:: Corporate Governance ::

Good Corporate Governance and Management

Corporate Governance Policy

The Board of Directors believes that the Principles of Good Corporate Governance are essential factors in maximizing long-term earnings to stakeholders. The Board granted its approval to the (Revised) Policy of Good Corporate Governance on April 18th, 2007 for internal use and continued development. This Policy covers five major areas.
1. The Board of Directors
2. The Rights and Equitable Treatment of Shareholders and other Stakeholders
3. Information Disclosure and Transparency
4. Internal Control and Risk Management
5. Corporate Philosophy and Code of Conduct

Management Structure and Nominating the Board of Directors

* As of December 31, 2007

The Board of Directors

Names of Directors	Title	Number of Shares Held
Mr. Paron Israsena	Chairman and Independent Director	-0-
Prof. Hiran Radeesri	Director, Chairman of the Audit Committee and Independent Director	-0-
Mrs. Charintorn Vongspootorn	Director, Member of Audit Committee and Independent Director	-0-
Miss Paengpanor Boonklum (1)	Director, Member of Audit Committee and Independent Director	-0-
Mr. Samrieng Mekkriengkrai (2)	Director, Member of Audit Committee andIndependent Director	-0-
Mr. Kraisorn Pornsuthee	Director and representative of Ministry of Information and Communication Technology	-0-
Mr. Boonklee Plangsiri (3)	Director	500
Dr. Nongluck Phinainitisart (4)	Director and Member of Executive Committee	69,000
Dr. Dumrong Kasemset	Director and Chairman of Executive Committee	8,357,497
Mrs. Siripen Sitasuwan (5)	Director and Member of Executive Committee	-0-
Miss Nidchanun Santhavesuk (6)	Director and Member of Executive Committee	-0-
Mr. Somprasong Boonyachai	Director and Member of Executive Committee	200

Note:
1) Resigned on May 11th, 2007
2) Appointed director to replace Miss Peangpanor Boonklum on August 10th, 2007
3) Resigned on May 4th, 2007
4) Appointed director to replace Mr. Boonklee Plangsiri on May 11th, 2007
5) Resigned on May 8th, 2007
6) Appointed director to replace Mrs. Siripen Sitasuwan on May 11th, 2007
- Dr. Nongluck Phinainitisart is the Secretary to the Board of Directors.

Composition and Independence

The Company’s Board of Directors comprises nine experienced directors covering various fields of business experience. One third of the board and at least three is Independent Director. At least half of the directors are non-executive directors to balance power between oversight and management functions. The authorized directors are Dr. Dumrong Kasemset or Mr. Somprasong Boonyachai or Miss Nidchanun Santhavesuk. Two of the three directors are required to sign on behalf of the Company together with the Company’s seal affixed.

Definition of Independent Director

An independent director is a qualified and independent person based on the Stock Exchange of Thailand’s guidelines;

Holding shares not more than 0.5 percent of paid-up capital of the Company, affiliated company, associated company or related company, including shares held by persons related to the independent director.
Being a director who does not take part in the management of the company, affiliated company, associated company, related company or majority shareholder of the Company.
Being a director who has no direct or indirect benefit or interest in finance and management of the Company, affiliated company, associated company, related company, or major shareholder of the Company and one year must have passed since he ceased to have such benefit or interest unless the Board of Directors considers otherwise.
Being a director who is not a related person or close relative of any management member or majority shareholder of the Company.
Being a director whom is not appointed as a representative to safeguard interests of the Company’s directors, majority shareholders or shareholders who are related to the Company’s majority shareholders.

In addition, an independent director shall be capable of giving opinions or reporting the results of performance of work according to the duties delegated free of any interest concerning personal benefit/position and free of the control of any party including any forced circumstance which may obscure an independent opinion.

Leadership and Vision of the Board of Directors

The Board of Directors as representatives of the shareholders has the duty to oversee that the management will perform in accordance with company’s objectives, policies, procedures, rules, regulations and resolutions from the shareholders’ meeting with honesty, loyalty and meticulously takes care of shareholders’ interest including other stakeholders. To conduct their duties,
the board participates in review process of vision, mission, strategies, target setting, business plan and budget of the Company. The Board has agreed with segregation of duties and responsibilities among The Board, the Audit Committee, the Sub-Committees and management. In addition, the board has mechanisms to oversee and follow up management operation and management control in an appropriate and timely fashion.

Responsibilities

In the Board of Directors meeting no. 3/2006 on March 21, 2006, the Directors have revised their duties and responsibilities, in writing, as follows:

•	To establish the policies, assign the business direction for the Company and subsidiaries including exercise authority over management to assure operating efficiency and effectiveness in order to maximize benefit to shareholders and continuous improvement.
•	To consider and decide upon significant issues on business operation of the Company and subsidiaries, such as policies, business plan, asset acquisition and disposal , project investments, level of authorities and other issues required by law.
•	To monitor performance of management in terms of efficiency for the best interest of the Company and subsidiaries by establishing accounting systems, reliable financial reporting and auditing, including evaluation process for effectiveness and efficiency of internal control systems, risk management and appropriate follow up procedures.
•	To ensure no conflicts of interest among stakeholders through a process review of related party transactions.
•	To ensure business operation is in accordance with good corporate governance and ethics.
•	To review the corporate governance policy and evaluate compliance with corporate governance policy at least once a year.
•	To have Board of directors conduct performance self-evaluation annually.
•	The Board may delegate power to any individual to conduct business on specific cases or other matters. The delegation of power shall not include power to execute conflict of interest or transactions in the Company or subsidiaries as prescribed in the Company’s Articles of Association or as regulated by the Securities and Exchange Commission or the Stock Exchange of Thailand except in the cases which are in compliance with the policy or the criteria approved by the Board. The Board also prescribed the procedure for directors and management to report their stock-holding in the company including those of their spouse and minor children, in accordance with the rules and regulations of the Securities and Exchange Commission and Stock Exchange of Thailand.

The Company also has a policy to have an annual review of corporate governance policy by Directors in order to comply with the Stock Exchange of Thailand and international practice of The Organization for Economic Co-Operation and Development (OECD).

Appointing the Board

The Board should be qualified based on experience according to company requirements, having no prohibited conditions according to the Public Company Limited Act or other related laws. The Board shall have sufficient time to devote its knowledge and ability to work for the Company. The Board of Directors hasassigned a nomination sub-committee that will be responsible for director selection and propose their appointment at the Shareholders’ Meeting. The Company has a policy requiring the director to hold office of director in not more than five other companies and the term of the director is three years.
According to the Articles of Association, the term of one third of the directors shall end every Annual General Meeting of Shareholders. The longest serving directors shall be due first, and may be re-elected to resume duty. In case of vacancy (ies) due to other reasons, the Board, by a vote in which three fourths of its members agree, shall elect someone who has qualifications and no prohibited conditions according to clause 68 of the Public Companies Act, B.E. 2535 (1992). The Board can thereby appoint him/her a director in the next Meeting. An exception is the case of a term with less than 2 months remaining, where the term of the newly appointed director shall expire at the same time as the preceding director. The Company has a Nominating Sub Committee to select a new director for appointment. The Company does not limit the maximum times a director may be re-elected. Neither is their age an issue, but rather their working capability. The Company has a policy of supporting the participation of directors in seminars and training courses organized by concerned bodies such as SET or IOD which are useful for the performance of duties of directors. New directors will be provided with documents and information on the Company’s business to enable the new director to perform his/her duties efficiently.

Chairman of Board of Directors and Chairman of the Executive Committee

The Company has a policy on segregation of duties between the Chairman of the Board, and the Chairman of the Executive Committee, that they shall not be the same person, in order to maintain a balance of power between direction and management functions.

The Chairman of the Board is leader of directors and is responsible for monitoring and supervising management functions of the Executive Committee in accordance with the approved business plan. The Chairman also acts as the chairman of the Board of Directors’ and at Shareholders’ meetings.
The Chairman of the Executive Committee is the head of the Company’s management team, responsible to the Board to achieve the approved business plan and reports the business performance to the Board

Board Meetings

Meeting schedule is determined in advance to be held six times in a year. Additional meetings may be held as required. At the meeting, the Chairman of the Board will allocate sufficient time for management to provide document and information for discussion on significant issues. All directors are open to discuss and provide opinions including initiating meeting agenda(s). The secretary of the Board is responsible for making arrangement for the meeting, preparing adequate document and information attached to the meeting invitation and send to the directors at least seven days in advance. This will allow the director to have sufficient knowledge of the concerned agenda. The meeting normally takes three hours and it has formal minutes in writing that are always available to the directors for their review. The director who has an interest in the transactions cannot be in the meeting. In year 2007, the Board held regular meetings 4 times and special meetings 10 times, with the participation of the following directors.

Directors	Regular Meetings		Special Meetings
Directors	Meeting	Participation	Meeting	Participation
Mr. Paron Israsena	4	4/4	10	9/10
Prof. Hiran Radeesri	4	4/4	10	8/10
Mrs.Charintorn Vongspootorn	4	4/4	10	10/10
Miss Paengpanor Boonklum (1)	3	1/3	6	4/6
Mr.Samrieng Mekkriengkrai	1	1/1	4	4/4
Mr. Kraisorn Pornsuthee	4	1/4	10	2/10
Mr. Boonklee Plangsiri (2)	2	1/2	4	4/4
Dr. Nongluck Phinainitisart	2	2/2	6	4/6
Dr. Dumrong Kasemset	4	4/4	10	10/10
Mrs. Siripen Sitasuwan (3)	2	1/2	4	3/4
Miss Nidchanun Santhavesuk	2	2/2	6	6/6
Mr. Somprasong Boonyachai	4	3/4	10	7/10

Note:

(1)	Resigned from the Board and appointed director replaced by Mr. Samrieng Mekkriengkrai on August 10th, 2007 and the registration of change of director was made at the Ministry of Commerce on August 16th, 2007.
(2)	Resigned from the Board and appointed director replaced by Dr. Nongluck Phinainitisart on May 11th, 2007 and the registration of change of director was made at the Ministry of Commerce on May 16th, 2007.
(3)	Resigned from the Board and appointed director replaced by Miss Nidchanun Santhavesuk on May 11th, 2007 and the registration of change of director was made at the Ministry of Commerce on May 16th, 2007.

The Sub-Committee

The Board of Directors has established three Sub-Committees which are the Audit Committee, the Remuneration Sub-Committee and the Nomination Sub-Committee.

Audit Committee

Members	Position	Meeting	Participation
1. Prof. Hiran Radeesri	Chairman of the Audit Committee and Independent Director	13	13
2. Mrs.Charintorn Vongspootorn	Member of Audit Committee and Independent Director	13	13
3. Miss Paengpanor Boonklum*	Member of Audit Committee And Independent Director	9	4
4. Mr. Samrieng Mekkriengkrai	Member of Audit Committee And Independent Director	4	4
* Resigned from the Board and appointed Mr. Samrieng Mekkriengkrai as a replacement director on August 10th, 2007.

All three members of the Audit Committee are independent directors and one must have experience in Finance and Accounting. The Audit Committee must be independent according to the Announcement of the Stock Exchange of Thailand. The term of office is the same as that of the director which is three years and may be re-appointed but not more than two consecutive terms unless the Board of Directors considers otherwise. In 2007, the Audit Committee held 13 meetings and conducted meetings in accordance with the following duties and responsibilities:

•	To review that the Company has accurate financial reports in accordance with generally accepted accounting principles and sufficient information disclosure.
•	To review that the Company has appropriate and effective internal control systems and internal auditing activities.
•	To review whether the Company has complied with the laws on securities and exchange, rules and regulations of the Stock Exchange of Thailand, including the laws relating to the Company’s business.
•	To select, appoint and review the compensation of the external auditor and hold exclusive meeting with the external auditor at least once a year.
•	To review and provide opinions on connected transactions and those that might have conflict of interest including to review the disclosure of information on connected transaction to ensure its correctness and adequacy.
•	To review the result of risk management to ensure that the Company has an effective and appropriate risk management system.
•	To review Internal Auditing Activities and approve, the appointment, the transfer, and the annual performance evaluation of the Chief of Internal Auditing.
•	To prepare the Corporate Governance Report of The Audit Committee and disclose it in the Company’s Annual Report. The report must be signed by the Chairman of the Audit Committee.
•	To review and approve budget and manpower of the Office of Internal Audit.
•	To report activities of the Audit Committee to the Board of Directors at least 4 times a year.
•	To carry out audit committee activities, the Committee has the power to invite concerned management or employees to provide opinions, to join meetings or render necessary documents.
•	Having power to hire independent consultants or professionals when needed.
•	To review duties, responsibilities and conduct self-evaluation annually.
•	To perform any assignment by the Board of Directors that has been agreed upon by the Audit Committee.

The members of the Audit Committee also holds meeting among themselves exclusively to consider important problems relating to the management of the Company and notify the Chief Executive Officer and the Board of the results of the meeting
The Audit Committee conducted self-evaluation and reported the result to the Board of Directors in the Board of Directors’ meeting no.2/2008 on February 20th, 2008.

Remuneration Sub-Committee

..........................................................................................................................................................
1.  Mr. Paron Isarasena                           Chairman of the Sub-Committee
2.  Mr. Boonklee Plangsiri*                       Member
3.  Mrs. Charintorn Vongspootorn            Member
4. Mr. Somprasong Boonyachai              Member
..........................................................................................................................................................
*Resigned and appointed Mr. Somprasong Boonyachai as a replacement member on May 11th, 2007.

The Remuneration Sub-Committee comprises of three members of which the chairman is the independent Director. The two members are one non-executive director and one independent director. The Sub-Committee’s scope of work and responsibilities are:

•
To determine appropriate and reasonable remuneration, both monetary and non-monetary annually in order to be incentives and maintain the Board, Sub-Committees, and senior Management of the Company.

•
To prepare policies and criteria to determine remuneration of the Board for approval by the Board and/or the Shareholders’ meeting, as the case may be.

•
Report to the Board, and be responsible for providing explanations and clarifications about remuneration of the Board of Directors, in Shareholders’ meetings.

•
To perform any assignment by the Board of Directors.

In 2007, the Remuneration Sub-Committee took into account the business performance of the Company and the industry-wide standard of directors’remuneration in recommending the directors’ remuneration to the Shareholders’meeting, which was within the total amount approved by the Annual General Meeting for the year 2007.

Nomination Sub-Committe

..........................................................................................................................................................
1.  Mr. Paron Isarasena                            Chairman of the Sub-Committee
2.  Mr. Boonklee Plangsiri*                      Member
3.  Mrs. Charintorn Vongspootorn           Member
4. Mr. Somprasong Boonyachai             Member
..........................................................................................................................................................
*Resigned and appointed Mr. Somprasong Boonyachai as a replacement member on May 11th, 2007.

The Nomination Sub-Committee comprises of three members of which the chairman is the independent director. The two members are one non-executive director and one independent director. The Sub-committee’s scope of work and responsibilities are:

•	To determine policies and criteria for nominating the board and subcommittees of the Company.
•	To nominate directors by considering appropriate persons for approval by the Board, and/or Shareholders’ meeting, depending on the case.
•	To select appropriate persons to be nominated as Chairman of the Executive Committee when there is a vacancy and criteria for succeeding senior management.
•	To perform any assignment by the Board of Directors.

In 2007, the Nomination Sub-Committee selected and nominated qualified persons for the position of director and submitted to the Board for consideration and approval to recommend to the Annual General Meeting for the year 2007 for appointment as the Company’s directors.
In the year 2007, the Remuneration Sub-Committee held two meetings and the Nomination Sub-Committee held three meetings. The Chairman and two members attended all the meetings.

Selection of the Board of Directors

The Company has appointed the Nomination Sub-Committee to select qualified persons who has appropriated educations and experiences. In case there is a vacancy, the Nomination Sub-Committee will review qualification of the persons before nominating a number of them to the Board of Directors. The Board will review and select a nominee director to fit the vacancy and propose at the shareholders’ meeting for approval in accordance with rules and regulations specified in the Articles of Association of the Company as follows:

1.	Each shareholder shall have a number of votes equal to the number of shares held.
2.	Each shareholder may exercise all the votes he/she has under item 1 to elect one or several persons as director or directors. If several persons are to be elected as directors, the shareholder may not allot his/her votes to any person in any number.
3.	The candidates shall be ranked in order descending from the highest number of votes received to the lowest, and shall be appointed as directors in that order until all of the director positions are filled. Where the votes cast for candidates in descending order are tied, which would otherwise cause the number of directors to be exceeded, the Chairman is entitled to a casting vote.

In the selection of an appropriate director, the Nomination Sub–Committee and the Board of Directors shall select a person who has the qualifications and who possesses no prohibited characteristics under Section 68 of Public Company Limited Act B.E.2535 and the notifications of the Securities and Exchange Commission and the Stock Exchange of Thailand. In addition, the Board also considers competence, knowledge, experience and their managerial skills to assure that the nominee shall be of the best advantage to the Company’s business.

The Board of Directors’ Self-Evaluation

At the meeting of Board of Directors no.2/2008 on February 20th, 2008, the Board of Directors conducted its self-evaluation using the form of the Stock Exchange of Thailand. The Board is of the opinion that its self-evaluation is an important step in the development of good corporate governance and the result of the self-evaluation has been forwarded to the Nomination Sub-Committee for use in the next selection of directors.

Executive Committee

..........................................................................................................................................................
1. Mr. Dumrong Kasemset                            Chairman of the Executive Committee
2. Mr. Somprasong Boonyachai                    Member
3. Mrs. Siripen Sitasuwan*                           Member
4. Dr. Nongluck Phinainitisart                        Member
5. Miss Nidchanun Santhavesuk                    Member
..........................................................................................................................................................
*Resigned from the Executive Committee on May 10th, 2007.

The Executive Committee comprises the Executive Chairman of the Satellite and International Business Line, the Executive Chairman of the Wireless Business Line, the President, and/or the appropriate person(s), as approved by the Board
of Directors. The Board has agreed to their scope of duties and responsibilities in writing at its meeting no.5/2000 on November 13, 2000 amended at its meeting no.2/2005 on February 17, 2005 as follows:

•	To establish policies, directions, strategies, and core management structure for business operations in line with economic and competitive conditions that have been defined and declared to shareholders and submitted to the Board for approval.
•	To prepare business plans, budgets, and level of authorities and submitted to the Board for approval.
•	To monitor policy implementation and management directions in terms of efficiency and as appropriate to business conditions.
•	To monitor the operating performance of the Company as it is conducted according to the approved business plan.
•	To consider any significant investment project.
•	To prepare the Company Performance Report and submit to the Board on a monthly basis.
•	To conduct other Board assignments
•	The Committee may delegate power to any individual to conduct business in specific cases or other matters. The delegation shall not include the power to execute conflict of interest or transactions conducted by the Company or subsidiaries as prescribed in the Company’s Articles of Association or as regulated by the Securities and Exchange Commission or the Stock Exchange of Thailand, except in the cases which are in compliance with the policy or the criteria approved by the Board.
•	The Executive Committee has the authority to approve financial transactions up to Baht 800 million. This includes general expenses in normal business operations, project investment, capital asset or fixed asset investments, borrowings, lending, credit line facilities, debt instrument offerings, guarantees, loans or credit guarantees. Exceptions to this are transactions of money deposits and withdrawal, and foreign exchange and interest rate risk hedging instruments. The limits on its authority to approve these issues are set at Baht 2.5 billion and Baht 1.5 billion, respectively. However, in the acquiring or selling of asset, or any financial aids to related company, it must act as prescribed in the Announcement of the Stock Exchange of Thailand.

The Executive Committee may delegate power to managerial employees to approve one or more such financial transactions according to the Executive Committee’s discretion. The delegation shall not include power to execute conflict of interest or transactions in the Company or subsidiaries as prescribed in the Company’s Articles of Association or as regulated by the Securities and Exchange Commission or the Stock Exchange of Thailand, except in the cases which are in compliance
with the policy or criteria approved by the Board.

Management Team

Dr. Dumrong Kasemset Chairman of the Executive Committee – Satellite & International
Dr. Nongluck Phinainitisart President	Mr. Paiboon Panuwattanawong Managing Director – IPSTAR Operations
Mr. Yongsit Rojsrivichaikul Executive Vice President – Marketing and Sales	Mr. Atip Rittaporn Managing Director – International Business
Mr. Kamonmit Vudhijumnonk Vice President - Legal	Mr. Tanadit Charoenchan Executive Vice Presiden–Finance & Accounting
Mr. Makin Petplai Vice President–Sales Thailand, Indochina & China	Mr. Pradeep Unni Vice President–Sales Asia, Eastern Europe & America
Mr. Teerayut Boonchote Vice President IPSTAR Operations	Mr. Sivaraks Phinicharomana Vice President – Internal Audit
Mr. Teerawat Kusalangkoonwat Vice President Management Information Systems	Mr. Pramook Chaiwongwutthikul Vice President Engineering and Space Operation
Mr. Somnuk Reantragoon Vice President – Human Resources

Remuneration of Directors

      1. Directors Remuneration
        The Company established a compensation policy of the Board of Directors at a fair level by comparing it with the survey conducted by the Thai Institute of Directors and adjusted accordingly when there is change. Besides, the Board also considers additional compensation when directors have more duties and responsibilities at the sub committee level.
        The monetary remuneration of five members of the Board of Directors in year 2007 was 8,000,000 Baht, composed of monthly allowance, bonus, and meeting allowance. The directors nominated by Shin Corporation and directors who are executives are not entitled to remuneration as director/executive director.

Names of Directors	Board of Director				Sub-Committee				*Total Remuneration 2007**
	Monthly Allowance	Bonus	Meeting allowance directors	Total	Meeting Allowance			Total
	Monthly Allowance	Bonus	Meeting allowance directors	Total	Audit Committee	Nomination Sub-Committee	Remuneration Sub-Committee	Total
Mr. Paron Israsena	1,800,000	350,000	-	2,150,000	-	-	-	-	2,150,000
Mr. Hiran Radeesri	420,000	550,000	300,000	1,270,000	325,000	-	-	3250,000	1,595,000
Mrs. Charintorn Vongspootorn	300,000	450,000	350,000	1,100,000	350,000	75,000	50,000	475,000	1,575,000
Mr. Kraisorn Pornsuthee	300,000	200,000	75,000	575,000	-	-	-	-	575,000
Miss Paengpanor Boonkhum	125,000	100,000	125,000	350,000	100,000	-	-	100,000	450,000
Mr. Samrieng Mekkriengkrai	125,000	250,000	125,000	500,000	100,000	-	-	100,000	600,000
Total	3,070,000	1,900,000	975,000	5,945,000	875,000	75,000	50,000	1,000,000	6,945,000

* Monthly Allowance and Meeting Allowance paid between January - December 2007, except for Bonus paid in February 2008 (Recorded as an accrual basis)

      2. Management Remuneration
        The remuneration of 14 members of the management in year 2007 was Baht 82,910,060 (excluding the remuneration of the Executive Chairman of Satellite and International Business and the remuneration in January – June 2007 paid by Shin Corporation), was composed of salary, bonus, provident fund, and other fringe benefits. Such remuneration was based on the business performance of the Company and the performance of each executive.

      3. Other Remuneration
        The Company has an Employee Stock Option Plan (ESOP) planned for a period of five years as a means of motivating and rewarding employees. (Please see more details under “Capital Structure” section.)

Name list of Directors and Employee Who Receive Warrant

Name	Grant I Number of Issues and Offers 8,000,000 Units		Grant II Number of Issues and Offers 4,400,100 Units		Grant III Number of Issues and Offers 5,894,200 Units
Name	No.of Unit	%	No.of Unit	%	No.of Unit	%
1. Dr. Dumrong Kasemset	2,436,400	30.46	1,235,200	28.07	1,154,200	19.58
2. Dr. Nongluck Phinainitisart	1,692,800	21.16	637,100	14.48	600,000	10.18
3. Mr. Yongsit Rojsrivichaikul	700,000	8.75	209,800	4.77	550,000	9.33
4. Dr. Avudh Ploysongsang*	204,300	2.55	100,000	2.27	160,000	2.71
5. Mr. Kamonmit Vudhijumnonk	203,600	2.55	72,700	1.65	140,000	2.38
6. Mt. Tanadit Charoenchan	162,000	2.03	218,000	4.95	240,000	4.07
7. Mr. Paiboon Panuwattanawong	399,900	5.00	527,300	11.98	700,000	11.88
8. Mr. Makin Petplai	173,800	2.17	209,800	4.77	400,000	6.79
9. Mr. Pradeep Unni	260,700	3.26	209,800	4.77	400,000	6.79
10. Mr. Sivaraks Phinicharomana	221,400	2.77	107,000	2.43	140,000	2.38
11. Mr. Teerayut Boonchote	218,900	2.74	113,200	2.57	240,000	4.07
12. Mr. Teerawat Kusalangkoonwat	379,300	4.74	171,400	3.90	240,000	4.07
13. Others	946,900	11.84	588,800	13.38	930,000	15.78
Total Warrants issued	8,000,000	100.00	4,400,100	100.00	5,894,200	100.00

         Note: Proportion of warrants under Grant I and Grant II equal to 1 warrant to 2.04490 common stock.
                  Proportion of warrant Grant III equal 1 warrant to 1.02245 common stock.
                *Resigned from the Company on July 1st, 2006.

The Annual General Meeting of Shareholders for the year 2005 on March 31, 2005 approved the Employees Stock Option Plan, Grant IV (ESOP; Grant IV) to the total amount of 7,562,100 units

The list of directors and employees entitled to receive warrants under ESOP, Grant IV is given below:

Names

No. of Warrants Allocated (Units)

% (of the Program)

1. Dr. Dumrong Kasemset	929,900	12.30
2. Dr. Nongluck Phinainitisart	500,000	6.61
3. Mr. Yongsit Rojsrivichaikul*	440,000	5.82
4. Dr. Avudh Ploysongsang	140,800	1.86
5. Mr. Kamonmit Vudhijumnonk	105,900	1.40
6. Mr. Tanadit Charoenchan	250,000	3.31
7. Mr. Paiboon Panuwattanawong	900,000	11.90
8. Mr. Makin Petplai	400,000	5.29
9. Mr. Pradeep Unni	350,000	4.63
10. Mr. Sivaraks Phinicharomana	136,100	1.80
11. Mr. Teerayut Boonchote	250,000	3.31
12. Mr. Teerawat Kusalangkoonwat	225,000	2.98
13. Mr. Atip Rittaporn	400,000	5.29
14. Mr. Komsan Sereepapong	70,000	0.93
15. Mr. Jiroj Srinamwong	70,000	0.93
16. Other employees	2,394,400	31.66

Total Warrants Issued	7,562,100	100.00

Note: Proportion of warrants under Grant IV equal to 1 warrant to 1.02245 common stock.
* Resigned from the Company on July 1st, 2006.

The Annual General Meeting of shareholders for the year 2006 held on April 24, 2006 approved the Employee Stock Option Plan, Grant V (ESOP: Grant V) in the total amount of 10,058,800 units.

The list of directors and employees entitled to receive warrants under ESOP: Grant V is given below:

Names

No. of Warrants Allocated (Units)

% (of the Program)

1. Dr. Dumrong Kasemset	1,099,800	10.93
2. Dr. Nongluck Phinainitisart	900,000	8.95
3. Mr. Paiboon Panuwattanawong	1,100,000	10.94
4. Mr. Atip Rittaporn	450,000	4.48
5. Mr. Yongsit Rojsrivichaikul	800,000	7.95
6. Mr. Pramook Chaiwongwutthikul	170,000	1.69
7. Mr. Pradeep Unni	440,000	4.37
8. Mr. Makin Petplai	600,000	5.96
9. Mr.Teerayut Boonchote	350,000	3.48
10. Mr.Teerawat Kusalangkoonwat	300,000	2.98
11. Mr. Kamonmit Vudhijumnonk	150,000	1.49
12. Mr. Sivaraks Phinicharomana	150,000	1.49
13. Mr. Tanadit Charoenchan	300,000	2.98
14. Dr. Avudh Ploysongsang*	50,000	0.50
15. Mr. Jiroj Srinamwong (Director for the Board of Subsidiary)	150,000	1.49
16. Other employees	3,049,000	30.31

Total Warrants Issued	10,058,800	100

Note: Proportion of warrants under Grant V equal to 1 warrant to 1 common stock.
* Resigned from the Company on July 1st, 2006

The Rights and Equitable Treatment of Shareholders and Stakeholders

         The Rights and Equitable Treatment of Shareholders

         The Company has a policy to conduct shareholders’ meetings according to the laws and guidelines prepared by regulatory authorities. In 2007, there were two shareholders’ meetings of the Company including the Annual General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders. Both meetings were held at the Auditorium Meeting Room, Shinawatra Tower 3, 9th Floor, no.1010, Vipavadee Rangsit Road, Chatuchak, Bangkok. The agendas of the annual general meeting and the extraordinary general meeting of shareholders were announced in the Company’s website on the date the Board of Director approved the calling of the meeting and the agenda to enable the shareholders to know of the date and the agenda of the meeting even before the notice for the meeting was sent. The invitation letter to the meeting, together with information on the meeting agenda, was distributed to shareholders approximately 21 days before the meeting date. This meeting was attended by the Chairman of the Board of Directors, Chairman of the Audit Committee, Chairman of the Nomination Sub Committee, Chairman of the Remuneration Sub Committee, Directors, and members. In each shareholder meeting, every shareholder has rights, including equitable treatment in acknowledging the information, rendering opinions and questioning according to the meeting agenda and issues under discussion. The Chairman of the meeting shall allocate sufficient time for each matter as well as promote queries and discussion. The shareholders will receive the agenda for the meeting and other documents for the meeting in advance both by post and via the Company’s website.

         In each shareholder meeting, the Company shall appoint at least one independent director to be the proxy for shareholders who cannot attend the meeting, and inform earlier on the invitation letter. The Company also educates shareholders to understand their roles and encourages them to exercise their rights to protect their interests by distributing the pamphlet from the Stock Exchange of Thailand regarding “Good Shareholder Practice”. The pamphlet contains various important topics for shareholders such as the role
of shareholders in overseeing the performance of the Board and Management, approving the financial statements, the appointment of the Company’s auditors, the appointment of directors, and fixing their remuneration, approving the increase in the Company’s registered capital and connected transactions, the voting process and the questioning of directors and management, including
demanding remedy in case their rights are violated and forming an association to protect shareholders’ rights.

         To promote the rights of the Shareholders, on December 17th, 2007, the Company has announced on the website inviting the minority shareholders to propose a qualified person to be appointed as the director of the Board of the Company and propose the meeting agenda for consideration of the annual general meeting of shareholders.

         The Rights and Equitable Treatment of Stakeholders

         The Company is aware of the rights of stakeholders, and has a policy to ensure awareness by appropriately prioritizing stakeholders such as shareholders, employees, executives, customers, partners, creditors, society and the public. There is also cooperation between stakeholders about their roles and responsibilities in order that the Company can run its business smoothly, strongly, and fairly respond to the benefit of all stakeholders.

Shareholders	:	The Company intends to run the business for shareholder satisfaction by maintaining the Company’s profitability, adequate information disclosure, reliability and equitability.
Employees	:	The Company aims to develop a culture and work environment which is conducive to open-mindedness and respect for each individual’s ideas to achieve the same objective and vision, which is to create new innovations and improve existing products.
Customers	:	The Company has acquired ISO 9000 Certification to assure customer satisfaction that products and services are of international quality.