9. Management

  9.1 Management Structure

Board Structure:

  Company’s Articles of Associations stipulate that the number of board
  members is limited to 13, normally elected by shareholder meeting in
  accordance with its Articles of Association. There are currently 12
  board members.

  The Board s comprises - the latter are neither executives nor
  employees of the Company. The Audit Committee comprises three
  independent directors who work under the framework of the Charter of
  the Audit Committee. Each Board member has knowledge and expertise
  beneficial to the Company and is free to render his/her opinion. The
  Chairman of the Board is not an executive director. The positions of
  managing director and Chairman of the Board are held by different
  people.

  Roles and responsibilities of the Board:

  The Company’s Organizational Regulations stipulate a framework for
  roles and responsibilities of the Board, Chairman and Vice Chairman of
  the Board, and the Executive Committee. The roles and responsibilities
  of the Board and Executive Committee are clearly separated from each
  other. The former is to consider and give approval on significant
  issues concerning the Company’s operations while the latter is
  assigned to implement the approved vision, mission, strategy,
  corporate governance and internal controls. An internal audit function
  has been established and reports directly to the Audit Committee. This
  measure has assisted in paving the way for direct communication with
  the Board in case of any concerns with financial statements, internal
  control, violation of the law, or ethics.

  Presently, the Company is considering preparing the Code of Conduct
  for the whole organization.

  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 an agenda not less than one
  week in advance before each board meeting takes place. 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.

9.2 Board of Directors, Audit Committee and Executive Committee in 2006

Board of Directors

Mr. Krit Ratanarak Chairman (Up to November 9, 2006)

  Mr. Veraphan Teepsuwan Vice Chairman up to November 9 Chairman (Since
  November 9, 2006)

  Mr. Paul Heinz Hugentobler Vice Chairman

  Mr. Urs Wolfgang Bieri Director

  Mr. Harald Link Director

  Mr. Ekasak Puripol Director

  Mr. Sura Sanittanont Director

Mr. Prakob Visitkitjakarn Director

  Mr. Chet Raktakanishta Director

  Mr. Chachchon Ratanarak Director

Ms. Chantana Sukumanont Director

Mr. Vanchai Tosomboon Director

  Mr. Leo Mittelholzer Managing Director

Audit Committee

  Mr. Prakob Visitkitjakarn Chairman

  Mr. Harald Link Member

  Mr. Chet Raktakanishta Member

Executive Committee

  Mr. Leo Mittelholzer Chairman of the Executive Committee

  Ms. Chantana Sukumanont Deputy Chairman of the Executive Committee

  Executive Vice President (Marketing and Sales)

  Mr. Vanchai Tosomboon Executive Committee Member

  Executive Vice President (Saraburi Operations)

  Mr. Andreas Leutenegger Executive Committee Member

  Senior Vice President (Finance and Controlling)

  Mr. Rungrote Soonthorn Executive Committee Member

  Senior Vice President (Human Resources and Management Development)

  Mr. Nopporn Thepsithar Executive Committee Member

  Senior Vice President (Logistics and Exports)

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.

The information about the Company’s Corporate Secretary is as follows:

Name: Staporn Phettongkam Ph.D.

Position: Secretary General & Corporate Communications

Tel: (66) 0-2797-7060

Fax: (66) 0-2663-1847

  9.3 Remuneration for the Board and Executives

  The Board proposes its remuneration for shareholders approval on a
  yearly basis. Compensation for executives who are employees of the
  Company is in line with the Company’s annual earnings performance and
  also in accordance with strategy and management systems which l
  stimulate executives to provide satisfactory yields to shareholders.

  Remuneration of the Board of Directors and Executives paid in 2006

  Remuneration in Cash for 13 Board members was 15.02 million baht,
  included meeting per diem and bonus paid in 2006.

  Remuneration in cash for 6 members of the Company’s Executive
  Committee was 77.5 million baht, included salary and bonus.

  Other Remunerations provided to Member of EXCO include Contribution to
  Provident Fund for its executives was 1.21 million baht. and cars zz

  9.4 Corporate Governance

  The Company’s report on compliance status of SET’s good corporate
  governance guidelines is as follows:

  (a) Rights of shareholders

  The Company promotes and facilitates shareholders' access to
  information, attendance at meetings and casting of votes. Shareholders
  may, through written correspondence or via the Company website
  (www.siamcitycement.com), learn about subjects to be raised at the
  annual shareholders' meetings. Each meeting provides adequate time and
  opportunity for shareholders to ask questions and express their
  opinions freely.

  (b) Equal treatment of Shareholders

  To ensure that all shareholders are afforded equal treatment and
  provided equal documentation, the Company assigned Thailand Securities
  Depository Co., Ltd. to act as its registrar, distribute dividends and
  documents to shareholders on its behalf. It also encourages
  shareholders unable to attend shareholders’ meetings to exercise votes
  in their absence through appointing their representatives. If
  shareholders are unable to attend they may appoint the Chairman of the
  Board of Directors or the Chairman of the Audit Committee as their
  proxy-holder. In the last three years, on average about 78 per-cent of
  total shareholders have participated in shareholders’ meetings, either
  in person, or by proxy-holders. Aiming to give all shareholders equal
  rights when it comes to such decisions, the Company has always given
  shareholders advance notice of agenda items due to be raised at the
  meetings.

  --------------------------------- ------------ ------------- -----------
                                    2006         2005          2004

  AGM                               (%)          (%)           (%)

  Meeting attendance                                           

  In Person                         0.07         0.05          0.09

  Appointment of Representatives    78.80        79.20         76.31

  Total                             78.87        79.25         76.40
  --------------------------------- ------------ ------------- -----------

  In order to prevent and monitor potential insider trading, the Board
  had requested that board members and executives submit details of
  their shareholdings at every meeting of the Board of Directors.

  (c) Roles of Stakeholders

Since 2004, the Company has pursued a policy on corporate social
responsibility in which it intends to create ongoing relationships which
are acceptable to all and to establish mutual trust and a high quality
of life for the staff and their families - including communities in
which we operate. The aforementioned policy has taken the legal rights
of all interested parties into consideration. For example, the need to
respect high business standards and international human rights.
Regarding employment, it follows labour laws strictly and will not
employ children or young people under the compulsory education age. It
promotes diversity of personnel and offers equal opportunities to
employees. The Company considers needs of the community, encourages
staff to do volunteer community work. Environmental responsibility is
another Company policy. The Company emphasises the need for regular
monitoring and continual improvement of environmental performance. The
Company also places importance on Eco-efficiency and QSHE (Quality,
Safety, Health and Environment) management system into its business
process. The Company realises that stakeholders’ participation plays a
significant role in improving corporate performance. In 2006, the
Company prepared a report on sustainable development to report its
performance on environment and corporate social responsibility as well
as setting future objectives in these two fields. The report has been
sent to shareholders and has already been distributed to the public.
(Details of this report can be downloaded from the Company’s website).

  (d) Disclosing information and transparency

  The Company has set a policy on transparent communication. Both
  financial and non-financial information has been disclosed by the
  Company accurately, speedily and transparently in accordance with SET
  rules. For example, in 2006 there were 35 separate fillings made with
  the SET. The Company also provides additional access of this
  information on its website. This includes annual report, annual
  registration statement and other reports, made available both in Thai
  and English.

  The Company has established a unit responsible for investor relations
  under corporate communications function to provide information to
  shareholders, investment institutions public and the media. In 2006,
  more than 150 personal contacts were made with securities analysts and
  investors, in addition to regular corporate briefings which covered
  business performance for prospective investors, securities analysts
  and other interest groups.

Telephone : +66 2 797 7060

Facsimile : +66 2 663 1847

E-mail : staporn.phettongkam@sccc.co.th

  In 2006, the Company has also conducted more than 100 corporate social
  responsibility activities which received widespread media coverage in
  over 300 publications.

  Report of Board of Directors for financial statements has been
  displayed along with Report of Certified Public Accountant in
  Attachment 4. Basis for preparation of financial statements is in
  compliance with Thai accounting law, with income taxes and employee
  benefits are aligned with international accounting standards (IAS) No.
  12 and 19. Its presentation is also in compliance with regulations of
  the Department of Business Development, its governing authority. More
  details are stipulated in Note No. 2 of the Consolidated Financial
  Statements.

9.6 Personnel

Number of employees at end of 2006 and employee costs:

  ------------------------- -------------- ----------- ----------- -----------
                            Consolidated               The Company 
                                                       Only        

                            2006           2005        2006        2005

  Number of employees at    2,927          2,866       2,243       2,163
  end of year (persons)                                            

  Employee costs for the    1,719,706      1,544,367   1,446,076   1,257,475
  year (’000)                                                      
  ------------------------- -------------- ----------- ----------- -----------