The Company recognizes and emphasizes the importance of basic rights of shareholders, as an investor in the securities and as owner of the Company, i.e. right to buy, sell, transfer shares in their possession, right to share in profits of the Company, right to have adequate access to the Company’s information, right in the shareholders’ meeting, right to express opinions and to jointly make decision on significant matter of the Company, i.e. allocation of dividend, election or removal of the directors, appointment of an auditor, approval of significant transaction which has impact to direction of the Company’s business operations, amendment of the Company’s affidavit, articles of associations and etc.

In addition to the above basic rights as mentioned above, the Company also undertakes measures to encourage and facilitate right exercising of the shareholders as follows:

1. The Company encourages the Board of Directors, executives and relevant agencies, including auditor to participate in the shareholders’ meeting.
2. The Company shall send each shareholder an invitation letter to the meeting together with adequate supporting information at least 7 days in advance of the meeting date or pursuant to the rules specified by the Office of Securities and Exchange Commission and the Stock Exchange of Thailand. Notice of meeting shall be advertised in the newspaper at least 3 days prior to the meeting date for 3 consecutive days. Comments of the Board of Directors shall be included in each agendum and such information shall be posted on the Company’s website, so that shareholders shall have time to study all agenda in advance.
3. In case any shareholder is unable to attend the meeting by himself/herself, the Company shall allow such shareholder to proxy the independent director or any person to attend on his/her behalf, by using one of proxy forms attached with the invitation letter to the shareholders’ meeting.
4. The shareholders can submit their opinions, recommendations or inquiries in advance of the meeting date.
5. On the meeting date, shareholders shall have equitable right to express their views, recommendations and ask questions concerning the agenda openly before any resolutions shall be made. Moreover, during the shareholders’ meeting, the directors and the relevant executives shall also attend the meeting to reply any inquiries which might have been asked during the meeting. Important issues and opinions shall also be recorded in a minute of meeting, so that the shareholders can inspect them later.
6. During the meeting to select the director, shareholders shall have a chance to cast their votes to select the direct one person at a time. They are entitled to select the representatives who have proper qualifications to hold position of directors to oversee their own benefits.
7. After the meeting, the Company shall prepare a minute of meeting with accurate and complete information for shareholders’ verification and shall publicize such minute in the Company’s website.

The Company has an equitable treatment policy for all shareholders, particularly minor shareholders by allowing them to propose any meeting agenda for the shareholders’ meeting as well as to nominate a suitable candidate for director. Provided that detailed information for consideration and/or qualifications and consent of the candidate shall be provided in advance of the shareholders’ meeting. The Company shall screen agenda which are truly beneficial and shall select candidate with properly qualification through the Nomination and Remuneration Committee before proposing to the Board of Directors for consideration, then specify in the meeting agenda.

The shareholders who wish to propose agenda or director candidate must possess qualifications according to criteria as follows:

1. Being the shareholder of the Company which can be either one shareholder or combined shareholders.
2. Holding minimum shares not less than 100,000 shares.
3. Must hold shares as specified in Clause 2 continuously for at least 6 months and must hold shares on the date the shareholder proposes the agenda or director candidate.

All shareholders shall have equitable right. Before each meeting, the Chairman shall clearly explain how ballots are cast and counted and shall provide reasonable time to all shareholders to express their opinions, suggestions and inquiries in each agenda. The chairman shall conduct the meeting in accordance with sequence of the agenda. The Company does not have a policy to add agenda without notifying the shareholders in advance, so that all shareholders shall have time to study agenda before they make any decision.

The Company employs a strict policy on usage of inside information to prevent any abusive self-dealing for the sake of fairness of all stakeholders. The Company has prescribed written guidelines on maintaining the Company’s inside information and guidelines to prevent usage of such information for personal gain. The Company also specifies that the directors, executives and all employees shall not purchase and sell the Company’s shares by using confidential and/or inside information and/or enter into any legal acts by using the Company’s confidential and/or inside information, which may cause damages, either directly or indirectly, to the Company. Additionally, the directors, executives, employees who work in the unit that can access to inside information, shall not use such information before it has been disclosed to the public. Any persons who can access to inside information including their spouses, children under legal age, are prohibited to purchase and sell shares of the Company, directly or indirectly (such as nominee via personal fund) within 1 month before disclosure of quarterly and annually financial statement and at least 3 days after disclosure of such information.

The Company ensures that its directors and executives are known about their obligations to report their securities holding of the Company and penalty clauses pursuant to the Securities and Exchange Act B.E. 2535 and regulations of the Stock Exchange of Thailand. The directors and executives are required to file a report on their holdings of the Company’s stock, their spouses and children under legal age pursuant to Section 59 of the Securities and Exchange Act B.E. 2535 every time they buy or sell such securities within 3 days to the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand for acknowledgement and further dissemination to the public.

Moreover, the Company establishes disciplinary penalty against people who exploit usage of or disclose inside information which, if released prematurely, would cause damage to the Company. Various penalties have been imposed, such as verbal warning, written warning, probation and termination of employment, by firing or discharging, as the case may be.

The Company also adheres to the equitable treatment of shareholders and prescribes transparent and auditable management guidelines on conflict of interests, especially in consideration on transaction between the Company and the stakeholders or related persons. In case of such incident, the stakeholder shall report to the Company immediately and shall not participate in consideration or voting in such matter. The Company also stipulates guidelines to prevent the director or an executive who has an interest in transaction from participating in decision making process. During the vote session at the Board of Directors, any director with such a conflict shall not be entitled to vote.

The Company recognizes the rights of all stakeholders, including internal stakeholders (i.e. shareholders, executives and employees of the Company) and external stakeholders (i.e. creditors, customers, business partners, competitors, government sector, societies and communities.) The Company shall comply with the laws and related regulations to ensure that rights of those stakeholders are under good care. During business operations of the Company, rights of all stakeholders have been considered pursuant to the following guidelines:

• Shareholders: To treat all shareholders equally, maintain their benefits and not perform any act which may violate or lessen their rights; to strongly commit to increase maximum satisfaction to shareholders by taking into consideration sustainable growth of the Company; to increase value added and appropriate returns on continued basis as well as to adhere to good corporate governance.
• Employees: To treat all employees equally and fairly, with regards to opportunity, compensation, fringe benefits and potential development. All employees are regarded as valuable resources and key factor to drive the organization to achievement. Therefore, the Company is determined to become a learning organization, to enhance corporate culture and atmosphere, promote team work, develop capabilities of employees and ensure that they have securities in their careers and confidence in their quality of life and safety at work; The Company shall listen to opinions and feedback of the employees at all levels equally and fairly.
• Customers : To determine to create satisfaction and confidence to customers; take good care and be responsible for customers. Customers shall receive good, qualified and safely products/services at appropriated prices and pursuant to prescribed standards. The Company shall strictly comply with conditions and agreements made with customers. The Company shall develop itself to increase standards of products and services continually and shall maintain good and sustainable relationships with the customers as well as shall not exploit the customers’ information for its benefits or related persons.
• Business : To embrace equality, fairness and integrity without any exploitation while conducting business.
• partners and creditors : To have business ethics and maintain mutual benefits with business partners and creditors by observing laws and rules jointly specified strictly. Do not request for, receive or pay any fraudulent benefits while dealing business with business partners. To strictly comply with conditions and treat creditors fairly as well make repayment in timely manner, maintain warranty securities and other conditions under the agreement fully and correctly and pursuant to good corporate governance. Creditors and business partners shall be reported in advance if obligations in the contracts cannot be met and corrective measures shall be jointly discussed.
• Competitors : To treat business competitors pursuant to international practices under the laws on trade competition principles and shall adhere to good and equally competition rules. Do not obstruct any business competitors, do not damage reputations of business competitors by accusing, mudslinging and attacking ungrounded or perform any actions which are unfair to the competition.
• Public sectors : To emphasize transparency and integrity while performing any transactions with officials or government agencies in order to avoid any improper actions and against best management practices as well to oppose bribes to government officials to facilitate or for benefits of the Company.
• Communities, societies and environment : To employ business operation policies with responsibility to communities, societies and environments with regards to safety, quality of life and natural conservation; to promote effective use of energy; to recognize quality of life of the communities and societies, as well as to consider any business operation which may have impact to environments; to ensure that all products and business undertakings are correctly and in line with the regulations and standards; to encourage employee consciousness and participation on community, social and environmental and to coordinate with activities with communities that the Company have business with, as appropriated.

The Board of Directors puts emphasis on disclosure of accurate, timely and transparent information, financial report and general information pursuant to criteria of the Securities and Exchange Commission and the Stock Exchange of Thailand as well as other material information which shall impact prices of the Company’s shares, decision-making procedures of investors and stakeholders of the Company. The Company shall disclose its information technology to shareholders, investors and public through channels and public media of the Stock Exchange of Thailand and on the Company’s website.

The Company has not yet organized the investment relations center because there are only small numbers of such activities, however, the Managing Director was already assigned to contact, communicate with the relevant institutional investors, shareholders, as well as analysts and government sectors.

The Board of Directors shall be responsible for the Company’s financial statement, and financial information system as presented in the annual report. Such financial report shall be prepared pursuant to the generally accepted accounting principles of Thailand by selecting and constantly adhering to proper accounting policies. The information has been adequately and accurately disclosed in the financial statement. The Audit Committee shall audit quality of financial statement and internal control systems including adequate disclosure of essential information in notes to financial statements then report to the Board of Directors for acknowledgement.

5.1 Structure of the Board of Directors

The Board of Directors consists of knowledgeable members in diverse fields useful for Company’s business. The Board has important role in setting up policies and overall image of the organization, including supervising, auditing and evaluating performance of the Company against the given plans to ensure that they are in line with the laws, regulations, and resolutions of the shareholders’ meeting with honesty, ethics and under code of conduct. It shall supervise management tasks of the executives to ensure that they are as per specified targets and guidelines for the maximum benefits to the Company and shareholders.

The Company specifies that the Audit Committee shall be at least one thirds of the Board of Directors and at least 3 must be the Independent Directors for balance on casting vote while considering matters.

At present, the Board of Directors consists of 7 members, 4 of them are non-executive directors who are qualified to be Independent Directors (3 out of 4 are members of the Audit Committee) and 3 executive directors (i.e. Managing Director and 2 deputy managing directors).

The Company’s articles of association specified that during every annual general meeting, one-third of directors shall retire. If the number of directors is not a multiple of three, then the number of directors closest to one-third shall retire. The directors who shall retire in the first year and the second year after the registration of the Company shall be selected by drawing lot, and for subsequently years, the directors whose term of office are the longest shall retire. A retired director may be re-appointed.

The Board of Directors has appointed the Sub-committees, namely the Executive Committee, the Audit Committee, the Nomination and Remuneration and the Risk Management Committee to conduct specific matters and propose matters to the Board of Directors for consideration or acknowledgement. Such sub-committees shall have rights and duties as per specified in their scope of duty and responsibilities.

The Board of Directors has a policy that the Chairman of the Board and the Managing Director shall not be the same person. Roles and responsibilities of the Board and that of the executives are clearly defined and segregated with balance of power. Whereas the Board of Directors has duties to establish policies and oversee operations of the executives at the policy level, while the executives have duties to manage businesses pursuant to the specified policies.

The Board of Directors has appointed the Corporate Secretary who shall have duties and responsibilities as per specified by the Securities and Exchange Act.

5.2 Roles, Duties and Responsibilities of the Board of Directors

The Board of Directors has duties to consider and provide opinions on important matters concerning business operations of the Company, such as vision and mission, strategies, risks, plan of actions and budget as well as to monitor the performance of The executives to ensure their efficiency and effectiveness on compliance with the specified policies and plans of action.

Segregation of duties between policies setting and routine management

The Board of Directors has segregated power, duties and responsibilities on establishing supervisory policies and routine management clearly. The Chairman of the Board of Directors and the Managing Director are appointed by the Board of Directors and the Chairman and the Managing Director are two separate individuals. The Chairman shall take the lead and have key roles in making decision concerning Company’s policies as a result of the meetings of the Board of Directors under business objectives jointly considered and established by the Board and the executives and ensure that the Board meetings are successfully conducted. During each meeting, all directors are encouraged to actively participate as well as express their opinions independently. The Chairman shall also act as a chairman of the shareholders’ meeting of the Company. However, the Chairman shall not participate in routine tasks but shall support and give advice on business operations to the executives through the Managing Director constantly. The Managing Director shall be responsible for business management under the power authorized by the Board of Directors.

Policy on Corporate Governance

The Meeting of the Board of Directors No. 1/2010 on May 6, 2010 has approved a written corporate governance policy and the Board shall review the policy and its compliance regularly. The Company has communicated with everyone in the organization about correct and mutual understandings about ethical standards for business dealings and encouraged everyone to comply with such specified policy.

Code of Conduct

The Board of Directors adheres to equitable and fair business operations and specifies a written code of conduct to put into practice and disseminate to the employees as practical guidelines. Objectives are to express its intention to conduct business with transparently, ethically and responsibility to the stakeholders, by taking into consideration societies and environment through trainings and various communications within the organization. Such code of conducts shall reflect goodwill and practical guidelines to be observed by all employees. Ethical framework include respect and comply with laws, interests and conflicts of interests, use of inside information and maintenance of confidential information, internal control system and internal audit, receipt and giving of gifts, assets or other benefits, intellectual properties, information technology and communication, political rights and impartiality, employees treatment and responsibility to stakeholders.

The Company has announced and informed all employees for their acknowledgement and strictly compliance.

Conflict of interest

The Company’s policy concerning conflict of interest is based on principle that any decision making on business operations shall be based on maximum profits of the Company and shall avoid any acts which can cause conflict of interest. The directors, executives and employees shall review and disclose transactions with conflict of interest for the Company’s acknowledgement, as well as to inform their relationship or connection with such transaction. During any consideration, person who is related to or connected with such transaction shall not participate in consideration and shall not have power to authorize for such transaction. Any undertaking to be conducted shall bear in mind about its suitability, prices and conditions, like conducting transactions with the third party.

The Audit Committee shall proposed the related transactions and transactions with conflict with interest to the Board of Directors and they shall be carefully considered to ensure compliance with criteria of the Stock Exchange of Thailand and they shall be disclosed in the annual report and Form 56-1.

The members of the Board of Directors and the executive of the Company shall include their spouses and children under legal age. When there is a change in securities holding of the Company, they shall notify the Company and submit a report on a change of securities holding to the Office of the Securities and Exchange Commission under Clause 59 of the Securities and Exchange Act B.E. 2553 within 3 working days after the date such shares have been purchased, sold, transferred or accepted transfer. In addition, the directors, executives or working units that can access to inside information are prohibited to disclose such information to the third party or other people who do not have related responsibilities. They are also prohibited to purchase and sale of securities of the Company within 1 month before disclosure of financial statement to the public and at least 3 days after disclosure of such information to prevent any wrongfully use of inside information.

Internal Control System

The Board of Directors places importance on good corporate governance and internal control systems, both at management and operation level. Internal control system is a key mechanism to provide confidence to the executives to reduce business risks, support effective business operations by allocating properly resources to achieve the targeted objectives. It can prevent assets from leakage, lost or wrongfully exploited. It can also make annual report accurately and credibility, including can help the personnel to comply with related laws and regulations as well as to protect the shareholders’ investments. As a result, the Company has defined a clearly written policy on duties, operational powers of the executives and employees, on control usage of the Company’s assets, including to appropriated segregate the operating person, the supervising person and the evaluating person for purpose of balance of power and cross checking.

The Board assigns the Audit Committee to audit suitability and efficiency of internal control systems established by the executives, relating to operation, financial reporting, compliance with rules, regulations, policies and corporate governance including risk management. The Board also emphasizes on advance warning signs and irregular transactions. The Company has engaged Pitisevi Office to be the Company’s internal auditor to audit and ensure that the Company has adequate and proper internal control systems. For full independency and balance of power, such internal auditor shall directly report to the Audit Committee. The Company shall constantly follow up and evaluate adequacy of the internal control systems at least once a year to ensure effectiveness of the system.

Risk Management

The Board is aware of the importance of risk management and is responsible for defining overall risk management policy of the organization, assessing risk and managing them to be in acceptable level. The Board has appointed Risk Management Committee which comprised Mr. Chanchai Jivacate, Mr. Kitti Jivacate, Miss Nilrat Jarumanopas, Assoc. Prof. Dr. Aekkachai Nittayagasetwat, Assoc. Prof. Dr. Paritud Bhandhubanyong and Miss Jeerapan Jinda to oversee and make sure that risk management is effective and is compliance with the specified policies. Overall principles are that there shall be measures to tackle any risks that might prevent achievement of the planned business operations. The Company also encourages and stimulates everybody to build up working culture that realizes importance of risks and understands their cause then corrects them, for instance improving working procedures, using resource properly as well as using tools to prevent or mitigate any possible risks. The abovementioned systematic operations can provide new business opportunities which can add value to the organization.

Report of the Board of Directors of the Company

The Board is responsible for the financial statement of the Company and assigns the Audit Committee to audit and prepare the financial report in accordance with the generally accepted accounting principles. The Company’s important information must be adequately and transparently disclosed. Accounting Department and/or the auditor shall have joint meting and present financial report to the Board of Director every quarter. The Board of Directors is responsible for the Company’s financial information including financial information system (Report on Responsibilities of the Board of Directors to the Financial Report) as presented in the annual report. Such financial statement has been prepared pursuant to generally accepted accounting standards and has been audited by D I A International Auditing Co., Ltd., the Company’s auditor. Disclosure of important information system including financial and non-financial information shall be based on complete facts and on regularly basis.

5.3 The Meeting of the Board of Directors

Generally, the Board shall have a meeting every 3 months and an extraordinary meeting may be arranged in case of necessity. For each meeting, a clear agendum is specified with correct, complete and adequate supporting documents submitted to each director in advance prior to the meeting so that the director can have time to study information before attending the meeting, Except in case of emergency. Minutes of meeting of the previous meetings which have been approved from the Board of Directors’ meeting shall be kept and available for inspection any time. Furthermore, the Company must prepare and submit a monthly performance report to the Board of Directors for acknowledgement, so that the Board can be informed of the Company’s business and can supervise operations of the executives continually and in due time.

During the meeting, the Chairman of the Board of Directors and the Managing Director shall jointly set agenda for each Board meeting and each Board member is allowed to suggest agenda items.

The Chairman shall lead the meeting and all other directors are encouraged to express their views independently. Top executive may attend the meeting during some agenda to provide detailed information that they are responsible for and to be informed of the policy directly. Resolution of the Board of Directors’ meeting shall be made by a majority of votes where each director shall have one vote. The director who might have any conflict of interest shall not attend the meeting and/or shall not cast the vote. In the event of a tie, the chairman of the meeting shall have an additional casting vote.

All committee members are entitled to inspect meeting document and other important document and if the Independent Director or the Audit Committee has any inquiries, other committees and the executives of the Company shall answer such inquiries accurately and as soon as possible.

In the event where the committee does not agree with the resolution of the meeting, such committee may ask the Company’s secretary to record such disagreement in minute of meeting or submit an objection notice to the Chairman of the Board.

The Company’s secretary shall attend the Board of Directors’ meeting every time to record a minute and submit it to the Chairman of the Board to sign and certify. Such minute shall be proposed to the meeting in advance prior to the meeting. Moreover, the Board of Directors has a policy that non-executive directors shall hold meeting among themselves exclusively to consider important problems relating to the management of the Company and notify the Managing Director of the results of the meeting. The participation of each committee member can be summarized as follows

	Participation/Total Meeting (Times)
	2010
	Board of Director 6 times	Audit Committee 5 times	Executive Committee 8 times	Risk Management Committee 1 time	Nomination &Remuneration Committee 2 times
1. Mr. Chanchai Jivacate	6/6	-	-	1/1	-
2. Mr. Kitti Jivacate	6/6	-	8/8	1/1	-
3. Miss Nilrat Jarumanopas	6/6	-	8/8	1/1	-
4. Mr. Chatchaphol Prasopchoke	6/6	-	7/8	-	-
5. Assoc. Prof. Dr. Aekkachai Nittayagasetwat	6/6	5/5	-	1/1	2/2
6. Assoc. Prof. Dr. Paritud Bhandhubanyong	6/6	5/5	-	1/1	2/2
7. Miss Jeerapan Jinda	6/6	5/5	-	1/1	2/2

Note :

1. Directors No. 1, 4-7 who are Mr. Chanchai Jivacate, Mr. Chatchaphol Prasopchoke, Assoc. Prof. Dr. Aekkachai Nittayagasetwat, Assoc. Prof. Dr. Paritud Bhandhubanyong and Miss Jeerapan Jinda have been appointed as directors on January 28, 2010.
2. During the meeting of the Board of Directors No. 1/2010 on February 2, 2010, the meeting has resolved to appoint the Audit Committee, Risk Management Committee and Nomination and Remuneration Committee.
3. The meeting of the Board of Directors No. 2/2010 on April 1, 2010, has resolved to appoint the Executive Committee.

5.4 Remuneration

The remuneration policy of the Company for the directors and the executives is appropriated and is based on the Company’s performance and consistency with the same group of business/industry including appropriateness to duties and responsibilities of each director and executive. Remunerations are provided in committees’ remuneration and/or salary and bonus.

Remuneration to the Committees and the Sub-committees the 2010 Annual General Meeting of Shareholders dated April 22, 2010 has approved remuneration to the Committees and the Sub-committees as per details in Clause of Remuneration to the Committees and the Executives.

Remuneration to the Managing Director and the executives The Company carefully considers about remuneration to the Company’s executives to ensure that it is appropriated and in comparable rate with the same group of business in order to attract and retain the qualified executives. The executives with greater duty and responsibilities are paid more.

5.5 Development of the Board of Directors and the Executives

The Board of Directors has a policy to encourage and facilitate on provision of trainings to all relevant directors who have roles on supervising the Company’s performance, such as directors, members of the Audit Committee, executives and etc to enable them to continuously improve their performance. Every time there is a change in director or a new director, the Company shall provide a new director with material and useful information for fulfilling his/her duty as well as an introduction to the Company’s various businesses and business direction.

The use of Inside Information

For transparency and prevention of personal gains from use of the Company’s inside information which has not been disclosed to the public as well as for avoidance of any criticism concerning an appropriateness on purchase and sales shares by the internal people, the Company, therefore, has established the operating guidelines to be observed by the Company’s directors, executives and employees as follows:

1. The Company’s directors, executives and employees shall maintain confidentiality and/or inside information of the Company by not disclosing it or using it for his/her own benefits or for benefits of the third party directly and indirectly. They shall not purchase, sell, transfer or accept transfer the Company’s share by using confidentiality and/or inside information of the Company and/or undertake any legal action by using confidentiality and/or inside information of the Company which might pose damages to the Company, directly or indirectly.
2. 2. The directors, executives, employees in the working unit who can obtain inside information shall not use such information before it is disclosed to the public and shall not purchase, sell, transfer or accept transfer shares of the Company during the 1 month period prior to the quarterly or yearly financial statement has been disclosed to the public and at least 3 days after the disclosure of such information.

In addition, such requirement shall also apply to spouse and children under legal age of the Company’s directors, executives and employees. Those who violate shall be subject to disciplinary or legally penalty, as the case may be.

5.6 Personnel

As at December 31, 2010, the Company has total 36 employees (excluding the executives) and all of them are permanent employees which can be divided into each line of business as follows:

Department	Number of Employee
Sales	13
Warehouse and Transportation	7
Accounting and Finance	4
General Administration	12
Total	36

• Employees’ remuneration

  In 2010, total remuneration paid by the Company was Baht 16.19 million comprising of salaries, cost of living, commission for sales of goods, vehicle cost, provident fund, social security fund, bonus and other benefits (excluding the executives).

• Provident Fund

  The Company has established a provident fund since February 1, 2004 with SCB Asset Management Co., Ltd. Later, on July 30, 2009, the provident fund manager has been transferred to Kasikorn Asset Management Co., Ltd. with objective to strengthen morale support to the employees and to motivate them to work with the Company for a long run.

• Other remunerations

  --N/A—

• Personnel Development Policy

  The Company has a policy for personnel development constantly, beginning from recruitment process. The Company provides training both within the country and abroad to enhance their capability and skills pursuant to their responsibilities at each level, so that they can work effectively and efficiently which shall strengthen the organizational performance. Annual Report 2010 148 Universal