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, 2015, 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

  ------------------- --------------------------- -------------- -------------- --------
  Shareholders'                                                                 
  Structure as of                                                               
  March 12, 2015                                                                

                                                                                 

  Company                                         Nationality    Number of      %
                                                                 Shares         

  1                   Sojitz Corporation Group *  Japanese       487,993,273    83.46

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

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

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

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

  6                   Bangkok Bank PCL.           Thai           11,292,800     1.93

  7                   Ms.Samamongkol              Thai           2,612,614      0.45
                      Kanchanaporn.                                             

  8                   Thai NVDR Co., Ltd          Thai           1,830,902      0.31

  9                   Trans-Asia Pacific Ltd.     Thai           1,000,000      0.17

  10                  Mr. Prasert Tangtrongsakdi  Thai           670,000        0.11

                                                                                

  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 net profit 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. 44^(th), on March 29, 2016,
to pay dividend at the rate of THB 1.50 per share for the performance of
the year 2015. This dividend payout represents approximately 59.5% of
the annual net profit, which is in accordance with the dividend payout
rate at approximately 60% of the annual net profit 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 2015, the Company
has received the dividend in the total of THB 17,616,471 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. Masato Takei Corporate Board Chairman

2. Mr. Kyosuke Sasaki Director & President

3. Mr. Eiji Hamada 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 2015 Board of Directors Meeting Attendance

In 2015, 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. Masato Takei        | Corporate Board         |  |  |  |  |  |
| . |                         | Chairman                |   |   |   |   |   |
+---+-------------------------+-------------------------+---+---+---+---+---+
| 2 | Mr. Kyosuke Sasaki      | Chief Executive Officer | - |  |  |  |  |
| . |                         | &                       |   |   |   |   |   |
|   |                         |                         |   |   |   |   |   |
|   |                         | President               |   |   |   |   |   |
+---+-------------------------+-------------------------+---+---+---+---+---+
| 3 | Mr. Eiji Hamada         | 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 Director &  |  |  |  |  |  |
| . | Sripornkijkachorn       |                         |   |   |   |   |   |
|   |                         | Audit Committee Member  |   |   |   |   |   |
+---+-------------------------+-------------------------+---+---+---+---+---+
| 9 | Mr. Kasemsak            | Independent Director &  |  |  |  |  |  |
| . | Masayavanich            |                         |   |   |   |   |   |
|   |                         | Audit Committee Member  |   |   |   |   |   |
+---+-------------------------+-------------------------+---+---+---+---+---+
| 1 | Mr. Chikahide Mori      | Chief Executive Officer |  | - | - | - | - |
| 0 |                         | &                       |   |   |   |   |   |
| . |                         |                         |   |   |   |   |   |
|   |                         | President               |   |   |   |   |   |
+---+-------------------------+-------------------------+---+---+---+---+---+

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

2. Mr. Kyosuke Sasaki has been elected as the company director since 27
March 2015.

3. Mr. Chikahide Mori retired from the directorship on 27 March 2015.

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. Eiji Hamada Chief Finance Officer & Executive Vice

  President - Finance & Accounting Group

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

  – Procurement Group

4. Mr. Pairoj Punyavut Executive Officer & Senior Vice President

  – Production Group (Phrapradaeng Plant Site)

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

  Human Resource Group and Internal Audit office

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

  – Commercial Group, Research and Development Division

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

  – Production Group (Nakhon Luang Plant Site)

8. Mr. Tadahiko Sugio Executive Officer & Senior Vice President

  – Finance, Administration and Corporate Planning Group

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 606 employees. In year 2015, the Company
has paid the remuneration to all employees in the total of THB
403,675,462. 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 66,525,010.

  ----------------------------------- -----------------------------------
  Year 2015                           Thai Central Chemical PLC.

  Employee of Head Office             154 Persons

  Employee of Phrapradaeng Plant Site 282 Persons

  Employee of Nakhon Luang Plant Site 167 Persons

  Employee of Had Yai Warehouse       3 Persons

  Total                               606 Persons

  Total of Remuneration               403,675,462 Baht
  ----------------------------------- -----------------------------------

  ----------------------------------- -----------------------------------
  Year 2015                           Subsidiaries Company/Associated
                                      Company

  Employee of MC-Agro Chemicals Co.,  73 Persons
  Ltd.                                

  Employee of N.I.M. Co., Ltd.        56 Persons

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

  Total                               129 Persons

  Total of Remuneration               66,525,010 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, 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 43rd Annual General Meeting of 2015, it was held on 27 March
2015 at The Ball Room, 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, every director 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 or Investor Relations Office.

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 unjustified to the shareholders. 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. Moreover, the
Company proceeds the policy and measure taking care on the use of inside
information according to 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, sex, 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 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 organizes for any interested parties to provide
any 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 to the Chairman of
Compliance Committee or the President. In this regard, the Secretary of
Compliance Committee or the Head of Legal Office shall notify the next
step and procedure to the employee. 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. The Company shall
protect the employee, who complains or expresses the opinion. The
Company shall protect the employee who makes a complaint. Any
information related to such employee or such case shall be kept in
confidential and shall be destroyed when the investigation has been
accomplished.

For any other interested party, they could complain or express an
opinion via email: mailbox@thaicentral.cot.th, or telephone:
02-639-8888. The complaint or opinion shall be circulated to the
Compliance Committee or the Board of Directors for further processing.

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. 1412 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 2015
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, 2015 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, the Securities and
Exchange Act B.E. 2535 including rules and regulations of SEC and SET.
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. Masato Takei Corporate Board Chairman

  2. Mr. Kyosuke Sasaki Director & President

  3. Mr. Eiji Hamada 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 2015, 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. Eiji Hamada, in total of 2
directors, and seal of the company.

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 Stock Exchange of Thailand’s
Audit Committee specification. 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 2015, 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 2015, the Audit Committee Meeting was held for 4 times, the
details of the attendees are as following:-

  1. Mr. Suvat Suebsantikul Attended the meeting for 4 times

  2. Mr. Opas Sripornkijkachorn Attended the meeting for 4 times

  3. Mr. Kasemsak Masayavanich Attended the meeting for 4 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.

9.3 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
Company 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, the
Announcement of Capital Market Supervisory Board No. Tor.Jor. 28/2551
including the relevant of Announcement of Securities and Exchange
Commission and Stock Exchage of Thailand.

9.3.2 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 and/or Mr. Chavala Tienpasertkij, Certified Public
Accountant No. 4301 and/or Ms. Nisakorn Songmanee, Certified Public
Accountant No. 5035 of Deloitte Touche Tohmatsu Jaiyos Audit to be the
auditors of the Company for the financial year 2015 with the following
details of remuneration:-

1.  Audit Fee:

+--------------------------------------------+-------------------------+
|   Year 2015                                |   Unit:Baht             |
+--------------------------------------------+-------------------------+
| Annual Audit Fee include consolidated      | 1,450,000.-             |
+--------------------------------------------+-------------------------+
| Interim per quarter include consolidated   | 280,000.-               |
+--------------------------------------------+-------------------------+
| Total Remuneration                         | 2,290,000.-             |
+--------------------------------------------+-------------------------+

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

“True friend of Thai agriculturist” The Company will be a part of
agriculture which is necessary and cannot be lack of. The Company’s
product will be the top priority chosen by the agriculturist for
increase of production yield as it is a high quality product. The
Company, in addition, will be a mentor of plantation and enhancement of
production yield in order to support the agriculturist.

Mission

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

1. The Company will focus on control of manufacturing process for high
quality of the Company’s product and distribute to the agriculturist in
the appropriate price. The Company will not focus on only sale but will
provide advice on how to use the product in different area and crops
because chemical fertilizer can be environmental friendly when well
balanced fertilization is made considering soil and crops specifically.
It is not only production yield enhancement but soil improvement.

2. The Company will improve production process to have as less as effect
to environment including sufficient use of energy.

3. The Company will support the community around the Company for
peaceful living.

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 sale volume of 1.2 million ton 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. Customer. Customer 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. 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.

5. 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.

6. 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.

7. 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 certifiedlaboratory 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.

3. 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 Prapadaung
    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.

-   In 2015, the Company’s NKL Plant was certified ISO 14000 : 2004
    Standards (Environmental Management System) which is 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.

4. 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 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.

-   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.

5. 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 rice
    field in different area, cooperating with Department of Soil
    Science, Faculty of Agriculture, Kasetsart University, Kamphaeng
    Saen Campus, Nakhon Pathom Province.

-   Research on efficient usage of fertilizer in production of
    Mandarin cv. Sai Nam Pueng, cooperating with Department of
    Horticulture, Faculty of Agricultural Production, Maejo University

-   Research on usage of different types of fertilizer with corn yield,
    cooperating with Faculty of Agriculture Natural Resources and
    Environment, Naresuan University, Pitsanulok Province.

-   Research on efficiency of fertilizer which is appropriate for
    increase of rubber production in the lower Northeast, cooperating
    with Faculty of Agriculture, Ubon Ratchanthani University, Ubon
    Ratchathani 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” 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 this year, there are 252
scholarships in total and each scholarship worth THB 3,000 for the
students in the primary schools and THB 5,000 for the students in the
secondary schools.

11. Internal Control and Risk Management

Internal Control

Thai Central Chemical Public Company Limited recognizes the importance
of internal control system to continuously support good corporate
governance and increase the efficiency and effectiveness in operations,
utilization of resources and assets of the Company, financial
information report, as well as to ensure compliance with the laws, rules
and regulations relating to the Company’s business. The Company’s
internal control system is 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 to report to the Board of Directors on a
quarterly basis the sufficiency and appropriateness of internal control
system. This responsibility is in accordance with the authority and
responsibility of the Audit Committee as assigned by the Board, and in
accordance with the related law on the review of the appropriateness and
effectiveness of the Company’s internal control system and internal
audit function, and the independence of the internal audit function.

2.  Internal Control Process

Internal control activities are part of the internal control system that
the Company determines for each division to decrease risks and increase
the efficiency of business operations, and increase the management’s
confidence in the effectiveness of the internal control system.
Therefore, the Company provides the control process separated into three
parts based on the nature and the necessity of each business unit, as
described below:

(1) Preventive Control: This is the control that prevents errors or
    misappropriation from occurring. This control includes segregation
    of duties in any business activity, setting the schedule of
    authority, etc.

(2) Detective Control: This is intended to detect errors that might have
    occurred. This control is directly a mission of Internal Audit
    Office which operates in accordance with the audit plan, and as
    specially required by the management.

(3) Corrective Control: This is to correct errors or find the solutions
    to prevent recurring errors under the agreement between relevant
    units and the management.

3.  Internal Audit Work

Internal Audit Office has duties to perform audit engagements to assess
and monitor the Company’s activities in ensuring that the Company’s
internal control system remains active and efficient. The audit
activities are performed according to the annual audit plan to cover
risks that are significant to the Company’s business, under the close
supervision of the Audit Committee.

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

The Board of Directors had the meeting for acknowledging the internal
audit report in every quarter through the report of Independent
Directors and Audit Committee, which is comprised of Mr. Suvat
Suebsantikul, Mr. Opas Sripornkijkachorn, and Mr. Kasemsak Masayavanich,
and having the Executive Board answering such questions of the report in
the point of the Company’s business operation control including ordering
to appropriately improve the internal audit control system to accustom
with the change of business trend in regular. In conclusion, in year
2015, upon the evaluation result of internal audit that the Board of
Directors received based on the Audit Committee report and the
evaluation of the Executive Board in the part of environmental control,
risk evaluation, operation control activity, information technology and
communication, and monitor system, the Board of Directors view that the
Company’s internal audit control is sufficient and suitable for the
business operation. Moreover, the Company assigns personnel to conduct
the operation in compliance with the control mandatory to support the
Company’s operation effectively, and assigns personnel of Internal Audit
Office to monitor the internal audit control system of the Company and
its subsidiaries ensuring that the system is suitable and is in the same
direction.

Besides, the Board of Directors view that another directions in
governing the Company’s business by forming the Compliance Committee to
set and review the Code of Conduct and Ethnics, which is the guideline
for directors and all employees to comply with, will control and set the
direction of good performance and governance of the Company’s personnel.
According to the internal audit evaluation through the whole year, Audit
Committee does not note any significant error of the internal audit
procedure that would affect the Company’s business operation of which is
the same as the financial auditor that also does not remark any error to
the Company’s internal audit procedure.

11.2 Audit Committee Report of 2015

The Audit Committee of Thai Central Chemical Public Company Limited
consists of three qualified independent directors; Mr. Suvat
Suebsantikul presides as Chairman of the Audit Committee, Mr. Kasemsak
Masayavanich and Mr. Opas Sripornkijkachorn serve as the Audit Committee
members.

The Audit Committee performs duties and responsibilities laid out by the
Board of Directors and in consistent with requirements of the Stock
Exchange of Thailand and the Securities and Exchange Commission
emphasizing the adherence on efficient and appropriate internal control
systems, principles of good corporate governance, as well as risk
management to control and mitigate potential risks that may have
material impact to the Company. In 2015, the Audit Committee held four
meetings and a summary of key activities is as follows:

1.  Reviews of Financial Reports

The Audit Committee has responsibility to review the quarterly and
annually financial statements of Thai Central Chemical Public Company
Limited and the consolidated financial statements. The reviews were
attended by independent auditors as well as related members of
management to consider on the accuracy, completeness and adjustment of
the financial statements to ensure that they were prepared in accordance
with Thai Financial Reporting Standards. In addition, the meeting
between the Audit Committee and independent auditors without the
presence of management was held to make an independent discussion on
issues found during the audit process and the independent auditors’
annual plan.

The Audit Committee’s view was in line with the opinion of the
independent auditors indicating that the Company’s financial statements
and its consolidated financial statements ended December 31, 2015
presented fairly in all material respects in accordance with generally
accepted accounting standards, and notes to the financial statements
contained sufficient information disclosure. Moreover, the Audit
Committee acknowledged connected transactions that may involve possible
conflicts of interests and opined that those transactions have been
entered with relevant parties on an arm’s length basis, in the best
interest of the Company, and in compliance with regulatory requirements.

2.  Reviews of Effectiveness of Internal Control Systems

The Audit Committee quarterly reviewed internal control systems with the
management and the head of Internal Audit Office by assessing on the
significance of operational, financial, and compliance controls in
accordance with applicable laws and the Company’s regulation in order to
perform audit assessment with carefulness, efficiency, and
effectiveness.

Based on the reviews, the Audit Committee believes that the Company’s
internal control systems are reasonably adequate, suitable, and
consistent with relevant regulations, with no material irregularities
that would impact business and financial position of the Company.

3.  Oversight of Internal Auditing and Risk Management

The Audit Committee reviewed and approved the annual internal audit
plan, performed regular tracking of internal audit activities on issues
that would have material effect to the operation and financial reporting
in order to assure adequate internal controls. In addition, to promote
good corporate governance, the Audit Committee has been supporting to
the initiation of enterprise risk management outlined in the integrated
framework of the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), as well as supporting the Compliance Committee to
consider and monitor the application of the Company’s Code of Conduct &
Ethics to ensure ethical practices and prevent any violation against
applicable laws and related regulations.

4.  Appointment of the Independent Auditors in 2016

The Audit Committee evaluated the performance of Deloitte Touche
Tohmatsu Jaiyous Audit Company Ltd., as the independent auditors of the
Company in previous years. The auditors were deemed appropriate and well
qualified. The Audit Committee’s recommendation was submitted to the
Board of Directors for their approval in proposing the shareholders’
meeting the reappointment of Mr. Manoon Manusook, Certified Public
Accountant No.4292, and/or Mr. Chavala Tienpasertkil, Certified Public
Accountant No. 4301; and/or Ms. Nisakorn Songmanee, Certified Public
Accountant No. 5035 from Deloitte Touche Tohmatsu Jaiyous Audit Company
Ltd., along with the proposed audit fee, to serve as the Company’s
independent auditors in 2016.

11.3 Head of Internal Audit Office

(1) 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.

(2) 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 field of chemical
fertilizer business for 14 years. Moreover, he had been trained about
internal audit standard and related business administration. Therefore,
he is qualified to take the aforementioned roles and responsibilities.

(3) Recruitment, dismiss and remove a person, whom is the General
Manager of Internal Audit Office, is under the discretion and approval
of Audit Committee. Qualification of the General Manager of Internal
Audit Office is provided in the Attachment 3.

12. CONNECTED TRANSACTIONS

During 2015, 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 2014 Financial Statements as of
31 December 2015. Details are as follows.

1. Connected Transaction of the Company

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

  1. MC          The Company purchases        13,103,210   Sale price is
  Industrial     chemical substance and                    the market
  Chemical Co.,  plastic pillars from MCIC                 price
  Ltd. (MCIC)    for fertilizer production                 
  (1 Jan 2015–1  and fertilizer bags                       
  Apr 2015)      production several times                  
                 during the year.                          

  2. MC Plastic  The Company buys plastic     7,850,000    Sale price is
  Co., Ltd.      pillars from MCPL for                     the market
  (MCPL)         fertilizer bags production                price
  (1 Jan 2015–1  several times during the                  
  Apr 2015)      year                                      

  3. N.I.M Co.,  1. The Company let partial   13,669,321   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      1,229,369    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

                 3. The Company uses NIM’s    21,337       The fee charged
                 service: chemical mixing and              at the rate
                 other service                             that the
                                                           provider
                                                           charges from
                                                           the ordinary
                                                           customers

  4. MC          1. The Company receives      81,295       The fee
  Ago-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

  5. Metro       1. The Company obtained the  1,866,735    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. Connected Transaction of MC Industrial Chemical Co., Ltd (MCIC) which
is the Company’s subsidiary

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

  1. Sojitz      1. MCIC sells Polypropylene  1,415,577    Sale price is
  Corporation    and chemical substances to                the market
  Group (Sojitz  Sojitz several times during               price
  Group)         the year                                  
  (1 Jan 2015–1                                            
  Apr 2015)                                                

                 2. MCIC buys Methanol        16,972,465   Sale price is
                 (Solvent) and other chemical              the market
                 products from Sojitz Group                price
                 several times during the                  
                 year                                      

  2. Metro Tan   1.MCIC sells several kinds   9,702,288    Sale price is
  Co., Ltd.      of chemical products to                   the market
  (Metro Tan)    Metro Tan several times                   price
                 during the year                           

                 2. MCIC uses other services  160,200      The fee charged
                 from Metro Tan                            at the rate
                                                           that the
                                                           provider
                                                           charges from
                                                           the ordinary
                                                           customers
  -------------- ---------------------------- ------------ ---------------

3. Connected Transaction of MC Plastic Co., Ltd (MCPL) which is the
Company’s subsidiary

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

  1. Metro Tan   1.MCPL sells PE Sheet and    550          Sale price is
  Co., Ltd.      plastic bags to Metro Tan                 the market
  (1 Jan 2015–1  several times during the                  price
  Apr 2015)      year                                      

                 2. MCPL let office space and 160,200      The rental rate
                 cargo space to Metro Tan                  is the market
                                                           rate appraised
                                                           by the
                                                           independent
                                                           appraisal firm
  -------------- ---------------------------- ------------ ---------------

4. 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        6,958,872    The fee charged
  Corporation    service of NIM                            at the rate
  Group                                                    that the
                                                           provider
                                                           charges from
                                                           the ordinary
                                                           customers
  -------------- ---------------------------- ------------ ---------------

Details of Connected Person

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

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

  *2. MC Industrial Import and sale of    Subsidiary of the Company with
  Chemical Co.,     chemical products     the Company’s 51% shareholding
  Ltd. (MCIC)                             of the paid up capital and has
                                          the same director as the Company
                                          which are Mr. Chikahide Mori,
                                          Mr. Eiji Hamada, Mr. Jiro
                                          Nishiyama and the Company’s
                                          Executive, Mr. Tadahiko Sugio,
                                          holds directorship of MCIC.

  *3. MC Plastic    Import and sale of    MCPL is the Company’s subsidiary
  Co., Ltd. (MCPL)  plastic pillars       with the Company’s 51% of
                                          shareholding of the paid up
                                          capital and has the same
                                          directors which are Mr.
                                          Chikahide Mori, Mr. Eiji Hamada,
                                          Mr. Jiro Nishiyama and the
                                          Company’s Executive, Mr.
                                          Tadahiko Sugio, holds
                                          directorship of MCPL.

  4. N.I.M Co., Ltd Rental service of     Subsidiary of the Company with
  (NIM)             chemical storage tank the Company’s 51% of
                                          shareholding 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.
                                          Tadahiko Sugio, hold
                                          directorship of NIM.

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

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

  **7. Metro Tan    Sale of chemical      MCIC holds shares in Metro Tan
  Co., Ltd. (Metro  substance             49% of paid up capital
  Tan)                                    

  8. 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)                                
  ----------------- --------------------- --------------------------------

Remark

* The Company disposed investment in the ordinary share of MCIC and MCPL
since 1 April 2015

** The Company loose indirect shareholding as a result of disposal of
investment in the ordinary share of MCIC since 1 April 2015

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.