8. Management

8.1 Management Structure

8.1.1 Board Structure:

As at the end of 2012, the Board of Directors consisted of 10 members, 4
of which were independent directors. Our Board of Directors appointed
the members of the Audit Committee and the Executive Committee. In the
Board, there is at least 1 executive director who is also member of the
Executive Committee. Both the Board and Executive Committee are subject
to the Organizational Regulations which embrace their roles and
responsibilities set forth in the Articles of Association, the laws, and
expectation of shareholders as their framework, while the Audit
Committee has a Charter as their framework.

In addition, the Board of Directors had put special attention on the
managing responsibly. The Board set more stringent decision making
procedure on certain matters. For example, any capital expenditure in
excess of 4 million baht must be approved by the Board of Directors,
although the Articles of Association requires Board decision in the case
of those above the level of 100 million baht.

(1) The Company Board of Directors

According to the Articles of Association no. 11, the Board must consist
of the members not less than 5 persons and not over 13 persons.

As 31 December 2012, the Company Board consists of 10 members.

-   9 non-executive directors (4 independent directors and 3 of them are
    Audit Committee)

-   1 executive director

Role and Responsibilities of the Board

Board of Directors considers and approves important matters concerning
company operations. Siam City Cement has specified the policy and
regulations of practice, responsibilities and operations of the Board of
Directors, chairman and deputy chairman and those of the Executive
committee. The duties and responsibilities of the Board and the
management are separated clearly. Board of Directors has the duty to
consider and make decision on the important issues on the operations of
Siam City Cement such as the visions, missions, strategies, financial
targets, risks, plans, and budgets, while the Executive committee has
the duty to efficiently carry out the vision, mission and strategies and
provide good management and controlling system so approved by the Board
of Directors.

Balance of Power for Non-Executive Directors

Members of Board of Directors are appointed by shareholder meeting, or
by Board of Directors meeting, in case of replacement of vacancy other
than retirement by rotation. At present, there are 9 non-executive
directors among total of 10 Board of Directors.

Aggregation versus Segregation of Positions

According to good governance principles at Siam City Cement, the
function of Chairman of the Board of Directors and Managing Director are
separated in order to keep balance and transparent management in the
company.

Main duties of the Chairman and Managing Director are as follow:

Chairman:

-   Being elected among the Board of Directors, serving 3 years for each
    term, the Chairman shall handle all activities responsible by the
    Board of Directors, setting meeting agenda, providing information
    about the Board of Directors, proceeding the meetings at which
    opportunity is granted for discussion and expression of opinion;

-   In making decision, the Chairman has a deciding vote in the event of
    tie votes;

-   Chairman is not an executive and is not same person as Managing
    Director.

Managing Director:

-   Managing Director, appointed by the Board of Directors, chairs the
    Executive Committee;

-   Managing Director is responsible for management of the Company in
    general and shall report results to the Board of Directors.

Performance of the Board:

Putting the utmost effort into its many duties, the Board sets a meeting
schedule on a yearly basis. The Managing Director submits a notice with
supporting documentation and agenda in advance and early enough before
each board meeting takes place and has clear guideline that such agenda
will be proposed or approved by the Executive Committee or by the Audit
Committee, or by the Board of Directors, or by the Shareholders (as the
case may be). Information on the Company’s operations is presented so
that the board can make inquiries or express opinions. Every board
member is encouraged to express their opinion freely.

(2) Audit Committee

Audit Committee comprises 3 independent directors, appointed by the
Board of Directors. Two of them possess the knowledge and experience in
reviewing companies’ financial statements. All of them well understand
the business of the Company and have management experience with
reputable companies in Thailand. Please see details of their experience
in Supplemental Information Part.

Qualification of an audit committee member

1.  Being an independent director;

2.  Not being a director of the parent company or any subsidiary or
    associated company;

3.  Possessing sufficient experience to perform the duty of an audit
    committee member. At least one of the members must have sufficient
    experience in reviewing financial statements and the reliability
    thereof.

4.  possessing the qualifications prescribed by the SET, SEC or the
    other relevant governing bodies.

Role and Responsibility of Audit committee

The scope of duties and responsibilities of the audit committee of the Audit Committee, (Charter of Audit Committee), as follow: 

To review the Company’s financial reporting process to ensure its
accuracy and adequacy, and coordinating with the external auditors and
members of the Executive Committee responsible for preparing the
quarterly and yearly financial reports. The

1.  Audit Committee may suggest issues to be reviewed or audited by the
    external auditors during their audit of the Company.

2.  To review the internal control systems and internal audit system to
    ensure that they are suitable and efficient, and to determine an
    internal audit unit’s independence, as well as to approve the
    appointment, transfer and dismissal of the Chief of Internal Audit
    unit or any other unit in charge of an internal audit.

3.  To review compliance with the Securities and Exchange Act, including
    the rules, notifications,

  and regulations thereof and the rules and regulations of the Stock
  Exchange of Thailand (“SET”), and any other relevant laws.

4.  To advise the Company on the appointment of the external auditors
    including the remuneration, as well as to attend a non-management
    meeting with the auditor at least once a year.

5.  To review the connected transactions or transactions that may lead
    to conflicts of interests, including the accuracy and completeness
    of the Company’s disclosure of such information, to ensure that they
    are in compliance with the laws and the Exchange’s regulations, and
    are reasonable and for the highest benefit of the Company.

6.  To prepare a report on the activities of the Audit Committee for the
    Company’s annual report. The Chairman of the Audit Committee shall
    sign this report, which consist of at least the following
    information:

-   An opinion on the accuracy, completeness and credibility of
    Company’s financial report and the disclosure of its financial
    information.

-   An opinion on the adequacy of the Company’s internal control
    systems.

-   An opinion on the suitability of the Company’s external auditor and
    the re-appointment.

-   An opinion on compliance with the Securities and Exchange Act, and
    the rules, notifications, and regulations thereof including the
    rules and regulations of the SET, and any other relevant laws.

-   An opinion on the transactions that may lead to conflicts of
    interests.

-   The number of audit committee meetings, and the attendance of such
    meetings by each committee member.

-   Other transactions which, according to the audit committee’s
    opinion, should be known to the shareholders and general investors,
    subject to the scope of duties and responsibilities assigned by the
    Company’s Board of Directors.

-   Other comments or statements as required by the Securities and
    Exchange Act, and the rules, notifications, and regulations thereof
    including the rules and regulations of the SET, and any other
    relevant laws.

7.  To perform other duties as required by the Securities and Exchange
    Act, and the rules, notifications, and regulations thereof including
    the rules and regulations of the SET, and any other relevant laws.

The Audit Committee’s practice

Audit Committee meets on a regular basis, at least once every quarter
before Board of Directors meeting. Audit Committee reports its findings
and giving its suggestions to the Board of Directors. Chairman of the
Audit Committee may sometimes call a special meeting of the Audit
Committee or invite any management of the Company to join and consider
in certain particular financial matters or other matters.

However, under current practice the Audit Committee has met every month.
Scheduled of the monthly and quarterly meeting are being prepared in
advance for the whole year.

The Audit Committee shall regularly report to the Board of Directors
about the performance of their duties and responsibilities as specified
in Clause 1 above.In its performance of duties, if it is found or
suspected that there is a transaction or any of the following acts which
may materially affect the Company’s financial condition and operating
results, the audit committee shall report it to the Board of Directors
for rectification within the period of time that the audit committee
thinks fit:

-   A transaction which causes a conflict of interest;

-   Any fraud, irregularity, or material defect in the internal control
    system; or

-   An infringement of the law on securities and exchange, the
    Exchange’s regulations, or any law relating to the Company’s
    business.

If the Company’s Board of Directors or Management fails to make a
rectification within the period of time under the first paragraph, any
audit committee member may report on the transaction or act under the
first paragraph to the Office of the Securities and Exchange Commission
or the Exchange.

(3) Executive Committee

  The Executive Committee meets on regular basis approximately twice a
  month and it may meet as an extraordinary session as the Company’s
  business requires. The business considered at Executive Committee
  meetings are those related to the production, business administration,
  financial and accounting management, risk management, important
  financial transactions, Company’s plans, Company’s budgets and to
  consider and further propose to the Board of Directors for matters
  required Board approval, as stipulated in the Company‘s Articles of
  Association, including the Organizational Regulations that are
  reviewed every 2 years.

  The Executive Committees is the key driver that drives the Company to
  good performance, good corporate governance and to become an
  attractive company for high potential people. The Executive Committee
  has aligned all manages who are parts of senior leaders of the Company
  in collaboration for driving organization to achieve its missions and
  goals.

Board of Directors and Executives in 2012

+------------------------+---------------------------------------------+
| Board of Director      | Position                                    |
+------------------------+---------------------------------------------+
| Non-executives         |                                             |
| Directors              |                                             |
+------------------------+---------------------------------------------+
| Mr. Veraphan Teepsuwan | Chairman                                    |
+------------------------+---------------------------------------------+
| Mr. Paul Heinz         | Vice Chairman                               |
| Hugentobler            |                                             |
+------------------------+---------------------------------------------+
| Mr. Chachchon          | Director                                    |
| Ratanarak              |                                             |
+------------------------+---------------------------------------------+
| Ms. Nopporn            | Director                                    |
| Tirawattanagool        |                                             |
+------------------------+---------------------------------------------+
| Mr. Vanchai Tosomboon  | Director                                    |
+------------------------+---------------------------------------------+
| Mr. Harald Link        | Independent Director                        |
+------------------------+---------------------------------------------+
| Mr. Pongpinit          | Independent Director and Chairman of Audit  |
| Tejagupta              | Committee                                   |
+------------------------+---------------------------------------------+
| Mr. Pradap             | Independent Director and Audit Committee    |
| Pibulsonggram          | member                                      |
+------------------------+---------------------------------------------+
| Mr. Prabhol Buranasiri | Independent Director and Audit Committee    |
|                        | member                                      |
+------------------------+---------------------------------------------+
|                        |                                             |
+------------------------+---------------------------------------------+
| Executive Director     |                                             |
+------------------------+---------------------------------------------+
| Mr. Philippe Arto      | Managing Director                           |
+------------------------+---------------------------------------------+
| Ms.Chantana Sukumanont | Director, Deputy Chairman of the Executive  |
|                        | Committee                                   |
|                        |                                             |
|                        | (Marketing and Sales)                       |
|                        |                                             |
|                        | Ms. Chantana Sukumanont resigned from       |
|                        | SCCC’s Directorship, effective on December  |
|                        | 22, 2012 and retired from SCCC’s employment |
|                        | on December 31, 2012                        |
+------------------------+---------------------------------------------+
|                        |                                             |
+------------------------+---------------------------------------------+
| Audit Committee        |                                             |
+------------------------+---------------------------------------------+
| Mr. Pongpinit          | Chairman of Audit Committee                 |
| Tejagupta *            |                                             |
+------------------------+---------------------------------------------+
| Mr. Pradap             | Audit Committee member (Since 22 April      |
| Pibulsonggram *        | 2011)                                       |
+------------------------+---------------------------------------------+
| Mr. Prabhol Buranasiri | Audit Committee member                      |
+------------------------+---------------------------------------------+
|                        | (*have experience in reviewing financial    |
|                        | statements of the Company)                  |
+------------------------+---------------------------------------------+

  ------------------------ ----------------------------------------------
  Executive Committee in   
  2012                     

  Mr. Philippe Arto        Chairman of the Executive Committee

  Ms.Chantana Sukumanont   Deputy Chairman of Executive Committee
                           (Marketing and Sales)

  Mr. Chantana Liyanage    Senior Vice President (Finance and
                           Controlling)

  Mr. Tasporn Chantree     Senior Vice President (People & Organization
                           Performance (P&OP))

  Mr. Siva Mahasandana     Senior Vice President (Saraburi Operations)
  ------------------------ ----------------------------------------------

8.1.3 Qualification and Nomination of Independent Director

“Independent Director” of the Company must have at least the necessary
qualifications set by the Stock Exchange of Thailand, the Securities and
Exchange Commission, the Capital Market Supervisory Board, and other
relevant regulatory bodies as follows:

1.  holding not over one per cent of the voting shares of the Company or
    the Company’s parent company, subsidiary, associate, major
    shareholder or controlling person. The shares held by independent
    director’s related person are counted as if they are held by the
    independent director;

1.  Neither being nor used to be an executive director, employee, staff,
    paid advisor, or controlling person of the Company or the Company’s
    parent company, subsidiary, associate, same-level subsidiary of
    common parent, major shareholder or controlling person, unless the
    foregoing status has ended not less than two years prior to the date
    of filing the application with the Office. Such prohibited
    characteristics does not apply in the case where the independent
    director hold or used to hold such position as

  representative of a government unit which is a major shareholder or
  controlling person of the Company;

2.  Not being, whether by consanguinity or affinity, a parent, spouse,
    sister, brother, child, the child’s spouse, of any executive, major
    shareholder, controlling person, or person to be nominated as
    executive or controlling person of the Company or the Company’s
    subsidiary;

3.  Neither having nor used to have a business relationship with the
    Company, its parent company, subsidiary , associate, major
    shareholder or controlling person, in the manner which may interfere
    with his independent judgment, and neither being nor used to be a
    significant shareholder or controlling person of any person having a
    business relationship with the Company, the Company’s parent
    company, subsidiary, associate, major shareholder or controlling
    person, unless the foregoing relationship has ended not less than
    two years prior to the date of filing an application with the
    Office.

  The term ‘business relationship’ in the first paragraph includes any
  normal business transaction, rental or lease of immovable property,
  transaction related to assets or services or granting or receiving
  financial assistance through receiving or extending loans, guarantee,
  providing assets as collateral, and any other transaction of similar
  nature, which results in that the Company or its counterparty being
  subject to indebtedness payable to the other party in the amount of
  three percent or more of the net tangible assets of the Company or
  twenty million baht or more, whichever is the lower. The amount of
  such indebtedness shall be calculated according to the method for
  calculation of value of connected transactions under the Notification
  of the Capital Market Supervisory Board and the governing rules on
  connected transactions mutatis mutandis. The consideration of such
  indebtedness includes indebtedness occurred during the period of one
  year prior to the date on which the business relationship with the
  person commences;

4.  neither being nor used to be an auditor of the Company, the
    Company’s parent company, subsidiary, associate, major shareholder
    or controlling person, and not being a significant shareholder,
    controlling person, or partner of an audit firm which employs the
    auditors of the Company, the Company’s parent company, subsidiary,
    associate, major shareholder or controlling person, unless the
    foregoing relationship has ended not less than two years prior to
    the date of filing an application with the Office;

5.  neither being nor used to be a provider of any professional
    services, including legal advisor or financial advisor who receives
    service fees exceeding two million baht per year from the Company,
    the Company’s parent company, subsidiary, associate, major
    shareholder or controlling person, and not being a significant
    shareholder, controlling person or partner of the provider of
    professional services, unless the foregoing relationship has ended
    not less than two years prior to the date of filing an application
    with the Office;

6.  not being a director appointed as representative of directors of the
    Company, major shareholder or shareholder who is related to major
    shareholder;

7.  not undertaking any business of the same nature and in competition
    with that of the Company or the Company’s subsidiary, or not being a
    significant partner in a partnership or being an executive director,
    employee, staff, paid advisor or holding shares over one per cent of
    the total votisng shares of other company which undertakes business
    of the same nature and in competition with that of the Company or
    the Company’s subsidiary;

8.  not having any other characteristics which causes the inability to
    express independent opinions with regard to the Company’s business
    operations.

“Nomination of Independent Director”

At present, the Company does not have a nomination committee. The
selection of the candidates for the post of independent directors is
conducted by the Board of Directors, taking into account the
qualifications of the candidates, e.g. the relevant knowledge and
experience. The Company presently has 4 independent directors out of the
total 11 members of the Board, but one of them is retiring at the
20^(th) AGM. A nomination for his replacement will be made at the
20^(th) AGM. The Board of Directors is empowered to appoint the
successor of any independent director who ceases to be a director before
completion of her/his term.

8,1.4 Total attendance at Board Meetings, Audit Committee Meeting and
Executive Committee Meetings in 2012

  ------------------------- ------------------ ----------- ----------- ------------------
  Director/Executive        Total                                      Remarks
  Officers                  Attendance/Total                           
                            Meeting                                    

                            Board Meeting      Audit       Executive   
                                               Committee   Committee   
                                               Meeting     Meeting     

  Non-Executive Directors                                              

  Mr. Veraphan Teepsuwan    5/5                -           -           -

  Mr. Paul Heinz            5/5                -           -           -
  Hugentobler                                                          

  Mr. Chachchon Ratanarak   4/5                -           -           -

  Mr. Harald Link           3/5                -           -           -

  Mr. Vanchai Tosomboon     5/5                -           -           -

  Ms. Nopporn               3/5                                        Ms. Nopporn was
  Tirawattanagool                                                      elected in April
                                                                       2012, after 2
                                                                       times of Board of
                                                                       Directors Meetings
                                                                       were done

  Mr. Pongpinit Tejagupta   5/5                10/11       -           -

  Mr. Pradap Pibulsonggram  5/5                11/11       -           

  Mr. Prabhol Buranasiri    5/5                11/11       -           -

  Executive Director                                                   

  Mr. Philippe Arto         5/5                -           19/19       -

  Ms. Chantana Sukumanont   4/5                -           16/19       Until 21 December
                                                                       2012

  Executive Committee                                                  

  Mr. Chandana Liyanage     -                  -           19/19       -

  Mr. Siva Mahasandana      -                  -           19/19       

  Mr. Tasporn Chantree      -                  -           16/19       Not attended the
                                                                       meeting, cause of
                                                                       studying on
                                                                       Advanced
                                                                       Management
                                                                       Program, Harvard
                                                                       Business School,
                                                                       USA, support by
                                                                       The Company.
  ------------------------- ------------------ ----------- ----------- ------------------

8.1.5 Names and Position of executive and controlling person and name of
the company’s secretaries

Please refer to the Attachment 1 for brief background information of the
members of the Board of Directors, Audit Committee, and members of the
Executive Committee.

Name, Title and contact detail of the company secretary as following:

Name: Mr. Therdtham Biarabicharana

Position: Company Secretary and Legal & Compliance Department Manager

Tel No.: +66 2 797 7050

Fax No.: +66 2 663 1834

8.1.6 Directors’ and Executive Officers’ Record of Accredited Course
Attendance

+-----------------+------------------------------+---------------------+
| Dir             | The Courses Organized by     | The Courses         |
| ector/Executive | Thai Institute of Directors  | Organized by Others |
| Officers        | (IOD)                        |                     |
+-----------------+------------------------------+---------------------+
| Non-Executive   |                              |                     |
| Directors       |                              |                     |
+-----------------+------------------------------+---------------------+
| 1.  Mr.         | - The Role of Chairman       | - First Nation City |
|     Veraphan    | Program (RCP) Class 18/2008  | Bank (Presently     |
|     Teepsuwan   |                              | Citigroup) :        |
|                 |                              | Credit-Department   |
|                 |                              | Scholarship         |
|                 |                              | Master’s Degree:    |
|                 |                              | USAID               |
+-----------------+------------------------------+---------------------+
| 2.  Mr. Paul    | -                            | -                   |
|     Heinz       |                              |                     |
|     Hugentobler |                              |                     |
+-----------------+------------------------------+---------------------+
| 3.  Mr.         | -                            | -                   |
|     Chachchon   |                              |                     |
|     Ratanarak   |                              |                     |
+-----------------+------------------------------+---------------------+
| 4.  Mr. Vanchai | - Director Accreditation     |                     |
|     Tosomboon   | Program (DAP), 2004          |                     |
|                 |                              |                     |
|                 | - Director Certificate       |                     |
|                 | Program (DCP), 2001          |                     |
+-----------------+------------------------------+---------------------+
| 5.  Ms. Nopporn | - Director Accreditation     | -                   |
|                 | Program (DAP) 2003           |                     |
| Tirawattanagool |                              |                     |
|                 | - Director Certification     |                     |
|                 | Program (DCP) 2010           |                     |
|                 |                              |                     |
|                 | - Audit Committee Program    |                     |
|                 | (ACP) 2010                   |                     |
|                 |                              |                     |
|                 | - Financial Institutions     |                     |
|                 | Governance Program           |                     |
|                 |                              |                     |
|                 | (FGP) 2011                   |                     |
|                 |                              |                     |
|                 | - Role of the Compensation   |                     |
|                 | Committee (RCC) 2009         |                     |
+-----------------+------------------------------+---------------------+
| Independent     |                              |                     |
| Director (6-9)  |                              |                     |
+-----------------+------------------------------+---------------------+
| 6.  Mr.         | -   Director Accreditation   | -                   |
|     Pongpinit   |     Program (DAP) 2008       |                     |
|     Tejagupta   |                              |                     |
|                 | -   Director Certification   |                     |
|                 |     Program (DCP) 2009       |                     |
|                 |                              |                     |
|                 | -   Audit Committee Programs |                     |
|                 |                              |                     |
|                 | -   Advanced Audit Committee |                     |
|                 |     Program (ACP) 2010       |                     |
|                 |                              |                     |
|                 | -   Monitoring the internal  |                     |
|                 |     Audit Function (MIA)     |                     |
|                 |     2012                     |                     |
|                 |                              |                     |
|                 | -   Monitoring Fraud Risk    |                     |
|                 |     Management (MFM) 2012    |                     |
|                 |                              |                     |
|                 | -   Monitoring the Quality   |                     |
|                 |     of Financial Reporting   |                     |
|                 |     (MFR) 2012               |                     |
|                 |                              |                     |
|                 | -   Monitoring the System of |                     |
|                 |     Internal Control and     |                     |
|                 |                              |                     |
|                 |   Risk Management (MIR) 2012 |                     |
|                 |                              |                     |
|                 |   - Successful Formulation & |                     |
|                 |   Execution of Strategy      |                     |
|                 |   (SFE) 2010                 |                     |
|                 |                              |                     |
|                 |   - Financial Institutions   |                     |
|                 |   Governance Program (FGP)   |                     |
|                 |   2012                       |                     |
|                 |                              |                     |
|                 |   - The Board’s Roles in     |                     |
|                 |   Merger & Acquisitions      |                     |
|                 |   (M&A) 2012                 |                     |
|                 |                              |                     |
|                 |   - Role of the Nomination   |                     |
|                 |   and Governance Committee   |                     |
|                 |   (RNG) 2012                 |                     |
|                 |                              |                     |
|                 |   - Role of the Compensation |                     |
|                 |   Committee (RCC) 2012       |                     |
+-----------------+------------------------------+---------------------+
| 7.  Mr. Pradap  | -   Director Certification   |   -The National     |
|                 |     Program (DAP 149/2011)   |   Defense College:  |
|   Pibulsonggram |                              |   the Joint         |
|                 | -   Financial Statement for  |   State-Private     |
|                 |     Directors (FSD 14/2011)  |   Sectors Class 7,  |
|                 |                              |   1994              |
|                 |   - Audit Committee Programs |                     |
|                 |                              |                     |
|                 |   -Audit Committee Program   |                     |
|                 |   (ACP 37/2011)              |                     |
|                 |                              |                     |
|                 |   - Monitoring the internal  |                     |
|                 |   Audit Function (MIA        |                     |
|                 |   14/2012)                   |                     |
|                 |                              |                     |
|                 |   - Monitoring Fraud Risk    |                     |
|                 |   Management (MFM 14/2012)   |                     |
|                 |                              |                     |
|                 |   - Monitoring the Quality   |                     |
|                 |   of Financial Reporting     |                     |
|                 |   (MFR                       |                     |
|                 |                              |                     |
|                 |   14/2012)                   |                     |
|                 |                              |                     |
|                 |   - Monitoring the System of |                     |
|                 |   Internal Control and       |                     |
|                 |                              |                     |
|                 |   Risk Management (MIR       |                     |
|                 |   14/2012)                   |                     |
+-----------------+------------------------------+---------------------+
| 8.  Mr. Prabhol | - Director Accreditation     | -                   |
|     Buranasiri  | Program (DAP 96/2007)        |                     |
+-----------------+------------------------------+---------------------+
| 9.  Mr. Harald  | -                            | - Course on Good    |
|     Link        |                              | Corporate           |
|                 |                              | Governance at St.   |
|                 |                              | Gallen, Switzerland |
+-----------------+------------------------------+---------------------+

+-----------------+------------------------------+---------------------+
| Dir             | The Courses Organized by     | The Courses         |
| ector/Executive | Thai Institute of Directors  | Organized by Others |
| Officers        | (IOD)                        |                     |
+-----------------+------------------------------+---------------------+
| Executive       |                              |                     |
| Directors       |                              |                     |
+-----------------+------------------------------+---------------------+
| 10. Mr.         | - - Director Certificate     | -                   |
|     Philippe    | Program (DCP), 2010          |                     |
|     Arto        | (133/2010)                   |                     |
+-----------------+------------------------------+---------------------+
| 11. Ms.         | - Director Accreditation     |   -Capital Market   |
|     Chantana    | Program (DAP)                |   Academy’s         |
|     Sukumanont  |                              |                     |
|                 |                              |   Course(s): Leader |
|                 |                              |   Program           |
|                 |                              |                     |
|                 |                              |   (2008)            |
|                 |                              |                     |
|                 |                              | -National Defence   |
|                 |                              | College Association |
|                 |                              | of Thailand         |
|                 |                              | (NDCAT): Advanced   |
|                 |                              | Security Management |
|                 |                              | Program (2012)      |
|                 |                              |                     |
|                 |                              |   -Thailand Energy  |
|                 |                              |   Academy (TEA):    |
|                 |                              |                     |
|                 |                              |   Executive Program |
|                 |                              |   (2012)            |
+-----------------+------------------------------+---------------------+
| Executive       |                              |                     |
| Committee       |                              |                     |
+-----------------+------------------------------+---------------------+
| 12. Mr.         | -   Director Certificate     | -   Executive       |
|     Chandana    |     Program (DCP 153/2011)   |     Management      |
|     Liyanage    |                              |     Program, by     |
|                 |                              |     University of   |
|                 |                              |     St.Gallen,      |
|                 |                              |     Switzerland,    |
|                 |                              |     2005            |
|                 |                              |                     |
|                 |                              | -   Design and      |
|                 |                              |     Development of  |
|                 |                              |     Computer        |
|                 |                              |     Systems, NIBM   |
|                 |                              |     Sri Lanka, 1992 |
+-----------------+------------------------------+---------------------+
| 13. Mr. Siva    | -                            |   - Senior          |
|     Mahasandana |                              |   Leadership        |
|                 |                              |   Program by        |
|                 |                              |                     |
|                 |                              |   Holcim Limited,   |
|                 |                              |   Switzerland       |
+-----------------+------------------------------+---------------------+
| 14. Mr. Tasporn | -                            |   - Management of   |
|     Chantree    |                              |   People Program,   |
|                 |                              |                     |
|                 |                              |   by INSEAD,        |
|                 |                              |   France, 2008      |
|                 |                              |                     |
|                 |                              |   - Executive       |
|                 |                              |   Management        |
|                 |                              |   Program,          |
|                 |                              |                     |
|                 |                              |   by University of  |
|                 |                              |   St, Gallen,       |
|                 |                              |                     |
|                 |                              | Switzerland, 2005   |
+-----------------+------------------------------+---------------------+

8.2 Nomination of Director and Executive

The company does not have a nomination committee. Potential directors
are selected from a field of qualified and experienced professionals.
The election of each director is made by majority votes of shareholders.

The nominated directors must meet qualifications of the Company’s AOA,
laws, regulations of SET, SEC and Capital Market Supervisory Committee.

Re-election of Directors whose terms and expired by rotation at the AGM
has criteria and guidelines as follows;

1.  One share, one vote.

2.  No cumulative voting. Shareholders shall cast their vote for one
    director at a time.

3.  If there are more nominations than the vacant positions, those who
    received highest votes will be directors. In case of tie-vote, the
    Chairman of the Board shall have a casting vote.

For the case of fulfillment of director vacancy other than retirement,
the Board shall select a qualified person at the next meeting by
obtaining consent of at least 3/4 from the remaining directors, unless
the remaining office is less than 2 months.

If the remaining directors are less than the quorum, such remaining
directors can act on behalf of the Board only on calling for
shareholders meeting to elect replacing directors. The replacing
director(s), if elected by the Board, shall be in the office only up to
the remaining tenor.

8.3 Remuneration of the Board of Directors and Executives

The process of giving remuneration for the Board is done in a
transparency manner and the process has been approved by the
shareholders. The Shareholders approved the Director’s Remuneration
Principle at 17^(th) AGM on April 9, 2010 as following;

“Remuneration of directors consist of, director fees, payable on monthly
basis, and yearly bonus. Payment of remuneration of directors shall be
made in accordance with following principle from the day the resolution
is passed by a vote of the shareholders onwards and until the
shareholders’ meeting determined otherwise

Director Fees: The Board shall receive director fees on monthly basis,
at the aggregated amount of not more than Baht 1.5 million per month.
The Chairman and Vice-Chairman of the Board shall allocate accordingly.

Bonuses: The Board shall receive the annual bonuses at the amount not
exceeding Baht 5 million. The Chairman and Vice-Chairman of the Board
shall allocate accordingly.

The provisions of the foregoing paragraphs shall not affect the right of
any officers or employees of the Company who are elected as directors to
receive their remuneration and benefits as officers or employees of the
Company.”

Level and elements of the payment made to the management is suitable and
tempting enough to keep the qualified members in their position and is
comparatively well to the industrial norm and also to the experiences,
duties, roles, responsibilities.

The remunerations in cash receivable by the 13 Board members, including
the monthly Director fees and annual bonuses, are as follows:

+-------------------+-------+------+-------+-------+--------+--------+
| Directors         | Mo    |      | Total | Bonus | Total  | Bonus  |
|                   | nthly |      | of    | 2011  | amount | 2012⁵  |
|                   | Dir   |      |       |       | paid   |        |
|                   | ector |      | Dir   | (     | in     | (Baht) |
|                   | fee   |      | ector | Baht) | 2012   |        |
|                   |       |      | fee   |       |        |        |
|                   |       |      |       |       | (Baht) |        |
|                   |       |      | In    |       |        |        |
|                   |       |      | 2012  |       |        |        |
|                   |       |      |       |       |        |        |
|                   |       |      | (     |       |        |        |
|                   |       |      | Baht) |       |        |        |
+-------------------+-------+------+-------+-------+--------+--------+
|                   | Board | A    |       |       |        |        |
|                   | of    | udit |       |       |        |        |
|                   | Dire  | C    |       |       |        |        |
|                   | ctors | ommi |       |       |        |        |
|                   |       | ttee |       |       |        |        |
|                   | (     |      |       |       |        |        |
|                   | Baht) | (B   |       |       |        |        |
|                   |       | aht) |       |       |        |        |
+-------------------+-------+------+-------+-------+--------+--------+
| Non-Executive     |       |      |       |       |        |        |
| Directors         |       |      |       |       |        |        |
+-------------------+-------+------+-------+-------+--------+--------+
| 1 Mr. Veraphan    | 20    | -    | 2,40  | 55    | 2,9    | 5      |
| Teepsuwan         | 0,000 |      | 0,000 | 5,000 | 55,000 | 55,000 |
+-------------------+-------+------+-------+-------+--------+--------+
| 2 Mr. Pual Heinz  | 15    | -    | 1,80  | 45    | 2,2    | 4      |
| Hugentobler       | 0,000 |      | 0,000 | 5,000 | 55,000 | 55,000 |
+-------------------+-------+------+-------+-------+--------+--------+
| 3 Mr. Chachchon   | 10    | -    | 1,20  | 37    | 1,5    | 3      |
| Ratanarak         | 0,000 |      | 0,000 | 0,000 | 70,000 | 70,000 |
+-------------------+-------+------+-------+-------+--------+--------+
| 4 Mr. Thaveepol   | 10    | -    | 40    | 37    | 7      | 92,500 |
| Kongseri¹         | 0,000 |      | 0,000 | 0,000 | 70,000 |        |
+-------------------+-------+------+-------+-------+--------+--------+
| 5 Ms. Nopporn     | 10    | -    | 80    | -     | 8      | 2      |
| Triawattanagool²  | 0,000 |      | 0,000 |       | 00,000 | 77,500 |
+-------------------+-------+------+-------+-------+--------+--------+
| 6 Mr. Vanchai     | 7     | -    | 84    | 34    | 1,1    | 3      |
| Tosomboon         | 0,000 |      | 0,000 | 5,000 | 85,000 | 45,000 |
+-------------------+-------+------+-------+-------+--------+--------+
| 7 Ms. Chantana    | 7     | -    | 84    | 34    | 1,1    | 3      |
| Sukumanont³       | 0,000 |      | 0,000 | 5,000 | 85,000 | 45,000 |
+-------------------+-------+------+-------+-------+--------+--------+
| Independent       |       |      |       |       |        |        |
| Directors         |       |      |       |       |        |        |
+-------------------+-------+------+-------+-------+--------+--------+
| 8 Mr. Prakob      | -     | -    | -     | 25    | 2      | -      |
| Visitkitjakarn⁴   |       |      |       | 0,000 | 50,000 |        |
+-------------------+-------+------+-------+-------+--------+--------+
| 9 Mr. Harald Link | 7     | -    | 84    | 37    | 1,2    | 3      |
|                   | 0,000 |      | 0,000 | 0,000 | 10,000 | 70,000 |
+-------------------+-------+------+-------+-------+--------+--------+
| 10 Mr. Pongpinit  | 7     | 40   | 1,32  | 37    | 1,6    | 3      |
| Tejagupta         | 0,000 | ,000 | 0,000 | 0,000 | 90,000 | 85,000 |
+-------------------+-------+------+-------+-------+--------+--------+
| 11 Mr. Prabhol    | 7     | 30   | 1,20  | 37    | 1,5    | 3      |
| Buranasiri        | 0,000 | ,000 | 0,000 | 0,000 | 70,000 | 80,000 |
+-------------------+-------+------+-------+-------+--------+--------+
| 12 Mr. Pradap     | 7     |   30 | 1,20  | 12    | 1,3    | 3      |
| Pibulsonggram     | 0,000 | ,000 | 0,000 | 5,000 | 25,000 | 80,000 |
+-------------------+-------+------+-------+-------+--------+--------+
|                   |       |      |       |       |        |        |
+-------------------+-------+------+-------+-------+--------+--------+
| Executive         |       |      |       |       |        |        |
| Directors         |       |      |       |       |        |        |
+-------------------+-------+------+-------+-------+--------+--------+
| 13 Mr. Philippe   | 10    | -    | 1,20  | 34    | 1,5    | 3      |
| Arto              | 0,000 |      | 0,000 | 5,000 | 45,000 | 45,000 |
+-------------------+-------+------+-------+-------+--------+--------+
| Total Total       | 1,07  | 100  | 14,04 | 4,27  | 18,3   | 4,3    |
|                   | 0,000 | ,000 | 0,000 | 0,000 | 10,000 | 00,000 |
+-------------------+-------+------+-------+-------+--------+--------+

Remarks.

1. Mr. Taveepol Kongseri completed his term on the date of the 19^(th)
AGM in 2012, and received his remunerations calculated pro rata to
fraction of the year 2012 he was in office.

2. Ms. Nopporn Triawattanagool was appointed as a director in
replacement of Mr. Thaveepol Kongseri on date of the 19^(th) AGM, held
on April 23, 2012.

3. Ms. Chantana Sukumanont resigned from SCCC’s Directorship, effective
on December 22, 2012 and retired from SCCC’s employment on December 31,
2012

4. Mr. Prakob Visitkitjakarn completed his term on date of the 18^(th)
AGM, held on April 21, 2011 and received kis bonus for 2011 in the
amount pro rata to the fraction of the year 2012 he was in office.

5. The bonus will be paid in 2013.

The remunerations for 5 members of the Company’s Executive Committee for
the year 2012 totaled 94.326 million baht, including salary and bonus.

Other Remunerations

The Company’s contributions to the Provident Fund for the 5 members of
the Executive Committee totaled 3.49 million baht. Company cars are
provided to the members of the Executive Committee.

8.4 Corporate Governance

Siam City Cement applies high standards and promotes corporate
governance (CG) at every level of the organization from the Board of
Directors, the Executive Committee and down all the way to the
operational level.

Our Code of Conduct reflects our corporate culture in various aspects
such as our care for society, the environment and communities, our
commitment to communicate in an open and transparent manner, and our
commitment to compliance with laws, regulations, the good CG principles
stipulated by the Stock Exchange of Thailand, and the CG principles set
by the Organization for Economic Cooperation and Development (OECD)
through the Company’s Code of Conduct and through our managing
responsibly. We commit to good corporate governance through managing
responsibly.

Our Code of Conduct is the solid foundation for corporate governance. It
has been deployed to assure each and every employee’s commitment to CG.
This is a guarantee that the policy is implemented by both the Company
and its personnel. Our ten CG Principles described below illustrate how
we govern our business operations as well as operate and manage or set
our achievement, together with how we involve stakeholders.

1 Corporate Governance

Corporate Governance aims at protecting the legitimate interests of our
stakeholders in an appropriate and effective way.

Corporate Governance considerations are consistently reflected in our
evolving organizational structure and procedures.

2 Corporate Social Responsibility

We recognize our social responsibility and aim to improve the quality of
life of our workforce, their families and the communities around our
operations.

We pursue a clear policy dealing with employment practices, occupational
health and safety, community involvement as well as customer and
supplier relations.

3 Sustainable Environmental Performance

We strive to preserve the environment for future generations by striking
a balance between economic growth and continuously improving
environmental performance and social responsibility.

4 Compliance

Appropriate measures are put in place to assist in complying with
applicable laws and regulations in the businesses and countries where we
operate. In particular with regard to:

-   Fair Competition

  We respect the principles and rules of fair competition

  prohibiting anticompetitive behaviors and the abuse of a dominant
  market position.

-   Bribery and Corruption

  We will not utilize bribery and corruption in conducting our business.
  We will not offer or provide, either directly or indirectly, any undue
  pecuniary or other advantage for the purpose of obtaining, retaining,
  directing or securing any improper business advantage.

-   Insider Trading

  Each of us who has access to insider information, likely to result in
  substantial movements in the price of the stock or any other financial
  instruments of an involved company, shall comply with applicable
  insider trading laws.

5 Use and Protection of Assets and Information

-   Each of us entrusted with property belonging to or controlled by
    Holcim is responsible for the careful use, protection, expenditure
    and administration of such assets.

-   We use and protect confidential proprietary information, except to
    the extent we are required to disclose such information in the
    proper course of our duties.

-   We pay particular attention to IT aspects such as data protection
    and data security.

6 Conflict of Interest

-   In situations in which our personal or financial interests may
    conflict materially with those of Holcim, we are expected to fully
    disclose them.

-   We shall not take part in any business activities of Holcim where we
    may be influenced by our personal relations that are, or may be,
    construed as a hindrance to objective decision taking.

-   If we see ourselves in a potential conflict of interest, we shall
    seek advice from line management or from our legal counsel so that
    an appropriate solution can be found.

7 Gifts and Donations

We are prohibited from offering, soliciting or accepting gifts and
donations related to our business. However, entertainment and gifts of
insignificant monetary value arising out of ordinary corporate
hospitality are acceptable.

Donations for political or social purposes are permitted only within the
limits of local laws and in complete transparency.

8 Records and Accounting

All business transactions are recorded in a true, fair and timely
fashion.

In accordance with established procedures, appropriate accounting
systems, controls and audits, we ensure the reliability and accuracy of
our accounts, records and reports.

9 Communication

We have a clear communications policy with our shareholders, employees
and other stakeholders. We commit ourselves to open, transparent,
impartial and timely information.

10 Responsibility

Each of us is responsible to know the relevant laws and regulations
including this Code of Conduct.

In all business situations where the requirements of the law or this
Code of Conduct appear incomplete or unclear, each of us shall use good
judgment and common sense, and if needed, seek advice from line
management or our legal counsel.

All of us are expected to adhere to this Code of Conduct in both the
letter and the spirit. Violations against this Code of Conduct will not
be tolerated. Noncompliance may be subject to disciplinary sanctions
including termination of employment.

As a listed company of the Stock Exchange of Thailand (SET), our update
Corporate Governance Report of the year 2012 here is therefore
categorized into 5 chapters as those recognized by SET.

Chapter 1: Rights of shareholders

Siam City Cement is committed to protecting the rights and benefits of
every group of our shareholders better than those provided by law. Each
shareholder is entitled to:

1.  Attend and vote at any shareholders meeting, whether in person or by
    proxy and to appoint proxies to attend meeting and vote on their
    behalf;

2.  Cast her/his/its vote to make decision on the matter raised at a
    shareholders meeting such as election of directors, director’s
    bonuses, appointment of auditor(s);

3.  Sufficient information in a timely manner;

4.  Information and expressing her/his/its opinions;

5.  Dividends; and

6.  Buy, sell or transfer shares.

The key actions to ensure shareholders rights include:

+-------------+-------------------+------------------+----------------+
| Sh          | Minimum Law       | We do Better     | Key Point      |
| areholders’ | Requirements      |                  |                |
| Right       |                   |                  |                |
+-------------+-------------------+------------------+----------------+
| Proxy       | Standard proxy    | We made efforts  | Shareholders’  |
|             | form used         | in calling       | participation  |
|             |                   | shareholders and | at all         |
|             |                   | encourage them   | shareholders’  |
|             |                   | to attend either | meetings.      |
|             |                   | in person or by  |                |
|             |                   | proxy. Each      | Those who wish |
|             |                   | shareholder may  | to attend a    |
|             |                   | appoint any one  | meeting by     |
|             |                   | of our           | proxy but      |
|             |                   | independent      | cannot find    |
|             |                   | directors listed | one may        |
|             |                   | on the proxy     | appoint one of |
|             |                   | form as the      | our designated |
|             |                   | proxy of her     | independent    |
|             |                   | choice. We       | directors as   |
|             |                   | facilitate       | their proxy.   |
|             |                   | shareholders’    |                |
|             |                   | attendance by,   |                |
|             |                   | for an example,  |                |
|             |                   | made available   |                |
|             |                   | duty stamps at   |                |
|             |                   | the point of     |                |
|             |                   | registration for |                |
|             |                   | those who forgot |                |
|             |                   | to affix duty    |                |
|             |                   | stamps on their  |                |
|             |                   | proxy            |                |
|             |                   | instruments.     |                |
+-------------+-------------------+------------------+----------------+
| Voting      | The shareholders  | Clear voting     | Transparent    |
|             | can vote          | procedure is     | voting and     |
|             | according to the  | explained in the | opportunity    |
|             | law and the       | meeting notice.  | for            |
|             | Articles of       | Digitalized      | shareholders’  |
|             | Association o     | bar-code system  | participation  |
|             | fthe Company, on  | is used to       | via the        |
|             | o                 | ensure the       | Company’s      |
|             | ne-share-one-vote | accuracy and     | wesite.        |
|             | principle.        | expedience of    |                |
|             |                   | the vote         | .              |
|             |                   | counting.        |                |
|             |                   |                  |                |
|             |                   | An independent   |                |
|             |                   | lawyer and       |                |
|             |                   | volunteer        |                |
|             |                   | shareholders are |                |
|             |                   | engaged to       |                |
|             |                   | supervise the    |                |
|             |                   | ballot casting   |                |
|             |                   | counting.        |                |
|             |                   |                  |                |
|             |                   | Ballots are      |                |
|             |                   | collected and    |                |
|             |                   | counted          |                |
|             |                   | separately for   |                |
|             |                   | each agenda      |                |
|             |                   | item.            |                |
+-------------+-------------------+------------------+----------------+

+-------------+-------------------+------------------+----------------+
| Sh          | Minimum Law       | We Do Better     | Key Point      |
| areholders’ | Requirement       |                  |                |
| Right       |                   |                  |                |
+-------------+-------------------+------------------+----------------+
| Right to    | Information       | SCCC’s website   | Information    |
| information | contained in the  | is an additional | about the      |
|             | annual reports,   | channel for      | Company,       |
|             | Disclosure to     | shareholders’    | including its  |
|             | SET, and notices  | and the public’s | operating      |
|             | of shareholders’  | access to the    | results, is    |
|             | meetings.         | information      | timely         |
|             |                   | about the        | published on   |
|             |                   | Company          | our website    |
|             |                   |                  | and            |
|             |                   | .                | shareholders   |
|             |                   |                  | are invited to |
|             |                   | We invited       | nominate       |
|             |                   | shareholders to  | candidates for |
|             |                   | send inquiry of  | directorship   |
|             |                   | their interest   | or matters to  |
|             |                   | and to propose   | be transacted  |
|             |                   | agenda if        | at shareholder |
|             |                   | needed.          | meetings or    |
|             |                   |                  | post their     |
|             |                   |                  | inquiry to the |
|             |                   |                  | Company.       |
+-------------+-------------------+------------------+----------------+
| Dividend    | Sufficient        | Despite the      | The Company’s  |
|             | information about | business’ nature | clear dividend |
|             | retained earnings | of high          | policy         |
|             | and statutory     | investment       | facilitates    |
|             | reserve           | requirement, we  | the            |
|             |                   | have managed to  | shareholder’s  |
|             |                   | pay high         | investment     |
|             |                   | dividends in the | decision       |
|             |                   | past several     | making.        |
|             |                   | years.           |                |
|             |                   |                  |                |
|             |                   | A resolution     |                |
|             |                   | passed at the    |                |
|             |                   | 17^(th) AGM,     |                |
|             |                   | held on April    |                |
|             |                   | 19, 2010, set    |                |
|             |                   | the Company’s    |                |
|             |                   | Dividend Policy  |                |
|             |                   | of at least 60%  |                |
|             |                   | of the Company's |                |
|             |                   | net profit.      |                |
+-------------+-------------------+------------------+----------------+
| Transfer    | Share transfer    | No additional    | All            |
|             | procedure is set  | restriction      | shareholders   |
|             | in the Company’s  | imposed by the   | are treated    |
|             | Articles of       | Company other    | equally and    |
|             | Association       | than those       | have the right |
|             |                   | provided by law  | to trade and   |
|             |                   | that impedes     | transfer       |
|             |                   | free transfer of | shares without |
|             |                   | the Company      | unnecessary    |
|             |                   | shares.          | restriction    |
|             |                   |                  | imposed by the |
|             |                   | We put emphasis  | Company.       |
|             |                   | on “Insider      |                |
|             |                   | Policy” to       |                |
|             |                   | prevent          |                |
|             |                   | illegitimate     |                |
|             |                   | insider trading, |                |
|             |                   | which ultimately |                |
|             |                   | help safeguard   |                |
|             |                   | shareholders’    |                |
|             |                   | interest.        |                |
+-------------+-------------------+------------------+----------------+

Siam City Cement’s shareholders meetings are organized in accordance
with the laws and good corporate governance principles. The Board of
Directors gives direction to ensure that shareholders meetings are
conducted effectively and provide the shareholders with enough
information about the meeting (i.e. date and time, agenda, venue, fact
and reason of the matters to be transacted at the meeting), an
opportunity to propose matters to be transacted at the meeting, an
opportunity to nominate persons for directorship and to post their
questions to be asked at a meeting in advance on the Company’s website
before the meeting. Notice of the meetings was and the meeting procedure
as well as the procedure for the proposing matters to be transacted at
the meeting, the nomination for directorship are published on the
Company’s website in addition to the conventional media.

Siam City Cement encourages all shareholders to attend shareholder
meetings. Any shareholder not being able to attend at any shareholder
meeting in person may appoint a proxy to attend and vote at on
her/his/its behalf at that meeting. Shareholders may

appoint one of the independent directors provided as their respective
proxies if they cannot find ones for themselves.

An adequate opportunity is always given to shareholders for discussion,
suggestions, debate, or asking questions before casting votes on each
matter on the agenda. Shareholders’ questions, comments, suggestions are
responded by the members of the Board and executives officers of the
Company. Shareholders’ suggestions, opinions and comments are noted for
further actions as the Company think fit.

Voting is conducted in strict compliance with the law. Shareholders are
free to vote for or against or abstain from voting on any item on the
agenda. In general, the matter in question is decided by a simple
majority vote. Each share entitle its holder one vote. In the case of
tie votes, the chairman of the meeting has the casting vote.

The voting procedure and the method of displaying the voting results are
well explained to the shareholders before the meeting starts. In the
minutes of each meeting, the information about the present and absent
members of the Board and the voting results (i.e. the numbers of
affirmative votes, negative votes, and the abstain ones) on each matter
on the agenda are recorded.

Computerised systems are used in the registration of the attending
shareholders and in the vote counting to ensure accuracy and efficiency
in conducting he shareholders. Vote counting is performed by independent
persons.

The same as the year before, SCCC’s Annual General Meeting of 2012 was
assessed as “Excellent” (receiving100%) in the AGM Assessment 2012
Programme organized by the Thai Investors Association.

Chapter 2: Equitable treatment to shareholders

The 30-day Blackout Period has been adopted by the Board of Directors
whereby Board members and designated relevant employees is prohibited to
trade SCCC shares during the period of 30 days prior to the Company’s
fincial statements are published. This is a measure to prevent abusive
use of inside information in SCCC stock trading. Besides, the Directors
and Executives have a duty to report their and their spouses’ and the
minor children’s holding of SCCC shares and other interest in the
Company. The said reporting is presented at Board meetings for
acknoeledgement. In addition such Directors’ and Executives’ holding in
SCCC shares is disclosed in the annual reports.

At a shareholders meeting or a board of directors meeting, the
interested director(s) may not be present while the meeting is
considering the matter in which that director has interest and may not
vote on that matter.

Siam City Cement’s treatment to all shareholders is equitable and
transparent. This reflects in the Company’s practice of quick and
efficient dissemination of information to shareholders. In 2012, the
Company made 20 disclosures via the SET electronic publication
(www.set.or.th). The published information is also available, in both
Thai and English, on the Company’s website: www.siamcitycement.com.

The Company organizes press and analysts conferences from time to time
as a channel to provide information to investors and the public. The
following are contact information for the media and stock analysts who
are interested to attend our press conferences:

Tel: +66 2 797 7060

Fax: +66 2 663 1847

Email: nasikarn.ongsakulwat@sccc.co.th

The present Company Secretary of the company—Therdtham Biarabicharana,
was appointed by the Board of Director on November 14, 2012. Mr.
Biarabicharana is a lawyer by profession and has gained considerable
experience in the area of company secretary during his 30 years’ career
of practicing law. His contact information is as follows:

Mr. Therdtham Biarabicharana

Company Secretary and Legal & Compliance Department Manager

Tel: +66 2 797 7050

Fax: +66 2 663 1834

Email: therdtham.biarabicharana@sccc.co.th

Chapter 3: Roles of stakeholders

The Company recognizes the importance of all stakeholders and respects
their right. We have clear practice guidelines related to stakeholders
in our goal and business ethics to all employees adhere and apply in our
daily business.

The Company has continued actions that were support the stakeholders
throughout the course of the year as following;

Customers:

Customer-centric and being responsive to the need of customers are the
core principles in doing our business to attain the customer’s highest
satisfaction, confidence and support to our INSEE brands. In 2012, SCCC
conducted the “Net Promoter Score (NPS)” survey—a tool that measures the
efficiency and effectiveness of the product and service, to assess the
level of customers’ loyalty.

We developed Android-based INSEE mobile application to enhance our sales
representatives’ capability to provide a fast service and in a timely
manner.

Employees:

The Company realizes the importance of people development as employees
are the most important resources. We organize a Leadership and
Management program and Accelerated Leadership Program (ALP) to help
enhance our employees’ capability and opportunity for advancement in
their career path. Besides, we have implemented cross-functional Key
Performance Indication alignment to raise the person’s performance to
higher standards.

Not only people development, but we also support a corporate culture
that put emphases on professionalism, honesty and integrity in doing
business through regular communication and trainings with employees to
ensure their understanding in the policy and applicable laws and
regulations through the training. For examples, in this year, training
on the topics related to the customs law, products quality claim,
intellectual property laws, trade competition laws as well as
anti-bribery and corruption practices were organized during the year.

Communities:

The Company has continued to pursue its vision on collaboration with
communities, focusing on green environment and society. The following
continuous programs and one-time projects have been carried out, e.g.
the Mobile Health-Check Program, Community Development Fund Scheme, the
program entitled “San Se-wana”, Check Dams construction in Tab-Kwang
Sub-District and Partnership Canteen in Tha-Khlo Sub-District under the
“Together for Community”. Not only communities in the locality where we
operate, our various Green Initiatives designed under sustainable
concept have been extended to the communities in other provinces and
remote areas.\

INSEE Green Village

  This project was launched in last August at Ban Klong Sai, Maharat
  District of Ayutthaya Province as a prototype model for
  environment-friendly community and flood relief mission. The villages
  were generated in the idea of living with water in times of future
  floods. Another concept of this Green Scheme are also intended to
  inspiration of the eco residential community, the villagers are
  encouraged to separate household garbage and process wasted into
  recycled items.

  INSEE Green Park

  It is situated on the inbound side of Phaholyothin Road not far from
  SCCC’s cement factory in Saraburi. This project serves three pillars
  of sustainable development; social, environment and economic. On
  social benefits, the Green Park is a rest area for motorists to reduce
  the chance of road accidents. On environment, the park not only
  promotes green areas for exercise and relaxing, but also set an
  example for the widely use of recycled materials and wind & solar
  energy. Besides, you can find local products provided by villagers in
  the shop plazas.

  INSEE Green Heart Club (GHC)

  GCH provides employees with an opportunity to participate, both
  physically and mentally, in those activities that do good deeds for
  the society called “Together for Communities. The first GCH activity,
  which was a renovation of a school in Ayuthaya, took place in March
  last year, followed by a stream of many activities throughout the
  year, e.g. cleaning temples, planting mangrove trees to help
  rehabilitate ecological system and prevent further erosion of
  Thailand’s coastline of the Koh Nok (which is part of the Sirindhorn
  International Environmental Park, Phetchaburi Province), etc.

INSEE Green School

  Continue providing support of eco-friendly school building
  construction, called “INSEE Asa” school buildings, for the needy,
  especially those in remote border areas, under the schemes of Her
  Royal Highness Princess Maha Chakri Sirindhorn.

INSEE Green Water Tank

  With collaboration of the Chaipattana Foundation, the Green Water Tank
  Construction Project was initiated to relieve the threat of drought.

Business Partners:

We recognize that having strong and ethical business partners is one of
the key success factors for sustainably achieving the Company’s business
objectives. To ensure that our business partners are good business
citizens who concretely take good care of the environment, we present
the Green Idol Award to show our appreciation to our business partners
who became the customers of our business unit called “Geocycle” and pay
attention to the reduction of environmental impact by doing the waste
management properly. We have launched road safety campaigns to promote
our transporter contractors’ safety consciousness in order to minimise
road accidents and and traffic congestion.

Chapter 4: Disclosure and transparency

Siam City Cement made full, timely and transparent disclosure of
financial and non-financial information pursuant to the standards and
regulations as mandated by the Securities and Exchange Commission (SEC),
the Office of SEC and The Stock Exchange of Thailand (SET). In addition
to the mandatory disclosure of information under the applicable laws and
regulations and the Principles of Good Corporate Governance through the
channels of the SET, annual registration statement (Form 56-1), and
annual reports, Siam City Cement discloses information, both in Thai and
English, via the company’s web site www.siamcitycement.com.

We make Sustainable and Development Reports (SD Report) on an annually
basis to report the performance under the sustainable development
policy. The five aspects covered in this policy are CO2 Emission
Reduction, Stakeholder Participation, Community Development, Zero Waste
to Landfill, and Green Products and Services. SD Reports provide
information about our environmental activities and social activities.
Copies of each SD Report are distributed to the stakeholders and
published on our website.

We recognize our stakeholders and make sufficient information disclosure
to them, respectively. For an example, our employees receive information
on company performance on quarterly basis. If our activity is involved
the surrounding communities, the information about that activity and
environment is communicated, e.g. via pamphlets, to the communities.
From the financial perspective, we provided many channels to update the
press and media, for example, half yearly press conferences, and press
and analysts interview with Corporate Communication function throughout
the year.

Board of Directors ensure that the amount of auditor fee and other
services fee which Siam City Cement pays to the auditor are disclosed in
the annual reports. Also disclosed in the annual reports is the
information about the Board of Directors and major committees, e.g.
their duties and responsibilities, number of meetings and total
attendance at board meeting, director’s comment, and trainings received
by the members of the Board of Directors and committees.

Chapter 5: Responsibilities of the Board of Directors

As at the end of 2012, the Board of Directors consisted of 10 members, 4
of which were independent directors. Our Board of Directors appointed
the members of the Audit Committee and the Executive Committee. In the
Board, there is at least 1 executive director who is also member of the
Executive Committee. Both the Board and Executive Committee are subject
to the Organizational Regulations which embrace their roles and
responsibilities set forth in the Articles of Association, the laws, and
expectation of shareholders as their framework, while the Audit
Committee has a Charter as their framework.

In addition, the Board of Directors had put special attention on the
managing responsibly. The Board set more stringent decision making
procedure on certain matters. For example, any capital expenditure in
excess of 4 million baht must be approved by the Board of Directors,
although the Articles of Association requires Board decision in the case
of those above the level of 100 million baht.

Members of Board of Directors are appointed by shareholder meeting, or
by Board of Directors meeting, in case of replacement of vacancy other
than retirement by rotation.

According to good governance principles at Siam City Cement, the
function of Chairman of the Board of Directors and Managing Director are
separate, in order to keep balance and transparent management in the
company.

We are proud to present that our initiative on Conflict of Interest
Declaration provide good awareness among employees. All personnel in the
functions under the supervision of the Managing Director and the Chief
Financial Officer, and personnel holding position at the level of
division managers and above, inclusive of members of Executive Committee
who are employees, are required to do this exercise twice a year. Report
on this exercise is reviewed and discussed by Executive Committee and
Audit Committee. At the level of the Board, the Board also approved the
principles, procedure and report format for the “Report on Interest of
Directors and Executives” in order to promote the fiduciary duties of
the Directors and Executives where they shall make decisions without
interest, either directly or indirectly.

The Board of Directors meetings are held regularly to allow all members
of the Board to consider the board performance and solve any problem
that may arise. At the Board Meeting, the CFO is present to provide
information to the Board. Other Executives join according to relevancy
of the matters on the agendas.

Board of Director encourages and facilitates trainings for all internal
parties related to corporate governance and executive development and
succession planning.

8.5 Supervision of inside information use

To put the good governance into practice, in connection with prevention
on Insider Trading and abusive self-dealing, the board and the
management realize the importance and strictly follow the code of
conduct of the Company in the part concerning the internal information
which may affect the benefit such as the share price or the Company’s
securities. The Board and management members send in the reports of
their shareholding at every Board Meeting.

Code of Conduct that related to inside information is following.

Code of Conduct No 4: Compliance

Appropriate measures are put in place to assist in complying with
applicable laws an regulations in the businesses and the Kingdom of
Thailand. In particular with regard to:

Insider Trading

Each of us who has access to insider information, likely to result in
Substantial movements in the price of the stock or any other financial
instruments of an involved company, shall comply with applicable insider
trading laws.

In order to prevent confidential information of the Company, we have
taken following activities regarding information system prevention.

1.  The IT team implemented “IT Security Rules for Siam City Cement
    Employees” for IT users in the company.

2.  Prohibition of unauthorized software downloads and hardware
    installations on all company computers without proper authorization.

3.  IT Security rules do not allow the connection between non-standard
    computers (e.g. personal PC, notebook, MACNetbook, including
    personal mobile phones of all staffs and third parties) and SCCC
    computer networking system (LAN) at all cases.

4.  IT Security rules do not allow the connection between third party's
    external data storage (e.g. thumb-drive, flash memory and external
    harddisk) to the standard computers and/or devices without virus
    scanning/cleaning by KT/IT officers.

5.  Our external auditors have audited and found that general control
    over information system of the company and its subsidiaries is
    efficient, reliable and sufficient.

6.  IT Security Awareness Classroom Training to ensure all users are
    aware of the new five cardinal rules of IT Security, and to minimize
    IT risk and threats, which could happen when the IT exposure is
    emerged.

Code of Conduct No. 5: Use and Protection of Assets and Information

-   Each of us, entrusted with property belonging to or controlled by
    the Group, is responsible for the careful use, protection,
    expenditure and administration of such assets.

-   We use and protect confidential proprietary information, except to
    the extent we are required to disclose such information in the
    proper course of our duties.

-   We pay particular attention to IT aspects such as data protection
    and data security.

Code of Conduct No 6: Conflict of Interest

-   In situations in which our personal or financial interests may
    conflict materially with those of Group, we are expected to fully
    disclose them.

-   We shall not take part in any business activities of Group where we
    may be influenced by our personal relations that are, or maybe,
    construed as a hindrance to objective decision taking.

-   If we see ourselves in a potential conflict of interest, we shall
    seek advice from line management or from our legal counsel so that
    an appropriate solution can be found.

The Company has implemented an activity on Conflict of Interest Online
Declaration, assigning personnel who may involve in approving process or
procuring product or service, either by themselves or by their
relatives, with the Company or its subsidiaries within the period of 12
months. This activity is taken on semi-annually basis.

8.6 Personnel

  Number of employees at the end of 2012:

+-------------------------+-------------+--------------+--------------+
|                         | Number of   | Number of    | Number of    |
|                         | employees   | employees    | employees    |
|                         |             |              |              |
|                         | at the end  | at the end   | at the end   |
|                         | of 2010     | of 2011      | of 2012      |
|                         | (persons)   |              |              |
|                         |             | (persons)    | (persons)    |
+-------------------------+-------------+--------------+--------------+
| Production              | 1,127       | 1,113        | 1,158        |
+-------------------------+-------------+--------------+--------------+
| Logistics               | 352         | 356          | 356          |
+-------------------------+-------------+--------------+--------------+
| Marketing and Sales     | 251         | 267          | 296          |
+-------------------------+-------------+--------------+--------------+
| Finance and Controlling | 105         | 113          | 122          |
+-------------------------+-------------+--------------+--------------+
| Others                  | 190         | 190          | 184          |
+-------------------------+-------------+--------------+--------------+
| Total                   | 2,025       | 2,039        | 2,116        |
+-------------------------+-------------+--------------+--------------+

Number of employees and employee costs at the end of 2012:

+------------------------+--------------+--------------+--------------+
|                        | Separate     |              |              |
|                        | financial    |              |              |
|                        | statements   |              |              |
+------------------------+--------------+--------------+--------------+
|                        | 2010         | 2011         | 2012         |
+------------------------+--------------+--------------+--------------+
| Number of employees at | 2,025        | 2,039        | 2,116        |
| end of year (persons)  |              |              |              |
+------------------------+--------------+--------------+--------------+
| Employee costs for the | 1,22         | 1,35         | 1,64         |
| year                   | 1,105,454.70 | 0,124,292.22 | 7,003,968.67 |
|                        |              |              |              |
| (Baht)                 |              |              |              |
+------------------------+--------------+--------------+--------------+

Employee Development Policy

The Company realizes People Capability Development is importance for the
sustainability of organization. Thus we emphasize development courses in
order to enable our people to continuously enhance their potential in
term of Transformational Program, Leadership Program, Functional
Program, On boarding Program, Safety & Sustainable Development Program
,aims to correspond with business needs and growth , including the
employee individual needs to pursuit their career path and growth.

In addition to training courses, we further provide other development
tools in order for the highest effective performance. We constantly
implement On-the-Job-coaching (OJC) so that the employees are able to
apply their knowledge to the practical working situation. We expand
Project Assignment for all critical programs to enable the employees
adopt the knowledge from training class to utilize practically,
including developing their job performance with creative ideas
continuously.

Furthermore, Coaching provides the employees to learn and apply their
coaching skill in order to foster the coaching culture in organization.
Knowledge Sharing Management offers overseas training course
participants to share knowledge among their colleagues, as well as
encouraging our employees to visit both local and overseas company sites
with best practices whose best practice can be applied to the Company to
move upward.

The training hours are continuing to increase, and in the year 2012
training hours of SCCC’s individual employee is 47 hours per year.

The important activities for personnel development in 2012

-   Executive Business Management Program (XBMP) is one of leadership
    program to groom senior management to better perform work
    effectively. The program is provided intense and solid business
    knowledge management in the integration of strategy, operations,
    marketing, finance and sustainable development for creating better
    value within organization.

-   Accelerated Leadership Program (ALP) for executive is an important
    program, which has been developed with objective to prepare
    readiness and build confidence of our future executive leader of
    SCCC group company as expected success profile. The program has been
    customized through growth project based approach for 20 young talent
    SML&MML. SCCC is partnering with McKinsey to generate new business
    growth ideas and further develop into company's business plan

-   Leadership Development Program (LDP) for FML and MML, emphasizing on
    integrated workshops for business modules and group coaching in
    leadership modules. Most workshops and classroom sessions reflect
    the most recent INSEE Group business environment.

-   Supervisory Development Program for Unit Head, a customized 3-day
    program for SRB Unit Head in cement production and maintenance which
    aim to develop supervisory skills both of managing people and tasks.
    Main of program is methodology is experiential based learning
    consisting of 3 phases: learning modules, learning intervention and
    8 weeks of application at workplace.

-   In order to enhance leadership competencies of employees at all
    levels, new leadership competency development programs had been
    developed in 2012: Unlocking Your Leadership Potential, Broaden
    Organizational Engagement, Customer Delight, Creativity and
    Innovative Thinking, SMILE Communication, and Presentation
    Effectiveness. These programs provide an opportunity for the Company
    to develop the skills of employees prepared to meet the challenges
    of the changing environment. The programs strengthen leadership
    competencies and practices. Employees gain the practical insight,
    knowledge, skills, and confidence needed for leadership
    effectiveness, through classroom and workshop sessions, assessment
    of leadership competencies, and participation in analytical
    projects.

-   As for the Passion for Safety, the Company significantly focuses on
    building safety culture. The trainings on Visible Safety Leadership
    and Leadership Officer were provided for employees to promote safety
    awareness, to motivate safe practices in workplace and to manage
    risks at a given work area to Zero.

-   To lead the Company to a Learning Organization in which all
    knowledge has been systematically managed and stored on accessible
    KM Platform and to encourage all employees to realize on the
    importance of Knowledge Management and Knowledge Sharing, KM
    Integration Project has been initiated as the main platform of
    Knowledge Management. As all employees can utilize this platform for
    learning and sharing, they can effectively achieve their performance
    goals thru the knowledge and best practices searched from KM
    Treasury.

-   Customized leadership development program called ‘OPI Coach
    Development Program’ to support operations performance improvement.
    This program for MML executives is designed to enable best
    practices, unleash team performance, and deliver excellent outcomes
    in both of within and cross functional effectiveness.

-   New shop-floor capability development program for new comers in NML
    level of SRB Operations provides specific knowledge of cement
    manufacturing process, safety-quality-environment management and
    plant KPIs to ensure that our new staffs have a good foundation of
    knowledge and readiness to perform task to support business
    direction effectively.

-   To strengthen technical knowledge, skills and experiences of
    Engineers in SRB operations, INSEE CMC Camp was provided for new
    engineers who are joining SCCC between year 2011-2012 and another
    program, CMC Intermediate for young Engineers. These programs aim to
    equip essential and advance knowledge and skills regarding cement
    manufacturing process and technology to Engineers by providing both
    technical learning and real world practices through high impact
    learning development methods; workshop, simulation, group
    activities, project assignment with coaching support. All completed
    projects were required to present to SRB management team.

-   To support business expansion of SCCO, RMX People capability
    building for Growth has been developed and implemented to improve
    existing operation and prepare for plants expansion. The programs
    aim to equip technical skills, commercial skills, OH&S and
    leadership skills.

-   There are 2 special programs for developing Geocycle People
    Capabilities. Firstly, Customized for Sales Person, Sales Capability
    Building is aimed to enhance sales persons’ capability with the
    right knowledge, skills and attitudes mainly focused on
    field-practice in order to serve customers’ needs. Moreover, AFR Lab
    Certification Program is implemented for Laboratory Person (Platform
    Operation) to standardize testing method to ensure quality of AFR
    effectively