Preface

     Steel Intertech Public Company Limited conducts business adhere to “Sufficiency Economy” which is a philosophy bestowed by His Majesty The King to points the way for recovery that will lead to constant improvement, create balance and be able to cope appropriately with critical challenges arising from rapid globalization and other changes. To achieve this, an application of knowledge with due consideration and prudence is essential with conform to all basic of corporate governance.

     STEEL sees the good corporate governance as essential principles and practices in order to add value and develop sustainable business by concerning efficiency management, transparency of information disclosure, and a strict auditing system. These build a trust and confidence among all shareholders, investors, stakeholders and every related group. Therefore, the company creates corporate governance policies in writing by adhering to the long-practiced principles defined by CG policies for the listed company of the Stock Exchange of Thailand (SET) in 2006 to apply with the company’s practices.

     This corporate governance has been created to be guidelines and good practices in order to the company, top executives through all employees strictly follow as a standard, to further improve its business.

Organizer
13 November, 2007

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     Steel Intertech Plc. “The Company” sets the principles of good corporate governance by separated as 5 items in accordance with the good corporate governance for the listed company of the Stock Exchange of Thailand in 2006, setting of regulations would be adhered to for the way in real practices. Moreover, the Company brings must be rooted in and consistent with its management and business process. To make a trust for shareholders, investors, employees and the relevant persons. There are best practices of rules in each item as follow;

Item1 : Rights of Shareholders

     Recognizing the rights for all shareholders, The Company ensures that the shareholders are entitled to all basic rights at acceptable and trusted standards, namely the rights to buy new shares, sell, transfer shares, the rights to receive the dividends from the company, to obtain adequate information, the rights to attend the shareholder’s meeting, the rights to express opinions freely, the rights to make a decisions on important affairs of the company. However, the shareholders have the right to vote at meeting according the number of shares owned by each shareholder, whereby one share is for the one vote as following action.

1. Disclose the important information & necessary for shareholders regarding the company’s business via The Company’s website and SET’s system.

2. The Company will send the meeting invitation containing the date and the agenda of the meetings and relevant documents for all shareholders completely with the full details of meeting venue, details of each item in the meeting, annual report, proxy statement and independence committee information. In case of the shareholders are unable to attend the meetings, they are entitled to appoint a representative to act as their proxy, using the proxy forms attached to the notice of the meeting.

3. Provide significant and sufficient detailed information of the agendas of meeting 30 days in advance. This will be posted on the Company’s website in order to all shareholders have an opportunity to acknowledge all information before the meeting.

4. Before the meeting, the chairman must clearly inform the shareholders the number of shareholders which is included in the proxy form, then demonstrate how ballots are cast and counted the result of the vote; hence consist of the independence committees, the auditors and The Company’s staffs for transparency calculation and will show the result of vote in each agenda.

5. At the meetings, the shareholders are allowed to freely express their opinions, give suggestions and raise questions on any agenda before calling for a vote on a resolution. Should shareholders have questions on any agenda issues, specialists in the specific fields are available to answer those questions under the responsibility of the Board.

6. The Company gives shareholders who show up late a chance to vote on agenda item still under deliberation.

7. All directors attend each shareholder’s meeting, and all shareholders are allowed to raise questions to the chairman of each committee on any matters.

8. The company conducts its business efficiently for its growth and returns to shareholders.

Item 2 : Equitable Treatment of Shareholders

     The company realizes all shareholders; both of major and minor are valued and treated as equally and fairly. As following actions;

1. The Company gives all shareholders a chance to suggest the additional agenda items and also propose the person who is appointed as annual general meeting’s committee before sending meeting invitation. Hence, the Company must inform the details and timeline of the right via SET’s news system.

2. The meeting will be run on each agenda items respectively according to the meeting invitation and also no the additional items besides of the meeting invitation.

3. To provide shareholders with a list of all Independent Directors on proxy form in order to have an option to appoint any Independent Directors as their proxies and to encourage them to use proxy form that allow balloting direction.

4. To prepare the ballot in each agenda issues for all shareholders in voting especially, for the shareholders who are disagree and no vote with any agendas in order to the shareholders are able to freely express in any agendas and also check the resolution when finish the meeting.

5. Giving all shareholders a chance to have an option on their own voting to select the Independent Director individually.

6. The company defines the way of confidential information retention as well as the prevention of insider trading as part of GCG practices and the Code of Business Conduct. Thus, the Board, top executives and all employees must adhere to in practice in order to protect any effective matters with the company.

7. To conduct action role for the committee, Board of executive and all employees regard to conflict in the company’s code of conduct in order to treat the fair of advance.

Item 3 : Roles of Stakeholders

     The Company has defined the equitable treatment policy to every group of stakeholder: for instance, individual shareholders and investors, customers, suppliers and/or lenders, business competitors, employees, government and community and public in accordance with the rights of The Company’s code of conduct and corporate governance in order to build the cooperation between the Company and all stakeholders, making benefit, sustainable finance and its business.
 

Treatment for the stakeholder

1. Shareholders and Investors
   The Company has policies on business operations, adheres to the practiced principles defined by ethical framework and effort to improve constant growth of business, good result in order to make a suitable and sustainable benefit for shareholder’s investment and all investors as continually and sustainable with adhering to the adequate treatment towards all shareholders.

2. Customers
   Recognizing of the customer satisfaction is the most important; hence the Company has brought ISO 9001:2000 standard using in its company. Moreover, the Company has also conducted the quality policy as “The Company will produce the quality product with high standard and continual development for customer satisfaction.

3. Suppliers and/or lenders
   STEEL has policies to keep good relations with suppliers and/or lenders in term of business which is based on fair, and treats all its suppliers and/or lenders equally for the maximum benefit of STEEL and avoiding the situation of conflict of interest, including strictly follows promises in order to mutually reach benefit.

4. Competitors
   The Company treats its competitors based on a competitive context as fairly. No seeking for the confidential information of competitors as dishonestly or improperly.

5. Employees
   STEEL realized the importance of employees that are most valuable assets that will be a part of encouraging to achieve target and its business expansion. It is, therefore, STEEL has policies to take care its employees to have a good quality of life and also places emphasis on fair employment, proper welfare, improve their skill and working in safety and sanitation.

6. Government
   The Company operates its business in order to improve and develop the growth of country, stipulated by the law, rule and related regulation and also along with business traditional.

7. Community & Public
   STEEL organized its business under responsibilities for communities and society. In addition, the company emphasizes to contribute continuously to the public benefit of society as well as concern in safety standard, good health, adequate environment and effectiveness.

Item 4 : Information Disclosure and Transparency

     The Company realizes the importance of information disclosure which are related company, both financial information and non-financial information. Information disclosed via the SET Community Portal and STEEL’s website shall be accurate, complete, up to date and reliable, written both in Thai and in English for instance; annual meeting report, 56-1 form, invitation letter and shareholders meeting report.

     The Company is committed to obeying the law, regulations and obligations mandated by the Securities and Exchange Commission (SEC), SET and other related government sectors, for example:

1. Reveal accurate, complete and timely financial information, especially financial statements and present it along with the Audit Committee report in an annual report.

2. Require the company’s directors and executives to disclose their interests in connection with those of STEEL and the persons involved in the company’s interests.

3. Disclose the role and duty of the committee and sub-committee, meeting record and attendance record of each member of the committee in annual report.

4. Disclose the policy on remuneration of the directors and the top executives, including forms, types and amount of remuneration for each member of the committees.

Item 5 : The Responsibilities of the Board

1. Structure of the Board of Directors
       The Board of Directors comprises of the persons who are accepted knowledgeable and competent, moreover, responsible for drawing up corporate policy and collaborating with the top executives in making the operating plans both short term and long term plans. In addition, the Board shall be responsible to draw up financial policy, risk management policy and the organization overview. The Board shall play an important role in overseeing, monitoring and assessing the performance of the company and the top executives on an independence basis.
       Presently, the Company has fixed an appropriate number of directors as 7 which comprises 4 executive directors and 3 non-executive directors, who are independent directors. The independent directors must be independent of others and must not being stakeholder, no relationship with major shareholder neither being an executive nor representative of major shareholder.

2. Sub-committee
       The Board of Directors has appointed the sub-committees as following committees, Audit Committee, Corporate Governance and Nomination Committee and Remuneration Committee, to be responsible to their specific areas and report directly to the Board for its consideration.

   2.1 The Audit Committee comprises 3 independent directors, those comprises at lease one-third independent directors or not less than 3 directors constantly. The Audit Committee’s qualification is required by SEC’s regulation as following areas;

   1. To hold share not over than 5% of the company’s shares which has the rights to vote, whether the company, sub-company, joint venture or juristic entity.

   2. Not being employee, consult who get salary or the person who has control over the company, sub-company, joint venture or juristic entity who may cause a conflict of interest.

   3. Not being person who is related in blood relation or register in law such as parent, spouses, relatives and minor children in law, including the spouses of minor children of top executive, major shareholders, the person who has a control over company or the person who would be a nominee of the company or subsidiaries.

   4. No transaction with company, subsidiary companies, joint ventures or juristic entity who may cause a conflict of interests in term of being a barrier on freedom.

       The Audit Committees has duties to monitor and transparency in financial reports disseminated to the public, proposing nomination of external auditors and top executive who is responsible, including internal control and internal audit and risk management concisely, appropriately and up to date and efficiency. Those are audited by BK Audit and consultant which is responsible in internal monitoring and directly report to Board of Directors.

   2.2 Nominating and Remuneration Committee Nominating and Remuneration Committee comprises 3 directors, Roles of the Nominating and Remuneration Committee are to help the Board and shareholders on evaluating its own performance and report it to the Board annually, including considers and proposes structure of remuneration for directors and executives, i.e. salary, severance pay, bonus, welfare, meeting allowance, and other fringe benefits. The remuneration payment method is considered by structure as fairly and reasonably.

   2.3 Executive Committee (Management) The Executive committee is 5 persons, comprises concerned Board of Directors 4 persons and 1 which is non-Board of Directors. The executive committee is responsible to plan and set policies, directions, strategies, plan, budget, organization structure and management structure. The business operation must be rooted in and consistent with economic situation and competitive situation, and submit to the Board of Directors to consider and and/or approve, including monitoring and evaluating the results in accordance with company’s policies.

3. Roles and Responsibilities of the Board
       The Sub-committees duties in accordance with the law, the objects and regulations of the Company as well as he resolution of the Meeting of Shareholders, with approve of laws, honest and carefulness in the fringe benefits of the company. The Authority and Responsibilities of Sub-committee are as following areas;

   3.1 The Board of Directors always adheres to criteria, method and disclosure of a connected transaction, as laid down by the Stock Exchange of Thailand, for the maximum benefits of the Company and shareholders and for sake of transparency of those transactions.

   3.2 To define targets, business directions, policies, business plan and annual budget for the company, and other matters as assigned by the Board, exceptional some duties has been authorized by the shareholder meeting. For instance; increasing capital, decreasing capital, debentures, selling and take over the business, revising of Memorandum of Association and Articles of Association or regulations i.e.

   3.3 Consider management structure, set up the management committee, president and other sub-committee as properly.

   3.4 Following up results of work, business results and company’s budget continually.

   3.5 To hold the annual general meeting of shareholders within 4 months since the end of accounting year.

   3.6 To prepare the balance sheet and income statement at the end of accounting year, and prepares annual reports for submitting to the meeting of shareholders which assured by the Audit Committee.

   3.7 The committee must not operates business as same type, being a competitor, being a partnership or a limited partnership. Whether it is for his own interests for other. Except the committee must inform to the shareholder before having resolution for an appointment.

   3.8 Whether being stakeholder in contract directly or not, including holding share or both increased debentures or decreased in company and corporate company. The committee must inform the company immediately.

4. Boards Meeting
       It is the duty of a member of the Board to constantly attend the Board’s meeting to acknowledge and together make decisions on business operations. The Meeting of the Board of Directors is held at least once every three month and in each meeting, agendas of meeting are predetermined in advance. In addition, the Board may urgently call for an extraordinary meeting of shareholders anytime.

       At the meeting, the Chairman and the President of the company jointly determine on which items on agendas are relevant to the meeting. Every individual members of the Board is entitled to propose the agenda items. In each meeting, accompanying document are sent to each director in advance so that they would have enough time to study and consider it.

       When considering the matter agendas presented to the Board, Chairman of the Board presides over and duly conducts the meeting. All members of the board are allowed to express their freely opinions. Resolutions are passed with a majority vote, providing that one director is eligible for one vote. The director with any interest in the issue under consideration or the director ineligible to vote is excused and to be absent during vote. In case of a tie vote, chairman of the meeting will vote and give the binding result.

       In the Board’s meeting, the management is encouraged to attend the meeting to provide updated information to the Board, and to acknowledge policies directly for effective implementation.

       After the meeting, the secretary to the Board is responsible for preparing the minutes, and sending the certified copies to the directors. The minutes must be approved at the following Board’s meeting and certified by Chairman. In addition, the directors may make comments, corrections, or additions to ensure the greatest accuracy and completeness.

5. Remuneration for the Board and the Management
       The Company sets remuneration adequately for members of the Board and top executives at rates comparable to those of other top companies in the same industries.

       The remuneration for top executives is set by the Board of Directors, based on their responsibilities, performance and the operating results of the company.

       In addition to basis salary, the company sets bonuses and variable payments for the directors according to guidelines approved by shareholders’ meeting, and the payments for the top executives is based on their performance and the operating results of each business. The remuneration payment method correlates with the employees, performance, thus reflecting the company’s operating results.

6. Performance Appraisal and Knowledge Enhancement
       To enhance capabilities of the Board’s and the Committee members, the company encourages and makes a convenient for all members who related in corporate governance management such as committees, the Boards and the top executives to attend various training and course benefited in order to find the ways for continual improvement the Board’s performance.

       In the case of changing the new directors, the company prepares a booklet for members of the Board, which includes the rules and regulations related the directors, including guidelines of business operations. The booklet is distributed to all current and new directors, for their basic information.