11. Management 

11.1 Management Structure

The company comprises of

-   Board of Directors

-   Audit Committee

-   Management Team

There are 11 of Board of Directors and 7 management team members as on
31^(st) December 2003. Any two directors signing jointly with company’s
seal, is required in order to execute company documents

Duties & Responsibilities of Board of Directors

1.  To perform duties in accordance with the laws and objectives and
    Article of Association of the company as well as the resolutions of
    the shareholders meeting

2.  To be responsible for setting up the company’s policies, direct,
    monitor and supervise the management to implement the policies and
    to carry out the laid down objectives efficiently, effectively and
    in the interest of the company.

3.  To be responsible for appointing the Audit Committee and its scope
    of work

4.  To convene the meeting of shareholders and Board of Director from
    time to time

Appointment of Directors

1.  The appointment of director is made by a majority vote of the
    shareholder’s meeting in accordance with the following conditions
    and procedures

    a.  One shareholder shall have one vote for each share

    b.  Each shareholder shall exercise all the votes he/she has
        under (a) to appoint the nominated persons to be directors on a
        person by person basis, provided that he can not divide his vote
        to any person to any extent

    c.  The persons obtaining the most votes in descending order shall
        be elected as directors equal to the member of directors
        required or ought to be elected of there is a tie in the last to
        be elected and this exceeds the said member of directors. the
        presiding chairman will have the casting vote for election of
        last director.

2.  The company should have at least 5 directors. Not less than half of
    the directors shall have residence in the kingdom of Thailand

3.  Directors of the company are not appointed by the Nominating
    Committee

Audit Committee

The company’s shareholders on recommendation of board of directors have
reappointed the audit committee in April’03 for further period of 3
years consist of 3 independent directors as follow

1. Mr. R.K. Rathi : Chairman

2. Mr. Prakit Pradipasen : Member

3. Mr. Sachin Jitendra Mehta : Member

Duties & Responsibilities of Audit Committee

1.  Review that the company’s financial statements are correct and
    sufficient

2.  Review that the company have adequate and effective internal control
    and internal audit system

3.  Review that the company complies with the Securities and Exchange
    Acts, regulations of the SET, and any other relevant laws

4.  Consider, select and propose the company’s auditor and audit fee

5.  Consider that the company complies with all connected transaction
    disclosures or the conflict of interests disclosures

6.  Prepare a Audit Committee Report which must be disclosed in the
    company’s annual report and signed by the Chairman of the Audit
    Committee

7.  Take care of the matters as assigned by the Board of Directors and
    agreed upon by the Audit Committee

Duties & Responsibilities of the Management

The management team headed by President works under the supervision of Executive Director and is responsible for management of day to day operations of the company and have authority to appoint persons as needed and qualified as employees, assign duties and responsibilities for them, tasked with overseeing and accurately reporting on the financial reports of the company, ensuring the appropriateness and efficiency of the company’s internal control system, and designing employee regulations within such parameters.

Organization Chart

11.2 List of Directors / Shareholders

Please see annexure 1

11.3 Senior Executives :

1. Mr. M.C. Bagrodia Executive Director

Age 66 years

Educational Qualification B.E.(Chemical Engineer)

Experience Director of Thai Polyphosphate and Chemicals Co., Ltd.

Family relation among the management Nil.

2. Mr. S. Srinivasan President

Age 52 years

Educational Qualification B.E. (Mechanical Engineering), MBA.

Experience Director of Liaoning Birla Carbon Co.,Ltd.

  Chief Executive, Maxworth Homes Limited

Family relation among the management Nil.

3. Mr. Rajiv Gupta Senior Vice President (Marketing)

Age 47 years

Educational Qualification B.Com., MBA.

Experience Senior Vice President, Hi-Tech Carbon

Family relation among the management Nil.

4. Mr. H.S. Vyas Senior Vice President (Engineering)

Age 47 years

Educational Qualification B.E. (Inst. & Control)

Experience Engineering Manager, Thai Sulphites & Chemicals Co., Ltd.

Family relation among the management Nil.

5. Mr. P.K. Sipani Senior Vice President (Commercial)

Age 40 years

Educational Qualification B. Com. (Hons), Chartered Accountant

Experience Internal auditor – Grasim Industries Limited

Family relation among the management Nil.

6. Mr. Bipul Sinha Senior Vice President (Production)

Age 49 years

Eeducational Qualification B.Tech (Chem), M.A.I. Ch.E. (USA)

Experience Vice President, Hi-Tech Carbon

Family relation among the management Nil.

7. Mr. Atul Badwe Asst. Vice President (Marketing)

Age 40 years

Education Qualification B.E. (Industrial & Production), MBA.

  Experience Asst.Manager (Marketing), Bhansali Engineering

  Polymers Limited, Bombay

Family relation among the management Nil.

8. Mr. Pawan Jain Asst. Vice President (Commercial)

Age 40 years

Educational Qualification B.Sc., Chartered Accountant, MBA.

Experience Finance Manager – Thai Epoxy & Allied Products Co., Ltd.

Family relation among the management Nil.

The total number of TCB employee (As on 31 December 2003) is 279 persons

11.4 Remuneration of Directors and Management

Cash Benefits

a) Total Directors’ Remuneration (meeting fees) Baht 590,750-

b) Total senior Executives’ Remuneration Baht 17,797,032-

(Remuneration includes salary, allowances and bonus)

Other Benefits (if any)

-None-

11.5 Policy on Corporate Governance

The Board of Director’s approved a policy of good corporate governance
as follows:

Thai Carbon Black Public Company Limited recognizes the importance of
good corporate governance including the paramount role that it plays in
the sustainable growth and the effective operation of the Company. The
Company is therefore committed to doing business in compliance with
Securities and Exchange Law, Rules and Regulations of the Stock Exchange
of Thailand, Related Business Laws, Regulations of the company, Code of
Best Practice for Directors of Listed Companies and the Principles of
Good Corporate Governance of the Stock Exchange of Thailand. The Company
is committed for compliance of good corporate governance by adhering to
the following 7 principles:

1.  Rights and Equitable Treatment of Shareholders and Various Groups of
    Stakeholders

2.  Structure, Roles, Duties and Independence of Directors

3.  Information Disclosure and Transparency

4.  Internal Control and Risk Management

5.  Company Code of Conduct

6.  Long Term Value Creation to Stakeholders

7.  Promotion of Best Practices

11.6 Personnel

Total no of employees as on 31.12.2003

Managerial level employees 71

Technicians/ supervisors 125

General category employees 83

Total 279

-   These has been no significant change in no. of employees during the
    year 2003

-   Total remuneration and benefits to all employees for the year 2003
    is Baht 206 million for salary wages, bonus, over time, medical
    expenses, social security welfare etc.

-   The company gives very high importance for the all round development
    of all the employees and prepares a detailed training plan for each
    employee based on his / her need and functional responsibilities for
    the full year and the same is monitored closely by Training
    Department and the department managers. The company organizes
    training of employees both by internal & external faculties and also
    send employees to various Institutes /Associations both in Thailand
    and aboard. The company provides training on safety, environment
    control, functional topics, technical matters, general management
    leadership, strategic planning, team building, balance scorecard,
    enhancement of performance etc.

11.7 Compliance of the principles of Good Corporate Governance

1.  Policy on corporate governance (principle 1)

  The Board of Directors have well recognized the importance of Good
  Corporate Governance practices and its implementation and adopted a
  policy to ensure that corporate business is conducted in accordance
  with high standards of Corporate Governance with legally and ethically
  accepted corporate practices. The Board has given due important to
  follow the code of best practices as laid down by the Stock Exchange
  of Thailand

The company places the highest importance on good corporate governance
system that are both transparent and equitable to all stakeholders. To
comply with the good corporate governance system the Board assigned
these fundamental responsibilities to The Executive Director, President
and other senior executives and to the Audit Committee with clear job
responsibilities and the Management and Audit Committee is informing to
the Board about such compliances. The Board takes full responsibility in
relation to operations of the company and to ensure smooth coordination
between the Management, Board and various stakeholders. The Board is
also reporting the compliance on corporate governance in Annual Report
and Annual Registration Statement (56-1)

2.  Shareholders (principle 2&4)

  The Board and Management feels that the shareholders be treated and
  receive information concerning the company equally and the controlling
  shareholders should give due consideration to the interest of minority
  shareholders. The minority shareholders should not unnecessarily
  restrain the corporate action. The majority of resident directors and
  chairperson of the committee will try their best to attend the
  shareholders meeting.

  The Board and the management always conducts the shareholder’s meeting
  in just and equitable manner by giving equal opportunity to all the
  shareholders groups including minority shareholders and encourages
  shareholders to participate in the meeting and the senior management
  talks personally with small shareholders to know their views.

The company prepares all relevant information in the notice of the
general meeting to shareholders and includes there with the Board’s view
on each agenda. The notice is sent to shareholders 7 working days before
the date of meeting.

  The 9^(th) ordinary general meeting of shareholders (held on 29^(th)
  April 2003) was chaired by Mr. Prakit Pradipasen, who is an
  independent director, member of Audit Committee, Chairman of the
  listed company association and he is also the member of committee on
  Corporate Governance Development set up by SET. Many of the resident
  directors, all the senior management, various group of shareholders,
  representative of company’s auditors and lawyers attended the
  company’s 8^(th) ordinary general meeting of shareholders. The meeting
  was conducted in accordance with the laws and guidelines laid by of
  the Security Exchange Commission and the Stock Exchange of Thailand.

3.  Various groups of stakeholders (principle 3)

  The Board realizes the importance of various stakeholders group like
  customers, management and employees, suppliers, shareholders,
  statutory auditors, the state , Community, trade union, creditors etc
  in the company’s business and its growth.

  The senior management of the company regularly meets various
  stakeholder groups to understand their views and needs and ensures
  that the recommendations of various groups are given due importance
  and implemented in the best interest of the company and for the fair
  and appropriate treatment to all parties concerned

  The company regularly meets its, customers, conducts annual customer
  satisfaction surveys, employee satisfaction surveys, arranges customer
  visits to company, organize vendor conferences, meet various
  government agencies, participate in community development projects etc
  to meets requirements of various stakeholders groups.

  The company takes active participation in various social & community
  development projects like scholarship programs, blood donation,
  support during flood, adopt village, support the community programs at
  temples etc.

  The company’s believes that its employees are the most important and
  valuable assets of the company and strongly encourages the employee to
  participate in various developmental activities like Quality Control
  Circles (QCC), “KAIZEN” Suggestion System (KSS), Total Productive
  Maintenance implementation (TPM), Quality of Life Club, morning
  meetings, cross functional performance team and also prepares a
  detailed and intensive annual training program for each employee to
  continuously improve their performance and develop multi-skills for
  mutual benefit. The company also conduct Organizational Health Survey
  (OHS) to take into confidence the views of managerial level employees
  & supervisory and implement various suggestions for continuous
  improvement

  The company also have excellent relationship with all its creditors,
  bankers, financial institutions etc.

4.  Leadership & Vision (principle 5)

  The Board gives top priority in discharging its role through providing
  leadership, vision, developing policy and strategy, advising, guiding
  and monitoring the performance of the management of the company
  regularly

The Board of Directors aims to maintain a management team endowed with
knowledge, ability, professionalism, a system of good corporate
governance and efficiency for placing the Company’s operations on a
solid foundation basis, and for enhancing competition capacity both in
the present and in the future. The goal of management is to produce
sustainable growth which will lead to the end result of value added to
the company’s stakeholders and the society as a whole

  The management of the company performs under the leadership of
  Executive Director who is supported by President of the company and
  other senior executives and the Executive Director reports to the
  Board on all the important matters.

  The Board of Directors have clear roles and responsibilities and do
  not manage the day to day operations of the company which is the
  responsibility of management.

The company has clearly assigned the scope of authority of audit
committee and management in accordance with the company’s organization
structure as well as the operational responsibility of all levels of
staff to ensure adherence to operational plans and policies of the
company.

  The company have clearly stated Vision & Mission as mentioned below

  Vision : “To become a leading Thai company and world class
  organization in the carbon black industry through continuous
  improvement of its people. Process, products and services to delight
  customer and stakeholders”

  Mission: “1. Adopt & match best practices of the top Thai companies

  2. To add value to customers by continuously improving product &
  services to meet & exceed their needs, by benchmarking the top world
  carbon black manufacturers.

3. To add value to society and state through employment export and by
practicing friendly environment.

  4.To continuously harness human resources & develop their potential
  for organizational & self development.

5.  Conflict of interest (principle 6)

The Board have the policy that conflict of interest should be avoided
and determines on case by case basis whether such conflict exists and
take appropriate steps to deal with such matters carefully and ethically
with transparency, in the best interest of the company and all such
matters are properly disclosed. The company also discloses full details
of transaction with related parties in annual report and annual
registration statement (Form 56-1)

The company also strictly adhere to rules and regulation of the Stock
Exchange of Thailand, its Articles of Association and relevant laws. The
company also ensure the prevention of the use of inside information by
management or involved parties for their personal benefit.

6.  Business Ethics (principle 7)

  The Board recognizes the importance of code of conduct and
  professional business ethics of all the senior management and officers
  of the company in conducting the business and various transactions.

  The company’s management has prepared a detailed code of conduct for
  all the officers of the company to use as a guideline in performing
  their jobs and duties and all the officers of the company have signed
  such code of conduct to ensure that the same is implemented in
  company’s day to day business activities in matters relating to
  personal integrity as well as in the conduct of business in relation
  with all stakeholders

7.  The Board of Directors, Structure, Roles and Responsibilities and
    Independence (principle 8,9,11& 14)

  The Board of Directors of the company is fully aware of its roles and
  responsibilities, independence in functioning, its structure, balance
  of power amongst the Directors, conducting its meeting and reporting ,
  preparation of Financial Statements, internal control system,
  overseeing the company’s performance and to ensure smooth coordination
  between management and various stakeholders group.

  The Board is having 11 directors, consisting of 1 Executive Director,
  7 independent directors and 3 non executive directors. The company
  should have minimum 5 directors as per Article of Association and the
  directors should be appointed in the shareholder’s meeting. One third
  of the total directors retires by rotation every year and being
  eligible can be reappointed. The Executive director is the head of
  management team supported by President and Senior executives and he
  reports to the Board for all the important activities of the company.

  The Board is headed by chairman and the roles and responsibilities of
  the chairman are independent and different from that of President.

  The Board conducts its meeting at least once every three months and
  the meeting are scheduled in advance with agenda circulated to all the
  directors at least 7 days in advance.

  During the meeting, the chairman of the meeting encourages prudent
  consideration and allocate appropriate time for the management to
  present adequate issue and enough data for the directors to broadly
  discuss important matters. The management of the company provides
  enough data and information to the board for discussion and explain in
  details all the matters which board discusses. All the member of the
  Board are encouraged to participate actively.

  The Board is responsible for all the important functions of the
  company like preparation of financial statements, formulation of
  business plan and policies, internal control systems, review of
  company’s performance, coordination between various stakeholders
  groups, risk management, legal compliance, good corporate governance
  etc.

  The Board has delegated certain functions like review and approval of
  financial statements, internal control systems, risk management, legal
  compliance, good corporate governance etc to Audit Committee and day
  to day operations of the company to Executive Director and President
  of the company.

  The Board meetings are regularly attended by most of the resident
  directors and some overseas directors. The attendance of each director
  will be disclosed separately in the Annual Report.

  The Board fully recognizes its responsibility towards financial
  statements and financial reporting contained in the Annual Report. The
  Board is separately giving its report on financial statement and code
  of best practices.

8.  Remuneration for Directors and Management (principle 10)

The remuneration of Board members and Audit Committee members
appropriate, transparent and in accordance with the Company Articles of
Association and subject to approval by meeting of shareholders.

  The Management fully understands that the remuneration of President
  and Senior Executives in salary, bonus and benefits should corresponds
  with the performance of the company as well as that of each executive.

The remuneration for the senior executives and various levels of
management is determined in accordance to the policies of the company,
which corresponds to the performances of the company as well as that of
each individual..

  The Executive director of the company is also looking after operations
  of other companies and businesses and does not draw any salary from
  the company except Director’s meeting fee and reimbursement of
  traveling expense relating to the company’s work.

The amount of fee paid to directors and senior management is separately
disclosed in the Annual Report.

9.  The Audit Committee, internal control systems and risk management
    (principle 12&13)

  The Board has appointed Audit Committee as per the regulation of the
  Stock Exchange of Thailand (SET) comprising of 3 independent and non
  executive directors whose roles & responsibilities have been defined
  by the Board as per the guidelines laid down by the Stock Exchange of
  Thailand.

  The main responsibilities of Audit Committee included review and
  approval of financial statements, effectiveness of internal control
  and internal audit activities, risk management, legal compliances,
  recommend appointment of external auditor, report to shareholders,
  compliance of good corporate governance principles, review and
  approval of connected transactions etc. together with other
  responsibilities as assigned by Board from time to time and as
  stipulated by the SET. The Audit Committee can access and have meeting
  with the external and internal auditors without the presence of
  management.

  The Audit Committee conducts its meeting at least once in 3 months and
  present its activities by way of minutes of meeting to the Board every
  quarter. During the year the committee held 4 meetings.

  The company is also having internal audit team consist of 2 staff and
  they presents the report of their internal audit activities to the
  Audit Committee for time to time along with recommendations for
  improvement in the systems.

10. Relations with the investors (principle 15)

The Board of directors are well aware of the importance of the
relationship with investors in connection with providing them with both
financial and non-financial information that is accurate, complete,
transparent and comprehensive. This information is of importance to
investors, shareholders, analysts and the public to aid them in making
the right choice.

  The company accord top priority to the relations with investors, stock
  analysts and to help develop knowledge and ability of company
  personnel to make presentation and communicate and to ensure that
  company discloses important information correctly, timely and
  transparently.

  The company’s senior executives regularly meets with SET officials,
  corporate governance center of SET, institutions and individual
  investors, stock analysts, representatives of securities and brokerage
  firms, shareholder groups, press, various government agencies etc. to
  inform about company’s performance and various activities of the
  company to keep their fully informed.

  The Corporate Finance department has been assigned with the job of
  investor relations and Mr. Pawan Jain / Ms. Phansachol Kusolputchong
  can be contacted at 02-253-6745-54 ext. 2340 / 2341 or at email :
  pawanjain@thaicarbon.com, phansachol@thaicarbon.com

11.8 Report on Best Practices 

On Corporate Governance

Please refer to detailed note on compliance of corporate governance
practices mentioned separately in the report

On Financial Reporting Responsibility

Please see report of the Board’s responsibility on Financial Statements
mentioned separately in the report

On use of inside information control

It is the company’s policy to oversee managers’ appropriate and
beneficial use of internal information in the following manner. The
company

-   inform Directors and Managers of their responsibility to accurately
    report on the activities of the company’s stocks in accordance with
    the Securities and Exchange Act B.E. 2535 as well as the
    notifications of the Stock Exchange of Thailand (SET)

-   Requires the Directors and managers to report on any change in stock
    holding in accordance with Section 59 of the Securities and Exchange
    Act B.E. 2525, and

-   Notifying managers that those possessing inside information should
    not buy or sell the company’s stocks in the month prior the public
    disclosure of the financial statement.

On Internal Control

After discussions with the management, auditors and Audit Committee, the
Management and Board of Directors evaluated that the company’s overall
management of internal control system is adequate, particularly in
management of operational systems, communication and information system
and the monitoring system of business transaction with major
shareholders, directors and / or other such relevant persons. With
respect to the management of internal affairs in other areas, the Board
of Directors agreed that the company has successfully conducted their
activities accordingly. The Board acknowledges that the company has
issued corporate principles and code of conduct in 1998 across the group
companies, which specifies the rules, regulations and enforcement
mechanism to deal with deviations and help the company enforce this code
effectively.

On Environment maintenance

The company’s management has realized the significance of environmental
maintenance. The company has proceeded with the policy for the efficient
use of energy and natural resources and conservation of the same to
protect and reduce the affect on environment strictly. The company has
been approved in environmental management system of ISO 14001 in 1997.

The company places highest importance on protection of the environment
and have invested substantially in the equipments for chemical wastes
water and treatment systems and also on training of employees and the
management system on environmental protection. The company has been
strictly practicing the business under the environment regulations
prescribed by regulatory authorities and able to maintain a good
environment and living happily with the community.

Social Contributions

The company has fully committed itself in operating its business with
due regard to its responsibility to the society and has been more than
active to its duties as a responsible corporate citizen. The company has
undertaken numerous community welfare and development activities on
consistent basis and some of these are

1.  Provided education scholarships to students

2.  Contributed food and medicine to the flood victims at various
    villages in Angthong Province.

3.  Organized English Courses for employee’s children at Company’s
    Training Center.

4.  Provided food to the orphans at Wat Both Woradit, Pamoke, Angthong

5.  Donated learning equipments to Singburi Vocational School.

6.  Sponsored schools sports tournaments like football and basketball
    etc.

7.  Blood donation through Red – Cross of Angthong Province.

8.  Providing drinking water, filter and storage tanks to the
    neighboring villages

9.  Participated in White factory campaign - Anti Drug.

10. Participated in various initiatives of Angthong Provincial Authority

11. Participated in knowledge integration programs of various
    universities in Thailand