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. Katsutoshi Iino       | 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.

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. –

(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  | 3 (TV      |
|   Nakano            |          | **                    | C          |
|                     |          |                       | onference) |
+---------------------+----------+-----------------------+------------+
|   2. Mr. Apichart   | 5        | 8. Mr. Katsutoshi     | 2 (TV      |
|   Leeissaranukul    |          | Iino **               | C          |
|                     |          |                       | onference) |
+---------------------+----------+-----------------------+------------+
| 3. Mr.Koichi Nagano | 5        | 9. Mr. Krisada        | 5          |
|                     |          | Visavateeranon        |            |
+---------------------+----------+-----------------------+------------+
|   4. Mr. Thanong    | 5        | 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.

2. Audit Committee 3 persons No of Meeting 7 Times

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

  1. Mr. Krisada Visavateeranon                7

  2. Mr. Chockchai Tanpoonsinthana             7

  3. Mr. Suchart Phisitvanich                  7
  -------------------------------------------- --------------------------

3. The Executive Board 7 persons No of Meeting 42 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. Yasuhiro Amano        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 , The company
paid for law service to Siam City Law Offices that Mr.Picharn
Sukparangsree be director in amount 0.28 million baht and 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 12 persons of director at the total of 2.495 million
baht. Payable for monthly allowance and meeting allowance (only those
present at the meeting) , details as follows :

+---------------------+----------+-----------------------+------------+
| Name                | Director | Name                  | Director   |
|                     | Fee      |                       | Fee        |
+---------------------+----------+-----------------------+------------+
|   1. Mr. Hiroyuki   | 210,000  | 7. Mr. Katsumi Kondo  | 200,000    |
|   Nakano            |          |                       |            |
+---------------------+----------+-----------------------+------------+
|   2. Mr. Apichart   | 210,000  | 8. Mr. Katsutoshi     | 195,000    |
|   Leeissaranukul    |          | Iino                  |            |
+---------------------+----------+-----------------------+------------+
| 3. Mr.Koichi Nagano | 210,000  | 9. Mr. Krisada        | 210,000    |
|                     |          | Visavateeranon        |            |
+---------------------+----------+-----------------------+------------+
|   4. Mr. Thanong    | 210,000  | 10. Mr. Chockchai     | 210,000    |
|   Leeissaranukul    |          | Tanpoonsinthana       |            |
+---------------------+----------+-----------------------+------------+
|   5. Mrs. Pimjai    | 210,000  | 11. Mr. Suchart       | 210,000    |
|   Laochinda         |          | Phisitvanich          |            |
+---------------------+----------+-----------------------+------------+
|   6. Mrs. Pornthip  | 210,000  | 12. Mr. Picharn       | 210,000    |
|   Sethiwan          |          | Sukparangsee          |            |
+---------------------+----------+-----------------------+------------+

B. Remuneration for 7 persons of executive board and the management
board and the management at the total of 45.63 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 0.585 million baht.

+-------------------------+-------------------------+------------------+
| Name                    | Type of Remuneration    | Amount           |
+-------------------------+-------------------------+------------------+
|   1. Mr. Krisada        | Chairman Audit          | 275,000 Baht     |
|   Visavateeranon        | Committee               |                  |
+-------------------------+-------------------------+------------------+
|   2. Mr. Chockchai      | Audit Committee Member  | 155,000 Baht     |
|   Tanpoonsinthana       |                         |                  |
+-------------------------+-------------------------+------------------+
| 3. Mr. Suchart          | Audit Committee Member  | 155,000 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 5 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 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.

  The company will arrange commuting transportation as a facilitation
  for shareholders.

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

  - Representatives from Bann-Klang Subdistrict Administrative
  Organization

  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

  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 a function to be responsible for quality
  assurance, giving advices on products, providing consultations, and
  receiving complaints, to make sure the customers will satisfy with the
  quality of products and services.

  3.2 Suppliers Supplier is one of business partners. The company
  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.

  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.

  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 policy 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
  Labour 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. 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 2011, In-house training class totaling 101 with total number of
  participants of 1,874. This year, the courses for manager level
  include Happy life course and Work and subordinates management with
  Good Governance and Situation Management couse . Training course for
  other employees level as Thinking system , Management in the
  difference culture , EQ-AQ for successful working and Team Potential
  management for development .

  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,
  but because of the Japan earthquake in March 2011 , so the company
  temporary pending the oversea training.

  For overseas business visiting, the company consistently sends staffs
  to Japan and United States of America to learn about new innovation
  and apply that to improve the company business operation.

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

  1. Workplace safety is first priority for every employee.

  2. The company shall strictly obey law, rules and regulations, and
  standards related to occupational health, safety, and environment.

  3. The company shall promote safety activities which raise safety
  awareness for employees.

  4. Supervisors at all levels have to be role models; leading,
  coaching, training, motivating staff to work in a safe manner.

  5. Every employee must be aware of safety for self, colleagues, and
  company properties at all times during performing duty.

  6. Strictly perform 5S (Sort, Shine, Stabilize, Standardize, Sustain)
  at the workplace to prevent accident and work related illness.

  7. It is obligatory for every employee to cooperate to the company
  occupation health and safety project. Employee is eligible to propose
  ideas of improvement on work condition and work safety.

  8. Evaluation on compliance with the company policies will be
  regularly made.

  9. The company shall continue supporting the activity of hazard
  identification and assessment in order to achieve zero accident target
  for both at workplace and outside workplace.

  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 July 2011, The company
  sent the Top Gun Team to participate the Emergency Response Team
  Contest in Safety Week 25th event by aiming to develop team to meet
  standard level and the team had Consolation Prize from the total of 28
  teams . In 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 2011 - The Best Performance Company of Safety, Occupational
  Health and

  Workplace Environment as of year 2011 from Department of Labour

  Protection and Welfare for 8 consecutive years.

  September 2011 - An Outstanding Establishment for Labour Relations
  Welfare Award

  as of year 2011 from Ministry of Labour for 6 consecutive years

  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.

  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:

  1.1 Annual scholarship : In 2011, the scholarships were given to 1,314
  students among 36 schools in Pathumthani and Nakornrachasrima
  Province.

  1.2 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 11 years with total of
  27 students in this program.

  2. Education sponsorship by purchasing books for library and
  educational equipment for schools every year; in 2011, there were 84
  schools receiving the sponsorship.

  3. 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.

  4. Sponsor for raising environmental awareness; for example,
  afforestation, fish releasing. The company also subscribes
  environmental-related books membership for students in 16 schools at
  Pathumthani area.

  5. Donation to social organization , as donated rices , sauces and
  other to aids patients Watprabatnampu Loburi province and lame
  childrens at Ruamphanya person lame associate , Nonthaburi province.

  In 2011 , in maga flooded situation , the foundation donated necessary
  bags for flood victims in Pathumthani and supported to 8 schools that
  affect from flood in maintenance and repaired until same as before the
  flood in the project ‘ Return school to students’

  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.

  For the energy management, the company operates in accordance with the
  Energy Conservation Promotion Act B.E. 2535 and 2nd 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 about sustainable energy and environmental
  conservation, disclose, disseminate, and promote the energy
  conservation activities to relevant parties and public.

  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 with the company via the company website.

  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.164 or info@thaistanley.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

  - Webboard

  - 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 2012 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, totaling 4 people accounting for
33.33% 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

  Remuneration for directors shall be appropriately considered by
  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.

  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 three
  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 2011
  are 7 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:

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

  o 3 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

  o Role and responsibility is to develop policy and direction and
  inspect the implementation

  o 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 2011 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, 10 out of 12 members had attended
  meeting every time (100%), and the other 2 who stays in overseas
  attending meeting via TV Conference; 1 attending 3 times and another
  attending 2 times.

  5.8 Role and Responsibility of the Board of Directors

  Role and responsibility of the board of directors is clearly stated in
  the code of conduct for board of directors which is responsible for
  corporate 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.

  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 2011, 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

  The company focuses on controlling risks in all aspects which cover
  the risks relating to business objectives, finance,

  manufacturing, and other operations. The company also ensures the
  security in lives of employee and properties of the company, and

  providing cooperation to society and government agencies.

  The company has established Managerial Risk Management Committee in
  which executive chairman acts as chairman of the committee. The role
  of the committee is to develop risk management plan in order to ensure
  that company risk management is adequate and appropriate, staying
  acceptable level, and continually being implemented so that the
  organization will be able to achieve the objectives and goals.
  Management and employees in each business unit are assigned to
  anticipate risks around them so as to set up strategy to prevent loss
  causing from such risk. In case that such risk eventually happens,
  responsive measure needs to be developed to ensure that loss is
  minimized. Monitoring system is also required to watch out new risks
  that possibly occur and then report to the executive committee.

  Risk Management Committee has developed risk control manual in order
  to be a guideline on how to control all risk factors that might impact

  to the business operation, and to be able to respond a crisis in a
  timely manner. Requirements of risk control shall be reviewed every
  year.

  In 2011, the company and central region were affected in the mega
  flood . The company was established – BCP ( Business Continuity Plan)
  to respond to the crisis management with the President as Chairman,
  Vice Chairman as Executive Vice President and membership are
  Eexecutive Board , Risk management committee , Department manager such
  as marketing , procurement, lamps factory , mold factory and
  administration , with OCP (Office of Corporate Plan) as secretary ,
  that improved and management the flood situation until can return to
  normal in about three weeks, the factory only minor damage. The main
  machinery was not damaged.

  For other risks, 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 2011, the board has done self- performance evaluation , in overall,
  covering all roles andresponsibilities of the committees, since 2007
  until end of accounting period as of 31 March 2012, based on May 2012
  evaluation, the result is Good. 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 committee is responsible for 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 Personel

Total employees as at March 31^(st) , 2012 were 2,131 persons , details
as follows:,

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

  Administration    61                51                112

  Marketing         21                20                41

  Production        1,581             1,367             2,948

  Japanese          30                -                 30

  Total             1,693             1,438             3,131
  ----------------- ----------------- ----------------- -----------------

Employee’s remuneration in year 2011 were 1,082.14 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.

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 – 2011 certification
system and standard of Thai workers. (Mrt. 8001-2546) complete level
from the Ministry of Labor.