The Board of Directors emphasizes on shareholders’ rights and ensures equitable treatment to all as prescribed in the Company’s rules and regulations and relevant laws. Shareholders hold the right to attend annual meeting, the right to appoint their proxy to vote at the meetings, the right to vote on the appointment or removal of directors, the right to cast votes in significant matters, the right to receive dividend, the right to raise opinions and questions at the meetings and the right to have sufficient and timely information.

The Board sets the annual shareholders’ meeting (AGM) once a year which is to be held within 4 months after the end of each accounting year.

In organizing the AGM, the Board puts emphasis on the shareholders’ rights. Notice to meeting contains agenda in details along with Board’s opinions is dispatched at least 14 days prior to the meeting date. With timely information, shareholders can make decisions prior to the meeting date or could appoint independent directors as their proxy. The notice of AGM is published in daily newspapers for 3 consecutive days at least 3 days ahead of the meeting. The meeting details and agenda are also posted on the Company’s website so that shareholders or investors can submit their questions in advance.

During the meeting, the Board facilitates shareholders’ attendance and voting and refrains from any actions which will limit their attendance. All shareholders are given full freedom to raise their questions and opinions.

The Company received a “Good” rating for the shareholders’ annual general meeting (AGM) of 2010 by Thai Investors Association and receive a “Good” rating for corporate governance report of Thai Listed Companies 2010 by IOD with the SEC and SET.

The Company recognizes the importance of equitable treatment to all shareholders. Shareholders’ rights are covered in the corporate governance policy and these are treated in a fair manner through following measures:

• The process to organize AGM is transparent and efficient, in line with the Company’s rules and regulations and relevant laws. Shareholders are given fair chance to raise opinions and questions, with sufficient time allocation.
• Shareholders are asked to review and vote on directors on the individual basis, and to approve the directors’ remuneration, auditor’s appointment, auditor fee and other agenda as described in the meeting invitation.
• Ballots are issued for all agenda.
• Shareholders-cum-executives are barred from proposing extra agenda without notifying others in advance, so that all shareholders have sufficient time in reviewing details of each agenda.
• Shareholders who cannot attend the meeting can appoint independent directors or other persons as their proxy, who will cast votes on behalf of them. The Company’s proxy form is designed to allow shareholders to state their voting opinions.
• The minutes of meeting are thoroughly recorded. The meeting minutes contain all significant information like the resolutions and votes, questions, explanations and opinions raised.
• Measures against insider trading among directors and executives are in place. All must report their shareholding, as well as the holdings of spouses and under-aged children. They must report on any change in the shareholdings, after acquisition, disposal or transfer, to the Securities and Exchange Commission under the Securities and Exchange Act BE1992’s Article 59, within 3 days after the acquisition, disposal or transfer.
• There are measures and procedure in place for considering and approving transactions with possible conflict of interest or connected transactions, with full compliance with the Stock Exchange of Thailand’s regulations on connected transactions, for the equitable benefits of shareholders. Moreover, the Audit Committee also thoroughly screens connected transactions and transactions with possible conflict of interest, before submission to the Board, as required by the SET.

The Company extends care and considerations to every group of stakeholders. Treatment of each stakeholder is clearly defined for employees to follow and is considered an important duty for all employees. This can be summarized as follows.

Shareholders

The Company is committed to be the representative of the shareholders in conducting business with transparency, putting in place reliable financial and accounting systems, creating optimum satisfaction for shareholders by considering the Company’s long-term growth and appropriate levels of s sustainable returns.

Customers

The Company is committed to customer satisfaction by delivering quality products at reasonable price and excellent services that meet requirements of customers.
Business Partners - The Company is dedicated to operate its business with integrity, transparency and fairness. The Company values equality and common interest with its business partners.

Creditors

The Company implements the conditions of all its loans and its other obligations to creditors to enhance confidence and trust in the Company’s commitment.

Employees

The Company nurtures its human resources and helps them improve their knowledge and skills. All employees are treated equally and compensated fairly in line with their performance. The Company also cares about health and safety of its employees and organizes many programs to promote the same.

Community and Environment

The Company places great importance of conserving natural resources
and protecting the environment. Accordingly, the Company is committed to ensure compliance with relevant laws and regulations including adherence with ISO 14001 standard for environment management. The Company works closely with provincial authorities and surrounding community and supports maintaining the quality of environment.

Government Sector

The Company is committed to strictly comply with all laws and regulations from the relevant authorities.

The Board puts emphasis on information disclosure and transparency, with sufficient information released to all stakeholders and measures to ensure the disclosure of accurate, complete and credible information in a timely manner for equal access.

The Company disseminates financial and non-financial information in compliance with related laws in a correct, complete, timely and transparent manner via the Stock exchange of Thailand. In addition, the Company’s information is disclosed in information disclosure report (form 56-1), annual report (form 56-2) and the Company’s website. Furthermore, the Company reports on the responsibility of the Board of Directors for financial statements, which appear together with the report of the independent auditors in the annual report.

The Company has pursued the Stock Exchange of Thailand’s rules and regulations governing connected transactions or acquisition and disposal of assets. Besides, the Company has set policies and guidelines to prohibit executives and related persons from using inside information for their own interests.

The Company has assigned the company secretary to liaise and serve to answer inquiries from shareholders and investors. For more information, company secretary can be contacted at Tel. 0-2253-6745 (ext. 2250) or send e-mail to suwanna.c@adityabirla.com and corporate website at www.thairayon.com

5.1 The Structure of the Board of Directors

The Board of Directors consists of qualified individuals who are knowledgeable, experience, and skill in various professions with the leadership, vision and independence in judgment. The Board of Directors is overseeing that the operations of the Company are conducted according to the defined policies in compliance with the framework of laws, objectives, regulations and shareholders’ resolutions. Directors discharge their responsibilities accountably, honestly, and discretely according to principles of best practices to perform effectively, capable of adding maximum economic value to the business and providing maximum return to the shareholders.

In 2010, the Board of Directors comprises 9 directors as follow:

• Non-executive directors 6 persons
• Independent directors   3 persons

The role of Chairman is clearly separate from executive management. All directors possess full independence in giving opinions. The Board of Directors oversees that the operations of the Company are conducted according to defined policies in compliance with the framework of laws, objectives, regulations and shareholders’ resolutions. Directors discharge their responsibilities accountably, honestly and effectively according to the principles of good corporate governance.

Company Secretary

To comply with the good corporate governance principles of listed companies, under the category of directors’ responsibility and the terms of the Securities and Exchange Act, the Company has appointed Company Secretary to provide the Board with legal advice and remind them of all regulations that they need to know and comply with. The company secretary shall also help in conducting meetings of Board to enable them to perform efficiently and effectively for the maximum benefit to the Company and prepare & maintain critical documents including directors registration, Board meeting notices and minutes, annual reports, shareholders meeting notices and minutes and filing of reports as per regulations with Stock Exchange of Thailand.

5.2 Committees

Even though the Company has not set up other committees besides the Audit Committee, which must be established in compliance with the regulations of the SET, all of the Company’s practices in other areas such as determination of remuneration and election of directors are carried out in a careful, transparent, and honest manner.

The Audit Committee consists of 3 independent directors. The qualifications of the members meet the requirements stipulated in the announcement of the SET regarding qualifications and scope of work of the audit committee. The Committee is assigned to perform checks and balances of the management of various business activities to ensure reliability and integrity and that the best interests of all stakeholders are served.

In 2010, the Audit Committee convened 4 meetings. Records of meeting attendance of individual directors are as follows.

Name	Position	Audit Committee Attendance	Remark
1. Mr. Shyam Sundar Mahansaria	Chairman of the Audit Committee	4/4
2. Mr. Vinai Sachdev	Member of the Audit Committee	4/4
3. Mr. Ramakant Rathi	Member of the Audit Committee	0/4	Being foreign Director

5.3 Responsibilities of the Board

The Board consists of knowledgeable, capable, skilled and experienced persons who realize the importance of their roles and responsibilities. The Board takes part in formulating the vision, mission, strategies, goals, business plans and resource allocation

The Board values good corporate governance to instill trust among shareholders, investors and all other stakeholders The Code of Conduct is in place for employees to perform in accordance with the corporate governance policy.

To prevent conflicts of interest or connected transactions, the Board takes serious note of audit committees’ opinions. There are policies, code of practices and the procedure to approve transactions which might carry conflict of interest, as guidelines to executives, employees and relevant parties. The Board also ensures that the management regularly assesses business risks and formulates risk preventing and mitigation measures and report them to the Board all significant issues. These also include the risks that may affect the Company’s performance, as specified in item “Risk Factors”.

5.4 Meeting of the Board

The Board holds quarterly meetings, aside from extra meetings as necessary, with clear and prepared agenda, to review the quarterly results as well as monitor progress. The Group Executive President will review the issues before brining them up to the Board’s meetings. Each director is allowed to propose their own agenda.

In each meeting, the chairman allocates sufficient and ample time for discussion. The Board’s Meeting is convened once in 3 months and an additional meeting may be held if necessary. Each meeting will be with clearly informed agenda both for acknowledgement and for consideration. Notice of the meeting is delivered to directors at least 7 days prior to the meeting except in the event of an emergency to protect the rights or benefits of the Company. An agenda is set for each meeting and adequate supporting documents are distributed sufficiently in advance to allow directors adequate time for a thorough review. At the meeting, each director is entitled to freely discuss and comment on matters. The minutes of the meeting are prepared, approved by the Board and filed at the Company Secretary Office for future reference and verification by directors and related person.

In 2010, the Board of Directors convened 4 meetings. Records of meeting attendance of individual directors are as follows.

Name	Position	Board Meeting Attendance	Remark
1. Mr. Kumar Mangalam Birla	Director and Chairman	0/4	Being foreign director
2. Mrs. Rajashree Birla	Director	0/4	Being foreign director
3. Mr. Shyam Sundar Mahansaria	Independent Director	4/4
4. Mr. Vinai Sachdev	Independent Director	4/4
5. Mr. Ramakant Rathi	Independent Director	0/4	Being foreign director
6. Mr. Amolat Thakral	Director	4/4
7. Mrs. Rachani Kajiji	Director	3/4
8. Mr. Shailendra Kumar Jain	Director	1/4	Being foreign director
9. Mr. Pooranmal Bajaj	Director	4/4

5.5 Assessment of Board’s Performance

The Company’s Board of Directors has not yet set up a system for assessing the Board member’s performance. However, the Board will give due consideration to this matter in due course.

5.6 Remuneration

It is the Company’s policy to compensate directors and management at reasonable levels to motivate and retain quality directors and management or at levels comparable to Industrial practices. Board’s remuneration is reported to the Board and is approved at the shareholders’ meeting.

5.7 Continuing Education of Directors and Management

The Company promotes and facilitates training and the continuing education of those who are associated with the corporate governance system such as directors, Audit Committee members, management and company secretary. This enables continuous improvement to work performance. In addition, every new appointee receives introduction documents and materials beneficial to performing the new duties. An introduction session is also organized to introduce new directors to the Company’s business, strategies and plans.

Five of the Company’s directors have attended Directors Certification Program which is organized by Thai Institution of Directors (IOD).