The Board of Directors has prescribed policies in connection with the control and supervision of business, having regard to fundamental rights of shareholders – e.g. the right to sell, purchase or transfer shares, the right to dividend payments, the right to adequate information and the right to attend shareholders' meetings and vote on any matters prescribed by law. In this connection, the Company must not commit any action in a manner causing rights of shareholders to be violated or impaired.

With respect to a meeting of shareholders, the Board of Directors shall arrange an annual ordinary meeting within 4 months from the end of the accounting year of the Company and may call upon an extraordinary meeting as is necessary. For this purpose, it is the policy of the Board of Directors that an invitation letter should be sent to shareholders at least 7 days prior to the date of the meeting or as prescribed by law and should be accompanied by supporting information in accordance with the agenda as well as the Board of Director's opinions on matters on the agenda, and also the statements of rules and procedures applicable to the meeting and procedures for casting votes. In effect, throughout the past year, the Company submitted invitation letters to shareholders 14 days prior to the due date, and stated the venue and time of the meeting which suited shareholders' convenience. Further, 30 days prior to the due date, supporting documents for the meeting were made available through the Company's website to enable shareholders to have sufficient time for studying the information in advance. It is also the Company's policy to refrain from any conduct preventing shareholders' opportunities to attend the meeting and casting votes. For instance, the Company has allowed shareholders with late arrival at the meeting venue to attend the meeting and cast votes and has organised processes in connection with the attendance-registration and votecasting in an uncomplicated fashion so as to facilitate the exercise of rights by shareholders. At the meeting, the Chairman of the meeting has to allocate a sufficient amount of time and give shareholders equal opportunities to make enquiries and express opinions. At the meetings, the directors, members of Committees and high-ranking executives are present for the purpose of giving explanations on matters to which inquiries relate.

The Company is strongly aware of ensuring the equality of all shareholders, individually or between groups, whether as major or minor shareholders, institution investors or foreign investors. On this footing, the right to vote at a meeting is governed by the number of shares held by shareholders – indeed on the basis of one vote per share. In addition, minor shareholders are allowed to propose, through the Company's website, the agenda of the meeting prior to the date set for that meeting and relevant documents will be furnished to shareholders prior to the date of the meeting.

Shareholders who cannot attend the meeting may, by proxy, be represented by any independent director or by any person. For this purpose, such shareholders must use the proxy form as may flexibly be prepared in accordance with the form prescribed by the Ministry of Commerce, with clear statements of supporting documents. In effect, the Company provides shareholders with an opportunity to register their availability at the meeting prior to the time fixed for the meeting. At a meeting of shareholders, the Chairman of the meeting shall explain procedures for voting and conduct the meeting in accordance with the agenda indicated in the invitation letter without allowing any matters not brought to shareholders' notice in advance to be included in the agenda

In the interest of transparency and accountability, the Company has set the “Voting Form” for any agenda in respect of which voting is required. With respect to an election of directors, candidates are nominated individually, provided that the nomination has previously been considered by the Nomination Committee. Matters on the agenda regarding the determination of remuneration must have been considered by the Remuneration Committee. In this regard, all directors holding shares in the Company are taken as having interest and, in effect, any directors with conflicting interest shall also refrain from voting on such agenda. At a meeting, the Chairman of the meeting shall provide shareholders with an opportunity to make inquiries and express their opinions on all matters. The Company shall prepare minutes of the meeting, with all important issues being correctly and completely recorded. Such minutes shall be furnished to the Stock Exchange of Thailand within such time as prescribed by law and shall be systemically retained and made available for inspection. In the preceding year, the Company caused minutes of the meetings to be disseminated via the Company's website (http://www.lv-technology.com), 13 days after the date of the meeting. In addition, the Company has been assessed by the Securities and Exchange Commission under the “Assessment of the Quality of Holding Ordinary Annual Meetings 2008” Project. In this regard, the Company has proudly been granted the “Excellent” class for this assessment.

The company has put in place measures for preventing and controlling the use of insides' information. Details on this matter are disclosed in the section entitled “Management Structure: Insider information Management”

The Company has, as its crucial policy, dedicated particular attention to legitimate rights of all groups of stakeholders to ensure their satisfaction on the basis of fairness and transparency, as described below.

The Company has full awareness of impacts which the Company's business information, whether financially related information or non-financially related information, may have on the decision-making process of investors and stakeholders. The Company has, therefore, set a policy in connection with disclosure of information by its Management. In this connection, information must be disclosed adequately, transparently, accurately, in a trustable manner, regularly and timely. In accordance with regulations of the Stock Exchange of Thailand and Office of the Securities and Exchange Commission, the Company has appointed Mr. Chuchat Bunnag to be in charge of communicating with institution investors, shareholders, analysts and the relevant government sector. In addition, the Company has provided investment co-ordinators serving the Company's information to the investors at the telephone number 02-717-0835-40. Further, interested persons may equally access the Company's information via its website: http://www.lv-technology.com which offers such information as the Company's background, the structure of Board of Directors, the structure of shareholders, products, financial information, Annual Reports (56-2), Annual Information List Form (56-1), news notified to the Stock Exchange of Thailand and securities' prices, etc.

The Company has also set a policy for the Board of Directors to be responsible for consolidated financial statements and unconsolidated quarterly financial statements of the Company. In this connection, the Audit Committee is in charge of reviewing and assessing the internal control system to ensure effectiveness and confidence of all relevant stakeholders. In addition, the Board of Directors has prepared the Report of Directors' Responsibilities vis-a-vis the financial statement as well as financial information published in the Annual Report. Such financial statement has been prepared in accordance with the accounting standards generally recognised in Thailand, as to which the Company has opted for the accounting policy which is suitable and regularly practiced. In effect, the Company has exercised discretions with circumspection and made best estimates in the course of the preparation of the financial statement. Also, the Company has made adequate disclosure of important information in notes accompanying the financial statement.

The Company has put forth the policy of disclosing the performance of the Board of Directors and other Committees throughout the preceding year e.g. the number of occasions of attending meetings. Disclosure also extends to policies in connection with the payment of remuneration to directors and high-ranking executives, with the indication of the amount and forms of remuneration. All this information is detailed in the section “Management Structure : Remuneration of the Board of Directors and Executives”.

5.1 Structures of the Board of Directors and Committees

Structure of the Board of Directors

The Company seeks to determine qualifications of persons to be appointed as directors in accordance with relevant laws, having regard to experiences, knowledge and expertise possessed, on the proviso that the persons intended to be appointed must not hold office of directors or executives in more than 5 registered companies. This restriction is introduced in an attempt to ensure that the appointees shall be in the position to dedicate their time to the adequately efficient supervision of the Company's business

The appointment of directors and the Managing Director is subject to the selection rules and procedures under which persons with suitable qualifications will be selected on the basis of transparency and with reliability, indeed upon prior nomination made by the Nomination Committee for further approval by the Board of Directors and/or shareholders. In this connection, the Company has clearly determined scopes of responsibilities of directors and members of Committees. The term of office of directors is also clearly indicated.

The structure of the Board of Directors consists of 8 directors as follows:

Moreover, the structure of Board of Directors consists of Chairman of the Board of Directors, who is not the same person as the Managing Director, and non-executive directors in the number greater than one-third of the entire Board of Directors in order to facilitate a suitable balance of the management power and promote efficient and unbiased reviews of the management. Further details are disclosed in the section “Management Structure: Board of Directors”.

Structure of the Committees
The Board of Directors has appointed the following committees: the Audit Committee, the Remuneration Committee and the Nomination Committee, to assist in the consideration of specific matters entrusted by the Board and submit results of the consideration to the Board. This contributes to the Board's greater efficiency in the supervision of the Company's business. For this purpose, the Chairman of the Board of Directors will not be a chairman or member of any committee. Most of chairpersons and members of committees are independent directors. Further details of this matter are disclosed in the section “Management Structure: Committees”.

The Board of Directors has determined suitable qualifications of the independent directors in the same standards as those prescribed by the Securities and Exchange Commission and the Stock Exchange of Thailand, as follows.

1. holding shares not exceeding one per cent of the total number of shares carrying voting rights of the Company, its parent company, subsidiary, associate company or juristic person likely to have conflicts of interest, provided that shares held by related persons of the independent director are to be calculated for the purpose of this restriction;
2. not being or having been an executive director, employee, official, or advisor receiving regular salaries, or a person with the power to control the Company, its parent company, subsidiary, associate company, same-level subsidiary or juristic person likely to have conflicts of interest, unless the foregoing status has ended not less than 2 years prior to the appointment;
3. not being a person with relationship of sanguinity or with relationship legally formed by registration in the degree of father, mother, spouse, brother, sister, child and spouse of the child of any executive, major shareholder or controlling person or person to be nominated as executive or controlling person of the Company or its subsidiary;
4. not having or having had a business relationship with the Company, its parent company, subsidiary, associate company, or juristic person likely to have conflicts of interest in the manner threatening to interfere with his independent judgement, and not being or having been a major shareholder, nonindependent director or executive of any person having a business relationship with the company, its parent company, subsidiary, associate company or juristic person likely to have conflicts of interest, unless the foregoing status has ended not less than 2 years prior to the appointment;
   Provided that the term 'business relationship' under paragraph one includes entering into any business transactions in the normal course of business, taking or granting a lease of immovable property, entering into transactions related to assets or services or granting or receiving financial assistance in the form of receiving or extending loans, giving a guarantee, providing assets as collateral, including any other similar actions, which shall result in the company or its contractual party being subject to indebtedness payable to the other party in the amount of 3 percent or more of the net tangible assets of the Company or twenty million Baht or more, whichever is lower. In this connection, the calculation of such indebtedness shall be governed mutatis mutandis by the method used for calculating values of connected transactions under the Notification of the Board of Governors of the Stock Exchange of Thailand Concerning Disclosure of Information and Actions of Listed Companies with respect to Connected Transactions, provided, however, that such indebtedness shall include indebtedness taking place during the period of one year prior to the date on which the business relationship with the same person has occurred;
5. not being or having been an auditor of the Company, its parent company, subsidiary, associate company or juristic person likely to have conflicts of interest, and not being a major shareholder, non-independent director, executive or managing partner of an audit firm employing auditors of the Company, its parent company, subsidiary, associate company or juristic person likely to have conflicts of interest unless the foregoing relationship has ended not less than 2 years prior to the appointment;
6. not being or having been any professional advisor including legal advisor, financial advisor or valuer receiving service fees in the amount exceeding 2 million Baht per annum from the Company, its parent company, subsidiary, associate company or juristic person likely to have conflicts of interest, provided that in the case of a professional advisor that is a juristic person this prohibition also extends to being or having been a major shareholder, non-independent director, executive or managing partner of that professional advisor as well, unless the foregoing relationship has ended not less than 2 years prior to the appointment;
7. not being a director appointed as a representative of the company's directors, major shareholders or shareholders who are related to the Company's major shareholders; and
8. not being subject to any character preventing independent opinions with regard to the operation of the Company's business.
9. The independent director with qualifications under 1) to 8) may be entrusted by the Company's Board of Directors to make business decisions in relation to the operation of the Company, its parent company, subsidiary, associate company, same-level subsidiary or juristic person likely to have conflicts of interest on the condition that such decision must be a collective one.

Scope of Duties and Responsibilities of Independent Directors

1. To look after interests of all shareholders on the basis of equality;
2. To ensure the lack of conflicts of the Company's interests with those of its executives, major shareholders or other companies having the same group of executives or major shareholders;
3. To give shareholders opinions on matters in respect of which the Company is required to seek approval at the shareholders' meeting; and
4. To attend meetings of the Company's Board of Directors for taking decisions on the Company's activities of particular importance.

5.2 Roles, Duties and Responsibilities

As part of its policies, the Company allows the Board of Directors and executives to participate in the determination (or approval) of its visions and targets of business plans, with a view to promoting optimal added value to the business. Moreover, the Company has made part of its policies the provision of systems for internal control and internal audit as well as risk management measures. The implementation of these matters is regularly monitored at meetings of the Audit Committee and meetings of the Board of Directors. In the event of matters involving conflicts of interests and matters requiring shareholders' approval, the Company has dealt with them in accordance with regulations of the Securities and Exchange Commission and regulations of the Stock Exchange of Thailand.

The Company also has the policy of encouraging its Board of Directors, executive directors, employees and persons concerned to perform their duties on the basis of ethical business standards and in line with honesty and fairness. This applies to treatment to the Company, all stakeholders, the general public, society and customers. In this respect, the Company has regularly monitored the pursuit of these practices and has determined penalty for breach. In addition, the Company ensures that its Board of Directors shall, under the Company's policy, carefully supervise matters in which conflicts of interests may be found. This is embodied in the Company's article of association. The Board of Directors indeed strictly abides by regulations of the Securities and Exchange Commission and regulations of the Stock Exchange of Thailand.

The Company has attached particular importance to efficient internal control systems at both executive and operational levels. To this end, the Company has set policies in relation to scopes of duties and authorities of employees and executives and in relation to the control of use of the Company's assets to ensure optimal benefits. All this promotes the proper balance of power. In addition, the Company annually assesses sufficiency of its internal control systems once a year in order that weaknesses discovered can be learned and taken as lessons guiding the improvement towards reliability of the internal control system.

The Company has appointed Miss Supatra Puakpool as the Company's Secretary in charge of handling general affairs of the Board of Directors and ensuring the Board's compliance with relevant laws, rules and regulations, including co-ordinating necessary activities in the implementation of resolutions of the Board of Directors' meetings.

5.3 Board of Directors' Meetings

The Company has introduced a policy whereby the Board of Directors shall meet regularly at least once every quarter and may call upon extraordinary meetings as are necessary. The agenda of the meeting shall be clearly prepared in advance. In this connection, matters to be included in the agenda are to be considered and selected by the Chairman of the Board of Directors and the Managing Director, and all directors may propose matters to be decided upon at the meeting. The Board of Directors can request for additional information from the Managing Director or from the Company's Secretary. In addition, high-ranking executives will attend the meeting for explaining relevant matters. Also, there should be included in the agenda the regular monitoring of work operation. Further, in order to enable directors to have sufficient time for studying information before each meeting, the Company's Secretary will prepare invitation letters, together with the agenda and supporting documents and furnish them to the Board of Directors at least 7 days prior to the date of the meeting, save in the case of urgency, in which case the procedures prescribed by the Public Companies Act, B.E. 2535 (1992) shall be observed. At the meeting, the Chairman of the Board of Directors should allocate adequate time for free expression of opinions on matters on the agenda. In the case of any personal interest in the matter to be decided upon, a director may not take part in the decision on that matter. Minutes of meetings will systemically be prepared and kept in a manner allowing inspection and shall be submitted to the Stock Exchange of Thailand within the specified time

5.4 Evaluation of the Board of Directors' Performance

The Company conducts the evaluation of its Board of Directors' performance once a year based upon the 'Board Self-Assessment' Form with a view to reviewing, from all information obtained, the past year's work performance and obstacles as well as improving the Board of Director's works towards greater efficiency.

The evaluation of performance of Managing Director shall be conducted by the Board of Director together with the Remuneration Committee and shall be based upon the Performance Agreement as well as results of work operation of the Company. The Remuneration Committee will submit to the Board of Directors information used in the determination of remuneration as well as other benefits of the Managing Director.

5.5 Remuneration of the Board of Directors

The remuneration of directors and executives shall be, for each year, determined by the Remuneration Committee for submission to the Company's Board of Directors and further approval by shareholders at the shareholders' meeting, whilst the remuneration of executives shall be determined by the Board of Directors. The remuneration above shall be determined in a matter commensurate with duties and responsibilities as well as results of work performance associated with the Company's results of operation and in an appropriate fashion comparable to businesses in the same industry and promoting incentives for working towards optimal productivity. Further details in this regard are disclosed in the section entitled "Management Structure: Remuneration of Directors and Executives"

5.6 Development for Directors and Executives

The Company encourages the Board of Directors and high-ranking executives to attend training courses, organised by the government or private sectors, which are useful for the performance of duties. In particular, all directors, including newly appointed directors, are encouraged to attend such courses related to the performance of directors’ duties as organised by the Institute of Directors of Thailand (IOD) with a view to making use of essential knowledge and experience obtained for putting forth organisational development and the performance of supervisory duties towards greater efficiency. In this regard, details in connection with directors’ attendance at training under courses organised by the IOD’s are disclosed in the section entitled “Name-list of Directors Attending Training Courses Organised by the Institute of Directors of Thailand (IOD)”.

Insider’ Information Management

The Company has determined a policy related to the supervision of insider information to be used as decisive data in futures trading of the Company’s securities. Insider information may be accessible only by the Company’s executives whilst disclosure of such information to the Company’s employees may be made only to the extent necessary for the performance of their duties. The Company has also put in place measures for preventing directors, executives and employees from using the Company’s confidential information for personal gain. For this purpose, penalties have clearly been imposed on violating employees. Rules in this respect are detailed below.

1. Directors, executives, officials and employees of the Company must keep confidentiality of the Company’s information and/or insider information.
2. Directors, executives, officials and employees of the Company must not disclose the Company’s confidential and/or insider information or exploit such information for personal gain or any other person’s gain, whether directly or indirectly and whether on a remunerative basis or not .
3. Directors, executives, officials and employees of the Company must not purchase, sell or take a transfer of the Company’s securities by virtue of the Company’s confidential and/or insider information and/or enter into any juristic act by virtue of the Company’s confidential and/or insider information in a manner likely to cause prejudice to the Company, whether directly or indirectly, provided that this requirement shall also extend to close relatives (and, for this purpose, “close relatives” means persons with relationship of sanguinity or with relationship legally formed by registration – such as father, mother, spouse, child, brother, sister, uncle or aunt, or the spouse of such persons) of directors, executives, officials and employees of the Company as well.
4. Directors and executives of the Company must not purchase, sell or take a transfer of the Company’s securities within 1 month prior to disclosure of its financial statement to the public.

In this connection, the Company shall prescribe disciplinary penalties for violators of the above restrictions. Penalties shall be imposed in accordance with the gravity of circumstances and are in the following forms: oral warning, written warning, probation, suspension from service, removal from service, or expulsion, as the case may be

In addition, the Company has brought to the attention of its directors and executives information in relation to their duty to report the Company’s securities holding as well as information concerning penalties prescribed under the Securities and Exchange Act B.E. 2535 (1992) and under the regulations of the Stock Exchange of Thailand. Directors and executives are also informed of their duty to furnish a report on its securities holding to the Board of Directors at the end of each quarter.

Personnel

As of 31st December 2008, the Company had 138 employees in total.
In 2008, the amount of remuneration paid by the Company to its employees totaled 114.56 million Baht, consisting of monthly salaries, overtime payments, reward-payments, welfare payments, and provident fund contribution payments.

Personnel Development Policy

As human resources are perceivably a crucial factor driving the Company to sustainable growth, the Company has thus set its personnel development policy and, in this light, promoted learning opportunities for the entire workforce, with emphasis on teamwork. In addition, internal training programmes have been made available for employees in order for them to be equipped with knowledge, understanding, and skills in relation to the technologies invented and developed by the Company for improving efficiency of machinery operation. The Company’s human resources are also encouraged to learn new technologies which regularly change with time. In this connection, external training has also been organised in collaboration with F.L. Smidth, which is the Company’s business ally in Denmark, with a view to learning and exchanging technologies contributory to enhanced potential of the Company’s personnel and readiness for business competitiveness. Further, the Company strives to create incentives through offering appropriate remuneration, providing good welfare and allocating shares to directors, executive and employees under the ESOP Programme (Employee Stock Option Programme) intended also to promote personnel’s morale and spirits and aimed also at preserving personnel of high competence and efficiency, who will work for the Company towards optimal benefits in the future.