The Board of Directors is well aware of its role and responsibilities in promoting good corporate governance. The Board has given importance to and follows the Code of Best Practices as laid down for listed companies by the Stock Exchange of Thailand (SET).

The Company has set up teams of Board members and Management to run the company professionally. The Board of Directors also has overall supervision to ensure that the company's business is conducted in a transparent manner, subject to auditing, and is fair to all parties concerned, the results of operation are monitored closely, as well as to ensure the follow up of results, corrections and adjustments to be made and is able to prosper and grow steadily in long term.

The company has clearly assigned the scope of authority of audit committee and management in accordance with the
Company's organization structure, as well as the operational responsibilities at all levels of staff, to ensure adherence to operational plans and policies as well as to facilitate regular supervision, follow up, and corrections and adjustments in accordance with set goals. The Board of Directors has given importance to and participates in the setting of vision, mission, strategies and policies, business plan and budget of the Company annually.

Two directors including one member of audit committee and President of the company have passed the Directors Certification
Program (DCP) organized by the Thai Institute of Directors (IOD).

Coporate Governance of Thai Rayon PCL. comprise of

Board of Directors :
The company's governance structure is provided primarily by the Board of Directors. The Board meets at least 4 times every year to take stock of the quarterly and annual performance, business scenario, significant business and competitive issues.

Independent Directors :
The Board comprises of 3 independent Directors out of a total strength of 9 Directors.

Conformance to Corporate Governance Guidelines :
The company's practices also conform to the minimum 15 guidelines relating to corporate governance that the Stock Exchange of Thailand laid out in 2001. The Company has started publishing a report on its best practices as part of its published Annual Report from the year 2001-02.

Audit Committee :
The Board's function is supplemented by an Audit Committee, comprising of three independent Directors, which has the responsibility to promote accountability and transparency in the company's operations and maintenance of effective financial and system controls. The Audit Committee also reviews the reports of the internal and external auditors and the legal compliance report.

Statutory Audit :
The company employs highly reputed, international audit firm Ernst & Young for its statutory audit. All external audits have received unqualified signatures since company's inception. .

Internal Audit :
The company also has a full time internal auditor on its roll, who reports directly to the Audit Committee. This audit is also supplemented by periodic internal audits from the Corporate Audit Division situated at the group's corporate headquarters in India. Managers are held accountable for regulatory compliance and performance on internal and external audits.

Best Practices :
Besides, the company also has an internal Basic Standard of Internal Control covering working systems, documentation, transaction/accounting entries, authority delegation etc.. The company also has a real time, on-line, integrated computer system which ensures that raw data is captured at source and all its MIS reports are processed using the raw data only.

Disclosures in Annual Report :
The company's Annual Report is a public document. The report contains substantial information for the shareholders on all transactions with investee companies, remuneration to management and Directors, industry and competitive situation and an elaborate discussion on company's financial performance. The company also welcomes minority shareholders to visit its plant as also raise questions during shareholders' meetings.

TRC believes that stakeholder interests are protected by its governance practices, including independent board members, audits, the audit reporting structure, code of conduct and its disclosures in Annual report.