The Board of Directors is aware of the significance of good corporate governance and has constantly striven to ensure efficiency, effectiveness and transparency in its business operations to build up the confidence and acceptance of its shareholders, employees and general public. This will bring progress and stability to the Company and benefit the shareholders, stakeholders and society as well as contributing to the advancement of the employees. The Board of Directors is committed to implement the Company's corporate governance in accordance with the principles and good practice for listed company of the SET. To achieve the goal, the Board of Directors has set the corporate governance policy for the following principles.

1. To define the corporate management structure to ensure that the Board of Directors and management team has a valid role and clearly defined duties and responsibilities
2. To assess and control all financial reports to ensure that all given information truly reflects the Company's performance; to deploy preventative measures and risk manageability to a prescribed extent
3. To deal with issues concerning conflicts of interest with caution and reason, based on the best corporate interest with transparent execution
4. To conduct disclosure of the Company's information accuracy, completeness and transparency
5. To respect the rights of ownership of the shareholders by treating each and everyone of them equally
6. To set up Code of Conduct Ethics for the Board of Directors, Management and employees to strictly follow the guidelines
7. Long-term value creation for stakeholders

The Company has set up a team of Board members and Management to professionally run the Company. The Board of Directors, in their supervisory role, ensures that the Company's business is conducted in a transparent manner, subject to auditing and fair to all parties concerned. The Board also ensures that the results of the operations are monitored closely and necessary follow-up of results, corrections and adjustments are made for the long term sustainable and profitable operations of the Company.

The Company's corporate governance policy states clearly that the Board of Directors give top priority to the rights and equality of shareholders. The Company's shareholders equally enjoy their basic rights: namely, the rights to receive share certificate and transfer shares and the right to access adequate and complete information in a timely manner for decision-making purpose. In addition, the Board of Directors also insists that shareholders have a right to attend and vote at a shareholders' meeting, to amend the Company's major policies and that they are entitled to elect and remove directors, approve the auditor's appointment and their fees.

The Board of Directors also facilitates shareholders attending the shareholders' meeting by sending adequate information in time for the meeting, urging shareholders to attend the meeting and exercise their rights or appointing a person or any independent director to vote on his/her behalf as a proxy if one can't attend the meeting. In addition, shareholders are allowed to express their viewpoints, request explanation or ask question in the meeting.

The Company is eager to treat all stakeholders fairly. The Company's policy to stakeholder has been part of its corporate governance policy where it promotes collaboration between itself & stakeholders as well as other relevant parties such as staff, customers, suppliers, creditors, government agencies, communities where the Company is located and the society in general. The Company's Code of Conduct also describes best practices for director, management and staff to perform while working where they are based on the principles of fairness and balanced cooperation. These practices cover major topics such as conflicts of interest, responsibility to shareholders and policy and treatment of staff, customers, suppliers, creditors and the society. Directors, management and staff are to learn, understand and comply with these practice guidelines on a strict basis to ensure that all stakeholders are fairly protected and treated.

In addition, the Company also reports the information of its operations and performances to stakeholders and those entitled to know in its annual report. The communication channel has been set up for stakeholders and relevant parties to voice their opinions and file grievance in case the Company unfairly treats them, which is summarized as follows.

Shareholders : The Company is committed to being a good representative of all shareholder in operating the business with transparency, taking into long-term growth & appreciation in share value and decent returns.

Employees : The Company considers its employees a key success factor and supports their professional development, attends to the quality of the work place and provides fair and proper compensation.

Suppliers/ Creditors : The Company builds good relationships for mutual benefit and strictly observes contractual agreements made with suppliers & honors all its obligations towards creditors.

Customers : The Company is committed to satisfying its customers and the public through its products and services, as well as providing confidence in its quality at suitable & affordable prices.

Communities : The Company understand and gives top-most priority to people's safety, the environment and the quality of life. The Company takes active interest in social development activities and maintains relationship with nearby community while strictly observing the spirit of laws and regulations.

The Company held one annual general meeting of the shareholders on 30 January 2007. The Board of Directors has a policy to urge shareholders to participate in decision-making process while receiving complete and adequate information in a timely to make such a decision. The notice of the meeting along with supporting documents has been sent out to shareholders 14 business days prior to the meeting date. The Board of Directors and President of the Company attended the meeting. Chairman of the meeting allows all shareholders to equally inquire about the Company's operations and appoint a proxy to exercise their votes. The Board of Directors also supports shareholders to express opinions and provides them an opportunity to seek explanations regarding its operations. In addition, The Board of Directors also posts its minutes of meeting in the Company's website within 14 days from the meeting date for shareholders to review without having to wait until the next meeting.

The Board of Directors consists of knowledgeable, capable and experienced professionals from diverse related fields, which enables the Company to perform efficiently. Based on integrity, business ethics & compliance with Directors' code of conduct. The Board of Directors exercise its power over business operation under laws, regulations and resolutions of shareholders' meetings. It also ensures strict Management performance under the Company's objectives and guidelines for the maximum benefit to shareholders. The Board of Directors defines the Company's vision, annual reviews and approves directions, strategies, policies together with financial and operating objectives for the Management's application in their respective preparation of business as well as other plans and budgets and follows up on the Management's implementation of operating plans.

Under the Board of Directors' policy on conflicts of interest, business decisions made by the Management and employees must be only for the Company's best interests. They must avoid financial or other relationships with external parties that would result in financial losses for the Company or a conflict in loyalty of interest and must not compromise the efficiency of business operation. Thosewith interests of related businesses to a matter requiring the Company's review and decisions must report their relationship and must not be involved in such decisions,including the approval of such transactions under the disclosed information relating to a possible conflict of interest with the Company. At each Board meeting, the Chairman reminds the Directors of this policy, asks them to declare a possible conflict of interest on any agenda item(s) relating to them, and asks them to refrain from expressing opinions or voting on such agenda item(s). The Audit Committee regularly presents to the Board its report on connected transactions and conflicts of interest, which are carefully prepared in line with the regulations of the SET and to be disclosed in the annual report and form 56-1. The Company's Board of Directors, Management, including their spouses and children under legal age, must report any changes in their Company share ownership to the SEC. To prevent abuse of inside information, the Management that is aware of the Company's inside information may not disclose such information to outsider or unrelated persons, and may not buy or sell TR shares within 30 days ahead of the public dissemination of its financial statements.

The Company has adopted a written code of business ethics as a guide to its administration and operation of Management and the key employees. The Company's business ethics çValues we valueé, are popularly known in the Company, which are built on the principles of Integrity, Commitment, Passion, Seamlessness and Speed. A booklet was circulated to each and every employee and workshops were conducted to ensure greater awareness and adherence to the Company values.

The Board of Directors makes sure that the numbers of directors are suitable to the size of the Company's operation. At present, the Board of Directors has 10 members, comprises of 9 non-executives directors and 1 executive director. The Board consists of 3 independent directors who are also members of the Audit Committee.

The Chairman of the Board of Directors is different person from the President of the Company. The Chairman is not in any way related to the Management. His authority is clearly separated roles, power and duties for a better balance between the Management and the corporate governance.

The remuneration of board members is appropriate, transparent and in accordance with the Company Articles of Association and subject to the approval of the meeting of shareholders. The Company has fully set out the remunerations of the Board of Directors, the Audit Committee and Management, appropriate to their position and responsibilities. The remunerations of Directors and Management are shown in annual report under the title of Remuneration

The Board of Directors' Meeting convenes once in 3 months. An additional meeting may be held if necessary. There are clear meeting agendas, both for acknowledgement and for consideration at each meeting. In addition, the meeting also has completed and adequate supporting documents which is sent to the Board of Directors as least 7 days in advance so that the Board had enough time to study it before attending the meeting. Each meeting will last approximately 2-3 hours. In the meeting, all directors were able to voice their opinions openly where Chairman of the meeting summarized comments and opinions from the meeting. In case a director has a material interest in an issue considered by the Board at the moment, he/she must leave the meeting when the matter was considered.

A minute of meeting is made in writing and, after approved by the subsequent meeting, is certified by the Chairman of the meeting. The company secretary keeps the relevant papers and minutes of these meetings and is made available to the relevant parties for inspection. In year 2007, the Board of Directors convened 4 meetings. Records of meeting attendance of individual directors are as follows.

The Audit Committee consists of 3 independent directors with tenure of three years. The responsibility is for reviewing the Company's financial statements, checking the internal control system, the risk management system and the Company's legal compliance and selecting and appointment the auditors and proposing auditing fee, reviewing the Company's disclosure of information to ensure accuracy and transparency in case there is any connected transaction or conflicts of interest. In 2007, the Audit Committees met four times. All the local members attended the entire meeting.

The Company places utmost importance on the system of control for optimal performance and transparency of operations, to reduce risk and to prevent or reduce loss that may occur in its operations. This is achieved by setting up working rules, authority and delegation guidelines, ISO work and quality procedures and monthly compliance with day-to-day monitoring by top management with reports to the Audit Committee members for their review in meetings. The above framework helps to achieve independent controls and ensure that the main operations and important financial activities of the Company are conducted according to the rules and regulations set forth.

The Board of Directors is responsible for the Company's financial statements in annual report. The financial statements have been prepared under the GAAP in Thailand where an appropriate accounting policy has been selected and implemented on a consistent basis. In addition, the Board has also entrusted the Audit Committee to monitor the quality of the Company's financial statements and its internal system. The opinion of the Audit Committee in the matter has already been stated in the Report of the Audit Committee also published in this annual report. The Board of Directors is of the opinion that the financial statements of the Company as of 30 September 2007 are correct, complete and reliable.

The Board of Directors makes sure that both financial and non-financial information relating to the Company's business and performance is disclosed in a complete, adequate and regular manner. In addition, the information must reflect the Company's actual performance and its true financial status as well as its business future while strictly complying with the laws, rules and regulations relating to the information disclosure of both the SEC and the SET. Apart from the disclosing information as required by the SET and the SEC, the Company has assigned the company secretary to liaise and serve to answer inquiries from shareholders and investors. For more information, corporate secretary can be contacted at Tel. 0-2253-6745 (ext. 2250) or send e-mail to mayuree.r@adityabirla.com and/ or suwanna.c@adityabirla.com