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(1.1 ) Management Structure , The company have had director 3 groups as
follows

The Board of Directors

  Authority of the Board of Directors

From the company’s regulations, the authority of the Board of Directors
are to take responsible for the company’s business management, making
decision and to supervise the business within the scope and law, as well
as the company’s objective and regulations, except the following topics
that have to get approval from shareholders’ meeting.

  1. Anything that has been stated by law has to get the shareholders’
  conclusion.

2.  2. Conduction of any related items that meet the criteria of getting
    permission

from shareholders’ meeting

0.  The Executive Board of Directors

  Authority of the Executive board

To specify the company’s business management policy and direction, as
well as

to audit the company’s business result.

Audit Committee

  Authority of audit committee are as follow

1.  To review the Company’s financial reports for their accuracy and
    completeness.

2.  To review that the Company has effective and suitable internal
    controls and internal

audit systems, to determine an internal audit unit’s independence, as
well as to approve the appointment , transfer and dismissal of the chief
of an internal audit unit or any other unit in charge of an internal
audit.

3.  To review that the Company will perform in compliance with the law
    governing

Securities and the regulations of the Stock Exchange of Thailand and any
relevant laws concerning the Company’s business.

4.  To Consider, select , nominate and independent person to be the
    Company’s auditor

and propose such person’s remuneration , as well as to attend a
non-management meeting with an auditor as least once a year.

5.  To review the Connected Transactions, or the transactions that may
    lead to conflicts of

interests, to ensure that they are in compliance with the laws and
Exchange’s regulations, and are reasonable and for the highest benefit
of the Company.

6.  To prepare report and disclosure in the annual report of the
    company. Such a report

shall be signed by the chairman of the Audit Committee and consist of at
least the following information :

  - Opinions concerning the accuracy , completeness and reliability of
  the company’s

  financial reports.

  - Opinions on the sufficiency of the company’s internal control
  systems.

  - Opinions concerning the company’s performance in compliance with the
  law

  governing Securities and the regulations of the Stock Exchange of
  Thailand and

  any relevant laws concerning the company’s business.

  - Opinion on the suitability of an auditor.

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

  - The number of audit committee meeting, and the attendance of such
  meetings by

  each committee member.

  - Any other reports that the shareholders and general investors should
  know within

  the scope of the duties and responsibilities assigned by the Board of
  Directors.

7.  To perform any other functions as assigned by the Board of Directors
    with the consent of The Audit Committee.

1.2 The Board of Director name list 16 persons as follows

  -------------------------------------- --------------------------------
  1. Mr. Hiroyuki Nakano *               Director

  2. Mr. Apichart Leeissaranukul *       Director

  3. Mr. Masahiro Nakamura *             Director

  4. Mr. Koichi Nagano *                 Director

  5. Mr. Thanong Leeissaranukul *        Director

  6. Mrs. Pimjai Laochinda               Director

  7. Mrs. Pornthip Sethiwan              Director

  8. Mrs. Porndee Leeissaranukul         Director

  9. Mr. Katsumi Kondo                   Director

  10. Mr. Katsutoshi Iino                Director

  11. Mr. Fumio Morinaga                 Director

  12. Mr. Toru Tanabe                    Director

  13. Mr. Mitsuhiro Yoneya               Director

  14. Mr. Kiat Shinno                    Independent Director and
                                         Chairman Audit Committee

  15. Mr.Krisada Visavareeranon          Independent Director and Audit
                                         Committee

  16. Mr. Chokechai Tanpoonsinthana      Independent Director and Audit
                                         Committee and adequate expertise
                                         and experience to audit
                                         creditability of the financial
                                         reports
  -------------------------------------- --------------------------------

  Secretary : Mrs. Sudjai Srifuengfung

  * The authority of the directors and restriction on their power .

1.3 Criteria in the selection of independent directors

The Company’s setting definition of Independent Directors to be on a
level of the Capital Market Supervisory Board‘s definitions No. TorChor.
14/2552 No.16 details as follows:

1.  Hold not more than 1% of the voting shares in the company, its
    subsidiaries, associates, or related companies, major shareholder or
    person with controlling power over the company, whilst the number of
    shares held by any related person of such an independent director
    must also be counted.

2.  Have not been or are not involved in the management, employees, wage
    earners, advisors on the payroll of the company , its subsidiaries ,
    associates , or equivalent companies , major shareholder or person
    with controlling power over the company except when such
    qualifications have ended for more than two years, provided that
    such restriction or prohibition shall not apply to an independent
    director who has been a government authority , which is the major
    shareholder of the company or the person having controlling power
    over the company.

3.  Are not related by blood or registration as parents, spouses,
    siblings, or children, spouses of any of the children to members of
    the management, major shareholders, those exercising control, or
    those about to be nominated as members of the management or those
    exercising control over the company or subsidiaries.

4.  Do not have and have not any business relationship with the company,
    subsidiaries, associated companies, major shareholders or those
    exercising control over the company in the manner in which
    independent discretion might be affected, and not be and have not
    been a substantial shareholder of or a person having power to
    control the person that has business relationship with the company
    subsidiaries, associated companies, major shareholders or those
    exercising control over the company unless such an independent
    director has not been a person referred to above for at least two
    years.

  Bussiness referred to in the first paragraph above shall meant to
  include any ordinary course of business or trade for business
  engagement purpose , any lease taking or lease out of any property ,
  any transaction relating to asset or service , any financial support
  or acceptance of financial support by way of either borrowing ,
  lending , guaranteeing or collateral providing

  or any other manner similar thereto that could result to an obligation
  required to be performed by the applicant or the party thereto in an
  amount of three percent or more of the net tangible asset value of the
  applicant or twenty million baht or more, whichever is lesser. In
  light of this , the method for calculating the value of connected
  transaction pursuant to the Capital Market Supervising Committee’s
  Notification, Re: Regulations in respect of an Entering into a
  Connected Transaction shall be applied mutatis mutandis for the
  purpose of

  calculation of such amount of dept of the applicant, provided that the
  amount of the dept

  incurred during the past one year prior to the date on which such a
  business relationship with such a business relationships with such
  person exists:,

5.  Is not and has not been an auditor of the company, subsidiary,
    associated company, major shareholder or those with controlling
    power over the company and not be and have not been a substantial
    shareholder of , a person having power to control over , or a
    partner of any auditing firm or office in which the auditor of the
    auditor of the company , subsidiary , associated company , major
    shareholder or those with controlling power over the company unless
    such an independent director has not been a person referred to above
    for at least two years.

6.  Is not and has not been a professional advisor , including legal or
    financial advisor who obtains fee more than 2 million baht a year
    from the company , subsidiary , associated company , major
    shareholder or those with controlling power over the company and is
    not and have not been a substantial shareholder of , a person having
    controlling power over , or a partner of any of such professional
    service provider firm or office , unless such an independent
    director has not been a person referred to above for at least two
    years.

7.  Is not a director appointed as a representative of a director of the
    company , a representative of a major share holder of the company ,
    or a representative of a shareholder of the company which is a
    related person of the major shareholder of the company.

8.  Does not engage in any business with similar nature as that of the
    company and is competitive with the business of the company ,
    subsidiary or is not a substantial partner in a partnership , a
    director participating in any management role , an employee or
    officer , an advisor obtaining regular salary from , or a
    shareholder holding more than one percent of the voting shares of
    accompany engaging in any business with similar nature to the
    company or subsidiary.

9.  Does not have any characteristics which will inept the ability to
    provide independent comment or opinion on the operation of the
    company.

Process of recruiting independent directors

The appointment independent director not yet approve by nomination
committee because of not yet setting but the board of director
considered the qualification due to their knowledge and capability will
benefit to the company.

1.4 The Board of Director‘s meeting data

  1. Board of Director 16 persons No of Meeting 5 Times

+----------------------+------+-------------------------+-------------+
| Name                 | Quan | Name                    | Quantity    |
|                      | tity |                         |             |
+----------------------+------+-------------------------+-------------+
|   1. Mr. Hiroyuki    | 5    | 9. Mr. Katsumi Kondo ** | 2 (TV       |
|   Nakano             |      |                         | Conference) |
+----------------------+------+-------------------------+-------------+
|   2. Mr. Apichart    | 5    | 11. Mr. Katsutoshi Iino | 4 (TV       |
|   Leeissaranukul     |      | **                      | Conference  |
|                      |      |                         | 2)          |
+----------------------+------+-------------------------+-------------+
|   3. Mr. Masahiro    | 5    | 13. Mr. Toru Tanabe *   | 3 (TV       |
|   Nakamura           |      | **                      | Conference) |
+----------------------+------+-------------------------+-------------+
| 4. Mr.Koichi Nagano  | 4 *  | 12. Mr.Fumio Morinaga * | 3 (TV       |
|                      |      | **                      | Conference) |
+----------------------+------+-------------------------+-------------+
|   5. Mr. Thanong     | 5    | 13.Mr.Mitsuhiro         | 3 (TV       |
|   Leeissaranukul     |      | Yoneya * **             | Conference) |
+----------------------+------+-------------------------+-------------+
|   6. Mrs. Pimjai     | 4    | 14. Mr. Kiat Shinno     | 5           |
|   Laochinda          |      |                         |             |
+----------------------+------+-------------------------+-------------+
|   7. Mrs. Pornthip   | 5    | 15. Mr. Krisada         | 5           |
|   Sethiwan           |      | Visavateeranon          |             |
+----------------------+------+-------------------------+-------------+
|   8. Mrs. Porndee    | 5    | 16. Mr. Chockchai       | 5           |
|   Leeissaranukul     |      | Tanpoonsinthana         |             |
+----------------------+------+-------------------------+-------------+

Remark * New appointment director during the year

** Director worked at Japan.

  2. Audit Committee 3 persons No. of Meeting 10 Times

  ----------------------------------------------- -----------------------
  Name                                            Quantity

  1. Mr. Kiat Shinno                              10

  2. Mr. Krisada Visavateeranon                   10

  3. Mr. Chockchai Tanpoonsinthana                10
  ----------------------------------------------- -----------------------

3. The Executive Board 5 persons No of Meeting 50 Times

1.5 The Executive Board name list 7 persons as follows

  ------------------------- ---------------------------------------------
  1. Mr. Hiroyuki Nakano    President

  2. Mr. Apichart           Executive Vice President
  Leeissaranukul            

  3. Mr. Masahiro Nakamura  Executive Director

  4. Mr. Koichi Nagano      Director

  5. Mr. Yasuhiro Amano     Executive General Manager - Marketing
                            Division

  6. Mr. Nobuhiro Takahashi Executive General Manager - Die & Mold
                            Division

  7. Mr. Tomokazu Wakayama  Deputy Executive General Manager - Lighting
                            Equipment Division
  ------------------------- ---------------------------------------------

1.6 Business relationship of independent directors 1 Directors , Mr.Kiat
Shinno have had the relationship to business to trading raw material
that in normal business.

8.2 the selection of Director and management

The factors of appointing the company’s director is to let the
shareholders’ meeting elect the director from the shareholder or other
person who is nonshareholder, by the rule of 1 shareholder equal to 1
share per 1 vote, and the shareholder can not divide or share neither
more or less of his/her vote for director’s election to anyone.

The consideration for appointment directors not approve by nomination
committee because of not yet setting but the board of director
considered the qualification due to their knowledgeand capability will
benefit to the company. be a visionary le work morally and ethically
with an unblemished work record ,ader able to express opinions
independently of management or any group of stakeholders ,be able to
dedicate enough time to working as the Company's director , not be a
director or executive of any entity that has a conflict of interests
with the Company . The appointment to be director will be proceed belong
to the Board Charter . item Selection and appointment

8.3 Remuneration for the company’s management

1. Remuneration in cash

A. Remuneration for 19 persons of director at the total of 3.240 million
baht. Payable for monthly allowance and meeting allowance (only those
present at the meeting) , details as follows :

+--------------------+------------+-----------------------+------------+
| Name               | Re         | Name                  | Re         |
|                    | muneration |                       | muneration |
|                    | Director   |                       | Director   |
+--------------------+------------+-----------------------+------------+
|   1. Mr. Hiroyuki  | 205,000    | 11. Mr.Toru Tanabe    | 195,000    |
|   Nakano           | Baht       |                       | Baht       |
+--------------------+------------+-----------------------+------------+
|   2. Mr. Apichart  | 205,000    | 12. Mr. Fumio         | 150,000    |
|   Leeissaranukul   | Baht       | Morinaga **           | Baht       |
+--------------------+------------+-----------------------+------------+
|   3. Mr. Masahiro  | 205,000    | 13. Mr. Mitsuhiro     | 150,000    |
|   Nakamura         | Baht       | Yoneya **             | Baht       |
+--------------------+------------+-----------------------+------------+
|   4. Mr. Koichi    | 160,000    | 14. Mr. Kiat Shinno   | 205,000    |
|   Nagano **        | Baht       |                       | Baht       |
+--------------------+------------+-----------------------+------------+
|   5. Mr. Thanong   | 205,000    | 15. Mr. Krisada       | 205,000    |
|   Leeissaranukul   | Baht       | Visavateeranon        | Baht       |
+--------------------+------------+-----------------------+------------+
| 6. Mrs. Pimjai     | 200,000    | 16. Mr. Chockchai     | 205,000    |
| Laochinda          | Baht       | Tanpoonsinthana       | Baht       |
+--------------------+------------+-----------------------+------------+
|   7. Mrs. Pornthip | 205,000    | 17. Mr. Shigeo Suzuki | 50,000     |
|   Sethiwan         | Baht       | *                     | Baht       |
+--------------------+------------+-----------------------+------------+
|   8. Mrs. Porndee  | 205,000    | 18. Mr. Toshio Masuda | 50,000     |
|   Leeissaranukul   | Baht       | *                     | Baht       |
+--------------------+------------+-----------------------+------------+
| 9. Mr. Katsumi     | 190,000    | 19. Mr. Tadashi Kochi | 50,000     |
| Kondo              | Baht       | *                     | Baht       |
+--------------------+------------+-----------------------+------------+
| 10. Mr. Katsutoshi | 200,000    |                       |            |
| Iino               | Baht       |                       |            |
+--------------------+------------+-----------------------+------------+

Remark * Resign Director during the year

** New appointment director during the year

B. Remuneration for 9 persons of executive board and the management
board and the management at the total of 40.87 million baht, and has
been identified as monthly salary and bonus. (During year 2009
management resigned 2 person, now current management as 7 persons)

0.  C. Remuneration for 3 persons of audit committee member and chairman
    at the

total of 0.630 million baht.

+---------------------------+------------------------+----------------+
| Name                      | Type of Remuneration   | Amount         |
+---------------------------+------------------------+----------------+
|   1. Mr. Kiat Shinno      | Chairman Audit         | 290,000 Baht   |
|                           | Committee              |                |
+---------------------------+------------------------+----------------+
|   2. Mr. Krisada          | Audit Committee Member | 170,000 Baht   |
|   Visavateeranon          |                        |                |
+---------------------------+------------------------+----------------+
| 3. Mr. Chockchai          | Audit Committee Member | 170,000 Baht   |
| Tanpoonsinthana           |                        |                |
+---------------------------+------------------------+----------------+

2. Other Remuneration

-   none

  8.4 The Corporate Governance

The Board of Directors has truly committed to operate the business to
achieve the target goals effectively and transparently and secure the
confidence of shareholders, investors and all relevant parties. The
following are the Principles of Good Corporate Governance set out by the
Board of Directors.

1.  Provide ethical practices and a code of conduct for the members of
    the Board and Company employees to follow, observe compliance,
    review, improve and update as necessary.

2.  Designate the organizational structure, roles and responsibility for
    the members of the Board and executives precisely and properly.

3.  Provide for the Board of Directors to make self-performance
    appraisal.

4.  Develop, maintain and review the control systems, which include
    financial, operations, and performance control, in accordance with
    the law and code of conduct effectively, as well as conduct risk
    management and advance warning of dangers and anomalies.

5.  Disclose to shareholders and stakeholders accurate information,
    fairly, in full, transparently and in a timely manner.

6.  Provide reliable financial and audit reports, evaluate the adequacy
    of internal controls, risk management and follow-up efficiently.

7.  Make sure that shareholders and stakeholders’ right have been
    protected and treated fairly.

8.  Manage and resolve benefits conflicts to transparency and carefully.

9.  Provide environmental and social surveillance systems.

  In addition to the ethical practices set forth by the Board of
  Directors, the former version of the Good Governance Practices has
  been revised and published as handbook for members of the Board and
  Company employees to further study.

  In the past year, The Board of Director followed the principles of
  Good Corporate Governance; the essence of the operation has been
  divided into five parts as follows;

1.  Rights of Shareholders

  The Company has executed policy to maintain the basic rights of
  shareholders equally in accordance with the provisions of the law.
  Namely, shareholders have been entitled to negotiate and

  transfer their securities under their own procession independently.
  Additionally, shareholders can receive dividends, attend shareholder
  meetings, express their opinions freely in such meeting, and partake
  in making important decisions such as committee member election,
  significant transaction approval, and revise the Articles of
  Association, and so on.

  Additionally, the Board of Directors has undertaken to promote and
  facilitate the rights of shareholders as follows;

1.1 Right of Information Access

0.  The Company discloses to shareholders and stakeholders accurate
    information in full, transparently, and in a timely manner in
    accordance with the relevant provisions, and enters the

    information on the Company website as an alternative channel for
    shareholders to access the Company’s other necessary information
    such as the Company’s vision, the administrative policy, the
    executives, the role and responsibility of the Board of Directors,
    and financial information. All shareholders have access to adequate
    and necessary information about shareholder meetings, date and time
    and place of meeting, detailed agenda posted on the Company website
    fourteen days in advance.

1.2 Right to Attend and Vote

  The Company shall notify all shareholders of the meeting fourteen days
  in advance of the meeting date, and meeting data shall include the
  agenda and relevant documents completely and adequately. We provide
  these documents both Thai and English languages for facilitating to
  foreign shareholders.

  The meeting notice details the right of attendance and making a
  resolution, and other necessary documents. If any shareholder is
  unable to attend the meeting personally, the Company agrees that the
  shareholder can assign an independent committee or representative to
  attend the meeting by using the Power of Attorney Form enclosed, or
  otherwise downloading the Power of Attorney Form from the Company’s
  website.

  The Company provides shuttle transportation to shareholders for
  participation in meeting and provides receptionists to welcome and
  facilitate the convenience of shareholder attendees at least one hour
  prior to the start of the meeting. Shareholder voting cards are used
  for voting. In case of disputed votes, shareholders have right to
  verify the detailed information. In the shareholder meeting provides
  the following persons to participate

  - Executive Board Members and All audit committees

  - Accounting auditors shall attend to provide information in case of
  questions from shareholders

  - An outside lawyer acts as arbitrator to inspect votes in case of
  argument

  -The Company supplies a translator in the meeting to ensure clear
  understanding in

  interpretation between shareholders and members of the Board

  - Employee representative: Welfare Committee’s chairman

  1.3 Right of Independent Expression

  All shareholders have an equal right to express their opinions and
  submit questions properly for each agenda topic prior to the passing
  of a resolution. Shareholder meetings are attended by all members of
  the Board and top executives who are responsible to answer questions
  and enquires submitted by attendees.

1.4 Right of Remuneration Consideration

  In considering the remuneration committee proposals in the meeting of
  shareholders, data

shall be informed in detail to individual committees.

  1.5 Appointment of Director Consideration, The Company nominated
  directors and shareholders vote to elect director as individuals

  1.6 The right of shareholder to propose the 2009 Annual General
  Meeting agenda , to provide treatment to all shareholder fairly and
  equally , The Company has set rules and procedure provide Shareholders
  propose to the Board of Directors. Consider the agenda of the Annual
  General Meeting of Shareholders for the year 2552 and disclosed in
  advance to shareholders' rights. , Detailed rules and procedures as
  stated on the company website and report the information published via
  the Stock Exchange News and to shareholders in advance

  2. The Company values the equitable treatment of all shareholders

Whether major shareholders, minor shareholders, institutional investors,
or foreign shareholders.

The Company has proceeded as follows;

2.1 Every Shareholders has the right to vote according to the number of
holding shares, each

share has a voice vote

2.2 The Board of Directors has set guidelines for preventive measures
for internal

information usage as follows;

Neither members of the Board, nor executives, nor employees shall make
exploitation of

internal information.

  Employees involved in any department knowing internal information,
  executives, and members of the Board shall not negotiate the Company’s
  securities within the month prior to disclosure of a financial
  statement and public information, or within 24 hours after disclosure
  of a financial statement and public information, as prescribed in the
  Code of Conduct. The Board of Directors, executives and the Accounting
  Manager shall report the number of the existing shares at the time of
  any meeting.

  2.3 For a shareholder’s meeting, the Power of Attorney Form provided
  by the Ministry of Commerce shall be enclosed together with the
  meeting notice.

  2.4 The Company allows shareholder attendees to vote in duration of
  hearing, but remains not making a resolution yet. It is considered a
  quorum according to the meeting and voting agenda, unless otherwise
  expressed by shareholders

  2.5 When convening a meeting, in addition to the Thailand Securities
  Depository Co., Ltd. (TSD) serving as stock registrar for the Company
  and delivering the meeting notice fourteen days in advance of the
  meeting date, the Company will advertise the meeting notice through
  mass media channels and daily newspapers (both Thai and English
  versions) for not less than 3 sequential days and not less than seven
  days prior to the meeting date.

  2.6 The Company maintains minutes of shareholder meetings and has it
  posted details on the Company website so that shareholders who missed
  the meeting can study detailed information about the meeting
  equitably.

  2.7 All shareholders have the right to vote pursuant to the number of
  shares they hold. One share equals to one vote.

0.  3. Role of Stakeholders

The Company acknowledges the rights of all concerned stakeholders, the
Company’s

customers, vendor’s customers, Company employees, shareholders,
government sector agencies,

other relevant parties, and the community, according to the law relevant
to rights protection and

fair treatment.

Customers

As the Company’s products have been distributed mainly to automobile
manufacturers,

customers herein shall mean those buying the Company’s products and end
users.

The customer-related policy has been set forth by the Company as
follows;

Administration: The customer’s satisfaction comes first. The Company has
made every

effort to improve all departments whether for quality, cost, logistics,
development, safety, or

human relations through the implementation of
planning-practice-inspection cycles.

Quality: The Company strives to achieve the quality standards in
accordance with international

standards, and ensures delivery that meets the customers’ satisfaction
and trust.

Also, the Company provides a division responsible for product guarantee,
giving advice and

information about products, receiving customer complaints to ensure that
customer satisfaction

in the Company’s products and service has been achieved.

In year 2009 The Company have award from customer as follows:

In December 2009 Best Dilivery Award form Siam Kubota Co.,Ltd

In January 2010 Quality Award form Mitsubishi Mortor (Thailand) Co.,Ltd.

In February 2010 Quality Award form Thai Yamaha Motor Co.,Ltd.

In March 2010 Quality Award from Honda Group and Thai Suzuki Motor
Co.,Ltd.

Vendor’s Customers

Vendor customer refers to business traders. The Company complies with
the agreement and

contract made with traders strictly and embraces the business practices
honestly under the law,

relevant regulations and rules.

  Additionally, the Company provides meeting activity with vendors to
  inform them of the Company’s information and news, including hearing
  their opinion. For example, in case of bank or loan creditor, the
  Company will invite them, along with security analysts to attend the
  meeting, and inform them of the Company’s quarterly operating results.
  Or in case of vendor customers, the Company’s Purchase Dept. will hold
  a supplier meeting. Or in case of a constructor, the Company will hold
  a separate meeting for safety and bio-hygiene staff, and maintenance
  technicians, etc.

  In 2009 the company organized a project to develop the sales of raw
  materials to manufacture quality. Time deliveries are competitive. To
  leading of material quality. No cost is too high and divided into the
  following two events.

  1. Supplier SNAP.
  Companies expand activities to improve the production and sales staff
  from agencies SNAP (Stanley New Approach Productivities) and
  purchasing the company. Access to knowledge and improve the production
  activities at vendor companies from time to time during six months in
  the past year with four participating supplier companies, and this
  activity will continue in the next several years with
  2. Supplier Improvement Project.
  Company selected the seller of six cases and to assist in finding the
  problem and advise the most appropriate management. And effective

Company Employees

  The Company is aware that growth is a consequence of the cooperation
  of Company employees, who are considered an important human resource.
  The Company has established a policy to regulate employee safety,
  welfare, and benefits as follows;

1.  The Company has made every effort to comply with the Thai Labor Law
    and provisions of the labor law and other relevant laws.

2.  The Company makes every effort to improve employees’ quality of
    living, the workplace environment and welfare provision, and
    provides continuous development.

3.  The Company reviews the efficiency of Company policies, regulations,
    and performance results, adequately and properly. Regarding safety
    and bio-hygiene practices, the Company has set up a

4.  surveillance division, and established TOP GUN teamwork for training
    in various specialties in case urgent assistance is required not
    only within the Company, but also to cooperate with the local
    community for any emergency. In 2009, Thai Stanley has received the
    outstanding awards according the following:

  May 2009

-   The Best Performance of Safety, Occupational Health and workplace
    Environment Award from the Ministry of Labour for the fifth
    consecutive year

In year 2009 the company received award to related with employee care as
follows

-   Received the certificate for Best Employer of Pathumthani

-   Received the Best Employer of Occupational Health and workplace
    Environment

-   Received the National Zero Accident from Ministry of Labour for the
    fouth year in a row

-   An Outstanding Establishment for Labour Relation and Welfare Award
    2009 from Ministry of Labour for the third year in a row

Shareholders

  The Company has the policy to maintain the rights of shareholders
  equitably under the law. Not less than 30 percent of net profit shall
  be paid as a dividend to shareholders. Allow shareholders to visit the
  Company after attending a meeting.

Community and Society

  Being aware of the importance of society and the community, the
  Company has values stated in the Company’s vision as “Love Nature and
  Mankind, Create Positive Feeling, Humane, and Environmental
  Preservation”.

  The Company has developed a social assistance project for public use
  on behalf of the Stanley Foundation of Thailand. The following is a
  summary of major activities carried out continually by the Company
  (recorded in the annual report)

1.  Grant scholarships to students in different schools in Pathumthanee,
    which included as follows;

    1.  Annual scholarships in 2009 amounted to 1,130,000 Baht granted
        to 1,248 students over 33 different schools.

    2.  Long-term continuous scholarship for educational tuition,
        tuition fee, textbook expenses, uniform expenses, and monthly
        allowance contributed to students from Mathayom 1 to university
        level. It has been carried out for an 8-year period now and
        currently includes 22students (6 students which study in
        university education and it is expected that the number of
        scholarship students will increase every year). Scholarships
        awarded to students in 2009 valued at 1,124,199 Baht.

2.  Educational support - provides school libraries with textbooks and
    educational materials every year. Educational support in 2009
    amounted to 869,560 Baht

3.  Science, technology, and innovation support – carrying out a contest
    for science projects at different levels in both primary schools and
    high schools, conduct a Technology Promotion Association Robot
    Contest for National Champion, which has been conducted continually
    every year. In 2009, the Company contribution to such projects
    amounted to 257,000 Baht.

4.  Nurturing environmental consciousness for such activities as forest
    planting and fish release that is carried out every year. In
    addition, the Company has subscribed membership for environmental
    magazines to 16 schools in Pathumthanee, aiming at providing the
    youth with knowledge and information about the environment.

The Company has carried out a social and environmental policy certified
with ISO 14001: 2004, and emphasizes social and community activities
regularly, and complies strictly with the law and regulations.

The Company has also formulated the policy on surveillance rights and
regulations of stakeholders, which is contained in the Principles of
Good Governance and the Code of Conduct to inform all members of the
Board and employees of the compliance requirements that the Company
expects.

The Company has invited all stakeholders of the opportunity to
communicate with

the Company through the channel of the Company website.

5.  Disclosure and Transparency

  The Company and the Board of Directors have emphasized the management
  and operation in accordance with the Principles of Corporate Good
  Governance, and they are aware of the significance of accurate and
  timely information disclosure within the requirements provided by
  departments, so the Company has set forth the policy and practice for
  disclosure as follows;

Information Dissemination

-   Dissemination shall be conducted in accordance with the disclosure
    policy and under the provision of the law, rules and related
    regulations.

-   Dissemination shall be conducted in a precise, accurate, transparent
    and reliable manner so that stakeholders can understand simply and
    speedily.

-   Dissemination shall be carried out equitably to all parties in a
    fair and non-discriminatory basis within the framework provided and
    to avoid any conflict of interest.

-   Ensuring that dissemination must not affect the customer and Company
    relationship or violate the secret information of a customer,
    shareholders and other stakeholders.

-   Internal communication must be kept confidential within the
    Company’s regulations and rules as stated in the Code of Conduct.

Communication

The Chairman, the Chief of Executive Officials, and the Vice-chairman
have been empowered to inform about important information relating to
the Company, and empowered to assign the executives of each department
to provide the information relevant to their department to a business
unit or concerned person regarding investor relations.

The customers, shareholders, investors or interested people can access
the Company profile or contact the Company for additional information
through the company website (http://www.thaistanley.com). In addition,
the Company has assigned staff with responsibility for investor
relations in respect of handling enquiries and providing general
information, and serving as a center of cooperation with personnel and
related persons directly in giving answers or handling enquires, and
supervising the financial report process and other information
technology matters through the Investor Relation Dept., at telephone
number 02 581 5462 (Ext 164) or email: info@stanley.co.th

Communication Form and Standard

The Company informs shareholders, investors and the general public about
the operating results periodically and continually, including other
information through the Stock Exchange of Thailand and the Company’s
website.

The Company conducts meetings for analysts on a quarterly basis and
discloses information presented in such meetings on the Company’s
website. The Company has no the policy to meet in person with analysts,
fund managers or those who are interested in investment.

Other information about the Company has been posted on the Company’s
website (http://www.thaistanley.com) This year, the company improve the
format of its website so user friendly with additional information
regarding various ,the summary on the Investor Relation page following
topics;

- Company Vision, Management Policy, Code of Conduct

  - Disclosure policy includes information provided through the
  communication channel with the

  giving company of the authorized company, communication pattern and
  public disclosure.

- Financial information includes financial statements, ratio, and
dividend payment ratio.

  - Company profile – business type and Board of Directors.

- Shareholder meeting information includes meeting notice and meeting
report with attached

picture and video.

  - Annual report and other reports lodged with the Stock Exchange of
  Thailand, and the

  Securities and Stocks Commission.

  - Contact Page and News

6.  Board Responsibilities

  Board of Directors

The Board of Directors is composed of experienced, skilled and competent
persons applicable to the Company’s organizational structure.

The members of the Board of Directors manage as at 31 March 2010 are 16
committees as follows;

1.  Executive Director – Managing five authorized committees concerned
    with administrative routine, accounting for 37% of all committees.

2.  Non-Executive Directors – Managing 11 independent and external
    committees, accounting for 69% of all committees. Of these eleven
    committees, three committees are independent and external
    committees. This ration is not 1 in 3 of the whole as on the
    Commission and the Securities Exchange Act. (No.4) 2008 and in June
    2010 the company held meeting and appointed director replacement
    director who resigned and the ration of director as in June 2010 as
    follows:

1.  Executive Director – Managing five authorized committees concerned
    with administrative routine, accounting for 37% of all committees.

2.  Non-Executive Directors – Managing 9 independent and external
    committees, accounting for 64.3% of all committees. Of these eleven
    committees, three committees are independent and external
    committees.

All members of the Board are experienced, skilled and qualified
personnel that are necessary to the Company’s operation and each
committee member is responsible for their own duty.

Independent Directors qualify as on Office of the Securities Exchange
Commission

Integration or separation position

The Chairman has the ultimate power and authority as policy leader to
set forth the Company’s vision, and regulate the top executives’
performance. The Chairman must not be the same person as the Chief
Executive. This is to separate the present role and responsibility
clearly. The Company chairman is appointed for life and no appointment
has been made yet. Thus, it is considered that all members of the Board
shall take accountability cooperatively.

Term of the assignment Committee

Company Committee has assigned for 3 year after the end of the
assignment, Committees may be considered to be elected to another
position by the shareholders meeting.

Committee and Executive Remuneration

An appropriate consideration of the remuneration committee shall be
contemplated by the Company by comparing with that paid by the Stock
Exchange of Thailand at the comparable level of companies or industries,
and this shall be presented in the shareholder’s meeting for approval.
Also, an appropriate consideration of the executive’s remuneration shall
be based on an individual’s responsibility and performance. The
remuneration for committees and executives has been informed in the
Additional Disclosure Report (Form 56-1)

Committee and Executive Development

The Company has orientation to new committees. The documentation and
necessary information about the company profile, role and
responsibility, procedures and related regulations undertaken by the
Company Secretary have been informed in detail in the meeting, including
answering the questions and enquires from the committees.

The company has promoted the training for administrators at all levels
by providing training invarious Related to employees, including regular
training within the company, sent to training outside and sent to
training abroad , in the past year, the company has established a new
personnel management system to prepare the organization to adapt and us
as management tool to created momentum that will enable adminstratiors
and employees can develop their own knowledge and have to knowledge and
Love progress. So companies have established a training plan in
accordance with the new system is.
- The command-level training to practice giving feedback to
subordinates, to develop themselves continuously.
- Training evaluation of a new work focusing on ability and performance
as well as evaluation

of performance. It also has additional training for administrators of
110 persons working to promote moral and under the management of ethics
for Thorn Governance.

Sub-committees

The Company has set up a set of sub-committees 2 groups as audit
committees including

1.  Audit Committees

Includes a total of 3 independent committees. One of the three
independent committees must possess work experience in accounting or
finance for which the duty and responsibility has been defined clearly
to proceed with reviewing the operation in accordance with the
corporation policy and the Articles of Association, the law, regulations
and rules provided by the individual business units. In addition, the
audit committees are responsible for giving guidance relevant to
accounting and financial reporting systems, reviewing the Company’s
operations to make sure that the Company has internal controls and
conducts risk management properly. An internal audit is reported
directly to the Board, by consulting and listening to the auditor’s
opinion quarterly. Additionally, the audit committees are independent
and may ask an external consultant for advice at the Company’s expense.
In 2009, the meeting of audit committees has been conducted 10 times,
and internal control staff, accounting auditors, and executive
representatives have joined each meeting. Audit committee meetings shall
be held at least once quarterly and other extraordinary meetings may be
conducted as deemed necessary and the executives and concerned persons
may be invited in join the meeting and make enquires thereto.

  2. Management Committees

Includes 4 committees and 3 executive, Power, duty and responsibility
set the policy and management of the company also audit the operation
reports. Executive Committee meeting about 4 times per month and
additional meeting may be necessary and able to invite the managerial
and concerned person to ask the details directly.

Committee Meeting

A committee meeting shall be held at least once quarterly, and each
committee member is responsible for attending a meeting, and other
extraordinary meetings may be conducted as deemed necessary. In making a
resolution, the stakeholder committees shall have no right to vote
thereon. Meeting procedures and process have been specified in the
Articles of Association and by the Board of Directors.

The meeting schedule of the Board of Directors is arranged one year
ahead. This includes the crucial meeting agenda and adequate session
meetings. All committees are requires to attend the meeting in unison.
The meeting notice in both Thai and English version shall be delivered
to the committees twenty-one days in advance. A video conference link
shall be implemented so that committee members who are abroad and
unavailable will not miss the meeting.

In a meeting of the Board of Directors, the Chairman and CEO shall
generally designate the meeting agenda cooperatively and consider the
attendance by advising each committee of the opportunity to propose
topics for consideration in the meeting. As the chairman has not been
appointed yet, the CEO and Secretary therefore shall designate the
meeting agenda together.

The Secretary shall be responsible for supervising the affairs of the
Board in compliance with the law and related regulations, including
preparing a Board of Directors meeting report and other related reports
in both Thai and English versions.

There were 6 meetings of the Board of Directors conducted in 2009, which
included five pre-determined meetings and one extraordinary meeting. At
each meeting, the Company delivered to all members of the Board the
meeting documents and agenda in advance so that they had enough time in
examination thereof.

Role and Responsibility of the Board of Directors

The Company has set forth the role and responsibilities of the Board of
Directors definitely in the Articles of Association. The members of the
Board are responsible for the following areas; strategy, governance
practices, human resource management, financial reporting, and
disclosure and communication.

  1.Strategy and Policy

  The Board of Directors is considered as the administrative leader in
  designating the Company’s

vision, governance practices for top executives, reviewing and giving
appropriate advice for crucial policies, financial objectives, planning,
budgets and compliance.

  2. Governance Practices

  The Board of Directors has formulated the corporate governance
  practice in writing, and

developed the Code of Conduct as good performance guidelines and
informed employees in the form of a handbook. The information is
publicized by intranet communication, and described in detail in the
newcomer orientation.

  3. Control Systems and Internal Audit

  The Company has a separate internal audit team whose duty and
  responsibility has been clearly

specified, reporting directly to the CEO and Audit Committee.

  The Internal Control Dept. shall develop the annual audit plan
  covering different business units,

which have been reviewed and approved by the Audit Committee. Reporting
and follow-up are carried out periodically by the Management and
reported to the Audit Committee on a quarterly basis.

The Audit Committee shall review internal control in respect of
appropriateness and adequateness, and then report to the Board of
Directors.

  4. Surveillance of Stakeholder Rights

  The Board of Directors is responsible for considering any transaction
  that might cause a

possible conflict of interest, or inter-related transactions, properly
through the refinement process of the Audit Committees.

  Regulating the appropriate disclosure of a transaction that might have
  a conflict of interest

accurately and completely. Namely, for any transaction that might cause
a conflict of interest, the concerned persons shall have no right to
vote or approve the transaction.

  In past year the Company had no inter-related transactions or
  transactions with a conflict of

interest. This is because such transactions have been inspected by and
submitted to the Board of Directors.

  5. Risk Management

  The Board of Directors has delegated the executives and employees in
  departments to regulate

risk and engage in developing the Company’s risk management process and
report to the Risk Management Committee. The Company also pays attention
to the advance warning and anomaly report. In addition, the Company has
assigned the Internal Control Office to review the risk management
process and report to the Audit Committee for review and further report
to the Board of Directors.

  In 2009, there were no incidents causing a significant risk. The
  extent of risk remains normal

pertaining to currency exchange rates, for which preventive measures
have been expressed in the Additional Disclosure Report (Form 56-1)

  6. Performance Appraisal for the Board of Directors

  To improve the performance of the Board of Directors, the Company
  provides for performance

appraisal for the Board of Directors, in which role and responsibility
of the Board of Directors is included. The performance appraisal for the
Board of Directors for the end of the accounting cycle on

31 March, 2010 was conducted in May 2010, and the performance appraisal
was evaluated as satisfactory. However, there remains something to be
improved to meet the Good Corporate Governance effectively.

7.  Reporting

The Audit Committees reviews the financial report and submits it to the
Board of Directors on a quarterly basis. The Board is responsible for
reporting financial information and other necessary data to shareholders
in an accurate, complete and transparent manner. This may include
detailed exposition, figures, future trends, disclosure of important
information, operating results and crucial events in the year.

The company’s annual report is reviewed by the Audit Committee and
Accountant prior to submission to the Board of Directors and publicized
to the public. The Board of Directors is responsible for having the
corporate governance policy and implementation reported in the Company’s
annual report.

8.5 Internal information controlling

The Company published the Code of Conduct to Directors and Employees to
take the way of implement a good appropriate which covers the use of
inside information that non-profit for themselves and others. Based on
inside information of the company and set the time to employees and
directors not to trade the company’s assets within 1 month before the
financial statements are disclosed or general corporate information to
publish and within 24 hours after disclosure of financial statement and
general corporate information

The Directors and Executives will report to the Secretary trading
company and report to the Board Meeting every time.

  since February 2010, the company announced the information system
  security policy. To

control the company‘s information that cover on customer information,
personal information and communications equipment, the system
implemented, communications and create a business continuity. This
policy will ensure the system can control the company‘s information.

6.  Personnel

Total employees as at March 31^(st) , 2010 were 2,548 persons , details
as follows :,

  ----------------- ----------------- ----------------- -----------------
  Division          Male              Female            Total

  Administration    54                55                109

  Marketing         19                19                38

  Production        1,304             1,067             2,371

  Japaneses         30                -                 30

  Total             1,407             1,141             2,548
  ----------------- ----------------- ----------------- -----------------

Employee ‘s remuneration in year 2009 were 831.83 million baht as salary
, bonus , provident fund and other welfare.

Policy of personel ‘s development

The company focuses on employee development. The employee is considered
an important and valuable resource. Growth of Caused by the part of
employees.

In 2009 the Company has developed a system of personnel administration
under a system which covers STARS PLAN. Hierarchical system based
location system work flow , evaluation system, wage system and build
capacity. Which was created under the operating philosophy is to realize
fairness accept and appropriate. To ensure the organization focuses its
personnel to seek knowledge and love of progress. This will encourage
employees to bring out the potential for pushing reform management
system. As well as to expand the focus to the reform organization. And
make creative and challenging

That many years ago. The Company does not have any conflict or dispute
with employees and the company was awarded the Outstanding Labor and
Welfare Labor 3 years continuously since 2007 – 2008 certification
system and standard of Thai workers. (Mrt. 8001-2546) complete level
from the Ministry of Labor.