9. The Management

9.1 Management Structure

  Board Composition

The Board of Directors as at December 31, 2008 consisted of following
Directors:

Pol. Capt. Prasit Tantsetthi Independent Director and Chairman of the
Board of Directors

Mr. Cherdpan Bulsook Director and Vice-Chairman

Mr. Somchai Bulsook Director, Chief Executive Officer, and a Member of
Nominating and Corporate Governance Committee

Mr. Jakkris Bulsook Director and Executive Director

Mr. John William Hancock Independent Director and Chairman of Nominating
and

Corporate Governance Committee

Mr. Joseph Georges Zakaria Director

Mr. Manu Anand Director, a Member of Compensation Committee and a Member
of

  Nominating and Corporate Governance Committee

  Mr. Photipong Lamsam Independent Director and a Member of Audit
  Committee

  Mr. Prasong Sukhum Independent Director and Chairman of Audit
  Committee

  Mr. Ronald Stuart McEachern Independent Director and a Member of
  Nominating and Corporate

  Government Committee

Mr. Stefano Sartoretti Director

  Prof. Khunying Suchada Kiranandana Independent Director and a Member
  of Audit Committee

  Mr. Surajit Wanglee Director

Mr. Surin Osathanugrah Director and a Member of Compensation Committee

Mr. William Ellwood Heinecke Independent Director and Chairman of
Compensation Committee

Names and Number of Authorized Directors

Any two out of the following seven directors may sign and affix the
Company seal to legally bind the Company.

  Pol. Capt. Prasit Tantsetthi, Mr. Cherdpan Bulsook, Mr. Somchai
  Bulsook, Mr. Jakkris Bulsook, Mr. Manu Anand, Mr. Ronald Stuart
  McEachern, and Mr. Surin Osathanugrah.

Executives

  ------ ------------------------ -------------------------------------- --
         Name                     Position                               

         Mr. Somchai Bulsook      President and Chief Executive Officer  

         Mr. Jakkris Bulsook      Executive Director                     

         Mr. Arthakrit            Human Resources Director               
         Visudtibhan                                                     

         Mr. Parinya Permpanich   Marketing and Sales Operation Director 

         Mr. Somnuek Suvanich     Technical Director                     

         Mr. Vipak                Finance Director                       
         Vetvitayavatana                                                 

         Mr. Dhitivute Bulsook    General Plant Manager, Pathumthani     

         Mr. Kanit Leelapiyanate  General Plant Manager,                 
                                  Nakornratchasima                       

         Mr. Somboon Suwanarat    General Plant Manager, Nakornsawan     

         Mr. Sin Kusri            General Plant Manager, Suratthani      

         Mr. Kwanchai             Assistant to the President and CEO     
         Mahapornprachak                                                 

         Mrs. Darunee             Assistant to the Finance Director      
         Yindeepholcharoen                                               
  ------ ------------------------ -------------------------------------- --

2.  Nomination and Appointment of Directors

  The Nominating and Corporate Governance Committee is responsible for
  the selection of qualified and experienced individuals for the Board
  of Directors and shareholders to consider and elect as appropriate.

  The Board of Directors is elected by the Shareholders at a General
  Meeting according to the Company’s Articles of Association, which set
  forth the following procedures:

1)  A Shareholder shall have a number of votes which is equivalent to
    the number of shares held by him/her;

2)  Each Shareholder may exercise all the votes he/she has to elect one
    or more persons as Directors, but he/she may not split his/her votes
    among any such persons;

3)  The persons receiving the highest number of votes in respective
    order shall be appointed Directors. The number of Directors will
    depend on the requirement set at such time. In the event that a
    number of persons receive an equal number of votes for the last
    directorship, resulting in the number of Directors being more than
    is required at such time, the Chairman of the meeting shall have a
    casting vote.

  If a directorship becomes vacant for any reason other than by
  rotation, the Board of Directors shall elect a person, who is
  qualified and does not having any prohibited characteristics as
  provided in Sections 68 of the Public Limited Company Act B.E. 2535,
  as a director to fill the vacancy. The election shall take place at
  the subsequent Board of Directors’ meeting unless the remaining term
  of the director is less than 2 months. The Director who fills the
  vacancy shall retain his office only for the remaining term of the
  office of the Director whom he replaces. For these purposes the
  resolution of the Board of Directors shall require not less than
  three-fourth of the votes of the remaining directors.

3.  Directors and Management’s Fees and Remuneration

    1.  Fees and Remuneration in form of cash

a)  Director Fees

  Directors remuneration comprises annual fee, meeting allowance, and a
  bonus as approved by the Shareholders, as set out in more detail in
  Item 10 of the 15 principles of good governance.

  --------------- ----------- --------------- -------------- ---------------
                  2007                        2008           

                  No. of      Total Amount    No. of         Total Amount
                  Directors   (Baht)          Directors      (Baht)

  Annual Fee      15          4,520,000       19*            5,461,530.05

  Bonus                       15,000,000                     12,000,000.00

  Total                       19,520,000                     17,461,530.05
  --------------- ----------- --------------- -------------- ---------------

  Remuneration paid excludes 2008 bonus reserved for payment upon
  shareholders’ meeting approval.

* Including 4 directors resigned during the year

Detail of Director remuneration paid in 2008:

+----------------------+--------------------------+---------+---------+
|                      | Remuneration             | Amount  | Total   |
|                      |                          |         | Amount  |
+----------------------+--------------------------+---------+---------+
| Pol Capt. Prasit     | -   Director fee         | 480     |         |
| Tantsetthi           |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2007 Director bonus  | 1,371   | 1,851   |
|                      |                          | ,428.55 | ,428.55 |
+----------------------+--------------------------+---------+---------+
| Mr. Cherdpan Bulsook | -   Director fee         | 360     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2007 Director bonus  | 1,028   | 1,388   |
|                      |                          | ,571.42 | ,571.42 |
+----------------------+--------------------------+---------+---------+
| Mr. Somchai Bulsook  | -   Director fee         | 480     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 100     |         |
|                      |     meeting allowance    | ,000.00 |         |
|                      |     Nominating &         |         |         |
|                      |     Corporate Governance |         |         |
|                      |     Committee            |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2007 Director bonus  | 1,371   | 1,951   |
|                      |                          | ,428.55 | ,428.55 |
+----------------------+--------------------------+---------+---------+
| Mr.Gautham           | -   Director fee         | 1       |         |
| Mukkavilli ¹         |                          | ,311.48 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 218.57  |         |
|                      |     meeting allowance    |         |         |
|                      |     Compensation         |         |         |
|                      |     Committee            |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2007 Director bonus  | 685     | 687     |
|                      |                          | ,714.29 | ,244.34 |
+----------------------+--------------------------+---------+---------+
| Mr.Jakkris Bulsook   | -   Director fee         | 240     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2007 Director bonus  | 685     | 925     |
|                      |                          | ,714.29 | ,714.29 |
+----------------------+--------------------------+---------+---------+
| Mr. John William     | -   Director fee         | 240     |         |
| Hancock              |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 195     |         |
|                      |     meeting allowance    | ,000.00 |         |
|                      |     Nominating and       |         |         |
|                      |     Corporate Governance |         |         |
|                      |     Committee            |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2007 Director bonus  | 685     | 1,120   |
|                      |                          | ,714.29 | ,714.29 |
+----------------------+--------------------------+---------+---------+
| Mr. Joseph Georges   | -   Director fee         | 194     | 194     |
| Zakaria ²            |                          | ,098.36 | ,098.36 |
+----------------------+--------------------------+---------+---------+
| Mrs. Kannikar        | -   2007 Director bonus  | 685     | 685     |
| Chalitaporn ³        |                          | ,714.29 | ,714.29 |
+----------------------+--------------------------+---------+---------+
| Mr. Manu Anand ⁴     | -   Director fee         | 217     |         |
|                      |                          | ,049.18 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 66      |         |
|                      |     meeting allowance    | ,174.86 |         |
|                      |     Compensation         |         |         |
|                      |     Committee            |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 92      | 375     |
|                      |     meeting allowance    | ,349.73 | ,573.77 |
|                      |     Nominating and       |         |         |
|                      |     Corporate Governance |         |         |
|                      |     Committee            |         |         |
+----------------------+--------------------------+---------+---------+
| Mr. Photipong Lamsam | -   Director fee         | 240     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 180     |         |
|                      |     meeting allowance    | ,000.00 |         |
|                      |                          |         |         |
|                      |   Audit Committee        |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2007 Director bonus  | 685     | 1,105   |
|                      |                          | ,714.29 | ,714.29 |
+----------------------+--------------------------+---------+---------+
| Mr. Prasong Sukhum   | -   Director fee         | 240     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 260     |         |
|                      |     meeting allowance    | ,000.00 |         |
|                      |     Audit Committee      |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2007 Director bonus  | 685     | 1,185   |
|                      |                          | ,714.29 | ,714.29 |
+----------------------+--------------------------+---------+---------+
| Mr. Rahul Bhatnagar  | -   Director fee         | 26      |         |
| ⁵                    |                          | ,229.51 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2007 Director bonus  | 685     | 711     |
|                      |                          | ,714.29 | ,943.80 |
+----------------------+--------------------------+---------+---------+
| Mr. Ronald Stuart    | -   Director fee         | 240     |         |
| McEachern            |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 85      |         |
|                      |     meeting allowance    | ,000.00 |         |
|                      |     Nominating and       |         |         |
|                      |     Corporate Governance |         |         |
|                      |     Committee            |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2007 Director bonus  | 685     | 1,010   |
|                      |                          | ,714.29 | ,714.29 |
+----------------------+--------------------------+---------+---------+
| Mr. Stefano          | -   Director fee         | 194     | 194     |
| Sartoretti ²         |                          | ,098.36 | ,098.36 |
+----------------------+--------------------------+---------+---------+
| Prof. Khunying       | -   Director fee         | 217     |         |
| Suchada Kiranandana  |                          | ,049.18 |         |
| ⁴                    |                          |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 147     | 364     |
|                      |     meeting allowance    | ,349.73 | ,398.91 |
|                      |     Audit Committee      |         |         |
+----------------------+--------------------------+---------+---------+
| Mr. Surajit Wanglee  | -   Director fee         | 240     |         |
|                      |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2007 Director bonus  | 685     | 925     |
|                      |                          | ,714.29 | ,714.29 |
+----------------------+--------------------------+---------+---------+
| Mr. Surin            | -   Director fee         | 240     |         |
| Osathanugrah         |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 70      |         |
|                      |     meeting allowance    | ,000.00 |         |
|                      |     Compensation         |         |         |
|                      |     Committee            |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2007 Director bonus  | 685     | 995     |
|                      |                          | ,714.29 | ,714.29 |
+----------------------+--------------------------+---------+---------+
| Mr. Timothy Edward   | -   Director fee         | 26      |         |
| Minges ⁵             |                          | ,229.51 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 19      |         |
|                      |     meeting allowance    | ,371.58 |         |
|                      |     Nominating and       |         |         |
|                      |     Corporate Governance |         |         |
|                      |     Committee            |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2007 Director bonus  | 685     | 731     |
|                      |                          | ,714.29 | ,315.38 |
+----------------------+--------------------------+---------+---------+
| Mr. William Ellwood  | -   Director fee         | 240     |         |
| Heinecke             |                          | ,000.00 |         |
+----------------------+--------------------------+---------+---------+
|                      | -   Annual fee and       | 130     |         |
|                      |     meeting allowance    | ,000.00 |         |
|                      |     Compensation         |         |         |
|                      |     Committee            |         |         |
+----------------------+--------------------------+---------+---------+
|                      | -   2007 Director bonus  | 685     | 1,055   |
|                      |                          | ,714.29 | ,714.29 |
+----------------------+--------------------------+---------+---------+
|                      |   Total Director         |         | 17,461  |
|                      |   Compensation paid in   |         | ,530.05 |
|                      |   2008                   |         |         |
+----------------------+--------------------------+---------+---------+

  ¹Resigned from directorship on January 2, 2008

²Appointed as director on March 11, 2008

³Resigned from directorship on October 31, 2007

⁴ Appointed as director on February 5, 2008

  ⁵Resigned from directorship on February 10, 2008

b.  Executive remuneration and compensation

The President and Chief Executive Officer and 10 other executives are
remunerated as follows:

  -------------------- ------------ --------------- -------------- ---------------
                       2007                         2008           

                       No of        Total Amount    No of          Total Amount
                       Executives   (Baht)          Executives     (Baht)

  Salary               11           62,028,161.38                  65,639,706.87

  Provident Fund                    3,204,283.40                   3,559,906.60

  Remuneration/Bonus                21,290,373.00                  16,885,970.00

  Total                             86,522,817.78   11             86,085,583.47
  -------------------- ------------ --------------- -------------- ---------------

1.  Other Compensation

  a) The Employee Stock Ownership Program (ESOP) was created in 1997 and
  set aside 445,766 units of common shares for allotment to the
  Company’s executives. A total of 4 allotments of warrants were made
  under the program, as follows:

  1^(st) Allotment, 47,195 units

  2^(nd) Allotment, 73,335 units

  3^(rd) Allotment, 142,470 units

  4^(th) Allotment, 182,766 units

  On April 27, 2001, the shareholders’ meeting passed a resolution to
  approve the non-allocation and offering of warrants for the fifth year
  and approved the cancellation of the said unallocated warrants,
  totaling 54,234 shares and the reduction of the registered capital of
  the Company by canceling the ordinary shares which have not yet been
  issued, totaling 54,234 shares. This put an end to the program and the
  right to exercise warrants will end in April 2010. (Currently all
  eligible warrants were completely exercised.) At the same meeting, the
  shareholders replaced the program with an Executive Stock Incentive
  Plan and increased in the registered capital by 350,000 shares to be
  offered for sales to the executives under such new plan.

  b) The Executive Stock Incentive Plan (ESIP) sets aside 350,000
  ordinary shares with a par value of Baht 10 each to be offered for
  sale to the executives annually during 2001 to 2005. The number of
  shares which the executives are entitled to purchase depends on the
  Company’s performance over the 3 years prior to the determination
  date, as approved by the Board of Directors within the month of April
  each year starting from 2004 to 2008.

  The Shareholders passed resolutions to allocate the ordinary shares of
  the Company under the Executive Stock Incentive Plan to the executives
  at the shareholders’ meetings as follows:

  July 12, 2001 - Allotted 72,402 ordinary shares to 10 executives.

  April 25, 2002- Allotted 30,900 ordinary shares to 9 executives.

  April 24, 2003- Allotted 403,230 ordinary shares* to 9 executives.

  April 22, 2004 – Allotted 341,197 ordinary shares* to 10 executives.

  April 28, 2005 – Allotted 458,888 ordinary shares* to 10 executives.

  *number of shares after alteration of par value from Baht 10 to Baht 1

  Rights to purchase ordinary shares will be granted to the eligible
  executives upon vesting, 3 years after the grant date.

  On April 24, 2003 the shareholders resolved to change the par value of
  ordinary shares from Baht 10 to Baht 1 per share. This impacted the
  Employee Stock Ownership Program and The Executive Stock Incentive
  Plan as follows:

-   One warrant representing the right to buy common stock changed from
    1 share to 10 shares.

-   The exercise price of Baht 156 and Baht 129 changed to Baht 15.60
    and Baht 12.90 respectively.

-   The allotment of the Executive Stock Incentive Plan changed from
    every 1 share to every 10 shares, with share value changing from
    Baht 10 to Baht 1 each.

  Details of the exercise of warrants under the Stock Ownership Program
  are as follows (number of shares and share value as on the exercise
  dates):

-   On July 2, 2002, five executives exercised their rights for a total
    of 74,718 ordinary shares at Baht 156and Baht 129 per share with
    total amount paid of Baht 10,745,082.

-   On January 2, 2003, two executives exercised their rights for a
    total of 50,911 ordinary shares at Baht 156 and Baht 129 per share
    with total amount paid of Baht 7,350,330.

-   On March 31, 2003, one executive exercised his right for a total of
    4,387 ordinary shares at Baht 156 and Baht 129 per share with total
    amount paid of Baht 583,905.

-   On June 30, 2003, eight executives exercised their rights for a
    total of 1,478,190 ordinary shares at Baht 15.60 and Baht 12.90 per
    share with total amount paid of Baht 22,017,915.

-   On September 30, 2003, four executives exercised their rights for a
    total of 61,400 ordinary shares at Baht 15.60 per share with total
    amount paid of Baht 957,840.

-   On December 31, 2003, two executives exercised their rights for a
    total of 209,740 ordinary shares at Baht 15.60 per share with total
    amount paid of Baht 3,271,944.

-   On June 30, 2004, eight executives exercised their rights for
    532,910 ordinary shares at Baht 15.60 and Baht 12.90 per share with
    total amount paid of Baht 7,504,152.

-   On June 30, 2005, five executives exercised their rights for 244,110
    ordinary shares at Baht 12.90 per share with total amount paid of
    Baht 3,149,019.

-   On September 30, 2005, two executives exercised their rights for
    33,490 ordinary shares at Baht 12.90 per share with total amount
    paid of Baht 432,021.

-   On December 31, 2005, one executive exercised his right for 22,140
    ordinary shares at Baht 12.90 per share with total amount paid of
    Baht 285,606. This was the last lot of warrants exercised by all
    executives under ESOP.

  Details of the exercise of right to purchase shares under the
  Executive Stock Incentive Plan are as follows (number of shares and
  share value as on the exercise dates):

-   On September 30, 2004, ten executives exercised their rights to
    purchase 637,816 ordinary shares at par value of Baht 1 per share
    with total amount paid of Baht 637,816.

-   On August 30, 2005, 9 executives exercised their rights to purchase
    289,440 ordinary shares at par value of Baht 1 per share with total
    amount paid of Baht 289,440.

-   On August 25, 2006, 9 executives exercised their rights to purchase
    364,921 ordinary shares at par value of Baht 1 per share with total
    amount paid of Baht 364,921.

-   On August 31, 2007, 10 executives exercised their rights to purchase
    318,216 ordinary shares at par value of Baht 1 per share with total
    amount paid of Baht 318,216.

-   On August 31, 2008, 10 executives exercised their rights to purchase
    407,951 ordinary shares at par value of Baht 1 per share with total
    amount paid of Baht 407,951.

  Share Holding Ratio

  Shares issued under the Employee Stock Ownership Program (ESOP) and
  the Executive Stock Incentive Plan (ESIP) represent 2.3 percent of
  total registered shares:

  Number of original common shares 260,000,000 shares

  Number of common shares with ESOP and ESIP 265,900,484 shares

b.  Executives Long-term Incentive Plan (Phantom Plan)

  The Board of Directors’ meeting No. 4/2006 held on June 13, 2006
  passed a resolution approving the establishment of a new long-term
  incentive program to the Company’s executives (Phantom Plan) replacing
  the Executive Stock Incentive Plan (ESIP) of which the final allotment
  for its 5^(th) year has completed in 2005. The new incentive program
  differs from the last 2 programs, ESOP and ESIP, as the incentive will
  be awarded to the executives in form of cash instead of warrants or
  rights to purchase the Company’s shares. The new incentive program is
  a 5 years program covering 2006 – 2010 giving each executive the
  non-transferable incentive units calculated as fixed percentage of
  salary divided by the conversion price. The conversion price derives
  from the multiplication of EPS at target growth by 10 times of the
  price earning ratio. Incentive payment will be made in form of cash
  payment to each executive 3 years after the granting date of the
  incentive units. The payment will equal to the number of incentive
  units multiplied by redemption price whereas redemption price is
  calculated from the 3 year average EPS multiplied by 10 times of the
  price earning ratio. First payment of incentives will be in 2009.

9.4 Corporate Governance

  The Company’s Board of Directors consists of 15 members elected by the
  resolution of the Shareholders’ meeting as governed by the Company’s
  Articles of Association. The Board of Directors appoints the Chairman
  of the Board and the President and Chief Executive Officer. The
  President and Chief Executive Officer is authorized to manage the
  Company’s business under usual business norms and direction from the
  Board of Directors. Seven directors from the Board are authorized
  Directors whose signatures, together with the Company seal, will
  legally bind the Company.

  A Board of Directors meeting is held once every 2 months. However, in
  order to resolve any urgent issues, a special meeting may be called as
  necessary. In 2008, there were total 6 meetings.

  The Board of Directors appoints an Audit Committee, a Compensation
  Committee and a Nominating and Corporate Governance Committee. The
  composition and responsibility of these committees is set out under
  Item 12 of the 15 Principles of Good Governance.

  The Board of Directors exercises its managerial role through the
  review of management reports made at Board of Directors meetings as to
  the Company’s operations and performance, compared to the operating
  plan and performance of the previous year. Moreover, Board’s approval
  or ratification is required for the implementation of important policy
  and projects, for example, projects involving substantial investment,
  transactions with related parties, etc.

  The Board of Directors is committed to achieving the Code of Best
  Practices for the Directors. Review and scrutiny of the Company
  management has been carried out regularly to ensure compliance with
  laws, the Company’s objectives and regulations, and the resolutions of
  the shareholders’ meeting, with due care for the Company benefits and
  responsibility to the shareholders.

  As required by the Securities Exchange Commission and Stock Exchange
  of Thailand that all listed companies disclose the compliance to the
  15 principles of good governance, the Company summarizes the
  compliance status as follows:

  1. Policy on Corporate Governance: The Board of Directors Meeting has
  approved the Company’s Corporate Governance Policy as follows:

  The Board of Directors believes in the principles of good corporate
  governance and recognizes its importance in strengthening the trust of
  its shareholders, its stakeholders and the public at large, and
  increasing shareholder value. The Board of Directors is thus committed
  to compliance with corporate governance guidelines issued by the
  regulatory bodies that govern the operations of public companies, and
  to the implementation of such other standards that are appropriate to
  the proper conduct of the business of the company.

2.  Shareholders – Rights and Equitable Treatment: The Company
    encourages shareholders to exercise their legal rights, such as
    rights to receive their share of profit in form of dividends, rights
    to freely transfer the Company stocks, rights to access to the
    Company’s news and information, rights to attend and vote in the
    shareholders’ meetings. To ensure shareholders’ access to updated
    news and information, the Company announces its operating results
    and important information to the Shareholders the Securities
    Exchange of Thailand and on the Company’s website. For each
    shareholders’ meeting, the Company will send shareholders an
    invitation letter at least fourteen days before the meeting, setting
    out the meeting agenda and including the supporting documents (via
    the Company Registrar), so as to provide Shareholders enough time to
    review detailed information. The invitation letter and other Annual
    General Shareholders’ Meeting materials will also be posted on the
    Company’s website. The Company also publishes the Shareholder
    invitation letter in a daily newspaper, both Thai and English, 3
    days before the meeting.

  In 2008, Annual General Meeting of Shareholders was held on April 29,
  2008.

  3. Stakeholders’ Rights: The Company recognizes the Stakeholders’
  rights and the protection of their interests in the Company as per the
  following policies:

-   Shareholders: The Company acknowledges the responsibility to
    increase the shareholders’ benefit and provide sufficient
    information on the Company’s operations and performance to all
    shareholders. With this objective, the business operations of the
    company have been conducted carefully and transparently in order to
    increase sales, profits and financial strength. The Company has also
    continuously improved its business processes to increase operating
    efficiency and cost control, which has resulted in better
    performance.

-   Employees: Employees’ ethics and discipline in business operation
    are strongly stressed, as they result in good reputation and image
    for both the Company and its employees. The Company provides a good
    working environment, equal opportunity and fair treatment to all
    employees, with no discrimination on the basis of sex, race or
    religion.

-   Customers: The Company realizes the importance of customers and
    consumers’ rights to receive good quality products at a fair price,
    including product trial opportunity and benefits from sales
    promotion campaigns. The Company has established an active system to
    receive customers’ complaints on products and services, providing
    quick responses and corrective actions.

-   Suppliers, Business Partners, and Competitors: The Company has a
    purchasing policy for suppliers to allow open bids, in order to get
    a fair deal based on good quality products and services at the
    reasonable price. The company is committed to the free trade market
    and fairness in competition according to the law.

-   Social Responsibility: The Company holds high awareness in social
    responsibility with activities contributing to the wellness of
    society, such as Song Bulsook Foundation’s scholarship to students,
    project to promote health through sports among the youth, and
    donations to victims from the flood and natural disasters.

-   Environmental Protection: The Company actively participates in
    environmental protection and energy saving programs to prevent air
    and water pollution and preserve energy. The Company runs an
    effective waste control system which purifies waste water for reuse
    in production. With close coordination from various governmental
    units, the Company runs an effective people development program,
    providing its staff with proper training, and bringing back these
    people assets to enhance its success on the environmental protection
    plan. The Company also provides opportunities to university students
    and the press for site visits and witnessing its several
    environmental and natural resource protection projects. In 2008, two
    Serm Suk production plants, i.e. Patumthani and Nakornsawan,
    received awards under the “Love Mother, Protect Environment” program
    run by the Ministry of Industry to conserve and rehabilitate the
    Chao Phraya River. Serm Suk was the only beverage company to receive
    the awards. The Company is also a founder member of the Thailand
    Institute of Packaging Management for Sustainable Environment
    (TIPMSE), an institute set up with objective to reduce and control
    wastes. The Company also emphasizes building up its employees’
    awareness of environmental protection and energy preservation both
    in their working and daily lives.

  4. Shareholders’ Meetings: The Company allocates enough time at
  Shareholders’ meetings, for Shareholders to express their opinions and
  question the Chairman, Board members, and Board Committees on the
  Company operations.

  5. Leadership and Vision of the Board of Directors: The members of the
  Board of Directors are qualified and experienced individuals who have
  vision, exercise independence in making important decisions, and set
  up policies and directions for the benefit of the Company and
  shareholders.

  6. Conflicts of Interest: The Company believes in the need for
  independence of its directors and management, to prevent the conflict
  of interest, and to strictly comply with the direction and regulations
  of the Stock Exchange Commission – especially the conflict of interest
  of the connected person from the connected transaction or the conflict
  of interest of an employee from his responsible duty. The Company Code
  of Conduct for Directors provides that at a Board of Directors
  meeting, if any director has an interest in any item or agenda, that
  director will not be permitted to vote on that matter.

  7. Business Ethics: The Company emphasizes business ethics throughout
  its operations by providing quality products and services to its
  customers and consumers, cooperating with governmental agencies and
  ensuring its compliance to law and regulations. The Company Code of
  Conduct for Directors and the Employee’s Code of Conduct (for all
  employees at middle management level up to the senior executives)
  contain specific provisions in this respect.

  8. Balance of Power for Non-Executive Directors:

  Definition of “Independent director”:

  Independent director is the director elected by shareholders who

-   Holds shares not more than 1 percent of paid-up capital of the
    Company, affiliated company, associated company or related company,
    which shall be inclusive of the shares held by related persons;

-   Does not take part in the management, or being an employee, staff
    member or advisor who receives a regular salary, or having direct or
    indirect benefit or interest in finance and management of the
    Company, affiliated company, associated company or majority
    shareholder of the company;

-   Is not a related person or close relative of any management member
    or majority shareholder of the Company;

-   Is not appointed as a representative to safeguard interests of the
    Company’s directors, majority shareholders or shareholders who are
    related to the Company’s majority shareholders;

-   Is capable of performing duties, giving opinions as a director free
    and clear of the control of the management or the majority
    shareholders of the Company including related persons or close
    relatives of the said persons.

  The Company acknowledges the need to appoint outside and independent
  directors. The Board of Directors as at December 31, 2008 consisted of
  2 executive directors, 6 non-executive directors (not independent) and
  6 independent directors.

  9. Aggregation or Segregation of Duties: The positions of Chairman of
  the Board of Directors and the Chief Executive Officer are held by
  different persons, in order to clearly segregate duties in setting
  corporate policy and daily management. Approval from the Board of
  Directors and/or shareholders is required on major and material
  matters. The Company operating performance is reported to the Board of
  Directors Meetings, and the Board is able to review and question the
  operating performance and the management.

  10. Directors Fees and Management Remuneration: Directors’
  remuneration consists of directors’ fees and directors’ bonuses, as
  approved by the shareholders. The Chairman of the Board and the
  President and Chief Executive Officer each receives Baht 480,000 per
  annum, the Vice Chairman of the Board receives Baht 360,000 per annum,
  and other directors each receive Baht 240,000 per annum. In addition,
  the Board of Directors received a total bonus of Baht 12 million for
  2007 performance approved by shareholders, which was allocated between
  directors in proportion to their annual director’s fees.

  Sub-committees’ remuneration was approved by the shareholders in the
  Annual General Meeting No. 1/2008 held on April 29, 2008 as follows:

  The Audit Committee – Chairman of the Audit Committee receives Baht
  160,000 annual fee and meeting allowance of Baht 50,000 per meeting.
  Member of the Audit Committee each receives Baht 80,000 annual fee and
  meeting allowance of Baht 25,000 per meeting.

  The Compensation Committee – Chairman of the Compensation Committee
  receives Baht 80,000 annual fee and meeting allowance of Baht 25,000
  per meeting. Member of the Compensation Committee each receives Baht
  40,000 annual fee and meeting allowance of Baht 15,000 per meeting.

  The Nominating and Corporate Governance Committee – Chairman of the
  Nominating and Corporate Governance Committee receives Baht 80,000
  annual fee and meeting allowance of Baht 25,000 per meeting. Member of
  the Nominating and Corporate Governance Committee each receives Baht
  40,000 annual fee and meeting allowance of Baht 15,000 per meeting.

  The Management’s remuneration, both cash and non-cash (i.e. Stock
  Ownership Program or Executive Stock Incentive Plan) is recommended by
  the Compensation Committee for approval by the Board of Directors
  and/or the shareholders, as appropriate.

  11. Board of Directors’ and Board Committee Meetings: The Board holds
  meetings once every two months, and has an extra meeting in March to
  review any necessary statutory issues, including the agenda for the
  Annual General Shareholders’ Meeting held in April of every year.
  Directors’ meetings are pre-scheduled with notices of meeting sent out
  to Directors at least 7 days prior to the meetings. There is enough
  time provided for discussion. Questions raised by the directors are
  explained and clarified by the responsible executives. The written
  minutes of the meetings approved by the Board of Directors are
  maintained for future verification. In 2008, there were 6 Board of
  Directors meetings.

  Other sub-committee meetings are held as appropriate. In 2008 there
  were 4 Audit Committee meetings, 2 Compensation Committee meetings,
  and 5 Nominating and Corporate Governance Committee meetings, with the
  attendance of directors and members of committees as follows:

  The Attendance of Board of Directors Meetings and Sub-Committee
  Meetings in 2008

  ------------------------- ------------ ----------- -------------- ------------ ---------------
                            Board of     Audit       Compensation   Nominating   Annaul General
                            Directors’   Committee   Committee      and          Shareholders’
                            Meetings     Meetings    Meetings       Corporate    Meeting
                                                                    Governance   
                                                                    Committee    
                                                                    Meetings     

  Pol. Capt. Prasit         6/6                                                  1/1
  Tantsetthi ¹                                                                   

  Mr.Cherdpan Bulsook       3/6                                                  0/1

  Mr.Somchai Bulsook        6/6                                     4/5          1/1

  Mr.Jakkris Bulsook        6/6                                                  1/1

  Mr.John William Hancock ¹ 6/6                                     5/5          1/1

  Mr. Joseph Gorge Zakaria  2/4                                                  0/1
  ^(2,3)                                                                         

  Mr. Manu Anand ⁴          6/6                      2/2            4/4          1/1

  Mr.Photipong Lamsam ¹     5/6          4/4                                     1/1

  Mr.Prasong Sukhum ¹       4/6          2/4                                     0/1

  Mr.Rahul Bhatnagar ^(2,5) 1/1                                                  0/0

  Mr.Ronald Stuart          6/6                                     3/3          0/1
  McEachern^(1,2)                                                                

  Mr. Stefano Sartoretti    3/4                                                  1/1
  ^(2,3)                                                                         

  Prof. Khunying Suchada    4/5          3/4                                     1/1
  Kiranandana ⁴                                                                  

  Mr.Surajit Wanglee        2/6                                                  0/1

  Mr.Surin Osathanugrah     6/6                      2/2                         0/1

  Mr.Timothy Edward Minges  1/1                                     1/1          1/1
  ⁵                                                                              

  Mr.William Ellwood        5/6                      2/2                         0/1
  Heinecke¹                                                                      
  ------------------------- ------------ ----------- -------------- ------------ ---------------

  ¹ Independent Directors

  ² Non-resident Directors

  ³ Appointed as director on March 11, 2008

  ⁴ Appointed as director on February 5, 2008

  ⁵ Resigned from directorship on February 10, 2008

  12. Committees: The Board of Directors has set up following
  sub-committees to work in particular areas:

  Audit Committee The Audit Committee consists of three members as
  follows:

  Mr. Prasong Sukhum Chairman

  Mr. Photipong Lamsam

  Prof. Khunying Suchada Kiranandana

  The Audit Committee is responsible for the review of the Company’s
  financial statement and internal control, including the compliance
  review on rules and regulation set by the Securities and Exchange
  Commission and Stock Exchange of Thailand, or related laws. The Audit
  Committee also considers and recommends the appointment of the
  Company’s auditors and the disclosure of related transactions to
  ensure their accuracy and correctness. The Audit Committee also
  prepares the Audit Committee Report to summarize the completion of the
  activities assigned by the Board of Directors.

  In 2008, there were 4 Audit Committee meetings to review and approve
  the Company’s quarterly and annual financial statements prior to the
  submission to the Stock Exchange of Thailand. The meetings also
  reviewed the audit points and corrective actions observed by the
  internal and external auditors on the Company’s internal control,
  making assessment on the adequacy of internal control process,
  reviewing the connected transactions and transaction which would cause
  the conflict of interests to ensure the compliance to the regulations
  set by the Security Exchange Commission and the highest benefits to
  the Company, appointing external auditors and fixing audit fee, and
  preparing Audit Committee report to the shareholders in the Company’s
  annual report.

  Nominating and Corporate Governance Committee The Nominating and
  Corporate Governance Committee consists of four members as follows:

  Mr. John William Hancock Chairman

  Mr. Somchai Bulsook

  Mr. Ronald Stuart McEachern

  Mr. Manu Anand

  The Nominating and Corporate Governance Committee is responsible for
  the selection of qualified and experienced individuals to propose to
  the Board of Directors and shareholders for election as Directors; to
  make proposals for evaluation of directors, and to develop and
  recommend to the Board appropriate actions to ensure good corporate
  governance.

  In 2008, there were 5 meetings held by the committee to review many
  issues relating to corporate governance, including Company’s Corporate
  Governance Policy, Directors Code of Conduct, and Charter of
  Compensation Committee; the nature of connected transactions in order
  to avoid the conflict of interest of the executives and persons
  involved with policy set up; the qualifications of independent
  directors; the policy for nominating directors and committee members;
  evaluating Board performance; preparation of the director’s manual;
  directors’ training with IOD; and the disclosure of information on the
  Company’s website.

  Compensation Committee The Compensation Committee consists of three
  members as follows:

  Mr.William Ellwood Heinecke Chairman

  Mr.Manu Anand

  Mr.Surin Osathanugrah

  The Compensation Committee is responsible for setting up the policy
  and compensation structure to ensure fairness to and motivation of its
  employees and management. The Compensation Committee considers the
  annual salary adjustment, bonus payment, and the allocation of
  securities to the Company’s executives and makes proposals to the
  Board of Directors and shareholders for approval.

  The meeting of the committee was held as necessary. In 2008, there
  were 2 meetings to review and approve the merit increase and bonus
  payment for the President and CEO; to approve the operating objectives
  for the CEO, and to consider and approve the 3^(rd) year targets for
  the executives’ long-term incentive plan and propose to the Board of
  Directors for approval.

  13. Control System and Internal Audit: Audit of the Company operations
  is conducted by the internal audit team, who work closely with the
  system development team to implement policies and procedures for good
  internal control and effectiveness of the operations in all units. The
  audit findings together with audit recommendation are reported to the
  President and CEO after completion of audit, and reported to the Audit
  Committee on a quarterly basis.

  14. Directors’ Report: All directors are responsible for the
  preparation of a Company financial statement, and are required to
  certify that report individually in section 3 of Annual Report Form
  56-1 submitted to the Securities Exchange of Thailand, and for
  acknowledgement of shareholders and investors. In addition, the
  Management (i.e. President and CEO, and Finance Director) also certify
  quarterly as to the correctness of the information in compliance with
  the rules and regulations of the Securities Exchange of Thailand.

  Report of the Board of Directors’ Responsibility on the Financial
  Statements appears on page … of this annual report.

  15. Relations with Investors: The Company reports its performance and
  important information to the Securities Exchange Commission and
  Securities Exchange of Thailand via the assigned media on a regular
  basis, and arranges meetings with individual investors by the
  designated representatives of the Company.

9.5 Control on Internal Information

  The Company employs a strict policy on the use of internal information
  particularly the confidential information on the operations, business
  plans, and performance of the Company which, if released inaccurately
  or prematurely, would cause damage to the Company or shareholders.

  The Company has established controlling measures for its directors,
  executives, and employees not to use unauthorized information for
  their own or other parties’ benefits. The Company also requires its
  directors and executives to inform the Security Exchange Commission
  and the Stock Exchange of Thailand on their holding and trading of the
  Company’s stocks to ensure the transparency and fairness.

  To restrict the release of the internal information and those related
  to the information technology, the Company has established a strict
  control on the use, the access, and the prevention for loss of
  information. Authorized personnel are equipped with passwords to
  operate and use information at different levels. For confidential
  information and information of which the release is prohibited by the
  Securities Exchange regulation, directors and management are obliged
  not to release or comment on those information outside the Company.

  Moreover the Company has, in the Employee’s Code of Conduct, stated
  that it would take disciplinary actions against the management and
  employees for the improper use of the information, including the use
  of information for their own benefit. In line with the Securities
  Exchange Commission regulations, Directors and management are required
  to file a report with the SEC to declare the status of their holding
  of the Company stocks every time they buy or sell such stocks, and are
  not to allow the doing of any act that impacts on the share
  transactions of the Company and its related company.

  In 2008, the Company set up “Log Management” system to keep the record
  of the use and the access to the Company’s computer network by all
  users in the organization as required by the new Computer Act. The
  annual review of internal control of the Company’s IT system was also
  performed by the auditors from KPMG Phoomchai Audit Co., Ltd. which
  revealed no internal system or operating practice that would cause any
  major risks to the business.

9.6 Personnel

As at December 31, 2008, the total Company’s employees are registered at
9,228. Total employee cost amounts to Baht 2.081 billion.

Number of personnel in each function:

  Production 1,633

General Administration 634

Fleet 352

Sales and Warehouses 6,609

There are no significant employee disputes.