The Board of Directors of the Company is aware of its roles, duties and responsibilities in supervision the good corporate governance to the Company so that the management teams can comply with transparency management along with good ethic code to perform high proficiency, efficiency and morality in business to create confidence for all stakeholders, and create the highest benefits to the Company, its employees and its shareholders.
Therefore, the Company’s directors have resolved, in the Meeting held on February 13, 2008, to implement the good corporate governance policy in accordance with practice guidelines of the Stock Exchange of Thailand as the followings:

1stCategory: Rights of Shareholders
Every shareholder occupies the ownership right of the Company and control the Company by appointing the board of director to act as their representatives. Shareholders are eligible to make decision on any of significant corporate changes. Therefore, the Company should encourage shareholders to exercise their rights as follows:
• Right to exercise the ownership to control the Company by appointing directors 
to act as their representatives.
• Right to sell, buy and transfer the Company’s shares.
• Right to obtain relevant and adequate information of the Company in a timely
manner and on a regular basis.
• Right to attend and vote in the shareholders’ meetings and make decisions on any
transactions that affect the Company.
• Right to have proxy holder to attend and vote on their behalf at the shareholders’
meetings.
• Right to be fully informed of the criteria and procedures governing shareholders’
meetings.
• Right to express their opinions and ask questions at the shareholders’ meetings.
• Right to appoint and remove the members of the board.
• Right to vote in appointing the Company’ s auditors and considering service fee.
• Right to be provided dividend payment.
•Right to vote in approving or amending the Company’s articles of association or
the Company’s by laws.
• Right to make decision on the increases or decreases of the capital of the Company.
• Right to make approval on extraordinary transactions.

Moreover, the Company provides reports and disclosures about any transactions of the Company completely, correctly and adequately to all shareholders through the Company’s website (http://www.thaiopticalgroup.com) in both Thai and English languages. The shareholders’ meetings are held within 4 months after the financial year-end. The Company will hold the other extraordinary meeting as when is necessary. The Board of Directors and the management teams must attend the shareholders meeting to provide information to any shareholders who give opinions or enquire questions equitably. The minutes of the meeting are noted correctly and completely to report and request for approval on the significant matter, or related to the principles of law that such a matter has to be approved in the meeting of shareholders. The Company must send the necessary information to the shareholders, at least, 7 days prior to the meeting date. On the day of shareholders’ meeting, the Company must assign its staff to facilitate the meeting registration of the shareholders or the proxy holders.

2nd Category : Equitable Treatment of Shareholders
Every shareholder, both executive shareholders and non-executive shareholders, including foreign shareholders, should be treated in an equal way. Minority shareholders whose rights have been violated should be redressed. However, the Company sets equitable treatment of shareholders as follows:

1)It is the Company’s policy to facilitate minority shareholders to present candidates for director nomination and propose the shareholders’ meeting
agenda at least 3 months prior to the meeting date.
2) The Company provides opportunities to shareholders who are unable to
participate the Annual General Meeting of shareholders to exercise their rights
by proxy. Moreover, the Company encourages the use of proxy forms
on which shareholders are able to specify their votes and also provides an
option to shareholders whereby they may appoint an independent director as
their proxy.
3) The Company sets procedures to prevent the use of inside information for
abusive self-dealing such as insider trading or related party transactions by
directors and management teams. All directors and management teams are
prohibited to sell – buy their shares during 20 days after the closing date of
each quarter of financial statement and during 2 days after the disclosure of
financial statements date. Moreover, it is the duty of every director and
management staff to regularly submit to the board a report on their ownership
of the company’s shares.
4) The Company has set the clear written policy and steps of approval for the
related matter that the Board of Directors must approve the item, which may
cause any conflict of interest. Any practice that may cause conflict of interest,
the board will hold directors meeting to consider such a matter. In case that
such a matter needs an approval from the Shareholders, an extraordinary
general meeting will be held before starting the project. Anyhow, the
consideration of Company’s directors and shareholders must be done carefully,
faithfully and reasonably for the best benefit of the Company and shareholders
as a whole.

3rd Category : Role of Stakeholders
Beside the duties to perform achievement of business goals and objectives, the Company also treats all stakeholders who have gain and loss from its operations with equality according to the principles of morality and ethical practices as follows:
Employees: The Company and its Subsidiary provide them with good and complete welfare, including setting provident fund, organizing safety working environment for both physically and mentally.
Social and communities: The Company and its Subsidiary have waste treatment and industrial savage treatment without causing any pollution to the communities around the factories. Moreover, the Company and its Subsidiary also participate and support social activities by contributing money and necessaries to many non-profit organizations and foundations.
Business partners and creditors: The Company and its Subsidiary will strictly follow commercial terms and conditions bided with other parties. In case of any deficiency, the Company will hold a negotiation meeting with them to find the best solution.
Competitors: The Company and its Subsidiary will run business fair and square, under the laws and orders, business common practices, and will not take any advantage to demolish its competitors.

4th Category: Disclosure and Transparency
 The Company discloses all specified information in relevant regulations through the channel of the SET, in the annual statements (Form 56-1), and annual report including the directors’ and management team’s remunerations. The rate of remuneration is transparently determined and approved in the meeting of Shareholders. The remuneration of the Company’s employees such as salary, bonus and other benefits, are considered by the board of directors based on the company’s performance.
The Board explains its responsibilities in providing the Company’s financial statements parallel with the reports of financial auditor, which are conducted in accordance with general accepted accounting principles. The important information due to the Code of Best Practices for Directors of the Listed Companies and guidelines of the Stock Exchange of Thailand is contained in the reports. In addition, the Board discloses sufficient important information in notes of the financial statement. 
The Company’s Board of Directors maintains the efficiency of internal control system to ensure that the financial information records are complete, accurate, transparent and sufficient to secure the Company’s assets.
The Company’s policy for information disclosure is that the information must be complete, accurate, transparent, sufficient and promptly in time. Therefore, for the convenience of investors, the Company’s secretary is appointed to responsible for the investor relation service. The Managing Director will be the one who discloses all important information in time and transparency to investors, investment institutes, shareholders and general analysts including government’s related sectors.

5th Category: Responsibilities of the Board
 The directors and management team of the Company must show high leadership, broad vision, and be able to perform business management with honesty, loyalty and concern to achieve Company’ s strategic planning, goal and objectives. Moreover, the Company’s directors and management team have to be persons who are flexible to adjust those strategic plans to fit with the rapidly change in the business trend. They will also plan to create initiate new lines of business for the best benefit of the Company and its Subsidiary. They have to control business risks regularly with appropriate analysis and assessment to protect the highest profit of the Company and its Subsidiary.
The Company’s board and management teams are clearly delegated to duties and responsibilities, which are definitely separated. The power decentralization is structured for every levels of the Company, from top management to the operation staff, so that every employee can take part in the Company’s activities and for the flexibility in functioning. The scopes of management’s power of authority for approval are clearly written as manual.
The Company has set a clear policy and procedures of approval of the related matters in written manual that the board of directors must approve the items, which may cause any conflict of interest. The board will hold directors meeting to consider any matters that may cause conflict of interest. In case that such a matter needs an approval from the Shareholders, an extraordinary general meeting will be held before starting. Anyhow, the consideration of Company’s directors and Shareholders must be done carefully, faithfully and reasonably for the best benefit of the Company and shareholders as a whole.
The Company has set the practical policy which payment /purchasing procedures are clearly determined in written manual to prevent dishonesty, fraud in purchasing, personnel administration and general administration. Furthermore, the Company has written business ethic guidelines, which are applied to Company’s directors, management team and employees in every level, as follows:
1. Adhere to the virtue and morality.
2. Behave in accordance with rules and regulations, acquaint and respect own rights and duties and of others by realizing that the rules and regulations are not set for punishment but as guidelines of good behaviors.
3. Perform duties delegated by the Company, upon lawful rules and regulations, with honesty, in good faith and discretion to prevent any disgrace to the Company’s image.
4. Not to intend to do any harm, damage or distort the reputation, progress or business of others, both directly and indirectly.
5. Use leadership, abilities and knowledge in performing success to the Company rather than personal benefits.
6. Reveal to the Company immediately if there is any personal interest, aside from the Company’s. Moreover, avoid to involve in other business, which may create conflict of interest, and it may effect to the efficiency of work.
7. Create an open working environment for opinion exchange, creative ideas, new initiative proposal and reasonable decision with justice and without discrimination.
8. Neither reveals inside concealed information getting from duties nor uses it for personal benefit, which may cause damages to the Company.
9. Keep in conscious that performing in business, is not only duties or obligation to business owner but also to be responsible to buyers, sellers, shareholders and other employees. Then the benefit for all stakeholders is the first priority to be concerned.
10. Be responsible to own achievement and subordinates.
11. Aspire, improve and increase own knowledge and working ability, and perform standard of work as assigned by the Company with attention and responsibility for self-progress and for the prosperity of the Company.
12. Plan, determine and analyze goals of mission to achieve Company’s objectives with the consideration on virtue, professional ethics and culture of related persons inside the Company.
13. Take good care for health and safety, maintain good environment for everyone in the Company and maintain all Company’s assets such as building and office to be hygienic clean, fine and orderly.
14. Use Company’s assets efficiently and effectively.

The Company appoints the board of directors by selecting qualified persons in accordance with regulations of the Stock Exchange of Thailand and through the election from the meeting of Shareholders. At present, there are 9 directors elected, and 4 of them are independent directors, accounting to one-third of the board members. Among all the independent directors, 3 of them are the audit committee with qualifications as to the rules and regulations of the Stock Exchange of Thailand. The audit committee is able to perform duties of internal auditing independently. The board of directors has appointed the Company’ s Secretary to serve the board of directors in areas of providing legal advices and regulations, taking care of the board’s activities, and monitoring compliance to the board’s resolutions.
The board of directors understands well about their roles, duties and responsibilities to the Company, related to the 5 principles of Best Corporate Government Practices and Code of Best Practices for Directors of Listed Companies, which are complied with the procedures of the Stock Exchange of Thailand. Thus, even the Chairman of the board of directors has also taken the position of Managing Director but the assigned Chairman position was elected and appointed by the board of directors. According to Company’s structure, one-third of independent directors can balance the power and obtain the authority to review or audit the management team.
In addition, the authorities, roles and responsibilities of managing director, board of directors and independent directors are separated clearly by the Company to limit excessive power authorizing to any person. It also prevents a party or a person to be able to approve the item if such party or person involved in gain and loss or having conflict of interest on such item.
The sufficient information will be provided to the meeting of the board of directors for the properly decision. The attendants of the board must exceed half of the board’s members in every meeting. If Chairman is unable to attend the meeting, one of directors will be selected to chair the meeting. One director has one vote, but the director who has gain and loss on such a matter does not have the right to vote. The majority of vote is considered as the decision of the board. If there is a tie votes case, the Chairman will have a casting vote.
The Audit Committee is appointed by the Company to consider and refine details of related matters before proposing to the board of directors. The meeting of the Audit Committee will be held at least once quarterly. Duties and responsibilities of the audit committee are specified in the article of management.
The Company had set up the Internal Audit division regarding to the Code of Best Practices of the Stock Exchange of Thailand. The internal control assessment form is established to prevent Company’s damages and reduce risks in business performance, as well as to audit the operations of the Company and its subsidiary in accordance with Company’s rules and regulations. It will also facilitate employees at all level to do their jobs efficiently and effectively.
The Company’s internal control assessment model are concerned with the internal control of the following factors:
a. Organization and environment
b. Risks management
c. Management’s operation control
d. Management of information and communication system
e. Follow-up system

The internal audit system also covers the assessment of the sufficiency and efficiency of internal control system in the Company, and quality of internal control in operations. Therefore, the duties of internal auditor are included with the followings:
1. Review and report the reliability, adequacy and accuracy of financial information, operation as well as method for consideration and evaluation.
2. Review that the systems, which have important effects to business operation and report, are practical in accordance with policy, procedures, plans and regulations of the Company and related law.
3. Review the suitability of assets utilization and maintenance, and confirm the existence of such assets.
4. Assess the efficiency, effectiveness and worthiness of Company’s resources utilization.
5. Review the operations or planning to confirm that it is performing in accordance with the objectives and targets of the Company for the best achievements.
6. Provide comments to Audit Committee for further improvement and adjustment of the internal control system for more suitable and well-conceive.
7. Work on other matters as designated by the Audit Committee.

Human Resources

•  Number of employees of the Company and its subsidiary (excluding the management team as at December 31, 2007 was 1,594 workers.

However, the Company and its subsidiary have not involved in any (labour law) legal dispute.

• Employee Compensations and Benefits
The Company and its subsidiary provided compensations and benefits to employees by the details as follows:

• Personnel Development Policy
TOG Group has policies of personnel recruitment, development and keeping their employees by providing salary, welfare and other compensation at satisfactory rate that is competitive with other companies of the same business. There are many training programs that TOG Group provides to employees to develop their working skills, increase their knowledge to improve their competency and potentiality for the most efficient practice at work. There are two ways of personnel development:
1. In-house Training, such as the job training, technical development training, productivity and quality development training.
2. External training, TOG Group sent their employees to join seminars and other training programs held by other institutes in Thailand to broaden their knowledge and improve their skill of work.

These personnel development programs are concerned as tools to improve competency and potentiality of the employees for their future career paths and for the progress of the Company.