8. Management

8.1 Management Structure

8.1.1 Board Structure:

The Company’s Board Structure consist of the Company Board of director
and Committees appointed by the Board to assist in overseeing the
Company’s business as the Audit Committee and the Executive Committee.

The structure, role and responsibilities of those committees are
described in detail below:

(1) The Company Board of Directors

According to the AOA no. 11, the Board must consist of the members not
less than 5 persons and not over 13 persons. As 31 December 2008, the
Company Board consists of 11 members.

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

-   3 executive directors

Role and Responsibilities of the Board

The Board has considered and approved on the important matters
concerning the company operation. The company has specified the policy
and regulations of practice, responsibilities and operations of the
Board, chairman and deputy chairman including those of the Executive
committee. The duties and responsibilities of the Board and the
management are separated clearly. The board of Board has the duty to
specify the importance issue on the operation of the company such as the
vision, mission, strategies, financial target, risk, plan, and budget
and the Executive committee has the duty to carry out the vision,
mission and strategies and provide good management and controlling
system. The Board then consider and approve so as the practice can be
performed and achieve the effective results.

Balance of Power for Non-Executive Directors

Members of Board of Directors are appointed by shareholder meeting,
comprising executive and non-executive directors. At present there are 8
non- executive directors among 11 Board of Directors members.

Aggregation versus Segregation of Positions

In order to ensure balanced and transparent management, the Company has
a clear policy on the segregation of responsibilities of the Chairman of
the Board of Directors and the Managing Director. In addition role and
responsibilities of the Board of Directors and of the Executive
Committee are clearly set.

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

Chairman:

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

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

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

Managing Director:

-   Managing Director, appointed by Board of Directors, holds the
    position for a specified term, and may be rotated. Managing Director
    chairs the Executive Committee;

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

Performance of the Board:

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

(2) Audit Committee

Audit Committee comprises 3 independent directors and non-executive,
appointed by Board of Directors and Shareholder. 2 of them have
experience in reviewing financial statement of the Company.

Qualification of an audit committee member

The qualification of audit committee member of the Company as follows:

1.  To be an independent director

2.  Not be the director of the parent company, subsidiary, associated
    company

3.  Have sufficient experience to be audit committee member. At least
    one of the member have sufficient experience in reviewing the
    financial statement.

4.  Must be in accordance with the rules prescribed under the
    requirement of the SEC, SEC or the other authorities.

Role and Responsibility of Audit committee

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

1.  To review the Company’s financial reporting process to ensure its
    accuracy and adequacy, and coordinating with the external auditors
    and members of the Executive Committee responsible for preparing the
    quarterly and yearly financial reports. The Audit Committee may
    suggest issues to be reviewed or audited by the external auditors
    during their audit of the Company.

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

3.  To review compliance with the Securities and Exchange Act, including
    the rules, notifications, and regulations thereof and the rules and
    regulations of the Stock Exchange of Thailand (“SET”), and any other
    relevant laws.

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

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

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

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

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

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

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

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

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

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

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

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

The Audit Committee’s practice

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

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

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

-   A transaction which causes a conflict of interest;

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

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

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

(3) Executive Committee

Executive Committee meets on regular basis approximately twice a month
and it may meet as an extraordinary session as the Company’s business
requires. The business considered at Executive Committee meetings are
those related to the production, business administration, financial and
accounting management, risk management, important financial
transactions, Company’s plans, Company’s budgets and to consider and
further propose to the Board of Directors for matters required Board
approval, as stipulated in the Company ‘s Articles of Association or the
Organizational Regulations, or to consider and approve for matters
delegated to the Executive Committee under the Organizational
Regulations. In our practice, these Organizational Regulation shall be
reviewed and updated at least every 2 years. In general, Executive
Committee has to report and propose to Board of Directors in relation to
important matters.

2.  Board of Directors and Executives in 2009

+--------------------+-------------------------------------------------+
| Board of           | Position                                        |
| Di                 |                                                 |
| rectors/Executives |                                                 |
+--------------------+-------------------------------------------------+
| Non-executives     |                                                 |
+--------------------+-------------------------------------------------+
| Mr. Veraphan       | Chairman                                        |
| Teepsuwan          |                                                 |
+--------------------+-------------------------------------------------+
| Mr. Paul Heinz     | Vice Chairman                                   |
| Hugentobler        |                                                 |
+--------------------+-------------------------------------------------+
| Mr. Chachchon      | Director                                        |
| Ratanarak          |                                                 |
+--------------------+-------------------------------------------------+
| Mr. Thaveepol      | Director                                        |
| Kongseri           |                                                 |
+--------------------+-------------------------------------------------+
| Mr. Prakob         | Independent Director                            |
| Visitkitjakarn     |                                                 |
+--------------------+-------------------------------------------------+
| Mr. Chet           | Independent Director                            |
| Raktakanishta      |                                                 |
+--------------------+-------------------------------------------------+
| Mr. Harald Link    | Independent Director                            |
+--------------------+-------------------------------------------------+
| Mr. Prabhol        | Independent Director                            |
| Buranasiri         |                                                 |
+--------------------+-------------------------------------------------+
| Executive Director |                                                 |
+--------------------+-------------------------------------------------+
| Mr. Philippe Arto  | Managing Director                               |
+--------------------+-------------------------------------------------+
| Ms.Chantana        | Director                                        |
| Sukumanont         |                                                 |
+--------------------+-------------------------------------------------+
| Mr. Vanchai        | Director                                        |
| Tosomboon          |                                                 |
+--------------------+-------------------------------------------------+
|                    |                                                 |
+--------------------+-------------------------------------------------+
| Audit Committee    |                                                 |
+--------------------+-------------------------------------------------+
| Mr. Prakob         | Chairman of Audit Committee                     |
| Visitkitjakarn*    |                                                 |
+--------------------+-------------------------------------------------+
| Mr. Prabhol        | Audit Committee member                          |
| Buranasiri         |                                                 |
+--------------------+-------------------------------------------------+
| Mr. Chet           | Audit Committee member                          |
| Raktakanishta*     |                                                 |
+--------------------+-------------------------------------------------+
|                    | (*have experience in reviewing financial        |
|                    | statements of the Company)                      |
+--------------------+-------------------------------------------------+
|                    |                                                 |
+--------------------+-------------------------------------------------+
| Executive          |                                                 |
| Committee          |                                                 |
+--------------------+-------------------------------------------------+
| Mr. Philippe Arto  | Chairman of the Executive Committee             |
+--------------------+-------------------------------------------------+
| Ms.Chantana        | Deputy Chairman of Executive Committee          |
| Sukumanont         |                                                 |
|                    | (Customer Relation)                             |
+--------------------+-------------------------------------------------+
| Mr. Vanchai        | Executive Vice President (Saraburi Operations)  |
| Tosomboon          |                                                 |
+--------------------+-------------------------------------------------+
| Mr. Andreas        | Senior Vice President (Finance and Controlling) |
| Leutenegger        |                                                 |
+--------------------+-------------------------------------------------+
| Mr. Nopporn        | Senior Vice President (Logistics and Exports)   |
| Thepsithar         |                                                 |
+--------------------+-------------------------------------------------+
| Mr. Siva           | Senior Vice President (RMX & Aggregate)         |
| Mahasandana        |                                                 |
+--------------------+-------------------------------------------------+
| Mr. Tasporn        | Senior Vice President (People & Organization    |
| Chantree           | Performance (P&OP))                             |
+--------------------+-------------------------------------------------+

8.1.3 Qualification and Nomination of Independent Director

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

1.  holding shares not exceeding one per cent of the total number of
    shares with voting rights of the applicant, its parent company,
    subsidiary company, associate company, major shareholder or
    controlling person, including shares held by related persons of such
    independent director;

2.  neither being nor used to be an executive director, employee, staff,
    advisor who receives salary, or controlling person of the applicant,
    its parent company, subsidiary company, associate company,
    same-level subsidiary company, major shareholder or controlling
    person, unless the foregoing status has ended not less than two
    years prior to the date of filing an application with the Office.
    Such prohibited characteristic shall not include the case where the
    independent director used to be a government official or advisor of
    a government unit which is a major shareholder or controlling person
    of the applicant;

3.  not being a person related by blood or legal registration as father,
    mother, spouse, sibling, and child, including spouse of child,
    executive, major shareholder, controlling person, or person to be
    nominated as executive or controlling person of the applicant or its
    subsidiary company;

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

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

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

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

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

8.  not undertaking any business in the same nature and in competition
    to the business of the applicant or its subsidiary company or not
    being a significant partner in a partnership or being an executive
    director, employee, staff, advisor who receives salary or holding
    shares exceeding one per cent of the total number of shares with
    voting rights of other company which undertakes business in the same
    nature and in competition to the business of the applicant or its
    subsidiary company;

9.  not having any other characteristics which cause the inability to
    express independent opinions with regard to the applicant’s business
    operations.

Nomination of Independent Director

The Company does not have a nomination committee at this moment.
Therefore, independent director nomination is done by the Board of
Directors who searches for a qualified person in order to have number of
independent directors at least 1/3 of the total number of the Board not
less than 3 independent directors. Now, the Company has 4 independent
directors out of the total of 11 members of the Board. Shareholders will
elect independent directors, as proposed by the Board, unless for the
case of fulfillment of vacancy, where the Board will consider and
approve such fulfillment.

8,1.4 Total attendance at Board Meetings, Audit Committee Meeting and
Executive Committee Meetings in 2009

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

                        Board Meeting      Audit       Executive   
                                           Committee   Committee   
                                           Meeting     Meeting     

  Non-Executive                                                    
  Director                                                         

  Mr. Veraphan          4/4                -           -           -
  Teepsuwan                                                        

  Mr. Paul Heinz        4/4                -           -           -
  Hugentobler                                                      

  Mr. Chachchon         4/4                -           -           -
  Ratanarak                                                        

  Mr. Thaveepol         4/4                -           -           -
  Kongseri                                                         

  Mr. Prakob            4/4                12/12       -           -
  Visitkitjakarn                                                   

  Mr. Chet              4/4                7/12        -           -
  Raktakanishta                                                    

  Mr. Harald Link       3/4                0/10        -           -

  Mr. Prabhol           4/4                2/2         -           Since November
  Buranasiri                                                       2009

  Executive Director                                               

  Mr. Philippe Arto     4/4                -           23/23       -

  Ms. Chantana          4/4                -           22/23       -
  Sukumanont                                                       

  Mr. Vanchai Tosomboon 4/4                -           21/23       -

  Executive Committee                                              

  Mr. Andreas           -                  -           21/23       -
  Leutenegger                                                      

  Mr. Nopporn           -                  -           23/23       -
  Thepsithar                                                       

  Mr. Siva Mahasandana  -                  -           23/23       Since February
                                                                   2009

  Mr. Tasporn Chantree  -                  -           15/15       Since May 2009
  --------------------- ------------------ ----------- ----------- -----------------

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

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

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

+-----------------+-----------------------------+---------------------+
| Dir             | The Courses Organized by    |   The Courses       |
| ector/Executive | Thai Institute of Directors |   Organized by      |
| Officers        | (IOD)                       |   Others            |
+-----------------+-----------------------------+---------------------+
|   Non-Executive |                             |                     |
|   Director      |                             |                     |
+-----------------+-----------------------------+---------------------+
| 1.  Mr.         |   - The Role of Chairman    |   - First Nation    |
|     Veraphan    |   Program (RCP)             |   City Bank         |
|     Teepsuwan   |                             |   (Presently        |
|                 |   Class 18/2008             |   Citigroup) :      |
|                 |                             |   Credit-Department |
|                 |                             |   Scholarship       |
|                 |                             |   Master’s Degree:  |
|                 |                             |   USAID             |
+-----------------+-----------------------------+---------------------+
| 2.  Mr. Paul    |   -                         |   -                 |
|     Heinz       |                             |                     |
|     Hugentobler |                             |                     |
+-----------------+-----------------------------+---------------------+
| 3.  Mr.         |   -                         |   -                 |
|     Chachchon   |                             |                     |
|     Ratanarak   |                             |                     |
+-----------------+-----------------------------+---------------------+
| 4.  Mr.         |   - Director Accreditation  |   -                 |
|     Thaveepol   |   Program(DAP), 2005        |                     |
|     Kongseri    |                             |                     |
+-----------------+-----------------------------+---------------------+
| Independent     |                             |                     |
| Director (5-8)  |                             |                     |
+-----------------+-----------------------------+---------------------+
| 5.  Mr. Prakob  | -   The Role of Chairman    |   -                 |
|                 |     Program (RCP) Class     |                     |
|  Visitkitjakarn |     5/2001                  |                     |
|                 |                             |                     |
|                 | -   Director Certification  |                     |
|                 |     Program (DCP) Class     |                     |
|                 |     33/2003                 |                     |
|                 |                             |                     |
|                 | -   Audit Committee Program |                     |
|                 |     (ACP) Class 27/2009     |                     |
|                 |                             |                     |
|                 | -   Monitoring the Quality  |                     |
|                 |     of Financial Reporting  |                     |
|                 |     (MFR) Class 8/2009      |                     |
+-----------------+-----------------------------+---------------------+
| 6.  Mr. Chet    | -   Financial for           |   -                 |
|                 |     Non-Finance Director    |                     |
|   Raktakanishta |     (FN), 2003              |                     |
|                 |                             |                     |
|                 | -   Directors Certificate   |                     |
|                 |     Program (DCP), 2003     |                     |
|                 |                             |                     |
|                 | -   Audit Committee Program |                     |
|                 |     (ACP), 2005             |                     |
|                 |                             |                     |
|                 | -   Director Financial,     |                     |
|                 |     2005                    |                     |
|                 |                             |                     |
|                 | -   DCP refresher Course    |                     |
|                 |     Class 3/2006            |                     |
|                 |                             |                     |
|                 | -   Monitoring Fraud Risk   |                     |
|                 |     Management (MFM) Class  |                     |
|                 |     1/200 9                 |                     |
+-----------------+-----------------------------+---------------------+
| 7.  Mr. Harald  |   -                         |   - Course on Good  |
|     Link        |                             |   Corporate         |
|                 |                             |   Governance at St. |
|                 |                             |   Gallen,           |
|                 |                             |   Switzerland       |
+-----------------+-----------------------------+---------------------+
| 8.  Mr. Prabhol |   - Director Accreditation  | -                   |
|     Buranasiri  |   Program (DAP)             |                     |
+-----------------+-----------------------------+---------------------+
|   Executive     |                             |                     |
|   Director      |                             |                     |
+-----------------+-----------------------------+---------------------+
| 9.  Mr.         |   -                         |                     |
|     Philippe    |                             |                     |
|     Arto        |                             |                     |
+-----------------+-----------------------------+---------------------+
| 10. Ms.         |   - Director Accreditation  |   - Capital Market  |
|     Chantana    |   Program (DAP)             |   Academy’s         |
|     Sukumanont  |                             |   Course(s) -       |
|                 |                             |   Leader Program    |
|                 |                             |   (2008)            |
+-----------------+-----------------------------+---------------------+
| 11. Mr. Vanchai |   - Director Accreditation  | -                   |
|     Tosomboon   |   Program (DAP), 2004       |                     |
|                 |                             |                     |
|                 |   - Director Certificate    |                     |
|                 |   Program (DCP), 2001       |                     |
+-----------------+-----------------------------+---------------------+
|   Executive     |                             |                     |
|   Committee     |                             |                     |
+-----------------+-----------------------------+---------------------+
| 12. Mr. Andreas |   -                         |   - Responsible for |
|     Leutenegger |                             |   corporate         |
|                 |                             |   governance report |
|                 |                             |   for Holcim Ltd.   |
|                 |                             |   Annual            |
|                 |                             |                     |
|                 |                             |   - Seminar on      |
|                 |                             |   Corporate         |
|                 |                             |   Governance , by   |
|                 |                             |   Stock Exchange of |
|                 |                             |   Switzerland       |
|                 |                             |                     |
|                 |                             |   - Seminar on      |
|                 |                             |   Corporate         |
|                 |                             |   Governance, by    |
|                 |                             |   Swiss Institute   |
|                 |                             |   of Chartered      |
|                 |                             |   Accountants       |
+-----------------+-----------------------------+---------------------+
| 13. Mr. Nopporn |   - Audit Committee Program |   - Good            |
|     Thepsithar  |   (ACP)                     |   Governance, Mini  |
|                 |                             |   MBA               |
|                 |   - Director Accreditation  |                     |
|                 |   Program (DAP)             | Course for INSEE    |
|                 |                             | Logistics           |
|                 |   - Director Certificate    |                     |
|                 |   Program (DCP)             |                     |
+-----------------+-----------------------------+---------------------+
| 14. Mr. Siva    |   -                         |                     |
|     Mahasandana |                             |                     |
+-----------------+-----------------------------+---------------------+
| 15. Mr. Tasporn |   -                         |                     |
|     Chantree    |                             |                     |
+-----------------+-----------------------------+---------------------+

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

Name: Mrs. Phatchada Muenthong

Position: Company Secretary and Legal & Compliance Department Manager

Tel No.: +66 2 797 7050

Fax No.: +66 2 663 1834

8.2 Nomination of Director and Executive

The company doses not have a nomination committee. Potential directors
are selected from a field of qualified and experienced professionals.
The election of each director is made by majority votes of shareholders.
Notably, most shareholders of the Company are minority shareholders
(i.e., only 6 shareholders hold more than 1 percent of Company’s share
each, from total 4,155 shareholders at the AGM 2009). However, each
director received supporting vote on election over 98 percent. This
reflects support from minority shareholders.

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

Re-election of Directors whose terms and expired by rotation at the AGM
2009 has criteria and guidelines as follows;

1.  One share, one vote.

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

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

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

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

8.3 Remuneration of the Board of Directors and Executives

The process of giving remuneration for the Board is done in a
transparency manner and the process has been approved by the
shareholders annually. The policy of payment is according to the
operation profit of that particular year.

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

Remuneration in Cash

Remuneration in Cash for 13 Board members was 14.050 million baht,
included meeting per diem and bonus paid in 2009

+----------------------+------------+---------+----------+------------+
| List of Directors    | Allowance  |         | Bonus    | Total      |
|                      |            |         |          | amount     |
|                      |            |         | (for     |            |
|                      |            |         | year     | (Baht)     |
|                      |            |         | 2008)    |            |
+----------------------+------------+---------+----------+------------+
|                      | Board of   | Audit   |          |            |
|                      | Directors  | Co      |          |            |
|                      |            | mmittee |          |            |
+----------------------+------------+---------+----------+------------+
| Non-Executive        |            |         |          |            |
| Directors            |            |         |          |            |
+----------------------+------------+---------+----------+------------+
| 1.  Mr. Veraphan     | 2,400,000  | -       | 500,000  | 2,900,000  |
|     Teepsuwan        |            |         |          |            |
+----------------------+------------+---------+----------+------------+
| 2.  Mr. Paul Heinz   | 1,200,000  | -       | 400,000  | 1,600,000  |
|     Hugentobler      |            |         |          |            |
+----------------------+------------+---------+----------+------------+
| 3.  Mr. Chachchon    | 840,000    | -       | 325,000  | 1,165,000  |
|     Ratanarak        |            |         |          |            |
+----------------------+------------+---------+----------+------------+
| 4.  Mr. Thaveepol    |   840,000  |   -     |          | 1,165,000  |
|     Kongseri         |            |         |  325,000 |            |
+----------------------+------------+---------+----------+------------+
| 5.  Mr. Wolfgang     |   -        |   -     |          | 100,000    |
|     Bieri            |            |         |  100,000 |            |
+----------------------+------------+---------+----------+------------+
| Independent          |            |         |          |            |
| Directors (6-9)      |            |         |          |            |
+----------------------+------------+---------+----------+------------+
| 6.  Mr. Prakob       | 480,000    |         |          | 1,285,000  |
|     Visitkitjakarn   |            | 480,000 |  325,000 |            |
+----------------------+------------+---------+----------+------------+
| 7.  Mr. Chet         | 480,000    | 360,000 | 325,000  | 1,165,000  |
|     Raktakanishta    |            |         |          |            |
+----------------------+------------+---------+----------+------------+
| 8.  Mr. Harald Link  |   480,000  | 360,000 |          | 1,165,000  |
|                      |            |         |  325,000 |            |
+----------------------+------------+---------+----------+------------+
| 9.  Mr. Prabhol      | 480,000    | -       | 325,000  | 805,000    |
|     Buranasiri       |            |         |          |            |
+----------------------+------------+---------+----------+------------+
| Executive Directors  |            |         |          |            |
+----------------------+------------+---------+----------+------------+
| 10 Mr. Philippe Arto | 840,000    |         |          | 840,000    |
+----------------------+------------+---------+----------+------------+
|   11 Ms. Chantana    | 480,000    | -       | 300,000  | 780,000    |
|   Sukumanont         |            |         |          |            |
+----------------------+------------+---------+----------+------------+
|   12 Mr. Vanchai     | 480,000    | -       | 300,000  | 780,000    |
|   Tosomboon          |            |         |          |            |
+----------------------+------------+---------+----------+------------+
|   13 Mr. Marcel      |            | -       | 300,000  | 300,000    |
|   Smit*              |            |         |          |            |
+----------------------+------------+---------+----------+------------+
| Total                | 9,000,000  | 1,      | 3        | 14,050,000 |
|                      |            | 200,000 | ,850,000 |            |
+----------------------+------------+---------+----------+------------+

*Resigned in year 2008, but received remuneration in year 2009 on pro
rata basic

Remuneration for 7 members of the Company’s Executive Committee was
98.515 million baht, included salary and bonus paid in 2009

Other Remunerations

Contribution to Provident Fund for its executives was 5.107 million
baht. Company cars are provided to the members of the Executive
Committee.

The Board of Directors proposes the Shareholders to approve the
Director’s Remuneration Principle at 17^(th) AGM on April 9, 2010 as
following;

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

  Director Fees: The Board shall receive director fees on monthly basis,
  at the aggregated amount of not more than Baht 1.5 million per month.
  The Chairman and Vice-Chairman of the Board are authorized to allocate
  amongst the Directors in such manner they consider appropriate.

  Bonuses: The Board shall receive the annual bonuses at the amount not
  exceeding Baht 5 million. The Chairman and Vice-Chairman of the Board
  are authorized to allocate amongst the Directors in such manner they
  consider appropriate.

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

8.4 Corporate Governance Update 2009

Siam City Cement promotes Corporate Governance at every level of the
organization from the Board of Directors, the Executive Committee and
down all the way to the operational level.

We reflected our respect for society and the environment, our commitment
to communicate in an open and transparent manner and act in accordance
with legal, regulations, our alignment with the principles of Good
Corporate Governance stipulated by the Stock Exchange of Thailand, and
with the guidelines set down by the Organization for Economic
Cooperation and Development (OECD) through the Company’s Code of Conduct
and through our managing responsibly. We strive to our commitment to
good corporate governance through managing responsibly.

Our Code of Conduct is the solid foundation for corporate governance. It
has been deployed to become a commitment of each and every employee.
This is a guarantee that the policy is implemented by both the Company
and its personnel. Ten elements of CG identified how we operate and
manage or set our achievement, together with how we involve
stakeholders, i.e.

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

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

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

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

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

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

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

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

-   Fair Competition. We respect the principles and rules of fair
    competition.

Use and Protection of Assets and Information.

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

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

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

Conflict of Interest.

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

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

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

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

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

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

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

Responsibility. Each of SCCC personnel is responsible to know the
relevant laws and regulations including this Code of Conduct. All of
them are expected to adhere to this Code of Conduct in both the letter
and the spirit. Violations against this Code of Conduct will not be
tolerated and applied with disciplinary sanctions.

In the year 2009, there were many tasks and implementations that we put
focus on making our Code of Conduct becomes part of SCCC personnel. We
believed that our good corporate culture will help not only to sustain
our commitment to Code of Conduct but to lead the industry and community
into a better society in the future. As a listed company of the Stock
Exchange of Thailand (SET), our update here is therefore categorized
into 5 chapters as those recognized by SET.

Detailed in the following are descriptions of the initiatives and
actions that were taken throughout the course of the year:

Chapter 1: Rights of shareholders

Siam City Cement committed to protecting the rights and benefits of all
our shareholders. Siam City Cement always realizes and respects the
rights of the shareholders as follow:

1.  The right to attend shareholders meetings and to assign proxies to
    attend meeting and vote on their behalf

2.  The right to vote for agenda required for shareholders approval,
    such as, election of director, director bonus, appointment of
    auditors, etc.

3.  The right to be provided with the Company’s sufficient information
    in a timely manner

4.  The right to information, and expressing their opinions

5.  The right to receive dividends

6.  The right to buy, sell or transfer shares.

Our commitments are elaborated in the practice that we described below.

Chapter 2: Equitable treatment of shareholders

Siam City Cement’s treatment to all shareholders equitably and
transparently. This reflects in the Company’s continually practice on
quick and efficient dissemination of information to shareholders. In the
year 2009, the Company made 18 disclosures via the SET electronic
publication (www.set.or.th). The shareholders may also access records of
the Company’s notifications retroactively for two years which may be
found on our website at www.siamcitycement.com.

Apart from the foregoing, the Company publicizes information from time
to time via press and analysts’ conferences and invitations can be
obtained by contacting us at:

Tel: +66 2 797 7060

Fax: +66 2 663 1847

Email: nasikarn.ongsakulwat@sccc.co.th

To ensure equal treatment for all shareholders, Siam City Cement has
effective meeting procedures, including giving an opportunity to
shareholders to propose an agenda Siam City Cement also determines that
any shareholders not being able to attend the meeting by person, he/she
may appoint any person or Siam City Cement’s independent director as
proxy to attending the meeting and vote on his/her behalf. If Siam City
Cement director who is selected as proxy has interest in any agenda,
Siam City Cement will inform the shareholders of the same in the notice
of the Meeting. In this case, such Siam City Cement director shall
abstain from voting in such agenda for correctness, transparency and
most fairness in voting.

Before calling for a vote on each agenda, the Chairman opens the floor
to shareholders’ comment, suggestions or question in each agenda or
related to Siam City Cement. The Chairman of the Board and relevant
executives respond to questions and consider comments and proposals for
further possible action, as appropriate

Voting is conducted in strict compliance with the law. Shareholders are
free to approve, reject or abstain from voting on each item on the
agenda. Usually, the shareholders or proxies that attend the meeting
represent the majority of Company share holdings. Each share shall be
counted as one vote. In case of an equal amount of votes, the Chairman
shall have an additional casting vote.

The Company was rated “Very Good” (a grade of between 80% to 89%) for
the quality and contents of its Annual General Meeting held in 2009 in
the “AGM Assessment 2009” project organized by Thai Investors
Association.

For the convenience of shareholders, E-registration and E-voting systems
were used at the AGM for fast and accurate registration and voting
processes.

We have invited shareholders to propose agenda and send question for the
General Meeting of Shareholders (year 2010) and now also invite
shareholders to nominate a representative to be elected as a director.

Key actions to ensure shareholders rights include:

  -------------- -------------------- ------------------- ----------------
  Shareholder    Key legal            What we did more    Substance
  Right          requirement and our  than the law        
                 compliance                               

  Proxy          Used standard proxy  We made efforts in  We encouraged
                                      calling             and supported
                                      shareholders and    the shareholders
                                      encourage them to   to participate
                                      either attend by    at AGM
                                      themselves or by    
                                      proxy. Our form of  
                                      proxy added choice  
                                      of independent      
                                      directors as their  
                                      appointees. Our     
                                      proxy review        
                                      procedure attempts  
                                      to remove obstacles 
                                      for proxy-holders.  
                                      For example, if     
                                      they forgot to      
                                      affix the duty      
                                      stamp, we make      
                                      stamps available at 
                                      the meeting.        
  -------------- -------------------- ------------------- ----------------

+-------------+-------------------+-----------------+----------------+
| Shareholder | Key legal         | What we did     | Substance      |
| Right       | requirement and   | more than the   |                |
|             | our compliance    | law             |                |
+-------------+-------------------+-----------------+----------------+
| Voting      | Guarantied that   | Set clear       | Our voting was |
|             | shareholders can  | voting          | done           |
|             | vote according to | procedure in    | transparently  |
|             | legal             | the notice of   | as             |
|             | requirements and  | meeting and     | shareholders   |
|             | on                | used bar-code   | witnessed      |
|             | o                 | for accuracy    | ballot         |
|             | ne-share-one-vote | and timeliness. | collection and |
|             | principle         | We had          | vote counting  |
|             |                   | independent     |                |
|             |                   | lawyer and      |                |
|             |                   | volunteer from  |                |
|             |                   | shareholders to |                |
|             |                   | supervise       |                |
|             |                   | casting and     |                |
|             |                   | vote counting   |                |
|             |                   |                 |                |
|             |                   | Ballots were    |                |
|             |                   | collected for   |                |
|             |                   | each separate   |                |
|             |                   | agenda, to      |                |
|             |                   | encourage       |                |
|             |                   | thorough        |                |
|             |                   | consideration   |                |
|             |                   | before vote     |                |
|             |                   | casting         |                |
+-------------+-------------------+-----------------+----------------+
| Information | Sufficient        | SCCC’s website  | Interest from  |
|             | information in    | is an           | shareholders   |
|             | the annual        | additional      | at AGM 2009    |
|             | report, SET       | channel to      | allowed SCCC   |
|             | disclosure,       | provide         | to arrange     |
|             | notice of         | detailed        | shareholder    |
|             | shareholders      | information,    | visit at       |
|             |                   | with at least 2 | Saraburi       |
|             |                   | years data      | Plants.        |
|             |                   | storage. Such   |                |
|             |                   | information     | In late 2009,  |
|             |                   | included video  | we also        |
|             |                   | of AGM 2009. We | invited        |
|             |                   | invited         | shareholders   |
|             |                   | shareholders to | to propose     |
|             |                   | send inquiry of | director       |
|             |                   | their interest  | nominations    |
|             |                   | and to propose  | for AGM 2010   |
|             |                   | agenda if       |                |
|             |                   | needed          |                |
+-------------+-------------------+-----------------+----------------+
| Dividend    | Provided          | Although our    | Shareholders   |
|             | sufficient        | business        | however should |
|             | information on    | requires        | be aware that  |
|             | retain earnings   | investments in  | dividend       |
|             | and reserves      | maintenance, we | payment time   |
|             |                   | still try to    | requires       |
|             |                   | maximize        | involvement    |
|             |                   | shareholder     | from many      |
|             |                   | dividends. Our  | parties, such  |
|             |                   | payout ratio    | as, Thailand   |
|             |                   | has shown good  | Securities     |
|             |                   | record during   | Depository,    |
|             |                   | many years. We  | banks, post    |
|             |                   | also expedited  | office. It is  |
|             |                   | dividend        | unlikely that  |
|             |                   | payment quickly | shareholders   |
|             |                   | as possible     | not subscribed |
|             |                   |                 | to e-dividend  |
|             |                   |                 | will receive   |
|             |                   |                 | pay-check as   |
|             |                   |                 | fast as those  |
|             |                   |                 | with           |
|             |                   |                 | e-dividend.    |
|             |                   |                 | Therefore, we  |
|             |                   |                 | encouraged     |
|             |                   |                 | that all       |
|             |                   |                 | shareholders   |
|             |                   |                 | should apply   |
|             |                   |                 | for            |
|             |                   |                 |                |
|             |                   |                 | e-dividend     |
|             |                   |                 | service.       |
+-------------+-------------------+-----------------+----------------+
| Transfer    | Set transfer      | We did not      | All            |
|             | procedure in      | create any      | shareholders   |
|             | Articles of       | obstacle to     | are treated    |
|             | Association       | prevent         | equally.       |
|             |                   | shareholders in |                |
|             |                   | trading SCCC    |                |
|             |                   | shares at will. |                |
|             |                   | In early 2010,  |                |
|             |                   | we set “Insider |                |
|             |                   | Policy”, or     |                |
|             |                   | policy          |                |
|             |                   | preventing      |                |
|             |                   | insider         |                |
|             |                   | trading, to     |                |
|             |                   | help safeguard  |                |
|             |                   | shareholders    |                |
+-------------+-------------------+-----------------+----------------+

Chapter 3: Roles of stakeholders

Our stakeholders are recognized in our Code of Conduct and in our
corporate fundamental goals.

Detailed in the following are descriptions of the actions that were
support the stakeholders throughout the course of the year:

Customers: Not only recognized customers in the pay slip that “customers
pay our salary”, SCCC has championed a customer-centric focus throughout
the organization. Each function has identified its external and internal
customers in order to improve solution and service which contributed to
customer satisfaction. Customers have access to information they need
for their business, e.g., Web-Sales to monitor real time order or
account status, GPS on delivery truck to monitor real time delivery
status. Making customers happy is a good business for us.

Employees: We praise our employees who are the most valuable assets of
the company. We:

Reorganized HR into the “People & Organizational Performance (P&OP)
Function”, to maximize the potential of our employees.

Using our “Employee Satisfaction & Engagement Survey”, and “Employee
Choice Survey” we obtain feedback from employees on how the Company
should improve and to achieve one of our fundamental goals of being a
preferred employer.

Paid attention to hardship and economic impact on employees. Both direct
and indirect support were given, e.g., facilitate with the Government
Saving to provide special interest rate loan, helped with cost of living
expense during economic crisis.

We elevated a high spirit of team work and innovation by implementing
“INSEE Excellence Awards”. This bottom up contest was very successful in
providing significant cost saving and efficiency for the company in
2009.

In return, employees play an important role in both gearing the Company
to better performance and provide better management control.

Communities: Understanding our Corporate Responsibilities, the Company
involves communities both near and far. Two key elements always
considered in our selection of activities are community engagement, and
transparency.

Our “Community Fund of SCCC” has been operated under shared control of
the Company, nearby communities, and local authorities.

Mobile health-check from SCCC is well-known among communities
surrounding our plants. Many employees live near the plants, while many
local people in the communities have become part of SCCC. With this
entrusted environment, SCCC strived to better living quality for the
communities. We allowed shareholders and public to gain first hand
insight through company visits.

Our high regard for the lives and safety of people who work for us has
been reflected in our very strict safety rules. Devotion and support
from the Management is always guaranteed when it comes to safety issues.

Business Partners: We recognize that strong and ethical business
partners are a key success criteria in achieving the Company’s business
objectives of sustainability and good governance. Our Code of Conduct,
therefore lays out the framework of how we work with them, e.g., we
shall not allow our employees to have any conflict of interest in
negotiation, selection and conclusion of a transaction;

we shall not offer, solicit or accept gifts arising out of ordinary
corporate hospitality, etc. We are pleased to report that we have
tremendous cooperation from our business partners also in regards to
developing quality of work and better safety standard. We believe that
this guideline will lead the whole SCCC supply chain to sustainability.

Chapter 4: Disclosure and transparency

Siam City Cement made full, timely and transparent disclosure of
financial and non-financial information pursuant to the standards and
regulations as mandated by the Office of SET and SET. In addition to
disclosing information as specified in relevant regulations and the
Principles of Good Corporate Governance through the channel of the SET,
annual statement (Form 56-1), and annual reports, Siam City Cement
disclose information, both in Thai and English, via other channels such
as the company’s web site and maintain disclosed information in an
up-to-date form on our website, www.siamcitycement.com.

We consider stakeholders thoughtfully and make sufficient disclosure to
such groups. For example, our employees receive information on company
performance on quarterly basis. If our actions involve surrounding
communities, we distribute pamphlets on new projects and environmental
information to keep them informed. From a financial perspective, we
provided many channels to update the press and media. For example, half
yearly press conferences, and press and analysts interview with
Corporate Communication function throughout the year. Our Company Visits
have hosted in each year more than 100 groups of visitors, from
students, shareholders, academics, NGO, government officers,
communities, or international experts.

Chapter 5: Responsibilities of the Board of Directors

Currently, the Board of Directors consists of 11 members, 4 of which are
independent directors. Our Board of Directors appointed the Audit
Committee, and the Executive Committee. In the Board, there are 3
executive directors who are also members of the Executive Committee.
Both the Board and Executive Committee have Organizational Regulations
which embraced roles and responsibilities from the Articles of
Association, the laws, and expectation of shareholders as their
framework, while the Audit Committee has a Charter as their framework.

Structure, role and responsibilities of those committees are described
in detail below:

(1) Board of Directors

Role and Responsibilities

Board of Directors considers and approves important matters concerning
company operations. Siam City Cement has specified the policy and
regulations of practice, responsibilities and operations of the Board of
Directors, chairman and deputy chairman including those of the Executive
committee. The duties and responsibilities of the Board and the
management are separated clearly. Board of Directors has the duty to
specify the importance issue on the operation of Siam City Cement such
as the vision, mission, strategies, financial target, risk, plan, and
budget and the Executive committee has the duty to carry out the vision,
mission and strategies and provide good management and controlling
system. The Board of Directors then consider and approve so as the
practice can be performed and achieve effective results.

Members of Board of Directors are appointed by shareholder meeting, or
by board of directors meeting, in case of replacement of vacancy other
than of retirement by rotation. At present there are 8 non-executive
directors among total of 11 Board of Directors members. Please see
Supplemental Information item of this Annual Report for the biographical
of Member of Board of Directors and Executives.

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

In early 2009, the Board of Directors has a plan to improve CG, such as
the implement of dividend policy and insider trading policy.

We are proud to present that our initiative on Conflict of Interest
Declaration provide good awareness among employees. All personnel under
functions of MD and CFO, and personnel with position of division
managers up, inclusive of members of Executive Committee who are
employee, are required to do this exercise twice a year. Report of
results will be reviewed and discussed by Executive Committee and Audit
Committee. At the level of the Board and Executive Committee, the Board
also approved the Principles, Procedure and Form relate to “Report on
Interest of directors and executive” to support the fiduciary duties of
the Directors and Executives where they shall make decisions without
interest, either directly or indirectly.

The Board of Directors meeting is conducted regularly to allow all
members of the board to consider the board performance and solve any
problem they may have. At the Board Meeting, the CFO is present, to
provide information to the Board. Other Executives join according to
relevancy of the agenda.

The process of giving remuneration for Board of Directors and Executives
is done in a transparent manner and the process has been approved by the
shareholders annually which be comparable to the industry level. Detail
of Remuneration of the Board of Directors and Executives paid in 2009 is
provided on Supplemental Information item of this annual report.

Board of Director encourage and facilitate training for all internal
parties related to corporate governance. For this year the Board
organized “People & Organizational Performance (P&OP)” to act in area of
executive development and succession planning.

2.  Audit Committee

Audit Committee comprises 3 independent directors, appointed by Board of
Directors. 2 of them have experience in reviewing financial statement of
the Company. All of them understand business well and have management
experience with reputable companies in Thailand. Please see details of
their experience in Supplemental Information.

Qualification of an audit committee member

1.  Be an independent director;

2.  Not be a director of the parent company, subsidiary, associated
    company;

3.  Has sufficient experience to be audit committee member. At least one
    of the members has sufficient experience in reviewing the financial
    statement.

4.  Must comply with the rules prescribed under the requirement of the
    SEC, SEC or the other authorities.

Independent Director (Qualification and Nomination process)

“Independent Director” of the Company must meet the qualifications as
required by the Securities and Exchange Act, and the rules,
notifications, and regulations thereof including the rules and
regulations of the SET, and any other relevant laws.

The Company does not have a nomination committee. Potential independent
directors including directors and executives are selected by Board of
Directors from a field of qualified and experienced professionals. At
present there are 4 independent directors among 11 Board of Directors
members.

In the year 2009, the Board of Directors set the definition of
independent directors as minimum requirement qualification specified by
the SEC and the SET. Definition of independent directors may be found on
annual statement (Form 56-1) disclosed on our website at
www.siamcitycement.com.

On November 12, 2009, the 97th Meeting of the Board of Directors
approved to appoint Mr. Prabhol Buranasiri, independent director to be a
new member of Audit Committee in replacement of Mr.Harald Link who has
resigned from the Audit Committee. Members of the Audit Committee are
introduced in detail to the duties and responsibilities of the Audit
Committee including the business overview.

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

In the area of duty concerning conflicts of interests, upon receiving
the Reports on Interest from the Company Secretary, the Audit Committee
shall scrutinize per the regulations on Duties and Responsibilities of
Directors and Executives under the Securities and Exchange Act, and
advise the Board of Directors for any issue or concern they deem
appropriate.

(3) Executive Committee

The Executive Committee meets on regular basis approximately twice a
month and it may meet as an extraordinary session as the Company’s
business requires. The business considered at Executive Committee
meetings are those related to the production, business administration,
financial and accounting management, risk management, important
financial transactions, Company’s plans, Company’s budgets and to
consider and further propose to the Board of Directors for matters
required Board approval, as stipulated in the Company ‘s Articles of
Association or the Organizational Regulations, or to consider and
approve matters delegated to the Executive Committee under the
Organizational Regulations. In our practice, these Organizational
Regulations are to be reviewed and updated at least every 2 years. In
general, Executive Committee has to report and propose to Board of
Directors in relation to important matters.

8.5 Supervision of inside information use

To put the good governance into practice, in connection with prevention
on Insider Trading and abusive self-dealing, the board and the
management realize the importance and strictly follow the code of
conduct of the Company in the part concerning the internal information
which may affect the benefit such as the share price or the Company’s
securities. The Board and management members send in the reports of
their shareholding at every Board Meeting. And in order to set a clear
and objective guideline, the Company will announce Insider trading
policy (blackout period) in 2010.

Code of Conduct that related to inside information is following.

Code of Conduct No 4: Compliance

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

Insider Trading

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

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

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

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

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

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

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

6.  IT Security Awareness Classroom Training which will be hold on April
    2010 to ensure all users are aware of the new five cardinal rules of
    IT Security, and to minimize IT risk and threats, which could happen
    when the IT exposure is emerged.

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

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

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

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

Code of Conduct No 6: Conflict of Interest

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

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

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

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

8.6 Personnel

  Number of employees at the end of 2009:

+-------------------------------------+--------------------------------+
|                                     | Number of employees            |
|                                     |                                |
|                                     | (persons)                      |
+-------------------------------------+--------------------------------+
| Production                          | 1,111                          |
+-------------------------------------+--------------------------------+
| Logistics                           | 359                            |
+-------------------------------------+--------------------------------+
| Marketing and Sales                 | 241                            |
+-------------------------------------+--------------------------------+
| Finance and Controlling             | 104                            |
+-------------------------------------+--------------------------------+
| Others                              | 170                            |
+-------------------------------------+--------------------------------+
| Total                               | 1,985                          |
+-------------------------------------+--------------------------------+

Number of employees and employee costs at the end of 2009:

  ---------------------------------------- ------------------ ---------------
                                           Separate financial 
                                           statements         

                                           2009               2008

  Number of employees at end of year       1,985              2,034
  (persons)                                                   

  Employee costs for the year 2009 (Baht)  1,221,362,566.58   1,424,367,053
  ---------------------------------------- ------------------ ---------------

Employee Development Policy

  We strongly recognize that people capability is a key factor in
  striving for a success in today and future business environment.
  Therefore, we have been investing in our people development so that
  they could have a capability which would enable them to perform well
  in current role and prepare them to develop their career further in an
  organization. A corporate development policy was developed in a way
  that it would not only align a need for business success, but also
  align a need for self development of our people.

  Our commitment towards employee development could be well evidenced
  from an increasing training man-hour in the past few years. This
  included that of 2009 when an economy was not favorable but our
  average training man-hour kept increasing and exceeded 40 hours /
  person / year.

  Development Activities in 2009

-   Human Resources Function was reorganized to People and
    Organizational Performance with an aim to better align people
    strategy with business strategy. Few key positions were rotated from
    line functions. Also, as part of this reorganization, INSEE Academy
    was established and resources were integrated to ensure more
    effective development activities.

-   The company was awarded “The Best Corporate in Training Category”
    from Labor Department. This was a result from continuous investment
    in people development as stated above.

-   We promoted “Safety Workplace” by providing our employees and
    sub-contractors with sufficient knowledge to ensure that they could
    perform work safely and could strive for zero incidents as we
    envision.

-   Individual Development Plan (IDP) has been extensively defined and
    used. Planning and monitoring system was set in palarel with a
    performance management system to ensure that employees are provided
    with sufficient development opportunities to deliver their tasks.

-   Succession Management was defined for critical positions and senior
    management level. IDP of the successors were defined and monitored
    to ensure their readiness and mitigate business risk.

-   “INSEE Excellence Awards” was rolled out in 2009 to promote an
    innovative culture within the organization. Competing criteria
    covered 4 dimension i.e. cost saving, safety, innovation and
    corporate social responsibility. There program was highly recognized
    by employees as there were 1,391 employees participated, or 48% of
    total employees.

-   Development activities were provided not only locally, but also
    internationally. Some employees had opportunities to attend
    conferences, trainings, seminars, and exchange programs with other
    Holcim Group Companies.