Section 1: Rights of Shareholders

The Board of Directors recognizes the importance of shareholders; then makes every effort to treat the shareholders equally and legally, as specified under the Articles of Association of the regulations and related laws. The basic legitimated rights of shareholders include the rights to buy, sell, or transfer shares, rights on eligibility to receive dividend payment, the right to receive sufficient information in a timely manner to participate in shareholders' meetings, the right to vote on various businesses agenda, the right to appoint a proxy to participate, the right to vote on the annual appointment of board committee and independent auditors, the right to give opinions and enquiry of business matters of the Company during the shareholders' meetings, the right to set up in advance on agenda and nominate any external candidate for director position. The Company has control corporate governance on shareholder right tasks and avoids any action that violated of any right of shareholders.

Arrangement of Annual General Meeting of Shareholders

The Company has arranged the Annual General Meeting (AGM) of Shareholders for 2011 according to the regulations of the Stock Exchange of Thailand in accordance with the guidelines issued by the Security Exchange Commission and AGM Checklist. This checklist provides a convenient structured format for evaluating AGM arrangement. During 2011, Thai Investor Association assessed the result of AGM of Shareholders which received the excellent level with scoring 98.50 out of 100 scores from 416 listed companies which were assessed.

Meeting venue

Along with the Company's Articles, Annual General Meeting of Shareholders usually be arranged within 4 months since annual accounting closing date. The AGM of Shareholders for 2011 was held on April 8 , 2011 at 14.00 a.m., at Paranoma Ballroom 2, 14 Floor, The Emerald Hotel, 99/1 Ratchadapisek Road, Din Daeng, Bangkok.

Before the meeting date

The Company arranged for delivery of the notice to call shareholders' meeting to Thailand Securities Depository Co., Ltd. (TSD), which is the Registrar of the Company. The shareholders received sufficient information on complete set of supporting documents for the meeting for their consideration more than 7 days prior to the meeting date.

The attachment document is prepared to support shareholder decision on AGM of Shareholders' agenda resolution and ensure
   the full reception on shareholder right, the documents includes:

At the meeting date

The Company arranged and facilitated the registration of meeting attendance for shareholders to with transparency and convenient. Especially, the Company granted an opportunity to shareholders to ask questions and make any suggestion in the following topics.

After the meeting date

In 2011, the Company has announced AGM of Shareholders' agenda through the Stock Exchange of Thailand a day after meeting concerning the voting results on each agenda and reported AGM of Shareholders' minute which identified name of board committee, and the voting result of agree, disagree, or abstain the vote right on each agenda and informed the key issue on question and answer from shareholders including an explanation in detail from executives to The Stock Exchange of Thailand and related regulators within 14 days as well as post all information in company website (www.forth.co.th).

Section 2: Equitable Treatment of Shareholders

Recognizing the importance of equitable treatment of shareholders, The Board of Directors has established a corporate governance policy based on shareholders' rights and the equal and fair treatment of all shareholders, and has undertaken the following tasks:

1. Shareholders had the option to appoint proxies to the meeting.

Shareholders unable to participate in the meeting had the option to appoint proxies to the meeting. Proxies could be external person or independent directors nominated by the firm appointed to participate in voting on behalf of the shareholders. The assigned shareholder must submit proxy forms with voting right detail and attach ID card or passport or other identification document to the Company before the day of Annual General Meeting of Shareholders. The Company sent a notice to call shareholder meeting including proxy forms as an attachment with the notice or the shareholders can download from company website (www.forth.co.th).

2. To provide shareholders with the opportunity to propose matters to consider including as agenda items, per specified criteria.

To promote good governance, the Company provided shareholders with the opportunity, before the Shareholders' Meeting, to propose matters to consider including as agenda items, per specified criteria by:

1. Shareholders who need to propose any additional issue to be included in the agenda items have to attach the information and the reason supporting, facts, and necessary document in proposed AGM agenda form, which can be download on company website (www.forth.co.th). or contact the Company directly.
   
   
2. The shareholders of the Company will be asked to confirm and approve the Shareholder Rights of the person who propose additional agenda with Shareholder's Registration at closing registration date. The criteria for Shareholders to propose additional agenda of the Annual General Meeting of Shareholders is that matters have to creating material effect on company business or operation. If the Company's board of directors consider the appropriateness of the agenda proposed by the shareholders, the propose agenda would be included as the meeting agenda together with the specification that the agenda has proposed by shareholder. For the disapproved matters, the Company will inform the shareholders for acknowledgement together on company website.

3. Shareholders had right to propose qualified persons to be elected as directors.

The shareholders have right to propose qualified persons for the director nomination. The persons, who are proposed, must have qualifications according to the criteria as follows:

The independent directors will consider those qualified persons to propose in the Annual General Meeting of Shareholders for the resolution. However, if the independent committees do not select those persons to propose in the meeting, those candidates will be proposed in the meeting of shareholders without opinion of directors for final resolution. The documents, which must be attached for the proposal, are (1) the form of director nomination's proposal and (2) the personal information of the person who are proposed to be elected as directors or confirmation agreement from securities/ agencies which the data owner must sign off and certify the accuracy of documents. Those documents must be submitted and delivered to the Company with in issued date.

4. Usage of inside information

The Company established regulation to limit the use of inside information to only the directors, executive directors or higher executives which has got involved with department in head office and factory section. The inside information would be discussed among management level only. Since the Company listed, it never breach inside information compliance and prevention of the use of inside information by rigid penalty to the misuse inside information association that negatively affect company business. Director, executive director or higher executives must report their ownership of the Company's securities to the Securities and Exchange Commission.

5. The governance concerning securities trading of insiders

The Company established policy to prevent employees, executive management and the insiders trading company security since the day they retrieved information until that information disclose to public and prevent using inside information that may have a significant impact on the price of securities, and has not been disclosed to the public or The Stock Exchange of Thailand.

Additional, the directors and the executives must report the change of company's securities holding to the Securities and Exchange Commission which based on the regulation of The Securities and Exchange Commission and The Stock Exchange of Thailand under Section 59 of the Act on Securities and Stock Exchange B.E. 2535 (1992). They acknowledged the punishment pursuant, also required to be disclosed is the change in ownership of assets by a spouse and children who have not reached the age of majority. The directors and managers must send a copy of the notification to the Company on the same date the notification is submitted to the Securities and Stock Exchange. The notification is required to be submitted within 3 working days.

6. The Investor Relation

The Company established the investor relation department which is responsible for investor relation workloads. The department plans and arranges the activities to approach the shareholders, investors, securities analysts and press reporters to disclose information needed for investment analysis. Moreover, the objective of department purposed to establish the reliability of the Company's operation. People, who would like to collect company information, please contact the address below.

Investor Relation Department,

Section 3 Roles of Stakeholders

The Company always consider the particular emphasis on the equal rights of internal and external stakeholders i.e., shareholders, employees, customers, debtors, suppliers, and social responsibilities both of the Company and affiliates.

Shareholders

The Company's objectives aim at the maximization of shareholders' wealth with sustainable growth and stabilities. We put effort to increase the competitive advantage and manage the corporate risks in order to make value added for long term strategy on company operation.

Employees

Employees are valuable assets of the Company. The Company recognizes the need for proper personal rights and protection. The Company then focuses on the welfare and fringe benefit including the safety of our employees.

Welfare and fringe benefit of employees

1. Accident insurance
2. Life and health insurance
3. Provident Fund
4. Scholarship of employee's children
5. Subsidy money for the death of employee and their parents, spouse and children
6. Employee's uniform and sport field for employee activities
7. Annual New Year Party, Outing Trip and Sport Day

Safety policy of employees

The Company aims at process of occupational health and safety management system or OHSAS 18001 which emphasizes on the safety and healthy of employees with deduction of accident rate and pollutant protection in organization including society. Moreover, the Company provides the annual training of fire incident case both for head office and factory.

Customers :

The Company aims to promote customer satisfaction by offering high quality products and full integrated services through ISO 9000 standard. The Company pays attention and holds itself accountable to customers, and more importantly, provides high significance to the protection of their confidential information. Moreover, the Company provides the department of Forth Service Call Center in order to take care of customer's problems both pre and post sales. The customers can complain, consult, use service of installation and fix products of business communication system. The customers can contact as below address:

Forth Service Call Center

Business Partners :

The Company respects to provide goods and services with high standard, and aims to establish long term relationship with counter party and contract party with clear objectives in quality of product and services; therefore, the Company has procedure to deal the business with counter parties by

Creditor :

The Company follows up loan contracts and conditions strictly and legally with on time payment and information disclosure as request from financial institutions by accuracy and readiness. We also take care of collateral assets and coordinate with creditor for problem solution and unexpected cases.

Government agencies :

To strictly adhere to the statement of corporate governance, conduct, and to participate in law, regulation, and government.

Corporate social responsibilities :

Apart from being the manufacturer of telecommunication and electronic products, the Company also recognizes the important of Corporate Social Responsibility for creating sustainable economy and society in Thailand.

Moreover the Company arranged activity plans to meet the standard of social responsibiblitie in order to generate the sustainable development into organization. There are many activities which emerged in 2011 as follows:

Environment

Our factory is verified and certified the ISO 14001: 2004 from the SGS Standard Institution of Thailand which accreditation of UKAS and NAC in order to operate business according the Thai law of Environment. 

The mechanism of stakeholders' complaint

The Company develops communication channel to deal with appeal from all stakeholders mention above. Stakeholder who possesses appeal must submit documentary appeal to the company secretary as mentioned address below, and then the company secretary will review and process their appeal to audited committee, independent board, or board committee for improvement by

1. The appeal from shareholder will be process to audited committee or board committee or can contact directly to chairman/audited committee via company address
   
   
2. The appeal from customer counterparty or external person will be process to executive director to solve the problem then report to board committee later
   
   
3. The appeal from creditor will be process to executive director to consider whether to submit appeal for board committee consideration

The stakeholders can make complaint and suggestion the Company's directors and audit committees through the following detail of contact person and address:

The Company secretary

Section 4 Disclosure and Transparency

Realizing the importance of transparent information disclosure, the Company has set up and supervised clear policies concerning communication with external parties timely and accuracy. The objective of these policies is to ensure that the disclosures of company's financial information and operating performance, and non financial by download financial reports, annual report, 56-1 from related agency website e.g. SET, SEC or company website (www.forth.co.th) that has been periodically update.

During year 2011, The Company has arranged company visiting for any groups to visit factory for example, shareholders, reporters, financial institutions, customers or educational institutes and etc. In addition, the Company realized the important of information disclosure to investors and stakeholders, so we has develop the effectiveness of the disclosure procedures that always comply with the Statement of Corporate Governance Principles from SET and SEC in annual report and AGM invitation to clarify board committee and independent board the role and duties of the Board of Directors and audit committee, the number of meetings held and the number of times each director attended board meetings in the previous year including the audit committee recommendation and advice. The board committee responsibility to financial reports has been declared with auditor's reports.

Record of Directors's attendance at meetings in 2011

	Name	Attendance/Meeting
1.	Mr. Sanit Vorapanya	4/4
2.	Mr. Pongchai Amatanont	4/4
3.	Mrs. Rangsri Lerttripinyo	4/4
4.	Mr. Kaelic Amatanont	4/4
5.	Mrs. Matinee Wandeepirom	4/4
6.	Mr. Boonya Tantipanichaphan	4/4
7.	Ms. Chonticha Siripongpreeda	4/4
8.	Mr. Suthum Malila	4/4
9.	Ms.Nongram Laohaareedilok	4/4

Record of Audit Committee's attendance at meetings in 2010

	Name	Attendance/Meeting
1.	Mr. Sanit Vorapanya	4/4
2.	Mr. Suthum Malila	4/4
3.	Ms.Nongram Laohaareedilok	4/4

Section 5 Responsibilities of Board Directors

The Board of Directors' structure

There are 9 members of company's board of directors who are 3 independent directors, which approximately 1 to 3 times of all members. The Company clearly sets out the duties of directors in the rules and regulation in accordance with the SET law (independent director responsibility name list and duty of board of director and selection process has clarified in section of "the Management structure of Organization" inside this annual report)

The Company established the policy that limits the number of board position to be the board of listed companies not more than 5 companies. However, the Company has not established the state term of service of directors yet but the Company considers the knowledgeable competency of directors to retain their term of services instead.

The board's policy is that the chairman shall be independent and non-executive at a time to ensure clearness and transparency by outlining duty and responsibility of chairman obviously as well as reveal the qualifications of "board committee" in detail on the annual disclosure form (form 56-1) which can be download from www.set.or.th and company website www.forth.co.th

Sub-committees

The Board of Directors has established a sub-committee, being the investigation committee made up of 3 independent directors. Audit committee responsibility in summary is to review financial statement, review company business compliance, review internal control system, reveal inside information disclosure on related party transaction or conflict of interest. The qualification and duty in detail has described in organization structure section in this report.

Code of conduct

The Board of Directors promoted to arrange the code of conduct of business operation for directors, executives and employees for their working practices with promptly responsibilities. The objectives of company's code of conduct aim at to retain the advantage of stakeholders and reliability of company sustainable growth.

Risk management policy

The Board of Directors established the policy of corporate risk management to cover whole organization which begins with the process of risk specification through risk assessment, risk investigation and risk control. Then the Company established the measurement of risk protection to manage with efficiency and effectiveness.

Company Secretary

The Board of Directors appointed Mrs. Rangsri Lerttripinyo to be company secretary. She is responsible for as follows:

1. Provide basic suggestion to directors which get involved with related law and regulation including always report the change and the practice of law and regulation.
   
   
2. Arrange the meeting regarding the law and regulation. Handle and keep the document of meeting including coordination of directors’ practices and shareholders resolution with efficiency.
   
   
3. Take care of the information disclosure and information technology report to related units.
   
   
4. Provide to arrange new directors’ orientation and training session for directors and executives.
   
   
5. Collect and pay attention on important documents which are director registration, notice to call directors’ meeting, minutes of directors’ meeting, annual report, notice to call shareholders’ meeting and conflict of interest report of directors and executives.

Guide for Remuneration of The Board of Directors

Determination of remuneration for The Board of Directors and high executives are taken into consideration their duties and limitation of responsibilities, performance evaluation as well as the the Company's operation performance. Additionally, it shall be considered in line with the industry standard. As such, the remuneration for directors must be approved by a shareholders' meeting.

State term of service

During annual general meetings, The Board of Directors of the Company amounting to one third or approximately one third must retire from office. Directors who retire from office may be reappointed for another term and the chosen one will be in position from nominated date until the AGM meeting 2011.

Self-Assessment of the Board of Directors

The Board of Directors arranges for an evaluation of the work performance of the board. Such the evaluation must take place at least once per year to increase the quality and understanding of the joint cooperation of The Board of Directors.

Development of directors and managers

The board provides the new directors' orientation to facilitate them understand the basic of company business operation and related law and regulation. Besides, the board or directors has a policy to encourage all directors, senior managers and company secretaries to participate in training relating to management of the Company's operation. Such training shall be consistently help both internally and by outside institutions such as the securities exchange of Thailand, The Stock Exchange of Thailand or Thai Institute of Directors (IOD).

Succession Plan

The board established the policy, basic of the selection of executives and succession plan for emergency case or retirement of the executives with transparent process. The board considers the person from education and competency including experience and business ethnic.

The orientation of new directors

The appointment of new directors and high executives, the Company would supply basic company information such as the structure of the organization, operational style, main products, company rules and regulation and laws relevant to the Company including the Securities and Exchange Commission and Stock Exchange of Thailand's regulation and law. This to facilitate the new director's understanding of the Company's operation and the duties and responsibilities associated with being a director or independent director.

The Meeting of Non-Executive Directors

The Company provides the meeting of non-executive directors appropriately in order to give opportunity to nonexecutive directors to discuss problems and suggestion for company operation development.

The policy of internal information usage

The Company established a policy to prohibit employees and management from gaining access to internal information relating to the Company's operation, as well as the buying and selling of company assets from the date information is known until the date the information is made public. Information that should not be disclosed can not be circulated for the purpose of increasing the value of assets. In addition, The directors and executives must report the ownership of the Company's securities to the Securities and Exchange Commission regarding the Statement Act B.E. 2535, as well as they acknowledged the punishment pursuant, also required to be disclosed when the change emerged in ownership of assets by a spouse and children who have not reached the age of majority. The directors and managers must submit a copy of the notification to the Company on the same date the notification is submitted to Securities and Exchange Commission. The notification is required to be submitted within 3 working days.

According to the practice of corporate governance in above mentioned along with the result of corporate governance assessment of listed company in 2011 which assessed by Capital Market Development Fund Institute, the Stock Exchange of Thailand and Securities of Exchange Commission. The Company received an average scoring 89% which was categories as follow :

Section	Scoring
	The Company	The overall Listed Company	SET50 Index
The Rights of Shareholders	89%	90%	95%
The equitable treatment of shareholders	92%	85%	88%
The Role of Stakeholders	72%	61%	85%
Disclosure and Transparency	91%	89%	94%
The responsibility of Board	61%	64%	78%
Overall average scoring	82%	77%	88%

The Company will take the above assessment result to develop corporate governance of the Company afterward.