8. Management

8.1 Management Structure

(1) Director Structure , The company has 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. Conduction of any related items that meet the criteria of getting
permission from shareholders’ meeting.

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

Authorities 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.

(2) The Board of Director name list 12 persons as follows

+------------------------------+---------------------------------------+
| 1. Mr. Hiroyuki Nakano *     | Director                              |
+------------------------------+---------------------------------------+
| 2. Mr. Apichart              | Director                              |
| Leeissaranukul *             |                                       |
+------------------------------+---------------------------------------+
| 3. Mr. Koichi Nagano *       | Director                              |
+------------------------------+---------------------------------------+
| 4. Mr. Thanong               | Director                              |
| Leeissaranukul *             |                                       |
+------------------------------+---------------------------------------+
| 5. Mrs. Pimjai Laochinda     | Director                              |
+------------------------------+---------------------------------------+
| 6. Mrs. Pornthip Sethiwan    | Director                              |
+------------------------------+---------------------------------------+
| 7. Mr. Katsumi Kondo         | Director                              |
+------------------------------+---------------------------------------+
| 8. Mr. Toru Tanabe           | Director                              |
+------------------------------+---------------------------------------+
| 9. Mr.Krisada Visavareeranon | Independent Director and Chairman     |
|                              | Audit Committee                       |
+------------------------------+---------------------------------------+
| 10. Mr. Chokechai            | Independent Director and Audit        |
| Tanpoonsinthana              | Committee and adequate expertise and  |
|                              | experience to audit creditability of  |
|                              | the financial reports                 |
+------------------------------+---------------------------------------+
| 11. Mr. Suchart Phisitvanich | Independent Director and Audit        |
|                              | Committee                             |
+------------------------------+---------------------------------------+
| 12. Mr. Picharn Sukparangsee | Independent Director                  |
+------------------------------+---------------------------------------+
|   Remark * Authorized        |                                       |
|   directors                  |                                       |
+------------------------------+---------------------------------------+

Company Secretary Ms.Sudjai Srifuengfung

(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.

Business 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 debt of the applicant, provided
that the amount of the debt 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.

(4) The Board of Director‘s meeting data

1. Board of Director 12 persons No of Meeting 5 Times

+---------------------+----------+-----------------------+------------+
| Name                | Quantity | Name                  | Quantity   |
+---------------------+----------+-----------------------+------------+
|   1. Mr. Hiroyuki   | 5        | 7. Mr. Katsumi Kondo  | 2 (TV      |
|   Nakano            |          | **                    | C          |
|                     |          |                       | onference) |
+---------------------+----------+-----------------------+------------+
|   2. Mr. Apichart   | 4        | 8. Mr. Toru Tanabe ** | 2 (TV      |
|   Leeissaranukul    |          | *                     | C          |
|                     |          |                       | onference) |
+---------------------+----------+-----------------------+------------+
| 3. Mr.Koichi Nagano | 4        | 9. Mr. Krisada        | 5          |
|                     |          | Visavateeranon        |            |
+---------------------+----------+-----------------------+------------+
|   4. Mr. Thanong    | 4        | 10. Mr. Chockchai     | 5          |
|   Leeissaranukul    |          | Tanpoonsinthana       |            |
+---------------------+----------+-----------------------+------------+
|   5. Mrs. Pimjai    | 5        | 11. Mr. Suchart       | 5          |
|   Laochinda         |          | Phisitvanich *        |            |
+---------------------+----------+-----------------------+------------+
|   6. Mrs. Pornthip  | 5        | 12. Mr. Picharn       | 5          |
|   Sethiwan          |          | Sukparangsee *        |            |
+---------------------+----------+-----------------------+------------+

  Remark ** Director worked at Japan.

* * * Director worked at Japan and appointment during the year

2. Audit Committee 3 persons No of Meeting 8 Times

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

  1. Mr. Krisada Visavateeranon                8

  2. Mr. Chockchai Tanpoonsinthana             8

  3. Mr. Suchart Phisitvanich                  8
  -------------------------------------------- --------------------------

3. The Executive Board 7 persons No of Meeting 52 Times

(5) The Executive Board name list 7 persons as follows

+----------------------------+-----------------------------------------+
| 1. Mr. Hiroyuki Nakano     | President                               |
+----------------------------+-----------------------------------------+
| 2. Mr. Apichart            | Executive Vice President                |
| Leeissaranukul             |                                         |
+----------------------------+-----------------------------------------+
| 3. Mr. Koichi Nagano       | Director and Executive General Manager  |
|                            |                                         |
|                            | Lighting Equipment Division             |
+----------------------------+-----------------------------------------+
| 4. Mr. Masashi Ishii *     | Executive General Manager - Marketing   |
|                            | Division                                |
+----------------------------+-----------------------------------------+
| 5. Mr. Nobuhiro Takahashi  | Executive General Manager - Die & Mold  |
|                            | Division                                |
+----------------------------+-----------------------------------------+
| 6. Mr. Shigehiro Kobayashi | Executive General Manager - R&D Center  |
+----------------------------+-----------------------------------------+
| 7. Mr. Katsumi Sumiya      | Deputy Executive General Manager        |
|                            |                                         |
|                            | Lighting Equipment Division             |
+----------------------------+-----------------------------------------+

  Remark * New executive

(6) Business relationship of independent directors - Have , 1. The
company paid for law service to Siam City Law Offices that Mr.Picharn
Sukparangsree be director in amount 0.64 million baht and 2. Paid for
Japanese Study Couse for company employee to Wazeda Education (Thailand)
Co.,Ltd. That Mr. Krisada Visavateeranon be director and these
transaction are not over than the company ‘s definition .

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 no shareholder, 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 selection not approve by Nomination Committee because of not yet
setting but the Board of Director considered the qualification due to
their knowledge , experience and expertise material to the Company’s
business , be a visionary leader able to express opinions independently
of management or any group of stakeholders , work morally and ethically
with an unblemished work record and be able to dedicate enough time to
working as the Company’s director and not be a director or executive of
any entity that has a conflict of interest with the company that belong
to The Board’s Charter in item Selection and Appointment.

8.3 Remuneration for the company’s management

1. Remuneration in cash

A. Remuneration for 13 persons of director at the total of 2,500,000
baht. Payable for monthly allowance and meeting allowance (only those
present at the meeting) , details as follows

+----------------------+---------+-------------------------+----------+
| Name                 | D       | Name                    | Director |
|                      | irector |                         | Fee      |
|                      | Fee     |                         |          |
+----------------------+---------+-------------------------+----------+
|   1. Mr. Hiroyuki    | 205,000 | 8.Mr.Toru Tanabe *      | 145,000  |
|   Nakano             |         |                         |          |
+----------------------+---------+-------------------------+----------+
|   2. Mr. Apichart    | 200,000 | 9. Mr. Krisada          | 205,000  |
|   Leeissaranukul     |         | Visavateeranon          |          |
+----------------------+---------+-------------------------+----------+
| 3. Mr. Koichi Nagano | 200,000 | 10. Mr. Chockchai       | 205,000  |
|                      |         | Tanpoonsinthana         |          |
+----------------------+---------+-------------------------+----------+
|   4. Mr. Thanong     | 200,000 | 11. Mr. Suchart         | 205,000  |
|   Leeissaranukul     |         | Phisitvanich            |          |
+----------------------+---------+-------------------------+----------+
|   5. Mrs. Pimjai     | 205,000 | 12. Mr. Picharn         | 205,000  |
|   Laochinda          |         | Sukparangsee            |          |
+----------------------+---------+-------------------------+----------+
|   6. Mrs. Pornthip   | 205,000 | 13. Mr. Katsutoshi Iino | 130,000  |
|   Sethiwan           |         | **                      |          |
+----------------------+---------+-------------------------+----------+
| 7. Mr. Katsumi Kondo | 190,000 |                         |          |
+----------------------+---------+-------------------------+----------+

Remark * Director appointment during the year * * Director resigned
during the year

B. Remuneration for 7 persons of executive board and the management
board and the management at the total of 54.36 million baht, and has
been identified as monthly salary and bonus.

C. Remuneration for 3 persons of audit committee member and chairman at
the total of 600,000 baht.

+-------------------------+-------------------------+------------------+
| Name                    | Type of Remuneration    | Amount           |
+-------------------------+-------------------------+------------------+
|   1. Mr. Krisada        | Chairman Audit          | 280,000 Baht     |
|   Visavateeranon        | Committee               |                  |
+-------------------------+-------------------------+------------------+
|   2. Mr. Chockchai      | Audit Committee Member  | 160,000 Baht     |
|   Tanpoonsinthana       |                         |                  |
+-------------------------+-------------------------+------------------+
| 3. Mr. Suchart          | Audit Committee Member  | 160,000 Baht     |
| Phisitvanich            |                         |                  |
+-------------------------+-------------------------+------------------+

2. Other Remuneration

-   none

  8.4 The Corporate Governance

The Board of Directors aims to efficiently operate the business in order
to attain goals with transparency and build reliability for
shareholders, investors, and all relevant parties. The board has
developed the corporate governance policy with details as follows:

1.  Develop Business Ethics or Ethics and Code of Conduct for the board
    and employees to

comply with, ensure the compliance, together with review and update it.

2. Define structure, role and responsibility of the board and the
executive clearly and appropriately

3. Require the board conduct performance self-evaluation

  4. Create, maintain, and review the control system in respect with
  finance and operation,

ensure the operational effectiveness and compliance with law and ethics,
and manage risks by paying attention to red flag warning and unusual
transaction.

  5. Ensure that disclosure information is accurate, complete, in time,
  and in equitable manner

for shareholders and stakeholders.

  6. Develop reliable financial reporting procedure and inspection
  process, and assess the

sufficiency of internal control, risk management, and effective
monitoring system

7. Assure that the rights of shareholders and stakeholders are protected
and treated in an equitable manner.

8. Resolve the conflict of interest with discretion and transparency

9. Develop environmental and social care system

  The board has developed the company vision and code of conduct for the
  board members

and employees as a best practice in order to maintain the dignity and
values of the company and to prevent potential loss due to the
misbehavior of internal people. It is published in the form of booklet
providing to the board members, executives employees to be aware and
adhere to. The content of company vision and code of conduct are put
into orientation course for new board member, executive, and employee.
The details are also disclosed on the company’s website
(www.thaistanley.com) as well.

  The committee has complied with the corporate governance policy; the
  summary of those

sections are as follows:

  1. Rights of Shareholders

The company is committed to ensuring that the basic right of the
shareholders is protected and treated in an equal manner as regulated by
law. The company gives the right to shareholders to independently buy,
sell, or transfer the securities that they are holding. The shareholders
are eligible to receive dividend, participate in the shareholder
meeting, freely express opinion in the meeting, and can take part in
making key decision such as board election, key business transaction
approval, and key company letters amendment. In addition, the company
promotes the right of shareholders and facilitates as follows:

1.1 The right to receive important and necessary information

  Make sure that the disclosed information is accurate, complete,
  transparent, and in timely to

shareholders and stakeholders as required by related regulations. Such
information will also be posted on the website as another information
channel for shareholders, including other key information such as
investment structure, shareholders, management policy, members of the
board of directors and so on, as well as other financial information and
the information disseminated to the public so that the shareholders and
the stakeholders will receive the same information.

  Individual shareholder shall be provided with necessary and adequate
  information about the

Shareholders’ meeting which includes the date, time, venue, and agenda,
together with supplementary details for each agenda in advance. The
company posts such information on the company’s website 1 month before
distributing the documents.

  1.2 The right to participate in the shareholder meeting and the right
  to vote

  The Invitation Letter

  The company shall send the invitation letter to the shareholders at
  least 14 days in advance

of the shareholder meeting. The letter shall include complete and
adequate details of the meeting, agenda, together with supplementary
documents which will be both Thai and English language for foreign
shareholders.

  Details about the right to participate and vote, what documents needed
  to bring along will be

advised. In case of being unable to attend in person, that shareholder
can appoint any independent director or any person to be a proxy for him
by presenting any proxy form which the company attached together with
the invitation letter. The proxy form can be downloaded from the
company’s website.

Facility

  The company will arrange commuting transportation as facilitation for
  shareholders.

Staffs to welcome and provide service to participating shareholders will
be standby 2 hours in advance.

  For institutional shareholders facilitate to checking number of
  shareholding and a name list

of the various funds in advance.

  For voting process, poll cards will be collected in case of disagree
  vote in order to use for

processing the data of each agenda. Investigation can be done upon
request from shareholders.

  The following persons are required to attend the shareholders’
  meeting:

-   Every member of executive directors and audit committee

-   Auditors to provide information in case of having inquiries from
    shareholders or lawyers

-   Lawyers from the third party company will act as a middleman for
    voting inspection

-   Interpreters to ensure the content be understood for shareholders
    and committee

-   Employee representatives such as the chairman of welfare committee
    and elected members from welfare committee

-   Community representatives from Ban-Klang Municipality 

  1.3 The right to freely express opinion in the meeting

  Every shareholder has an equal right to express opinion or make an
  inquiry with an adequate

time providing for each agenda before resolution. In the shareholders’
meeting, all members of the boards and executives are required to attend
the meeting to answer any inquires to the meeting.

1.4 The right to consider remuneration for board members

  In the agenda of remuneration for board members, the criteria and
  details of remuneration

for each member will be notified.

1.5 The right to appoint and nominate the board members and then have
shareholders to vote individually

1.6 The board allows shareholders to propose agenda for the annual
shareholder meeting.

To ensure the fair and equitable treatment to shareholders, the company
sets the criteria and

Procedure for shareholders to propose agenda to the board to consider it
to be the agenda in the annual shareholders’ meeting. The details of
right, criteria, and procedure are posted on the company website. The
company shall notify such dissemination through SET news for
shareholders to know in advance.

2. Equitable Treatment of Shareholders

  The company pays attention to an equitable treatment to every
  shareholder whether or not

they are major or minor shareholder, institutional investor, or foreign
investor. The implementation includes:

  2.1 Every shareholder has right to vote depending on number of shares
  they are holding; one

vote per share .The company have only common stock.

  2.2 The board has developed prevention measure of using internal
  information as follows:

None of director, executive, or employee can use internal information
for the sake of personal benefits. Employees working in department
involving with internal information, executive, and director are
prohibited from trading the company securities for 1 month before the
disclosure of financial statement or information to public and within 24
hours after the disclosure hereof. This rule is described in the code of
conduct for the board and employees. The rule also specify that
director, executive, and accounting manager is obliged to declare the
number of shares they own to the board of directors every time during
the board of directors meeting.

  2.3 For the shareholders’ meeting; the proxy forms approved by
  Ministry of Commerce

Together with the meeting invitation letter, documents, and instruction
about proxy assignment will be sent to shareholders so that they can
appropriately prepare themselves for the meeting.

  2.4 The company agrees to give the right to vote for shareholder who
  is late in attending the

meeting; however, only for the agendas on discussion and have not been
reached the resolution yet. That share will be counted for quorum
starting from the agenda that he attends as well as votes onwards,
unless otherwise instructed by the meeting.

  2.5 Besides Thailand Securities Depository Co., Ltd., the share
  registrar of the company,

who will be responsible for sending out the notice for attending
shareholders’ meeting for 14 days in advance of the meeting, the notice
will also be posted on the company website for 30 days in advance of the
meeting and published on the daily newspaper in Thai for at least 3
consecutive days and at least 7 days before the meeting date.

  2.6 The Minutes of Shareholders’ Meeting will be posted on the company
  website within 14

days after meeting , so that the shareholders who did not attend the
meeting being able to know the same information.

3. Role of Stakeholders

  The company is aware of the rights of each group of stakeholders such
  as customers,

suppliers, employees, shareholders, government sectors, and other
related parties as well as community as specified by law and make sure
that their rights are properly protected and treated.

3.1 Customers

  Most of the company products are sold to automaker; therefore, the
  company’s customers

mean the purchasers of the products and the end-users as well. Customer
policy is as follows:

  Management : Consider customer satisfaction as the first priority by
  improving every function; quality control, costing, delivery,
  development, security, and relationship through Planning –
  Implementing – Inspecting process cycle.

  Quality : Aim to develop international standard on quality assurance
  system; delivering the products with the confidence in gaining
  satisfaction and trust from customers.

  The company sets up the Quality Assurance to be responsible for
  assurance product quality ,

giving advices on products, providing consultations, and receiving
complaints, to make sure the customers will satisfy with the quality of
products and services.

  In the competition , The Company has policies and practices to fair
  competition and on

normal business.

3.2 Suppliers

  Supplier is one of business partners. The company have policy that
  strictly complies with

agreement or contract made with the suppliers by adhering to operating
business with integrity to self and to other parties in accordance with
law and related rules and regulations. The supplier selection is
according to purchasing policy that consider cover to company documents
, performance , environmental , employee practical and human rights.

  Meeting with business partner is also held with the purpose to keep
  partner updated about

the company movement and to hear opinions; for example, for bank or
creditor; the company will invite them to the meeting together with
securities analyst so as to be informed about the company quarterly
performance, or for the case of suppliers; supplier meeting is held
every year through purchasing department in order to inform about annual
purchasing policy and confer QCD award to the suppliers who delivered
the good products and being punctual.

  For construction contractor, a separate meeting will be held by
  occupational health and

safety officer and invite the staff who is responsible in the field of
repairing, construction, or expansion of the company properties to the
meeting in order to ensure that safety measure is extended to the
involved parties.

  Since 2009, the company initiated the project of developing raw
  material suppliers to be

quality suppliers by delivering goods on time, being competitive which
leads to quality raw material with reasonable price. The project has
been carried on until present, divided into 2 activities as follows:

1.  Supplier SNAP , The company extends productivity improvement
    activity to suppliers

and sends SNAP (Stanley New Approach Productivities) team together with
purchasing officer to the supplier company in order to educate and
conduct productivity improvement activity in an periodical manner during
6 month period.

2. Supplier Improvement Project , The company will choose the suppliers
to help them to identify problems and give advices on manufacturing
efficiency.

  The company also provides customer support and encourage vendors to be
  certified to

international standards as quality assessment to provide a quality of
supply chain.

3.3 Employees

  The company realizes that the company is growing because of the
  cooperation of every

employee so the employees are valuable resource of the company. The
company policy are cover employee sustain in respect with safety,
welfare, privilege for employees and the company have certified for Thai
Labor Standard, TLS800-2003 (since June 2008 until present) from
Ministry of Labor and Social Welfare. The company labor policy is as
follows:

- Labor Policy

  1. The company is committed to complying with Labor Law, Standard
  Labor Provisions

and other related standards

2.  The company tries to improve employee quality of life, and provide
    appropriate

workplace environment and security, and keep developing them.

3.  The company shall review the adequacy, appropriateness, and
    effectiveness of the

company policies, rules and regulations, as well as implementation.

- Compensation and Competency Development

  In 2010, the company launched the new human resource management system
  called Stars

Plan (Stanley Total Ability Rating System Plan) consisting of 6 systems;
Hierarchy system, Position system, Job Rotation system, Evaluation
system, Wage system, and Skill Development system. These systems were
built under the 3-word philosophy; Fairness, Acceptance, and
Appropriateness. This human resource management system focuses on the
personnel who love to learn and wish to grow by urging them to fully
utilize their abilities. The details of such system is published and
distributed to employees, training is also conducted to ensure that
employees understand this system , Objectives of the system:

  - To clarify about the competency required by the company by dividing
  into ranks, also state

on how to improve the rank of performance (promotion) in order to urge
employees to develop their skill and competency

  - To promote fair compensation; the competency required for each rank
  is clearly identified

which results in the balance between compensation and competency. And
consistent with the results of company operations both short and long
term. The criteria of salary increasing will also be considered from
enhancing competency.

  - To be more efficient in managing organization by clarifying role and
  responsibility of each

position

  - Employee Welfare and Privilege

  The company provides the welfare for employees better than what is
  required by law; for

example, provident fund, additional life and health insurance as well as
health care budget in addition to social security which covers illness
and dental expense so employees do not need to be worried about medical
expense, transportation allowance, meal allowance etc.

  Besides, welfare for employees will be added once every year through
  welfare committee

who is compiling employee opinions and proposing to executives.
Accordingly, employees are satisfied with the company welfare that can
be proven by the labor-related award that the company has received, also
no labor dispute happened and no labor union.

  - Employee Development

  The company focuses on developing employee competency by setting
  target for every

employee to attend training class required for each rank, also setting
up training course for each rank based on competency for both in-house
training and outside training. Passing training course also becomes a
requirement for promotion.

  Besides the said required course, each department can send the staff
  to attend training course

both local and overseas.

  In 2012, In-house training class totaling 77 course with total number
  of participants of

2,519 , the training hour average 31.20 hour per person including course
of mental development , and financial planning, including curriculum
Happiness in work life and management by Corporate Governance , How to
worked with happiness and save cost course , Excellent working with good
mental health course , to employees have developed in addition to
job-related training.

  Overseas training , normally company will send our employees to
  training at Japan to

attend 3 to 9 month period ; the course covered the field of
manufacturing, quality, product research and development , in 2012 the
company sent 19 employees to training in Japan.

  The oversea observing , the company sends employees to observe in
  Japan and the United

States , to learn new innovation and to improve the company operations.

-   Occupational Health, Safety, and Environment Policy had been set as
    follows:

  1.The companies will be required to secure the work is first
  responsible for the performance

of all employees.

  2. The company strict to comply with laws, regulations and standards
  related to

safety ,occupational Health and Environment to work diligently.

3. The company to support and promote the activities to improve the
environment and to perform the ongoing safety to use of proper
protective equipment , including maintaining good health of all
employees.

4. The company to support and promote the activities of the various
security to stimulate safety awareness of Employees both inside job and
outside job such as training , public relations , safety competition
etc.

5. The company require to all level of management must act as good role
models, leadership training, coaching and motivation to safety
operation.

6. The company will require to all employees to regardless of their own
safety , colleague and company assets , that is important always to
perform.

7. The company to support the practice of 5S (Clear up, Convenient ,
Cleaning , Hygienic practice and habits buildup) in working place so
strictly that to prevent accidents and diseases due to work.

8.The company to encourage campaign to all employees for participate in
the health safety of the Company , and with the right to offer comments
about improve working conditions and provide ongoing safety.

9. The company to support human resources and budget to manage security
, occupational Health and Environment in the workplace. The safety of
employees and third parties.

10.The company will support policy of activities and hazard assessment
(Completely Check Completely Find Out) continuously , to achieve the
goal of zero accidents both at inside work and outside work.

11. The company will provide an evaluation the policy performance
regularly

The company has set up special task force for Occupational Health and
Safety unit; moreover, TOP GUN team for the company itself has also been
established and sent the team to take specific courses in order to be
able to help in emergency cases that might occur not only in the company
but also in the community as well. In year 2011, the company had to
certified for Occupational Health and Safety Management System Standard
(OHSAS18001) in order to ensure that the procedure to minimize
work-related hazards or accidents is efficient and work operation is
complied with the related laws

  The company has won many awards relating to employee as follows:

July 2012 - The Best Performance Company of Safety, Occupational Health
and

Workplace Environment as of year 2012 from Department of Labor

Protection and Welfare for 9 consecutive years.

  September 2012 - An Outstanding Establishment for Labor Relations
  Welfare Award as

  of year 2012 from Ministry of Labor for 7 consecutive years

March 2013 - Skill Development Promotion Award from Department of Skill

Development , Ministry of Labour

March 2013 - Motorcycles Sale Promotion from Thai Suzuki Motors Co.,Ltd.

February 2013 - Best Supplier Award from Yanmar S.P.Co.,Ltd.

  3.4 Shareholders

  The company policy is to protect shareholders’ rights in an equitable
  manner as

required by law. The policy is set that dividend paid to shareholders
will not be less than 30% of net profit, and allow shareholders to visit
the company after finishing Shareholders’ Meeting or the next available
time

  3.5 Society and Community

The company takes society and community into account by defining values
in the company vision – “Love Nature and Humankind; build good feeling,
give good support, kind to people, and care for nature”, this is because
the company considers itself as a part of society. Since the company was
found until present, the company always takes part in supporting local
activities.

The company has been doing social aids under the name of Stanley
Thailand Foundation. The activities done each year are summarized in the
annual report. The main activities consistently run by the foundation
include:

1.  Scholarship for poor students to encourage them to study in higher
    level of education

and to be a quality resource of society. Scholarship can be divided in
to 2 cases as follows:

  - Annual scholarship : In 2012 the scholarships were given to 1,314
  students among 36

schools in Pathumthani and Nakornrachasrima Province.

  - Long term scholarship program: This means supporting all academic
  expenses starting

from secondary school (Mattayom 4) level until graduating Bachelor’s
Degree. Each year, there will be students adopted to this program and it
has been run for 12 years with total of 28 students in this program ,
that 3 students were graduated in Bachelor degree and now working such
as 1. Ms.Athichit Pattanetr , Faculty of Business Administrator ,
Rajamangala University of Technology Thanyaburi , now worked at
C.I.Group Public Company Limited 2. Mr.Upatum Kamsua, Faculty of
Industrial Technology ,Valaya Alongkorn Rajabhat University , now worked
in own business and 3. Ms.Cholthicha Imyen ,Faculty of Business
Information Technology - First class honour , Rajamangala University of
Technology Tawan-Ok : Chakrabongse Bhuvanarth Campus) now worked at
Asian Stanley International Co.,Ltd.

  - Education sponsorship by purchasing books for library and
  educational equipment for

schools every year in 2012, there were 84 schools receiving the
sponsorship amount 600,000 baht.

  - To sponsor on science, technology and innovation activity: Every
  year, the company

sponsors for Scientific Project Contest for elementary level and
secondary level and also TPA Robot Contest Thailand Championship ,amount
250,000 baht

  - To donated sport equipment , the foundation ‘ s target to give all
  school in

Pathumthani and in year 2012 gave to 40 schools and gave toys for
improvement skill to student at Nopparat Child Center , Ban Boathong
Child Center and Suanprikthai Child Center , Pathumtani total amount
447,000 baht.

  - Return School to students activity , to continue supported 8 schools
  that flood in year

2011 in education equipment amount 2,700,000 baht.

2.  Environment activity , Stanley Thailand Foundation to focus on the
    relationship with

the community by gave garbage to Banklang Municipality , Kukwang
Municipality and Suanprikthai Office of sub district amount 105,000 baht

3.  Donation to social organization , as donated rice , sauces and other
    to aids patients

Watprabatnampu Loburi province and lame children at Ruamphanya person
lame associate , Nonthaburi province amount 140,000 baht

The company aims to sustain environment and carefully utilize natural
resource through all company activities. The company is certified for
Environmental Management System ISO 14001:2004. Environmental policy of
the company is as follows:

1.  The company will drive activities with the purpose to conserve
    environment, prevent

pollution, and minimize environmental impact, also consistently improve
the whole process starting from designing, developing, manufacturing,
servicing, as well as destroying. The company is committed to complying
with law, environmental related requirements and asking for cooperation
from related parties.

2.  The company shall provide training course and communicate about the
    basic philosophy,

Environmental policy and environmental activities to all employees and
relevant parties to educate and raise environmental awareness.

3.  The company is always ready to disclose and promote the basic
    philosophy, policies, and

update environmental activities to public.

In year 2012 , the company has activities to control of water resources.
The target is to reduce water consumption rate of 1.5% from the base
year (2010) and enhanced waste management that target by reducing waste
sent rid of all spam, down 1% from the base year (2010).

For the energy management, the company operates in accordance with the
Energy Conservation Promotion Act B.E. 2535 and 2^(nd) Amendment
B.E.2550. In 2010, Environmental Conservation Committee was appointed to
make sure the operation will be more concrete. Energy conservation
policy is defined as follows:

1.  To drive the manufacturing process and other activities relating to
    energy consumption

to utilize energy will efficiency which is regarded as a part of
business operation.

2.  To improve efficiency of energy usage by considering characteristics
    of the industry and

energy consumption to be more corresponding, also bring in the best
practice to implement.

3.  The company is committed to managing and conserving energy in
    accordance with

energy conservation laws and other related rules and regulations.

4.  Energy conservation is regarded to be the responsibility of
    executives and all levels of

employees to provide cooperation by complying with energy conservation
measures, monitoring, and reporting to energy conservation committee
which is to show intention of energy usage efficiency improvement.

5.  The company shall allocate resources relating to energy conservation
    and energy

management adequately and appropriately in order to achieve the company
objectives over energy management.

6.  The company shall explore replacement energy as well as alternative
    energy to bring

7.  about sustainable energy and environmental conservation, disclose,
    disseminate, and

promote the energy conservation activities to relevant parties and
public.

In year 2012, the company target to reduce energy consumption down 1%
from year 2011 by activity reduce the use of electricity on vacation 1
day of every month.

However, every year , the company arrange for training and publicity
about Safety , Environment and Energy to employees and stakeholders to
be informed regularly.

In addition, the company has developed the policy about the right of
stakeholders and put in corporate governance policy and code of conduct
for directors and employees of the company. Stakeholders can communicate
or complain with the company via the company website. The company has
set the specific process and section for these matter and the company
always focuses on social and community activities and strictly complies
with laws and regulations.

4. Disclosure and Transparency

The company and the executive committee focuses on managing and
operating business under the principle of good governance and being
aware of information disclosure with accuracy and in timely fashion as
specified by regulatory agencies. Therefore, the company sets the policy
and practice regarding information disclosure as follows:

4.1 Information Policy

-   Disseminating information about the company must be aligned to
    disclosure policy and

under the scope of laws, provisions, and related regulations.

-   Disseminating information about the company must be clear, accurate,
    complete,

transparent, and reliable. The information must be explained clearly,
easy to understand, and promptly to stakeholders.

-   Giving information must be fair to all parties by treating all
    parties in an equitable and

consistent manner under the scope of operation practice, also avoid
causing conflict of interest.

-   Ensure that such dissemination will not cause negative impact on
    relationship between

the customers and the company or violate the privacy of customers,
shareholders, or other stakeholders.

-   Performing duty about disseminating confidential information must be
    complied with

the company rules and regulations specified in the code of conduct for
the board and employees.

4.2 Communication

Chairman of the Board of Directors, Executive Chairman, and Vice
Executive Chairman have authority to notify key information of the
company and can delegate to management to give information about its own
function through responsible department or person in charge of investor
relation.

Company information is available for customers, shareholders, investors,
or interested persons or requesting for more information via the company
website (http://www.thaistanley.com).

In addition, the company has appointed Investor Relations officer; in
charge of providing general news and respond to inquiries, coordinating
with staff or involved person to provide news and answer to inquiries,
monitoring financial and information reporting system notified to
various regulatory agencies. To contact Investor Relations, please call
02 581 5462 ext.1164 or info@stanley.com.

4.3 Communication Standard and Channel

Company performance and general information will be periodically
communicated to shareholders, investors and public through media of
Stock Exchange of Thailand and company website.

Meeting with securities analysts is held in a quarterly basis.
Information that is revealed to analysts in the meeting will be posted
on the company website. The company has no policy to meet analyst, fund
manager, investor, or any person interested in investing with company
individually.

News and information about the company is available on the company
website (http://www.thaistanley.com) which includes:

-   Vision, Management Policy, Governance Policy

-   Disclosure policy consists of information policy, communication
    channels to the company, authorized spokesman, type of communication
    and information disclosure to public

-   Financial information such as financial statement, key financial
    information, financial ratio, rate of dividend and so on.

-   Company information such as type of business, board of directors,
    executive directors, and shareholder structure.

-   Shareholders’ Meeting information such as Minutes of Meeting,
    pictures from the meeting, VDOs presented in the shareholders’
    meeting.

-   Annual Report and other reports submitted to Stock Exchange of
    Thailand and Securities and Exchange Commission

-   Web board

-   Investor Relations activities such as quarterly meeting with
    securities analysts

5. Board Responsibilities

5.1 Structure of Board of Directors

Board of Directors consists of competent, capable, skilled, and
experienced people who are qualified for the position.

Board of Directors as of 31 March 2013 consists of 12 members as
follows:

1.  Executive Directors: involving in managing day to day operations or
    have authority to

sign and bind the company, total 4 peoples or33.33% of total members.

2.  Non-Executive Directors including independent directors totaling 8
    people accounting

for 66.67% of the total Directors. Four independent directors are
accounted for one-third of the Board’s total numbers which is in
accordance with the provision of Securities and Exchange Act (No. 4)
B.E. 2551.

  All directors are qualified in terms of knowledge and experience
  required for company

business operation and focus on performing their role. Independent
directors meet the qualification as required by Securities and Exchange
Commission.

5.2 Combine or Separate Position

Role of Chairman of the Board of Directors is to lead the policy,
develop vision, and supervise the performance of executives; therefore,
the chairman and the executive is stipulated not to be the same person
for clearly separating role and responsibility of each position.
Currently, chairman of the board of directors passed away and no
replacement yet and this is regarded as the duty of all members of the
board.

5.3 Term of Office for the Members of the Board

The member of the board has 3-year term of office, after completing
term, that member might be reelected depending upon the shareholders’
meeting.

5.4 Remuneration for the Board of Directors and Executives

The company setting the remuneration policy for director on the
appropriate consideration and comparing with the remuneration for the
directors paid by the companies listed in Stock Exchange of Thailand
with the same size of business or the same industry, and approved by
shareholders’ meeting.

The policy of remuneration for executives shall be considered from their
roles and responsibilities as well as performance. Information of the
remuneration for directors and executives are revealed in disclosure
report of additional information (form 56-1).

5.5 Directors and Executives Development

The board of directors set the policy to provide an orientation course
for new director in order to educate them about role and responsibility,
business operation so as to efficiently support the company. In case of
new directors , the company will take orientation course on the date of
appointment; the content provided in the class such as the company’s
regulations, vision, governance policy, code of conduct for directors
and employees, as well as rules and regulations of the Stock Exchange of
Thailand and SEC about roles of director and code of conduct for the
listed companies. The directors had visited the factory for better
understanding about the company operation.

The existing members of the Board are also educated by attending the
training courses arranged by each function. Any change of information or
rules will also be informed to the board in the board of directors
meeting.

5.6 Subcommittee

Subcommittee has been established to help screening matters, the
subcommittee include

  Audit Committee

-   Consisting of 3 independent directors; one of those has enough
    knowledge and adequate

experience to review the reliability and accuracy of financial
statement. Role and responsibility is clearly stated in the audit
committee charter, amended for additional roles on 24 October 2008 to be
in accordance with the notice from Stock Exchange of Thailand subject:
Qualification and scope of work for audit committee B.E.2551.

-   Audit committee performs its duty by having the support from
    internal audit as an

operation unit and report to audit committee. Also, the committee can
asks for advices from independent advisor its expense is absorbed by the
company.

-   The audit committee meeting must be held at least once every 3
    months and there might

be additional meeting if necessary. Executive or involved person might
be invited to give information directly to the meeting. Meeting with
auditor without executive attending must be held at least once a year.

Total numbers of audit committee meetings held during fiscal year 2012
are 8 times. According to attendance record, audit committee members
attending the meeting are as follows; Mr.Kritsada Wissawateeranont ,
Mr.Chokechai Tanpoonsinthana and Mr.Suchart Pisitwanich had attended
every time, Details of meetings are as follows:

-   4 meetings are among auditors, executives, and internal audit

-   4 meetings are only with auditors, no executive attended.

Audit committee has reported the performance, meeting participation, and
comments from audit committee to the board of directors and shareholders
through the company annual report.

In addition, the board has appointed executive committee as follows:

Executive Directors

Consist of 3 directors and 4 executives , The role and responsibility is
to develop policy and direction and inspect the implementation

The executive directors meeting will be held 4 times a month and there
might be additional meeting if necessary. Management or involved person
might be invited to give information directly to the meeting

5.7 Board of Directors Meeting

Board of directors meeting must be held at least once every 3 months and
all directors are required to attend. There might be additional meeting
if necessary. The director having interests has no right to vote for
that agenda. The procedure of the meeting has been described in the
rules of board of directors meeting.

Meeting schedule and key agenda have been set for the whole year in
advance in order to make sure the adequacy of time and the availability
of the board members. The invitation letter is sent out at least 21 days
in advance both in Thai and in English. TV conference is also set up for
the board member who is on overseas business trip to join the meeting
from abroad.

In the board of directors meeting, chairman of the board of directors
and executive chairman shall set the agendas together and screen the
agendas proposed by directors. As there has not been any one being
appointed to replace the former chairman of the board; hence, executive
chairman and corporate secretary together shall set the meeting agendas.
Every time in the meeting, each director is required to report
sale/holding of securities to the meeting.

For the normal business transactions, executives will report to the
board meeting on the quarterly basis.

  In 2008, the company appointed corporate secretary, Mrs.Sudjai
  Srifuengfung, to oversee

the compliance of the board activities with laws and related
regulations, as well as prepare minutes of board of directors meeting
both in Thai and in English including completing other reports and keep
them on file in accordance with the provisions of related laws.

  Total numbers of Board of Directors meetings held in 2012 are 5 times.
  At every meeting,

adequate details in the form of supplementary documents will be sent out
to the board members to study in advance. According to attendance
record, 7 out of 12 members had attended meeting every time (100%), and
3 person had attended the meeting 80% and the other 2 who stays in
overseas attending meeting via TV Conference; attending 2 times or 40%
of the meeting.

5.8 Role and Responsibility of the Board of Directors

The role and responsibility of the board of directors is clearly stated
in the code of conduct for board of directors which is responsible for
company vision and strategy, corporate governance, human resource
management, financial statement reporting, information disclosure, and
communication.

1. Corporate Strategy and Key Policies

The board acts as a policy leader by developing vision and overseeing
the performance of executives, giving appropriate advices about key
strategies and policies, and financial objectives, also ensuring that
plans and budget are implemented.

2. Corporate Governance

The corporate board of directors has developed corporate governance
policy in writing and approved it. Also, the Board has developed code of
conduct for directors and employees in order to be a best practice and
communicate to employees in the form of booklet, and post on the
intranet. For new employee, the content will be inserted in orientation
course.

3. Internal Control and Internal Audit

Internal audit is established as a separate function with role and
responsibility clearly stated, reporting to executive chairman and audit
committee.

Internal audit function is responsible for developing annual audit plan
covering various work systems which will be reviewed and approved by
audit committee, also following up results from executive meeting and
regularly reporting to audit committee every 3 months.

Audit committee shall review the internal audit system and consider the
appropriateness and adequacy, and report to the corporate board of
directors.

4. Protect the Rights of Stakeholders

The board shall review the transaction inclining to conflict of interest
or interrelated case that has been initially screened by the audit
committee.

Ensure that the information about transactions risky to conflict of
interest is accurately and completely disclosed.

Any transaction is in the scope of conflict of interest, the involved
person is not eligible to vote or approve.

The company policy about conflict of interest reporting ,all members of
the board are required to submit conflict of interest report once a
year, as of 31 March of every year, to corporate secretary in month of
April.

In 2012, the company has listed the transactions that are in the scope
of conflict of interest. Those transactions are normal business
transactions that follow the procedure approved by the board of
directors. Those transactions were reviewed by audit committee and
proposed to the board of directors. The summary of the transactions has
been reported to the corporate board of directors every quarter.

5. Risk Management

In the last year , the company has reviewed the requirements for the
risk management . To provide for the obligation to deliver to customers
the ability to perform perfectly and can operate continuously. It is
conjectured that the risks facing the company substantially. There are
measures to prevent losses due to such risks , including ensuring the
safety in the event of a crisis. And the subsequent management measures
to limit losses in the least .

The Company’s risk management policy is , The Company must ensure safety
of life and body of employees by considering as the highest priority and
must maintain process property and to cope with risk by coordinate with
local and government offices, make a relationship with other industries
as well as provide suggestions of necessary and adequate information for
risk management measures

The Company structure of risk management systems, as follows.

- The executive responsible for the oversight of risk management .

- Provide executive level of risk management. The President is the
Chairman of the Board , to perform risk and crisis response. The
preparation and management of information. (Security) social activities
, prevent the problem recurring , and the drafting and verification of
risk management policy and report such action to the Board of Directors
of the Company.

Risk Management Committee has prepared a guide to determine how the risk
control environment risk is expected to affect the company's operations.
Including risks arising from the misconduct of individuals in the
company. To accommodate risks and crisis that quickly , and requires the
verification of the control such condition each year.

-Establishment of the Business Continuity Plan (BCP) in case of crisis
from approval by The Risk Management Committee , to served unified
response to the crisis so that they can continue to operate

The company had have no significant risk from performing duty , only
normal business risk. Prevention measure has been revealed in disclosure
report of additional information (form 56-1).

6. Self-evaluation of the Board of Directors.

  In 2012, the board has done self- performance evaluation , in overall,
  covering all roles and

responsibilities of the committees, since 2007 until end of accounting
period as of 31 March 2012, based on May 2012 evaluation, the result is
Very good and the result, notices, and suggestions shall be taken into
account to improve the performance of the board in the future.

7.Reporting

Audit committee shall review financial report and propose it to the
board of directors in a quarterly basis. Board of directors will make
sure financial report and other information necessary to shareholders
are complete, accurate, and transparent by having description and
supporting statistic data as well as future trend. The board shall be
responsible for disclosure of key information, performance, and key
events during the year.

The company annual report must be reviewed by audit committee and
auditor before proposing to the board of directors for review and
approval and disclose to the public.

The board of director is responsible for review and reporting the
corporate governance policy and its implementation and publishing it
into the company 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 and in addition. 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.

8.6 Personal

Total employees as at March 31^(st) , 2013 were 3,486 persons , details
as follows:,

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

  Administration    60                50                110

  Marketing         20                23                43

  Production        1,804             1,498             3,302

  Japanese          31                -                 31

  Total             1,915             1,571             3,486
  ----------------- ----------------- ----------------- -----------------

Employee’s remuneration in year 2012 were 1,386.84 Million Baht as
salary , bonus , provident fund and other welfare.

Policy of personal ‘ 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.

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

Such a system of personnel administration. The company's development and
training to employees at all levels of knowledge and skills to work ,
Foreign language , Mind development , and internships to study abroad,
such as Japan, the U.S.A regularly.

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 6 years continuously since 2007 – 2012 certification
system and standard of Thai workers. (MRT. 8001-2546) complete level
from the Ministry of Labor.