PART 2 CORPORATE MANAGEMENT AND GOVERNANCE

7. Capital and Shareholder

7.1 Registered and paid-up capital

The Company has its registered capital as at December 31, 2017, totaled
1,754,148,354 Baht, of which 1,754,142,204 Baht paid up, classified as
ordinary shares at 584,714,068 shares, valued at 3.00 Baht per share.

7.2 Shareholder

  ------------------- -------------------------- ------------- -- --------- ---- ---------
  Top Ten of                                                                     
  Shareholders as of                                                             
  March 12, 2017                                                                 

                                                                                 

  Company                                        Number of        %              
                                                 Shares                          

  1                   Sojitz Corporation Group * 487,993,273      83.46          

  2                   Bangkok Steel Industry     20,491,000       3.50           
                      PCL.                                                       

  3                   Metrophos Co., Ltd.        16,614,500       2.84           

  4                   Metro Co., Ltd. Group **   15,175,191       2.60           

  5                   Central Glass Co., Ltd.    12,617,141       2.16           

  6                   Bangkok Bank PCL.          11,292,800       1.93           

  7                   Ms.Samamongkol             2,321,519        0.40           
                      Kanchanaporn.                                              

  8                   Mr. Phirawat Thammapimon   1835,500         0.31           

  9                   Mr. Mayuree                1,800,000        0.31           
                      Wongkaewcharoen                                            

  10                  Mr. Suparoek Mongkolsamai  1,000,000        0.17           

                                                                                 

  Remark                                                                         

  * Sojitz                                                                       
  Corporation Group                                                              
  consists of Sojitz                                                             
  Corporation                                                                    
  ("Sojitz"), holding                                                            
  shares at 43.92%                                                               
  and ISTS (Thailand)                                                            
  Co., Ltd. ("ISTS"),                                                            
  holding shares at                                                              
  39.53%. Sojitz and                                                             
  ISTS are the                                                                   
  related person                                                                 
  pursuant to Section                                                            
  258 of the SEC Act                                                             
  as Sojitz holds 49%                                                            
  of the registered                                                              
  capital of ISTS and                                                            
  has 6,370 votes                                                                
  rights out of                                                                  
  11,470 votes. The                                                              
  main business of                                                               
  ISTS is trading,                                                               
  import, export,                                                                
  production of goods                                                            
  including providing                                                            
  services in                                                                    
  relation to such                                                               
  goods in many                                                                  
  industry groups                                                                
  such as machinary,                                                             
  energy & metal,                                                                
  chemicals &                                                                    
  functional                                                                     
  materials and                                                                  
  consumer lifestyle                                                             
  business.                                                                      

  ** Metro Co., Ltd.                                                             
  Group consists of                                                              
  Metro Co., Ltd.                                                                
  ("Metro"), holding                                                             
  shares at 2.25% and                                                            
  Srikrungwattana 21                                                             
  Co., Ltd.                                                                      
  ("Srikrungwattana                                                              
  21"), holding                                                                  
  shares at 0.34%.                                                               
  Metro and                                                                      
  Srikrungwattana 21                                                             
  are the related                                                                
  person pursuant to                                                             
  Section 258 of the                                                             
  SEC Act as Metro                                                               
  holds 37% of the                                                               
  registered shares                                                              
  of Srikrungwatta                                                               
  21.                                                                            
  ------------------- -------------------------- ------------- -- --------- ---- ---------

7.3 Issuance of others securities

None

7.4 Policy on dividend payment

The Company’s policy on dividend payment

The Company will allocate dividend payment to shareholders at the rate
approximately 60% of the Total Comprehensive Income for the year after
legal reserved, taxed and cumulative loss (if any) derived from normal
business operation of the Company only basis. However, each dividend
payment will be subjected to change depending on the Company’s
investment plan, necessity as well as other justification and
consideration as the Board of Directors may deem appropriate.

However, the Board of Directors of the company will propose to the
Annual General Meeting of Shareholders No. 46^(th), on March 29, 2018,
to pay dividend at the rate of THB 2.00 per share for the performance of
the year 2017. This dividend payout represents approximately 60.9% of
the annual net profit, which is in accordance with the dividend payout
rate at approximately 60% of the Total Comprehensive Income for the year
as stated in the Company's dividend policy.

The Subsidiaries’ policy on dividend payment

The Subsidiaries do not have the policy on dividend payment in
particular. However, in general, the Subsidiaries consider paying
dividend based on performance and profit. In the year 2017, the Company
has received the dividend in the total of THB 15,837,440 from the
Subsidiaries.

8. Structure of management

8.1 The Board of Directors

Composition of the Board of Directors

The Board of Directors comprised of high competent and experienced
professionals and to balance the authority of management, The Company’s
Director structure has been set up with the Executive Directors,
Non-Executive Directors and Independent Directors, who are appointed to
be the Audit Committee and possess the qualifications according to the
SET’s regulation. The Company’s Article of Association states that the
Board of Directors shall consist of at least 7 directors and there shall
be at least 2 Independent Directors and 1 Director from outside.
However, there are 3 members of Audit Committee at present, which is
calculated as 1 of 3 of all directors.

The Board of Directors comprised of 9 directors as follows :-

  Three Executive Directors

  Six Non-Executive Directors in which Three directors are Independent
  Directors and the Audit Committee (1 in 3 of entire Board).

List of the Board of Directors

1. Mr. Yoshiaki Ichimura Corporate Board Chairman

2. Mr. Kyosuke Sasaki Director & President

3. Mr. Shigetsugu Fukuda Director & Executive Vice President

4. Mr. Jiro Nishiyama Director & Senior Vice President

5. Miss Kanokporn Aungsoontornsarid Director

6. Mr. Suvij Suvaruchiporn Director

7. Mr. Suvat Suebsantikul Independent Director & Audit

Committee Chairman

8. Mr. Opas Sripornkijkachorn Independent Director & Audit

  Committee Member

9. Mr. Kasemsak Masayavanich Independent Director & Audit

  Committee Member

For more information, please see the Attachment 1.

Details of the 2017 Board of Directors Meeting Attendance

In 2017, the company held 5 Board of Directors Meetings. Details of the
Meeting Attendance are as follow:-

+---+--------------------------+---------------------+---+---+---+---+---+
| N | Name                     | Position            | M |   |   |   |   |
| o |                          |                     | e |   |   |   |   |
| . |                          |                     | e |   |   |   |   |
|   |                          |                     | t |   |   |   |   |
|   |                          |                     | i |   |   |   |   |
|   |                          |                     | n |   |   |   |   |
|   |                          |                     | g |   |   |   |   |
|   |                          |                     | N |   |   |   |   |
|   |                          |                     | o |   |   |   |   |
|   |                          |                     | . |   |   |   |   |
+---+--------------------------+---------------------+---+---+---+---+---+
|   |                          |                     | 1 | 2 | 3 | 4 | 5 |
+---+--------------------------+---------------------+---+---+---+---+---+
| 1 | Mr. Yoshiaki Ichimura    | Corporate Board     |  |  |  |  |  |
| . |                          | Chairman            |   |   |   |   |   |
+---+--------------------------+---------------------+---+---+---+---+---+
| 2 | Mr. Kyosuke Sasaki       | Chief Executive     |  |  |  |  |  |
| . |                          | Officer &           |   |   |   |   |   |
|   |                          |                     |   |   |   |   |   |
|   |                          | President           |   |   |   |   |   |
+---+--------------------------+---------------------+---+---+---+---+---+
| 3 | Mr. Shigetsugu Fukuda    | Chief Financial     |  |  |  |  |  |
| . |                          | Officer &           |   |   |   |   |   |
|   |                          |                     |   |   |   |   |   |
|   |                          | Executive Vice      |   |   |   |   |   |
|   |                          | President           |   |   |   |   |   |
+---+--------------------------+---------------------+---+---+---+---+---+
| 4 | Mr. Jiro Nishiyama       | Executive Officer & |  |  |  |  |  |
| . |                          |                     |   |   |   |   |   |
|   |                          | Senior Vice         |   |   |   |   |   |
|   |                          | President           |   |   |   |   |   |
+---+--------------------------+---------------------+---+---+---+---+---+
| 5 | Ms. Kanokporn            | Director            |  |  |  |  |  |
| . | Aungsoontornsarid        |                     |   |   |   |   |   |
+---+--------------------------+---------------------+---+---+---+---+---+
| 6 | Mr. Suvij Suvaruchiporn  | Director            |  |  |  |  |  |
| . |                          |                     |   |   |   |   |   |
+---+--------------------------+---------------------+---+---+---+---+---+
| 7 | Mr. Suvat Suebsantikul   | Independent         |  |  |  |  |  |
| . |                          | Director &          |   |   |   |   |   |
|   |                          |                     |   |   |   |   |   |
|   |                          | Audit Committee     |   |   |   |   |   |
|   |                          | Chairman            |   |   |   |   |   |
+---+--------------------------+---------------------+---+---+---+---+---+
| 8 | Mr. Opas                 | Independent         |  |  |  |  |  |
| . | Sripornkijkachorn        | Director &          |   |   |   |   |   |
|   |                          |                     |   |   |   |   |   |
|   |                          | Audit Committee     |   |   |   |   |   |
|   |                          | Member              |   |   |   |   |   |
+---+--------------------------+---------------------+---+---+---+---+---+
| 9 | Mr. Kasemsak             | Independent         |  |  |  |  |  |
| . | Masayavanich             | Director &          |   |   |   |   |   |
|   |                          |                     |   |   |   |   |   |
|   |                          | Audit Committee     |   |   |   |   |   |
|   |                          | Member              |   |   |   |   |   |
+---+--------------------------+---------------------+---+---+---+---+---+

Remark 1.  means Attended , X means Absent, - means Resigned/not in
position

8.2 Executive Board

The Executive Board performs management of internal affair of the
Company. There are 8 members of the Executive Board as follow;

1. Mr. Kyosuke Sasaki Chief Executive Officer & President

2. Mr. Shigetsugu Fukuda Chief Finance Officer & Executive Vice

  President - Finance & Accounting Group

3. Mr. Jiro Nishiyama Executive Officer & Senior Vice President

  – Procurement Group

4. Mrs. Montha Kasadesinchai Executive Officer & Senior Vice President

  Human Resource Group

5. Mr. Watchara Pingsuthiwong Executive Officer & Senior Vice President

  – Commercial Group, Marketing and Research & Development Division

6. Mr. Somruk Likitcharoenphan Executive Officer & Senior Vice President

  – Production Group

7. Mr. Ryosuke Hori Executive Officer & Senior Vice President

  – Corporate Planning Group and Administration Group

8. Mr. Ko Tojima Executive Officer & Senior Vice President

- Yangon Branch

For more information, please see the Attachment 1.

TCCC Organization Chart

[]

8.3 Corporate Secretary

To comply with the Securities and Exchange Act, the Company appointed
Mr. Photchara Wattanawinij to be a corporate secretary to take care the
Corporate Board of Directors meeting and the Executive Board meeting,
prepare and maintain important documents including notice of the
Corporate Board of Directors meeting, Annual Report, notices of
shareholders meeting, minutes of shareholders meeting and Report on
Interest of Directors and Executives, including providing advice on law,
rules and regulations to support compliance of the Corporate Board of
Directors and the Executive Board.

Mr. Photchara Wattanawinij holds the law degree from Thammasart
University and the University of Sydney, Australia. He passed the
training on Fundamental Practice for Corporate Secretary (FPCS) #23 held
by the Company Secretary Club, Thai Listed Companies Association.For
more information, please see the Attachment 1.

8.4 Remuneration of Directors and Executives

[TABLE]

8.5 Personnel

The Company has in the total of 640 employees. In year 2017, the Company
has paid the remuneration to all employees in the total of THB
514,086,991. The remuneration is consisted of salary, overtime,
allowance, bonus, social security, pension fund, etc. The Company’s
subsidiaries have also paid the remuneration to all their employees in
the total amount of THB 67,741,273.

  ----------------------------------- -----------------------------------
  Year 2017                           Thai Central Chemical PLC.

  Employee of Head Office             165 Persons

  Employee of Phrapradaeng Plant Site 301 Persons

  Employee of Nakhon Luang Plant Site 171 Persons

  Employee of Had Yai Warehouse       3 Persons

  Total                               640 Persons

  Total of Remuneration               514,086,991 Baht
  ----------------------------------- -----------------------------------

  ----------------------------------- -----------------------------------
  Year 2017                           Subsidiaries Company/Associated
                                      Company

  Employee of MC-Agro Chemicals Co.,  74 Persons
  Ltd.                                

  Employee of N.I.M. Co., Ltd.        53 Persons

  Employee of Central Pacific         -
  (Thailand) Corp., Ltd.              

  Employee of TCCC Myanmar Limited    7 Persons

  Total                               134 Persons

  Total of Remuneration               67,741,273 Baht
  ----------------------------------- -----------------------------------

9. Corporate Governance

9.1 Corporate Governance Policy

Thai Central Chemical Public Company Limited (“TCCC”) is well aware that
good corporate governance and transparent management will increase the
company’s competitive capability and management efficiency, which will
be the key to long-term success and growth of the organization. TCCC
thereby arranges the management system with ethical principles of having
competent Board of Directors and management equipped with vision,
accountability, explainable rationale, responsibility, fairness and
integrity, transparency as well as the creation on control mechanism and
balance of power. The Company’s Board of Directors will jointly take
care, recommend and improve every system to operate according to the set
policy and strategies, the respect for rights of all shareholders and
stakeholders with equitable treatments, which would be the key factor
maximizing the Company’s value and the returns to shareholders.

The Company duly complied with the principles of Good Corporate
Governance for Listed Companies announced by the SET in these following
five topics:

1. Rights of Shareholders

2. Equitable Treatment to Shareholders

3. Concern of Stakeholders’ Roles

4. Disclosure and Transparency

5. Responsibilities of the Board

1. Rights of Shareholders

The company is highly aware of and always place importance on the rights
of shareholders in order to encourage their trust and confidence in
investing with the Company. Therefore, the Company has issued policies
and guidelines to maintain the equal basic rights to every shareholder
in compliance with the Articles of Association of the Company and
related laws. For example, the shareholders have the right to receive
profits/dividends equally, the right to attend the Annual General
Meeting of Shareholders, the right to appoint a proxy to attend and vote
on their behalf at the Annual General Meeting of Shareholders, the right
to express their opinions and ask questions to the Board, and the right
to receive sufficient and up-to-date information, and the right to be
treated in equitable when buy back shares is conducted by the Company.
Moreover, the Company has implemented the suitable management in
effective manner.

In conducting the shareholders meeting, the Company sufficiently
disseminated meeting notices and relative meeting documents to every
shareholder in advance and has provided assistance to shareholders in
the shareholders meeting; moreover, the Company has posted the meeting’s
information on the Company’s website for the shareholders to rapidly
access to it, and sent the copy of the meeting report to the
shareholders within reasonable time. In addition, the meeting notice was
specified each agenda with its reason, objective, and the directors’
opinion clearly. Besides, the Company provided opportunity to the
shareholders to submit questions or propose additional agendas to be
considered in the meeting in advance by sending such question or
additional agenda directly to the Company or via the Company’s website.

For the 45^(th) Annual General Meeting of 2017, it was held on 29 March
2017 at The Banyan Ballroom, the Banyan Tree Bangkok Hotel, South
Sathorn Road, Bangkok, where it was located in the city of major
transportation zone that the shareholders could conveniently travel to;
moreover, snack breaks and souvenirs were also provided to the
shareholders.

In the meeting, directors including Chief Executive Officers attended
the meeting, which presided by the Corporate Board Chairman, and had the
lawyer of external law firm count and check the vote. Before the meeting
had begun, the Chairman had informed the method of voting and vote
counting, and, during the meeting, the Chairman gave the opportunity in
reasonable and sufficient time to the shareholders to ask any questions
to the Board.

For election of directors in the meeting, the Company proposes directors
to be elected individually; thus, give chance to the shareholders to
actually elect director whom they wish.

The Company recorded and noted the meeting thoroughly, and posted on the
Company’s website so that the shareholders could examine the
correctness. Besides, the Company regularly disseminates information
under the Regulations to shareholders in a timely manner in order to
support their effective decision-making through the Stock Exchange of
Thailand (SET)’s channel including the Company’s website.

Moreover, the Company clearly discloses structure of revenue and
shareholding in subsidiary and associated companies in the annual report
and 56-1 Form, so the shareholders could be confident on the transparent
and auditable operation. The Company has neither cross-holder structure
nor pyramid-holder structure.

Last but not least, the Company appropriately arranged plant-site visit
for interested investors and the Company’s information can be obtained
directly from Corporate Secretary.

2. Equitable Treatment to Shareholders

The Company places great importance on its shareholders and manages to
treat all with equitability and fairness by arranging transparent and
efficient Annual General Meetings of Shareholders by running the meeting
and holding votes in accordance with the sequence of the meeting agenda
as notified in the invitation letter, and ensuring one share for one
vote to every shareholder. For a shareholder, who is unable to attend
the meeting, they could appoint one of the Independent Directors, or any
relevant person to attend the meeting and vote. In this regard, the
Company sends the proxy form A, B and C with the clear requirement of
documents, evidence for proxy appointment to the shareholders and
instruction of filling up the proxy together with the invitation letter,
and also they could be downloaded on the Company’s website as well.
Moreover, the invitation letter and related documents are also provided
in English version, and are sent to the foreign shareholders as well.

Any minor shareholder who wishes to propose the candidate for election
of director before the Annual General Meeting of shareholder can do so
by sending the proposal with resume of the candidate to the Company by
mail or via website. The Company has announced this message via the SET
and on the Company’s website.

In addition, for the benefit of the minor shareholders, the Company
conducts the cumulative voting to give the minor shareholders the chance
to actually elect director whom they wish.

To assure shareholders that directors, management, employees an relevant
insiders would not use undisclosed inside information for their personal
benefits, the Company has stipulated this issue in the Compliance
Program and the Code of Conduct & Ethics under the category of The
Company Information as the guideline to prevent any misuse of inside
information that would be unjustified to the shareholders by laying that
such insiders shall not disclose inside information to any persons
except for a person who needs to know, and shall not use the inside
information for their own or for their relatives’ benefit. The Company
printed the Compliance Program and the Code of Conduct & Ethics, and
distributed to directors, management and employees, and they shall
provide signatory evidence for acknowledgment. In this regard, the
Company shall hold the training of the Compliance Program and the Code
of Conduct & Ethics for directors and employees annually. The Company
erects the measure to prohibit directors, managements, and employees,
who acknowledge the Company’s inside information not to buy or sell the
Company’s shares during the period of 30 days before publicly disclosure
of financial statement or any important information which may affected
to the share prices. Furthermore, the Company complies with the SET
regulation that all directors and the management must report their TCCC
shareholding when first appointed to the position and disclose on every
change in shareholding according to rules and procedures set in the
Securities and Exchange Act. B.E 2535. The policy and measure taking
care on the use of inside information for the directors and management
has been stated in the Code of Conduct and Ethics under category: Use of
Inside Information. In addition, they will strictly take the same
procedures according to those set in the Securities and Exchange Act
B.E. 2535.

In the event of related transaction, the Company implements the term and
conditions in the Company’s schedule of authority, which complies with
Tor.Jor. 21/2551 Re. Related Transaction Regulation, announced by
Capital Market Supervisory Board, by categorizing the transactions in
type and value, and consider which procedure should be applied i.e.
disclosure to the SET, approval from the Corporate Board or approval
from the shareholders meeting. The transaction shall be fair and at
arm’s length. The Company also disclosure details of the related
transaction in the Annual Report with clarification of its reason and
necessity.

3. Concern of Stakeholders Roles

The Company conducts business by adhering to responsibility for the
rights of both internal and external stakeholders for sustainable
benefits which including shareholders, employees, suppliers,
competitors, creditors, customers, including society and surrounding
community on the basis of honesty, fairness and transparency. The
Company will not seek any personal benefit which may cause conflict of
interests with the Company’s or the stakeholders. In order to ensure
that fair treatment is provided for each group of stakeholders in
accordance with their rights and agreements, the Company prescribed the
measures for dealing with each group of stakeholders as follows:

3.1 Shareholders : the Company is committed to responsibility to create
the highest satisfaction for shareholders on the basis of sustainable
growth, continually suitable returns on investment and transparent
action along with good corporate governance policy.

3.2 Employees : the Company values employees as the valuable resource
and a key to success of the Company. Therefore, the Company endeavors to
develop human resource continuously, and also ensure safety and benefit
of employees by setting the policy upon these following fields.

Safety and Health: the Company has policy on work safety and security by
setting safety standard operation procedure to create a safe and
convenient working atmosphere that helps employees work effectively.
Especially, at the plant sites, there are safety rules to regulate the
work mandatory, which they are superior to those stipulated by the laws.
All employees, workers and subcontractors must acknowledge and comply
with them strictly. In this regard, the Company also records accident,
injury and leaves affected by works of all employees for making the
statistic to be disclosed and improve the safety of the work place
aiming at the maximum level.

Skill and Knowledge Improvement: The Company provides annual training
courses and useful seminars to every employee in every division based on
evaluation of their performance and need. Each employee is scheduled for
training courses and seminars in specific average hours, and shall be
evaluated for the result of training plan.

Remuneration and Benefits: Stated in the Work Rules, the Company
provides a reasonable and fair remuneration and benefits, which it is
referred to and based on the standard of its industry, to all employees
such as salary rate, provident fund, medical allowances, annual physical
check-ups, accident and life insurances, uniforms, canteen in the plant
site, accommodation, transportation, scholarship, cremation funds of
which covering to the member family of employees and others including
bonus of which depending on the Company’s performance in each year. The
Company also established Welfare Committee which comprises of
representative from employee and the Company. The committee shall
consider welfare of the employee and propose any improvement (if any) to
the Company for consideration.

Human Rights: Human rights and freedom is stipulated as the basic and
fundamental rights in the Company’s Code of Conduct & Ethics. It is
essential to respect the rights and freedom; no discrimination on
ethnics, colors, religious, Gender, orientation, age, and social status,
etc. The Company strongly refuses to child labors, and opposes to all
kinds of violations. Moreover, the Company pays attention to the
opinions and suggestions of employees at every level to construct and
improve the good cultural organization and working atmosphere.

3.3 Customers : the Company focuses on customers’ satisfaction by
assuring that customers would receive good quality product at reasonable
price. Guideline on how to treat the customers is also stipulated in the
Code of Conduct & Ethics such as product qualities and product
liabilities; hence, the Company shall deliver the products with the best
quality to the customers only, and the related product information and
quality are warrantied as well. Moreover, the Company has the policy to
keep customers’ information in confidential and will not use or disclose
it without permission. This policy also strictly applies to all
employees.

3.4 Suppliers / Creditors : Policy and procedure of selecting vendors
and supply chain dealers is stipulated in the Code of Conduct & Ethics;
therefore, the Company shall comply to such policy and procedure to
undertake the due diligence for ensuring that vendors and supply chain
dealers are in a good reputation, able to comply with contractual
mandatory, and not on the government watched list. Moreover, the
business transaction must not against or evade the laws and free from
any conflict of interest. In addition, to protect the benefit of vendors
and supply chain dealers, the Company shall make the non-disclosure
agreement on personal information or any other information with them.

3.5 Competitors : the Company sets policy and procedures in the Code of
Conduct & Ethics relating to free trade and fair competition according
to international principles under competition practice legal frame of a
fair trade competition, without any agreements that would obstruct the
business competition or any market manipulation such as flood the market
or price listed conspiracy.

3.6 Social, Community and Environment : the Company gives high priority
towards social responsibilities by stipulating the policy related to
construct and develop social, community and environment in the Code of
Conduct & Ethnics, and also make the annual plan of such scheme of which
appearing in the social responsibility report. In addition, the Company
initiated various projects which help reduce pollution and consume
natural resources effectively as stated in detail in CSR report which
has been disclosure to the public. Moreover, the Company sets up
“Community Relationship Committee” to co-ordinate regarding safety
standard concerning health and environment including cooperate with
government sector to support on social activities within the community.

The Company believes that the anti-corruption principal is the most
crucial policy for the sustainability growth of business; thus,
stipulating this policy in the Code of Conduct & Ethics. The Company
protests to any bribery and any kind of corruption such as not offering
or proposing any benefits to any officer or any person who uses the
state power for any unlawful fruit in return including not to bribe any
officer for any services. In the event that a transaction shall be
conducted through agents or representatives, the Company shall review
their qualification, and the value of such transaction shall not be
higher than the market price, and all related document of such
transaction shall be filed and recorded for the undertake of the
Company’s internal audit. For the purpose of aforementioned, the Company
shall provide the training course of the anti-corruption to all
employees, which it is a part of human resource development plan.

Moreover, the Company opens for any interested parties to participate in
monitoring the Company’s law compliance, good governance, Code of
Conduct and Ethics compliance, or any complaints on unlawful action that
may constitute corruption. In this regards, the Company provides channel
for the stakeholder to submit or propose any complaints, opinions and
recommendations to the Company as following:-

An employee can complain any misconduct of the Company’s rules and
regulations, or express an opinion to their superior or General Manager
or Executive Officer. If they feel uncomfortable or inconvenient to do
so, they can complain or express to the President via the President
Hotline. The Hotline is comprised of different channels such as email,
letter and telephone, which shall be directly reached the Chairman of
Compliance Committee or the President. Should the compliant or the
opinion has been made, the Chairman of Compliance Committee shall
deliberate it, and may call for the meeting among the Committee to
investigate the evidence and further undertake any reasonable action.

Furthermore, employees and any other interested party could complain
directly to the Board of Director via email:
compliance@thaicentral.cot.th, or telephone: 02-639-8888 or to the
Company’s Secretary at the address of 21/35-46, Thai Wah Tower 1, 15
Floor South Sathorn Road, Thungmahamek, Sathorn, Bangkok 10120. The
Secretary shall gather the complaint and all related details, and
circulate them to the Compliance Committee or the Board of Directors for
further processing.

The Company stipulated the guideline of procedure and punishment in the
Code of Conduct and Ethics. The Company shall protect the employees or
the stakeholders who make a complaint or expresses their opinion. Any
information related to such employee or stakeholders and details of such
case shall be kept in confidential and shall be destroyed when the
investigation has been accomplished.

4. Disclosure and Transparency

The Company gives importance to the disclosure of information which
shall be accurate, complete, transparent and comprehensive, in reports
of both financial and general information, and including the essence of
information which may effected to the Company’s share price. Various
information and news had been disseminated to investors and interested
parties through various outlets and media of the Stock Exchange of
Thailand (www.set.or.th) and the Company’s websites; www.tcccthai.com,
and call center 02-639-8888 Ext. 1411 or e-mail address:
mailbox@thaicentral.co.th which Investor Relations and Public Relations
provide services of information and news of the Company’s activities to
investors, analysts and general public.

4.1 The Company has disclosed detail of the Company’s information in
Annual Report and Form 56-1, such as, shareholding structure of the
Company, name, biography, shareholding proportion, authority of the
Board of Directors and the Audit Committee, the meeting attendance of
the directors, policy and amount of director remuneration, the Company’s
financial position and performance, nature of business and competition,
major risks, dividend policy, whistle blowing policy, connected
transaction, auditor fee and other fee paid to the auditor. 4.2 The
Company provides fair and equal opportunity for the shareholders and
investors to access the Company information. For such purpose, the
Company has prepared Annual Report, quarterly performance report
provided on the Company’s website. In addition, the Management
occasionally meets the investment analysts.

4.3 The Company has stipulated policy that all directors shall report
every purchase of the Company’s share including Report of Interest of
directors upon appointment as a director. In the first Board of Director
meeting after the Annual General Meeting of shareholders, such policy
shall be reminded to the directors for compliance.

4.4 Remuneration of Directors and Executives, the Company has defined
clear and transparent policy with regards to the remuneration of
Directors by having compared with the director remuneration in the same
industry. The remuneration of Directors and Executives for the year 2017
has already been disclosed under the heading of Directors and Executives
Remuneration.

4.5 The Board of Directors is responsible for the Company’s financial
statements, consolidated financial statements and the financial
information appear in the Annual Report. These financial statements are
prepared in accordance with generally accepted accounting principles
recognized in Thailand. Suitable accounting policies have been chosen
and applied consistently, with discretion used cautiously and the best
estimates used. There has also been adequate disclosure of important
information in the notes to the financial statements. The Board of
Directors has the opinion that the Company’s overall internal control
systems are at a satisfactory level, and can give reasonable confidence
in the credibility of the Company and its subsidiaries’ financial
statements as of December 31, 2017 that already been disclosed in Annual
Report.

5. Roles and Responsibilities of the Board

The Company’s Board of Directors is responsible for managing the
business to create the maximum benefits for the Company. The roles,
duties and responsibilities of the Board of Directors are to act within
the laws, the Company’s regulations, resolution of the Annual General
Meeting of Shareholders and good corporate governance principles with
honesty, integrity, responsibility and transparency. Furthermore, the
Company’s management performance to meet corporate goals, create the
highest returns for shareholders and uphold benefits of stakeholders in
order to implement the Company’s good corporate governance more
efficiency.

9.2 Sub – Committee

9.2.1 The Board of Directors

The Board of Directors comprised of high competent and experienced
professionals and to balance the authority of management, The Company’s
Director structure has been set up with the Executive Directors,
Non-Executive Directors and Independent Directors, who are appointed to
be the Audit Committee. All directors shall possess the qualifications
according to the Public Company Act B.E. 2535 (and amendments), the
Securities and Exchange Act B.E. 2535 (and amendments), and relevant
notifications of the Securities and Exchange Commission, the Capital
Market Supervisory Board, and the Stock Exchange of Thailand. The
Company’s Article of Association states that the Board of Directors
shall consist of at least 7 directors and there shall be at least 2
Independent Directors and 1 Director from outside. However, there are 3
members of Audit Committee at present, which is calculated as 1 out of 3
from the number of directors.

  The Board of Directors comprised of 9 directors as follows :-

  Three Executive Directors

Six Non-Executive Directors in which three directors are Independent
Directors and the Audit Committee (1 in 3 of entire Board). List of the
Board of Directors

1. Mr. Yoshiaki Ichimura Corporate Board Chairman

2. Mr. Kyosuke Sasaki Director & President

3. Mr. Shigetsugu Fukuda Director & Executive Vice President

4. Mr. Jiro Nishiyama Director & Senior Vice President

5. Miss Kanokporn Aungsoontornsarid Director

6. Mr. Suvij Suvaruchiporn Director

7. Mr. Suvat Suebsantikul Independent Director & Audit Committee
Chairman

8. Mr. Opas Sripornkijkachorn Independent Director & Audit Committee
Member

9. Mr. Kasemsak Masayavanich Independent Director & Audit Committee
Member

The Board of Director stipulates the policy to support the Company
director to attend training or courses to develop competency of
directors.

The Board of Directors held the Board Meetings in accordance with the
yearly advance planned schedule. The Company has sent the notice to all
directors together with agenda and supporting documents at least 7 days
prior to the meeting date. In the year 2017, the Board of Directors held
5 meetings which lasted about 3-4 hours each time. Each director
expressed the opinion freely and the minutes of each meeting was
proposed for adoption and kept for the concerned parties’ inspection.

  Roles and Responsibilities of the Board of Directors

1. The Board of Directors participates in setting direction of the
Company’s vision, mission, objective, business plans and budget as well
as supervises the management to conduct operations according to the
predetermined strategic plans and budgets, efficiently and effectively,
to maximize the Company’s value and shareholders wealth.

2. The Board of Directors has also established internal control system
and monitoring their implementation in a consistent, ever manner. The
Board of Directors has stipulated a strict segregation of operational
responsibilities and duties amongst members of the Board and Management
clearly defined each aspect of managerial authority, particularly
financial authority.

3. To carry out duties in accordance with the laws, the objectives, the
Articles of Association of the Company, and the resolutions of the
shareholders’ meetings in good faith and with care to preserve the
interests of the Company.

4. To determine vision, policy, operational plan and budget of the
Company as well as to oversee and superintend the management to be in
line with the assigned policy. The Board of Directors also supervises
the performance of the Company’s management by requiring them to report
on business progress and the Company’s earnings on a monthly basis at
the Board of Directors’ Meeting. Furthermore, the Board is fully aware
of pertinent laws and regulations and requires management to report
every important issue related to the Company in order to run the
business efficiently and correctly.

5. To consider and approve important transactions, such as new business
investment project, asset acquisition or disposition and other
transactions specified by the law specification.

6. To appoint or delegate any power to any other persons to conduct the
Company’s business subject to the control of and within the time as may
be specified by the Board, whereby such appointment or delegation of
power may, at anytime, be canceled, revoked, withdrawn or amended.

7. To approve or agree to the related transactions in compliance with
the relevant notifications, regulations and guideline of the Stock
Exchange of Thailand.

8. To consider transaction which may causes conflict of interest with
care, reasonable transparency and independence under good corporate
governance in order to avoid personal benefit or having any relation in
financial and/or in person with outsiders which may cause damage to the
Company.

  The Authorized Director to sign binding the Company

The directors and the number of them, whom are authorized to sign
binding the Company, are from group A: Mr. Kyosuke Sasaki or Mr. Jiro
Nishiyama, jointly sign with group B: Mr. Shigetsugu Fukuda, in total of
2 directors, and seal of the company.

Training of Directors

The Board has the policy to promote and encourage all directors to
attend or participate in the directors’ knowledge and skills development
program. In the year 2016, there are directors who attend the training
as follows.

1. Mr. Suvat Suebsantikul attended the training of Board Matters and
Trends (BMT) 3/2017, organized by Thai Institute of Director Association
(IOD).

2. Mr. Opas Sripornkijkachorn attended the training of Board Matters and
Trends (BMT) 3/2017, organized by Thai Institute of Director Association
(IOD).

3. Ms. Kanokporn Aungsoontornsarid attended the training of Board
Matters and Trends (BMT) 4/2017, organized by Thai Institute of Director
Association (IOD).

9.2.2 Audit Committee

The Board of Directors has resolved and appointed the first Audit
Committee in August 1999, consisted of 3 directors from the Board whose
fully qualified in accordance with the notifications of the Securities
and Exchange Commission, the Capital Supervisory Board and the Stock
Exchange of Thailand. The term of Audit Committee will be same as the
Company directors’ term. The Audit Committee member is eligible for
re-election. In the year 2017, the Audit Committee consisted of :

  1. Mr. Suvat Suebsantikul Audit Committee Chairman

  2. Mr. Opas Sripornkijkachorn Audit Committee Member

  3. Mr. Kasemsak Masayavanich Audit Committee Member

Mr. Opas Sripornkijkachorn is the well – knowledged and experienced in
auditing the Company’s financial statements.

In year 2017, the Audit Committee Meeting was held for 5 times, the
details of the attendance are as following:-

  1. Mr. Suvat Suebsantikul Attended the meeting for 5 times

  2. Mr. Opas Sripornkijkachorn Attended the meeting for 5 times

  3. Mr. Kasemsak Masayavanich Attended the meeting for 5 times

Authorities and responsibility of the Audit Committee

1. To review the Company’s financial reporting process to ensure that is
accurate and adequate.

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

3. To review the Company’s compliance with the law on securities and
exchange, the Stock exchange of Thailand regulations, and the laws
relating to the Company’s business.

4. To consider, select and nominate an independent person to be the
Company’s auditor, and to propose such person’s remuneration, as well as
to attend a non-management meeting with an auditor at least once a year.

5. To review the Connected Transactions, or the transactions that may
lead to conflicts of interests, follow up to the Stock Exchange of
Thailand regulations, as well as to ensure that their transactions are
reasonable and highest benefit of the Company.

6. Report on progress of the Audit Committee’s operation frequently as
deem appropriate.

7. To prepare and disclose in the Company’s annual report, an audit
committee’s report which must be signed by the audit committee’s
chairman and consist of the following information:

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

2.  Opinion of audit committee as to the following,

1)  The accuracy, completeness and creditability of the Company’s
    financial report.

2)  The adequacy of the Company’s internal control system.

3)  The compliance with the law on securities and exchange, the Stock
    Exchange of Thailand Regulations, or the laws relating to the
    Company’s business

4)  The suitability of an auditor.

5)  The transactions that may lead to conflicts of interests.

6)  An opinion or overview comment received by the audit committee from
    its performance

7)  Other transactions which according to the audit committee’s opinion,
    should be known to the shareholders and general investors.

8. Other assignments as resolved by the Board of Directors.

The Company has an Internal Audit Office reports directly to the Audit
Committee. The Internal Audit Office works independently in auditing the
operation of various departments. Furthermore, the Internal Audit duties
are to inspect and review the accuracy and completeness of data
including assessing an adequate and efficiency of the internal control
systems. The Internal Audit Office will audit and monitor the procedures
in compliance with the objectives to achieve the efficient and effective
Company’s operations. Mr. Pitoon Inuthai is the General Manager, who
oversees the Internal Audit Office.

9.2.3 Executive Board

The Company’s Executive Board is responsible for internal affair
management and administration. The Executive Board has 8 persons as the
executive officer. (Please see 8.2 Page 32.)

  Roles and responsibilities of the Executive Board

1. Administrate the Company’s affair to align with the Company’s policy
by having clear specific scope of authority in writing in the Schedule
of Authority i.e. procurement, production and selling, accounting and
finance and human resources according to plan or budget which is
approved by the Corporate Board of Directors with strict compliance,
honesty and considering the best interest of the Company and
shareholders.

2. Provide advice and suggestion to the President & CEO in decision
making of the important issues relating to strategy and direction of
business operation, business plan, budget and resources allocation.

3. Initially consider the meeting agenda before proposal to the
Corporate Board of Directors.

Segregation of the Chairman and the President & CEO Positions

The Chairman of the Board of Directors shall not be the Chief Executive
Officer, in order to clearly segregate duties in setting corporate
policy and daily management. Schedules of Authorities for the Board of
Directors is setting for approve 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.

9.2.4 Compliance Committee

The Compliance Committee is set up in accordance with the Compliance
Program to act for considering the contents and monitoring the
application of the Code of Conduct & Ethics which is the fundamental
policy covering and governing all business operation of the Company.

The Code of Conduct & Ethics shall apply to the Company, Directors and
all employees; they shall strictly comply with the Code. The practice of
the Code is based on moral, ethics, and honest principle aiming for all
employees to adhere the highest standard of ethic and prevent any
conduct which breach the law and the Company rules and regulations;
thus, it will achieve the trustworthy of the shareholders and the
investor. In addition, this will promote the sustainability growth of
the Company. The content of the Code is categorized in 3 chapters: Our
Employees, Our Business Conduct and Our Assets and Information. All
employees have the duty to study and understand the contents, and shall
apply it to any business conduct including keep monitoring any business
conduct to prevent any violation to the Code.

  Compliance Committee is comprised of:

1. The President The Chairman of Compliance Committee

2. Executive Officers The Member of Compliance Committee

3. Head of Legal Office The Secretary of Compliance Committee

  Roles and Responsibilities of the Compliance Committee

1. Plans the application and compliance of the Code of Conduct & Ethics
in order to achieve the objective, and educate the Code to all employees
including considers and approves the plan of application and compliance
of the Code that proposed by the related divisions.

2. Provides and monitors the emergency hotline for using in reporting
and complaining any unlawful act or any misconduct to the Company’s
rules and regulations or any doubtful act.

3. Set up the investigation team as deemed fit to finding facts of the
illegal acts or the misconduct to the Company’s rules and regulations,
and deliberate the punishment for those acts including find the
appropriate measure to deal with the case, and also prevent occurrence
of such case in the future.

4. Educates and trains all employees to understand and acknowledge their
duties and responsibilities under the Code of Conduct & Ethics.

9.2.5 Risk Management Committee

The Board of Directors have concerned of business risks therefore they
have appointed the Risk Management Committee to establish the risk
management policy for clear and proactive risk management systems which
also support for effective decision making as well as reduce any
possible loss. Risk Management Committee has adopted standard principles
of enterprise risk management widely applied in listed companies for
implementation in the Company.

  Risk Management Committee comprises of the following:

1. Chief Executive Officer & President – Chairman of Risk Management
Committee

2. Chief Financial Officer & Executive Vice President, Executive Officer
& Senior Vice President – Members of Risk Management Committee

3. Head of Internal Audit Office – Secretary of Risk Management
Committee

Roles and Responsibilities of the Risk Management Committee

1. Prescribe policies and suggest measures for the appropriate and
efficient management of risks associated with the business operation of
the Company.

2. Prescribe risk management and procedures to cover the entire
organization.

3. Review risks and their mitigation measures as evaluated by the risk
owners, and provide recommendation for improvement.

4. Follow up and evaluate the performance in accordance with the
organization-wide risk management framework, and regularly review risk
management policy.

5. Engage in any other duty as assigned by the Board of Directors.

Furthermore, Risk Management Committee has appointed the Risk Management
Sub-Committee comprising of divisional heads of all business units to
proceed with risk management in divisional-level, with facilitation and
support by Internal Audit Office.

9.3 Recruitment and nomination of director and executive officer

  9.3.1 Director

  Appointment and Dismissal of Director

According to the Company’s Article of Association, director shall be
appointed by the shareholder meeting or the Corporate Board of Directors
meeting. The Company’s Board of Directors shall consist of at least 7
directors and at least half of which must have residence in the Kingdom.
The Board of Directors must have at least 2 Independent Directors and 1
Director from outside.

The Company’s Article of Association stipulates that the voting of
directors shall be Cumulative Voting and the following rules and
procedures apply:

(1) Each shareholder shall have votes equal to the number of shares held
multiplied by number of Directors to be elected.

(2) Each shareholder may exercise all the votes he or she has under (1)
to elect one or several persons as directors. In the event of electing
several persons as directors, he may allot his votes to any such person
at any number.

(3) Persons who gain the highest vote and the following order, equal to
the number of directors to be appointed, shall be the Company’s
directors. If the number of the following orders of the same vote
exceeding the number of directors to be appointed then the Chairman
shall a casting vote.

At each Annual General Meeting, all members of the Board of Directors
shall vacate their office, and the meeting shall vote for the new
members of the Board of Directors according to the above mention voting.
The Director retired on term may be re-elected. However, the former
Board of Directors shall remain in office to carry on the business of
the Company only as necessary until the new Board of Directors assumes
office.

In addition, directors shall vacate office upon death, resignation, loss
of qualifications or disqualification under Section 68 of the Public
Company Act B.E. 2535 or unqualified according to the Securities and
Exchange Act B.E 2535. For any vacancy in the Board of Directors as the
previous mention, the Company’s Article of Association stipulates that
Board of Directors may select duly qualified person without
disqualification under Section 68 of the Public Company Act to replace
the vacating director at the next board meeting except where the
remaining term of office of such director is less than two months. The
person who becomes a director in place of the vacating director shall
hold office only for the remaining term of the director whom he/she
replaces.

The Company’s Article of Association also states the mean of dismissal
of director by having shareholders pass a resolution to remove any
director prior to his/her end of the term by a vote of not less than
three-fourths of the number of shareholders attending the meeting and
entitled to vote and holding shares in an aggregate number of no less
than half of the shares held by shareholders attending the meeting and
entitled to vote.

  Nomination of Director

In case of vacancy of Director(s), either by resignation or by term, the
Corporate Board of Directors will select person(s) who is qualified
without disqualification under the law, competent and suitable to fit
the directorship and propose to the Corporate Board of Directors Meeting
or Shareholder Meeting as the case maybe stipulated in the Company’s
Article of Association. The Company does not have the Nomination
Committee for selection of Director(s).

If selection of director(s) has been conducted, the Company by the
Corporate Secretary shall provide the orientation to the new director(s)
with all information, rules and regulations related to the Company’s
business including the duty under the rules and regulations of a
director in a listed company.

  9.3.2 Independent Director

The independent director is not nominated by the Nomination Committee
because the Company has no such a Committee. The nomination process has
been conducted by consent of the Corporate Board meeting by selecting a
person whose qualifications meets the Public Company Act B.E. 2535 (and
amendments), the Securities and Exchange Act B.E. 2535 (and amendments),
and relevant notifications of the Securities and Exchange Commission,
notifications of the Capital Market Supervisory Board No. Tor Jor
39/2559, and relevant notifications of the Stock Exchange of Thailand.

9.3.3 Executive Board

  Nomination of the Executive Board

The Corporate Board of Directors will nominate the President and the
Executive Officers after the Annual General Meeting. The term of the
President and the Executive Officers is 1 year. The nominated Executive
Officer is selected from the member of the Corporate Board of Directors,
Senior Vice President or an outside person who is competent and
well-knowledgeable. In the event of vacancy of Executive Officer, the
President shall propose the nominated person to replace the vacancy to
the Corporate Board of Directors for approval. The new Executive Officer
shall serve its term for the remaining period of the former Executive
Officer whom he/she is replaced.

9.4 Supervision on operation of the subsidiary company and the
associated company

The Company sent the representatives of the Company to hold the position
of directors of the subsidiaries and the associated company for
supervision on operation of those subsidiaries and associated company in
accordance with shareholding proportion. The representatives shall
participate in policy making and take part in significant decision
regarding business operation. They also ensure that those subsidiaries
and associated company comply with rules and regulation of the related
regulators i.e. SEC and SET in regards to information disclosure,
connected transaction, acquisition and sale of asset etc. as the same
compliance as the Company. In addition, accounting system of the
subsidiaries and the associated company shall comply with the same
standard as the Company in order to be consolidated in the financial
statement.

9.5 Internal information usage.

The Company has stipulated policy in regards to internal information
usage as the guideline to prevent any misuse of inside information which
is unjustified to the shareholders. This is to assure shareholders that
directors, management, employees and any relevant insiders will not use
undisclosed inside information for their personal benefits.

5.1 The Company prepared the Compliance Program and the Code of Conduct
& Ethics which contains topic of Information of the Company and Insider
Trading and distributed to directors, management and employees, and they
shall provide signatory evidence for acknowledgment. In this regard, the
Company holds training of such topic for directors, management and
employees. These people shall not use information which they have
acknowledged from working to seek for unlawful personal benefit.

5.2 Directors and Executives of the Company shall prepare the report on
change of the Company’s securities held and submit it to SEC in
accordance with Section 59 of Securities and Exchange Act B.E. 2535 and
the directors and executives are prohibit to seek any benefit from
substantial information which have not yet disclosed publicly including
buy and sell the Company’s securities. The directors and executives
shall be prohibited from buy and sell the Company’s securities within 30
days prior to disclosure to the public of financial statement including
any substantial information which may impact to the Company’s
securities.

5.3 The Company subsidiaries shall also comply with the Compliance
Program and the Code of Conduct as they have announced these regulations
as their internal regulation.

9.6 Remuneration of auditor

The Company’s auditor is Mr. Manoon Manusook, Certified Public
Accountant No. 4292 (affixed his signature on the Company’s financial
statement for 3 year in 2015, 2016 and 2017) and/or Mr. Chavala
Tienpasertkij, Certified Public Accountant No. 4301 (never affixed his
signature on the Company’s financial statement) and/or Ms. Nisakorn
Songmanee, Certified Public Accountant No. 5035 (never affixed her
signature on the Company’s financial statement) of Deloitte Touche
Tohmatsu Jaiyos Audit to be the auditors of the Company for the
financial year 2017 with the following details of remuneration:-

1.  Audit Fee:

+--------------------------------------------+-------------------------+
|   Year 2017                                |   Unit:Baht             |
+--------------------------------------------+-------------------------+
| Annual Audit Fee include consolidated      | 1,480,000.-             |
+--------------------------------------------+-------------------------+
| Interim per quarter include consolidated   | 290,000.-               |
+--------------------------------------------+-------------------------+
| Total Remuneration                         | 2,350,000.-             |
+--------------------------------------------+-------------------------+

2.  Non-Audit Fee:

  None

10. Corporate Social Responsibility

Corporate Social Responsibility Report

At present, the notion of Corporate Social Responsibility or CSR becomes
the crucial path way toward sustainable growth of the business. It can
be seen that the large corporations both domestic and abroad have
blended such idea into its business strategy as it has been proved that
performance of the corporate activities with caution of any impact
against the corporation itself, community and environment will enhance
joyful living between corporation and community, and, finally, it leads
to sustainable development of the corporation.

Thai Central Chemical Public Company Limited realizes importance of CSR
and, hence, always complies with such notion in its day to day
operation. The Company has prepared the CSR report to publicize such
activities to the public.

Vision

The first-choice of growers

“We aim to be a top priority choice of agriculturalists in Southeast
Asia by delivering excellent products and services that boost quality
and productivity in farming.”

Mission

To accomplish the vision, the Company has stipulated the mission as
follows.

1.  We Strive to Create Values

We are committed to bringing new values to farmers and agriculture, by
providing superior quality products and services, continuously invented
and developed to increase farming productivity. Our services will spread
over to farmers in ASEAN countries and be even diversified further to
enhance our value chain in agriculture industry.

2.  We Develop our People

We are committed to growing our people, by providing learning
opportunities and by creating a corporate culture where employees
encourage each other to grow together. We will keep evolving our
organization to accommodate changes in business environment.

3.  We Care for Society

We are committed to making environmental friendly and sustainable
business processes as well as creating positive influences to society,
by integrating corporate citizenship and sustainable development
concepts into our business practice.

Direction toward sustainability

Agriculture is crucial for Thailand and the world community.
Agricultural product will be used as food, clothes, housing, medicine
and other necessary thing in daily life. As the chemical fertilizer
producer, the Company shall be responsible for high quality product for
increase of agricultural production. The Company believes that honesty
to the customer by controlling of production at high level of standard
and providing advice on use of the product will help enhance efficiency
of agriculture. This will promote better quality of the agriculturist
and the Company will sustainably grow as a consequence. In addition, the
Company will not neglect taking care of the community which may affect
from the Company activities by minimizing pollution, saving energy and
developing community in accordance with its needs. This is a supportive
relationship between the Company and the community which will lead to
sustainable growth.

Scope of the report

This CSR report has been prepared in accordance with the Guideline for
Sustainability Report, the Stock Exchange of Thailand by using the
Integrated CSR Reporting Framework version 2, Thaipat Institute, as a
framework. The material in the report covers only the activities of Thai
Central Chemical Public Company Limited which excludes its subsidiaries.

The Company’s business

The Company is a producer and distributor of high quality chemical
fertilizer with production capacity of 1.2 million metric tons per year.

Stakeholders

The stakeholders is the concerning person with the Company activities in
many aspects and may affect from operation of the Company. Therefore,
the Company shall take responsibility to control any activities for
generating benefit and minimize any effect as much as possible. The
stakeholder, moreover, is the important part for strategic planning on
sustainable growth. In particular, the Company will assess the risk of
such activity and monitor any effect happening to the stakeholder
including survey needs of the stakeholders, and then the Company will
plan the strategy, policy or any guideline to address such affect.

The Company categorizes the stakeholder of the Company into groups as
follows.

1. Staff; Staff performs activities of the Company in accordance with
the Company’s policy. Benefit or effect, which will happen, is salary,
welfare, job promotion, seminar or training and workplace environment.

2. Shareholder and investor; Shareholder and Investor buy share(s) of
the Company; hence, they share interest with the Company performance.
Benefit or effect which may happen is consideration in many forms, such
as, dividend, profit, loss from the Company performance and information
disclosed by the Company.

3. Farmer; Farmer is a direct stakeholder by consuming the Company’s
product. Benefit or effect which may happen is quality of the product
and services, product information disclosure, non-disclosure of the
customer information and after sale service.

4. Dealer; Dealer is one of the significant shareholder in distribution
of the good to the farmers. Benefit or effect, which will happen, is
commission from sales of goods, preparation and transportation of the
goods to the dealer, marketing promotion and support, warrantee in case
damage of goods.

5. Business partner and Supplier; They play an important role in supply
chain i.e. supply raw material or provide services in any work or
project. Benefit or effect which may happen is price of the supply,
auction of any project, knowhow or technology transferred.

6. Competitor; Competitor is a stakeholder in business competition.
Benefit or effect which may happen is fair and legally trade or
transparent and ethical business operation.

7. Creditor; Creditor relates to the Company as it has the right to
claim against the Company. Benefit or effect which may happen is timely
payment including any agreed consideration.

8. Community; Community relates to the Company as it may obtain benefit
or effect from the Company’s production, such as, pollution, employment
in the community, distribution of local goods or community development.

Significant and focused issue for CSR

From analysis of the stakeholders considering the issue which is
important to the stakeholders and the issue which is important to the
Company, the Company has specified the significant issues as follows.

-   Quality of the product

-   Environmental friendly production process

-   Providing information on use of the product

-   Human resources development

Then the Company has proceeded CSR activity focusing on the above
issues.

Social and Environment Responsibility

The Company has compiled the Companies’ activities considered as social
and environment responsibility and, therefore, shown as follows.

Responsibility to Consumer

The Company’s policy focuses on high quality product at or above the
standard level. This will assure the customer’s satisfaction and
confidence in quality of the Company product as “Full Fertilizer
Formula”. The good quality fertilizer will increase product yield and
will increase income of the agriculturist consequently. Finally, the
agriculturist will have better standard of living. In this matter, the
Company has proceeded in accordance with Responsibility to the Customer
as follows.

  1. Quality control.

- In production line, the Company strictly examines the quality of raw
material and finishing goods by randomly examined for 3 stages. Firstly,
the raw material will be randomly examined for quantity of nutrient
before going through production line. Secondly, the fertilizer will be
examined nutrient content after it has been produced and transported to
the warehouse. Thirdly, before the fertilizer is packed, it will be
examined the nutrient content again. In each stage of examination, the
Company’s staff will randomly collect the sample every 15 minutes from
the belt conveyor and once the staff gets 8 samples (or every 2 hours),
such samples will be sent to the Company’s laboratory for nutrient
content analysis. If any sample does not meet the standard of quality,
the fertilizer produced in such period will be separated and will be
sent to reproduction process. From statistic, there is only 0.2% of
fertilizer which has been sent to reproduction process. This quality
control procedure is one of the highest standards of quality control
systems in the fertilizer industry.

- The Company set up the laboratory for analysis of fertilizer quality
at Nakhon Luang plant site and Prapadaeng plant site which are the most
advance and highly efficient in nutrient content analysis. Both of the
Company’s laboratory have been certified ISO/IEC 17025 : 2005 standard
for fertilizer analysis from Department of Science Service, Ministry of
Science and Technology. Hence, it can be assured that fertilizer
examined by the laboratory will meet standard of industrial quality.
Furthermore, the Company laboratory is now certified as the certified
laboratory for fertilizer analysis from Department of Agriculture,
Ministry of Agriculture and Cooperatives. Any fertilizer traders can use
the result of fertilizer analysis by the Company’s laboratory to
register with Department of Agricultural for trading.

  2. Information disclosed to the agriculturist

- The Company arranges the farmer meeting every week through the year to
provide the farmer knowledge relating agriculture in various topics. The
meeting will be co-arranged by the dealer which will be responsible for
finding the venue of the meeting and inviting the participants around
30-200 persons per session. The meeting will be arranged in different
areas covering all parts of Thailand and it is free of charge. The topic
in the meeting will cover agricultural knowledge, such as, how to grow
plants, soil fertility, treatment for plant decease, fertilizer usage
etc. The speaker will be the Company staff. The participants are
welcomed to ask question and the speaker will answer accordingly. In
addition, the Company has been invited from many organizations,
institutes or traders who wish the Company to give a lecture or
participate in the event to introduce the Company product.

- The Company conducts the Demonstrating Plot Project which gives chance
to the agriculturist to actually try plantation of rice, onion, garlic,
rubber tree, cassava and other plants by using the suitable fertilizer
formula of the Company in comparison with the old way of plantation
which has been conducted previously. The Company will select the leading
agriculturist who is interested in the project and he/she shall allocate
some area to be the demonstrating plot. Then he/she shall use the
Company’ fertilizer with the demonstrating plot following advice of the
Company in 4 matters which are right formula, right time, right ration
and right method. The Company will provide the suitable fertilizer
formula for the demonstrating plot 1 bag which normally can be used for
area of 1 Rai for free of charge. From the result, 99% of the
participants agree that production yield of the demonstrating plot which
follows instruction of the Company and use the Company’s fertilizer has
been increasing.

- The Company quarterly publishes Puen Tae Kasetkorn Thai (True Friend
of Thai Agriculturist) Magazine distributed to agriculturist,
governmental unit, dealer and any person who is interested in for free
of charge and it also can be downloaded from the Company website. The
content in the magazine will relate to agriculture in various aspects,
such as, the King’s advice on agriculture, plantation of various plants,
protection of plant decease, soil improvement etc. written by academic,
agricultural expertise or the Company staff. It also publishes details
of much research in relation to appropriate fertilizer formula for each
plants conducted by the Company. In addition, there is a column of
agricultural question answering which give chance to the agriculturist
to ask the question and the Company will have the expertise answer it
accordingly.

- The Company enhances children of the farmers to learn about knowledge
via various projects, such as, Edible Garden Project having the
objective to educate the children on preliminary agriculture knowledge
regarding vegetable growing and how to use fertilizer correctly starting
from seed selection, application of fertilizer and harvesting. The
Company hopes that the young generation shall be able to apply knowledge
from this project to their plantation at home. This project also
enhances the children to have discipline, cooperation, and, most
importantly, they shall have fresh and safe vegetable grew for eating.
This year the project has been conducted at Wat Saded school (in
patronage of Khun Sri Prasert) and Wat Lamud school which are the school
located in the community near Nakhon Luang plant. In the future, the
Company will expand this project to many school in the region.

3. Manufacturing Process Improvement

- The Company conducted the Internal Logistic Improvement at Nakhonluang
plant site and Prapadaeng plant site, namely, transporting the products
to the warehouse and transporting the products to customers or dealers.
For Nakhon Luang plant site, the Company has installed Pallatizer system
using pallets, forklift trucks and belt conveyers to transport the
products which was controlled by the computer system. The improvement
replaced the conventional which mainly operates by labors and trucks for
the transportation. The improvement resulted in reducing the busy
traffic when transporting the products to customers’ vehicles. In the
high season, the customers may spend 6 hours in average for picking up
the goods, and 2.7 minutes per ton in average for loading the goods onto
the trucks excluding the time for truck moving between the loading
stations of each formula. After implementation of the project, such
pick-up time is decreasing to 4 hours in average, and 1.8 minutes per
ton for loading to trucks without moving the trucks as all formula of
the goods can be loaded at one loading station. In conclusion, this
project can decrease the customers’ pick-up time in the warehouse by
about 33%.

For Prapadaeng plant site, the Company has improved process of
transporting the products to the warehouse and transporting the products
to the customers or dealers by installing P-Sling system using the sling
for moving the products. From efficient assessment for 6 months, the
transportation period decreased by half, from 2.7 minutes per ton for
loading the goods onto the trucks to only 1.35 minutes per ton. However,
the Company shall further collect data at least 12 months for efficient
assessment of logistic improvement.

4. Environmental preservation

- The Company has built the Co-Generation Power Plant which generates
electricity and heat at the same time at Prapadaeng plant site. The
electricity generated by the power plant will be consumed in the plant
site internally and if there is excess of electricity, it will be sold
to Metropolitan Electricity Authority (“MEA”). Heat, produced by the
exhaust gas of the power plant in addition to electricity, can be used
in fertilizer production process. Former days, heat was produced by
separate gas firing boiler but the Co-Generation Power Plant can use
such natural gas to produce both electricity and heat. This project,
therefore, promotes the Company decrease of energy consumption,
production cost saving and income generating from sale of electricity to
MEA. The operation of the power plant has begun since the end of 2013.

- The Company has conducted Air Quality Control Project at Phrapradaeng
plant site and Nakhon Luang plant site. Normally, in transportation
process of raw material or finishing good into the plant site, micro
dust can be released and it may affect the nearby community and
environment, also it is loss of the Company. In this project, the
Company has installed the dust protection equipment using Cyclone System
to produce air circulation and makes dust sink to the bottom. After
installation of the equipment, the quality of air complies with the
standard of industry. The Company has also installed additional dust
protection equipment using Scrubber Tank System which can be able to
trap dust with smaller size (smaller than 20 Micron) by using water.
Moreover, the Company has installed the information board showing air
quality at the pier of Nakhon Luang plant site for acknowledgement of
nearby community in accordance with environmental governance principle.
The air quality will be monitored every day and the result will appear
on the information board accordingly.

- The Company initiates Garbage sorted out Project at Prapadaeng plant
site and Nakhon Luang plant site. This project aims to motivate staff to
sort out garbage before discarding it. The Company will buy garbage
which can be recycled at the agreed price, and, after that, the
recycling garbage will be sold to the purchaser of recycling garbage.
This will align with the campaign “Turn garbage into money” initiated by
the Company. The revenue from the purchase of garbage will be circulated
in the Project that is to buy garbage from staff again. In addition, the
Company has changed garbage containers to be appropriate and enough for
the quantity of garbage in the plant site. At Prapadaeng plant site, the
result shows that there is 5.3 Ton of recycling garbage sold to the
purchaser. At Nakhon Luang plant site the result shows that the general
garbage to be eliminated decreases by 33 Ton or 26% of the normal
quantity and the recycling garbage sold to the purchaser increases by 5
Ton or 68% of the normal quantity. This project can help reduce quantity
of garbage which pollutes environment, decrease cost of garbage
eliminated and generate income from sale of recycling garbage. More
importantly, it encourages staff to realize environmental issue.

- Prapadaeng and Nakhon Luang plant site were certified ISO 14001 : 2004
Standards (Environmental Management System) which is the most trusted by
organizations worldwide for managing resources and environment as well
as developing business in the mean time. The Standards mainly emphasized
on polluted prevention and green environment in order to reducing any
environmental affects including reduction of production costs. In
addition, both plant sites have been certified ISO 18001, which is the
industrial standard indicating health managerial system, safety of
organization and improvement of the process in every aspects such as
decrease of risks of damage and accident of employees and related
person, improvement of business operation to ensure safety, and
emphasizing the Company’s image of responsibility to all employees, the
Company itself and social.

5. Fair treatment for the worker

- The Company acknowledges safety of the Company’s employee as priority;
therefore, having announced Work Instruction to be a guideline for
working by having the safety standard not lower than the standard set by
Department of Industrial Work. The Company holds seminar on safety issue
periodically and invites an outside speaker to give a lecture. In
addition, the Company has collected the statistic of accident which
occurred in the plants including any injuries caused by work as the
following details.

In 2017, there were 9 times of accidents occurred in the plants. 15
employees and contractors were injured and took leave for 214 days. Such
incidents were calculated as Injury Frequency Rate (IFR) of 7.36 per 1
million hour, and Injury Severity Rate (ISR) of 78.79 per one million
hour.

In this matter the Company also provides interpreter for foreign
workers, such as, Cambodian, in order for them to be able to understand
the seminar. Every morning before starting work, a short period of 10
minutes will be reserved for a supervisor to perform Safety Talk with
their subordinates. The safety rules and other interesting matter will
be briefed in this period. In working process, if there is any accident,
investigation will be proceeded and it will be reported to the Safety
Health and Environment Committee for improvement of safety measure (if
any). Statistic of injury caused by work will be also collected for
improvement of safety standard of employee. However, in the last years,
there was none of injury which has happened from the same cause.

- The Company gives priority to human resource development. The Company
believes that the Company could sustainably grow; the employee shall be
the quality and professional persons. In this regard, the Company
rendered the policy to develop the employees’ skills in related areas
through the training both in fundamental skills and specific profession
skills such as English language, information technology, administration
and management, safety at work place, leadership, and environment, in
total of more than 112 courses. The training course was designated to
suit the necessity for developing the man powers’ skills and the
Company’s strategies. Furthermore, the Company opened for the employees
to provide opinions toward such trainings in order to design the most
suitable course to meet requirement and desire of the employees and the
Company. Training statistic could be summarized as follows

The number of employees, who attended the training, was 98.17% of all
employees. The total hours of trainings were 12,546.50 hours, or 20.14
hours per person per year in average. The training expense per person
per year amounted to THB 8,272.05

- In addition, the Company initiated White Factory Project at Prapadaeng
plant site and Nakhon Luang plant site which aims for a clean workplace
from narcotic. With cooperation from the police and the office from
Department of Administration, the Company randomly tests employee’s
urine without prior notice. If the result shows that any employee has
narcotic in his/her body, the Company will not immediately punish
him/her. Such employee will be sent to the hospital for rehabilitation
program. There will be several session of discussion with a therapist,
medicine treatment and regular urine test until completion of the
program. After that, such employee will be tested in accordance with the
normal schedule of the project. If the result still be the same, the
Company will terminate employment of such employee. Nevertheless, from
statistic, all employees who completes rehabilitation program, passes
the random urine test in every case. At present, no employee found
narcotic in the urine test.

6. Innovation and distribution of innovation obtaining from CSR
compliance

- For the best interest of the agriculturist in usage of chemical
fertilizer, the Company cooperates with various leading educational
institutes to conduct research in order to search for the appropriate
fertilizer formulas with different economical plants. The agriculturist
is also encouraged to use the outcome of research for their plantation.
The examples of research are as follows.

  - Research on searching of the appropriate fertilizer formula for
  longan in different area, cooperating with Maejo University, Chiang
  Mai Province.

  - Research on usage of different types of fertilizer with corn yield,
  cooperating with Chiang Mai University, Chiang Mai Province.

  - Research on comparison of growth and production of palm oil using
  different fertilizer formulas, cooperating with Maejo University at
  Chumphon, Chumphon Province.

  - Other research

The Company sponsors all expenditure in conducting research. The outcome
of research has been publicized for the agriculturist, fertilizer
traders and any person who is interested in by publishing in Puen Tae
Kasetkorn Thai Magazine and in the seminar or meeting with the farmer.

CSR after process

- Scholarships for farmers’ children

The Company initiated policy to support and encourage farmers’ children
who have an excellent academic record but financial limitation. Then, in
the future, they become a decent and qualified person to the society. In
addition, this activity will create positive perception and impression
of the trademark “OX-Brand” to the farmers including good image of the
Company. In this matter, the Company has arranged scholarships for
farmers’ children who are studying in the primary school and the
secondary school and have an excellent academic result but financial
limitation. The scholarship will be granted via schools in the northern
part and northeast part of Thailand. For last year, the Company had
funded scholarship for THB 1 million.

- Rice Camp project by Thai Rice Foundation in the Royal Patronage

The Company supported Rice Camp project in the Central part “Youth
Farmers: The Future of Thai Rice” arranged by Thai Rice Foundation in
the Royal Patronage. The object of the project is to promote learning
process and support the young generation to be able to have a carrier as
a farmer with better quality of living. The project will select the
youth of the farmer all over Thailand for the opportunity to learn and
experience the knowledge in research and development of rice including
the present and future technology in production, processing, product
development for value added and rice trading. The Company supports this
project every year continuously.

- Supporting various public activities

The Company emphasis on participation of supporting various public
activities which the Company views that it is beneficial to the society,
namely, donation to Vissukham Foundation to be scholarships for
descendents of the officers of Ministry of Commerce, supporting
fertilizer to The Psychological Security Association of Thailand (PSAT)
to be used in Mother’s Day activity every year, Donation to help flood
victim in the Northeast and Southern Part via Pracha Rath project.

11. Internal Control and Risk Management

1. Internal Control

Thai Central Chemical Public Company Limited has paid attention to
continuous improvements of the internal control system in order to
support good corporate governance and increase efficiency and
effectiveness in operations, utilization of resources and assets,
financial information report, as well as compliance with the laws and
regulations. The Company’s internal control system is designed as
follows:

1.  Governing Structure of Internal Control System

The Board of Directors has assigned the Audit Committee to review the
Company’s internal control and report to the Board of Directors on at
least once a quarter regarding sufficiency and appropriateness of the
internal control system. This responsibility is in accordance with the
authority and responsibility of the Audit Committee as assigned by the
Board of Directors, and in accordance with the related laws on a review
of an appropriateness and effectiveness of the Company’s internal
control system and the independence of the internal audit function.

2.  Internal Control Process

The Company has structured the Internal Audit Office independently and
directly reports to the Audit Committee. In order to ensure that the
Company’s internal control system remains active and efficient, the
Internal Audit Office has duties to perform audit engagements to assess
and monitor the Company’s activities using the risk-based audit planning
approach approved by the Audit Committee. Audit results are reported to
the Audit Committee on a quarterly basis, and also reported to the
Company’s management for acknowledgement and correction of audit issues.
The follow-up quarterly reports regarding the status of pending audit
issues are also presented to the Audit Committee.

During the year 2017, the Internal Audit Office had reviewed certain
internal controls, followed-up on improvements according to the
recommendations, and evaluated the subsidiary’s internal controls with
suggestions to implement for more efficient operation in accordance with
policies of the parent company.

3.  The Board of Directors’ opinion toward the Company’s internal audit

The Board of Directors had quarterly meetings to acknowledge internal
audit results through the report of the Audit Committee, with the
management answering questions and ordering to appropriately improve
internal control systems regularly consistent with changes of business.

In conclusion, in the year 2017, for the evaluation results of internal
audit that the Board of Directors received the Audit Committee’s report
and the evaluation of the Executive Board, the Board of Directors is in
views that the Company’s internal controls has been implemented
adequately and appropriately for the business operation, together with
sufficient personnel to perform efficiently under such internal
controls.

In addition, the Board of Directors believes that the guideline in
governing the Company’s business by forming the Compliance Committee to
determine and review the code of conduct and ethnics will control and
provide the direction of good performance and governance of the
Company’s personnel. Besides, the Company’s management has improved
internal controls as recommended by the Audit Committee for efficient
operation and reduction of potential risks within the timeframe.

4.  Opinion of Independent Certified Public Accountants

Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd., as the independent
certified public accountant, has audited the Company’s financial
statements as of 31 December 2016 and 31 December 2017. The auditors
conducted their audit in accordance with the auditing standard and the
ethical responsibilities, including planning and working on audit in
order to obtain a reasonable assurance that financial statements are
free from material misstatement. Their audit methods are under the
auditors’ discretion, including the risk assessment on the preparation
of financial statements with material misstatement, whether due to fraud
or error. In such risk assessment, the auditors consider internal
controls relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effective of the Company’s internal
controls.

1.  Risk Management

Thai Central Chemical Public Company Limited is aware of risk management
and aims to continuously develop risk management culture throughout the
organization in order to handle with uncertainty and dynamic changes as
well as reduce risk likelihoods and risk impacts.

The Company has adopted a standard risk management methodology
consistent with Enterprise Risk Management: Integrated Framework of the
Committee of Sponsoring Organizations of the Treadway Commission (COSO)
to implement through the risk management policy, objectives, framework,
and structure in all levels from the Board of Director, management, and
administration. In practice, risk management has been communicated and
promoted through several channels such as training, announcement,
meetings, etc.

The Board of Directors has appointed the Risk Management Committee
comprising of executives form all business groups to formulate the
policy, strategy, and criteria of risk management, as well as to provide
an assurance that major business risks are regularly identified,
assessed, and having efficiency control measures. Furthermore, the
Company has formulated the Risk Management Sub-Committee to operate risk
management process in divisional level to be in line with the acceptable
risk level.

Regarding the raw material procurement, production, and sales of product
which are the Company’s core activities associated with market risks,
the Company has weekly meetings to closely monitor the changes in market
and economic situation, under the direction approved by the management.

The Boards’ opinion toward the Company’s risk management

The Board of Directors and the Executive Board are in opinion that such
risk management tools and mechanism could be effectively implemented in
the Company. The Risk Management Committee has identified and
prioritized key risk factors in the year 2017 to be consistent with the
business directions and objectives, as well as associated risks from
local and/or international situations.

3. Head of Internal Audit Office

The Audit Committee considered and proposed to the Management to appoint
Mr. Phaitoon Inuthai as General Manager of Internal Audit Office of the
Company since 1 October 2007. His roles and responsibilities are to
govern and supervise internal auditors in monitoring and evaluating the
internal audit procedure of the Company and its subsidiaries to ensure
the business operation would be effectively conducted and appropriately
served to the business nature.

The Audit Committee deemed appropriate that Mr. Phaitoon Inuthai is
well-educated and have enough experience in the internal audit field. In
particular, he has been in the internal audit function of the Company
for more than 16 years (as of 2017). Moreover, he had been trained with
internal audit standards, risk management, and related business
administration. Therefore, he is qualified to take the aforementioned
roles and responsibilities.

Recruitment, dismiss and remove a person in capacity of General Manager
of Internal Audit Office is under the discretion and approval of the
Audit Committee.

12. CONNECTED TRANSACTIONS

During 2017, the Company and its subsidiaries enter into Connected
Transaction with the connected persons and/or juristic persons who may
have conflict of interest with the Company and its subsidiaries and the
Auditor has specified it in Notes of the 2017 Financial Statements as of
31 December 2017. Details are as follows.

1. Connected Transaction of the Company

  --------------- ---------------------------- ------------ ---------------
  Connected       Transactions                 Amount       Necessity/
  Person                                       (Baht)       Reason

  1. N.I.M Co.,   1. The Company let partial   12,887,127   The rental rate
  Ltd (NIM)       area in Phrapadaeng Plant                 is the market
                  Site to NIM to be a location              rate appraised
                  of chemical tank and to be                by the
                  jetty for transportation by               independent
                  ship                                      appraisal firm

                  2. The Company provides      1,090,933    The service
                  service in relation to                    rates are in
                  chemical storage tank i.e.                accordance with
                  electricity and water                     the actual rate
                                                            charged by
                                                            electricity and
                                                            water provider

  2. MC           1. The Company receives      90,249       The fee
  Agro-Chemical   royalty fee from trademark                calculated by
  Co., Ltd. (MC   licensing                                 the quantity of
  Agro)                                                     the product
                                                            sold under the
                                                            trademark at
                                                            the rate of THB
                                                            0.04 per 1
                                                            liter or 1
                                                            kilogram

  3. Metro        1. The Company obtained the  2,226,600    The fee charged
  Systems         maintenance services of the               at the rate
  Corporation     back-up system for the                    that the
  Public Company  company information from                  provider
  Limited (Metro  Metro Systems                             charges from
  Systems)                                                  the ordinary
                                                            customers

                  2. The Company bought assets 4,601,000    The price is at
                  from Metro Systems                        the market rate
                                                            which selling
                                                            to the ordinary
                                                            customers
  --------------- ---------------------------- ------------ ---------------

2. Connected Transaction of N.I.M. Co., Ltd (NIM) which is the Company’s
subsidiary

  -------------- ---------------------------- ------------ ---------------
  Connected      Transactions                 Amount       Necessity/
  Person                                      (Baht)       Reason

  1. Sojitz      1.Sojitz uses storage        9,195,702    The fee charged
  Corporation    service of NIM                            at the rate
  Group                                                    that the
                                                           provider
                                                           charges from
                                                           the ordinary
                                                           customers
  -------------- ---------------------------- ------------ ---------------

3. Connected Transaction of MC Agro-Chemical Co., Ltd. (MC Agro) which
is the Company’s subsidiary

  -------------- ---------------------------- ------------ ---------------
  Connected      Transactions                 Amount       Necessity/
  Person                                      (Baht)       Reason

  1. Sojitz      1.MC Agro purchases          13,869,767   The purchase
  Corporation    agro-chemical from Sojitz                 price is at the
  Group          Group for many transactions               market rate
                 during the year                           
  -------------- ---------------------------- ------------ ---------------

Details of Connected Person

  ---------------- -------------------- ---------------------------------
  Name             Business             Relationship

  1. Sojitz        Produce, import,     Major shareholder of the Company
  Corporation      export and           at 43.92% shareholding of the
  (Sojitz)         distribute goods in  paid up capital
                   various industries,  
                   such as, machine,    
                   energy, mineral,     
                   chemical products    
                   and consumer goods   

  2. N.I.M Co.,    Rental service of    Subsidiary of the Company with
  Ltd (NIM)        chemical storage     the Company’s 51% of shareholding
                   tank                 of the paid up capital and has
                                        the same director as the Company
                                        which is Mr. Kyosuke Sasaki and
                                        the Company’s Executives, Mr.
                                        Somruk Likitcharoenphan and Mr.
                                        Ryosuke Hori, hold directorship
                                        of NIM.

  3. MC            Contain, mix and     The Company’s subsidiary with the
  Ago-Chemical     sell Agro-Chemical   Company’s 99.99 shareholding of
  Co., Ltd. (MC    products             paid up capital and has the same
  Agro)                                 directors which are Mr. Kyosuke
                                        Sasaki, Mr. Shigetsugu Fukuda and
                                        the Company’s Executives, Mrs.
                                        Montha Kasadesinchai and Mr.
                                        Ryosuke Hori, hold directorship
                                        of MC Agro
  ---------------- -------------------- ---------------------------------

  ---------------- -------------------- ---------------------------------
  Name             Business             Relationship

  4. Sojitz                             Sojitz Group shall mean Sojitz
  Corporation                           Corporation which is a major
  Group (Sojitz                         shareholder of the Company with
  Group)                                43.92% shareholding of the paid
                                        up capital including Companies in
                                        its group

  5. Metro Systems Computer system      The Company and Metro Systems
  Corporation      service provider     share the same director namely
  Public Company                        Mr. Suvij Suvaruchiporn
  Limited (Metro                        
  Systems)                              
  ---------------- -------------------- ---------------------------------

Conditions and prices policy

The aforesaid connected transactions are transactions which happened
between the Company, its subsidiaries and the related companies under
normal business and general trade condition. The prices policy and loan
rate can be bargained according to the market condition and, as well,
can be compared with prices and interest rate as using with outside
persons. In case there

is no reference of prices or rates, the Company will compared prices of
goods and services with outside prices in the same or similar condition
or use prices from an independent assessor to compare with in a crucial
connected transaction.

Necessity and reasonability of connected transaction

The aforesaid connected transactions which happened between the Company
including its subsidiaries and connected companies are under normal
business and general trade conditions. Benefit which arises to the
Company is confidence in quality of raw material and consistency of raw
material procurement. In addition, the Company enjoys convenient and
speedy services from expertise in such service field. For guarantee, the
main purpose is to increase agility of the Company’s operation. All
transactions are made for maximum interest of the Company.

Measure or procedure in approval of connected transaction

In approval of entering into connected transaction, schedule of
authority for each procedure has been specified clearly. There shall be
approval from the Shareholder’s Meeting or the Board of Directors or the
Executive Board for specified amount of transaction and this will be
revised regularly to ensure agility of operation. Moreover, the
sufficient internal audit system is initiated to ensure that there is no
leak of benefit or corruption.

In case there is the connected transaction in the future with
conflicting person, the Company shall comply with measure and procedure
according to notification and order of the Securities Exchange
Commission, the Capital Market Supervisory Board and the Stock Exchange
of Thailand strictly including proposal to the Board of Directors and/or
shareholders by consideration of the Audit Committee. A director who has
interest and/or director who is a related person shall not attend the
meeting and shall have no right to vote in such transaction. In
addition, the Company shall conduct accordingly in case there shall be
information disclosure in related person transaction and obtaining or
selling of important asset of the Company or its subsidiaries according
to accounting standard specified by The Institute of Certified
Accountants of Thailand. Measure and procedure in approval of connected
transaction shall be conducted based on principle of necessity and
reasonability including maximum of the Company’s interest.

In addition, the Audit Committee shall verify the connected transaction
in order to check and protect conflict of interest. The Company shall
disclose connected transaction in Notes to the audited Financial
Statement.

Policy or trend of entering into Connected Transaction in the future

Trend for entering into transaction happening between the Company
including its subsidiaries and related company in the future shall be
still in accordance with the normal business and general trade
condition. However, if there is a connected transaction happening with
the persons who may have conflict of interest or have interest and/or
with related persons, the Company shall comply with measures and
procedures specified by the Securities Exchange Commission, the Capital
Market Supervisory Board and the Stock Exchange of Thailand.