9. Organization and Management Structure

9.1 Organization Structure as of 31 October 2005

Organization Structure of Directors

There are 3 Boards within the organizational structure.

1. The Board of Directors

As of 31 October 2005 the company’s Board consists of 9 directors namely

1. Mr. Chia Song Heng Chairman

2. Mr. Pised Chungyampin Vice Chairman

3. Mr. Silchai Kiatpapan Director

4. Ms. Nitida Thamasoontra Director

5. Mr. Chong Mang Yong Director

6. Mr. Viriya Pholpoke Director

  7. Dr. Chaiyod Bunyagidj Independent director and Chairman of the
  audit committee

  8. Mr. Sern Vithespongse Independent Director and Audit Committee
  member

  9. Ms. Sasitorn Phongsathorn Independent Director and Audit Committee
  member

Note : Ms. Sasitorn Phongsathorn was appointed to the Board effective
November 17, 2005

Directors authorized to sign and bind the company:

Directors authorized to sign and bind the company are Mr. Pised
Chungyampin together with Mr. Chia Song Heng or Mr. Silchai Kiatpapan or
Ms. Nitida Thamasoontra or Mr. Chong Mang Yong constituting 2 signatures
with the company’s seal affixed.

Scope of authority of the Board of Directors

1.  The Board of Director’s functions

  The Board of Directors shall act to ensure maximum benefits toward the
  conduct of the company’s business by using its knowledge and
  experience to the fullest capability. It shall conduct its role
  according to the company’s memorandum of association and bylaws with
  due care and discretion to protect the rights of and be responsible to
  the shareholders.

2.  Establishing the company’s objectives, business direction and policy

  The Board is charged with the setting of appropriate policy and
  business direction of the company except the policy or business
  direction which requires shareholders’ approval.

3.  Appointment and Supervision of the Executive Committee

  The Board is empowered to appoint a committee consisting of directors
  to act as an Executive Committee to manage on its behalf. In this
  respect the Board of Directors at its meeting 1/2003 held on 29^(th)
  August 2003 resolved to appoint an Executive Committee and clearly
  established its scope, power and duties. The Board of Directors will
  be responsible for the supervision to ensure that the Executive
  Committee effectively follows the approved policy.

4.  Appointments and delegation of authority to other persons.

  The Board of Directors may appoint any other person to conduct the
  company’s business under its supervision or it may delegate authority
  to the said person as it deems appropriate. The time period of this
  delegation shall be set as the Board deems appropriate and the Board
  may rescind, remove, alter or modify such delegation. Such appointment
  or delegation shall fall under the following rules:

(1) Any appointment and authority delegation shall not be bestowed on
    person(s) with a vested interest in or is in conflict with the
    company or its subsidiaries.

(2) Person(s) so appointed and delegated shall not be able to approve
    transactions that involve themselves or persons that may be in
    conflict with, possessing vested interest in or having any other
    potential conflict of interest against the company or its
    subsidiaries

(3) Appointment and delegation must be accompanied by a clear
    establishment of scope of authority, duty, and responsibility and
    must be in accordance with the resolution of the Board of Directors
    meeting attended by independent directors or members of the audit
    committee. In the case that such delegation of power is objected to
    by a member of the independent director or an audit committee member
    such objection shall be clearly recorded in the minutes of the
    meeting.

2. The Executive Committee

  As of 31^(st) October 2005 the company has 4 executive committee
  members.

  1. Mr. Pised Chungyampin Chairman of the Executive Committee

  2. Mr. Chia Song Heng Vice Chairman

  3. Mr. Silchai Kiatpapan Head of Operation

  4. Ms. Nitida Thamasoontra Head of Finance and Accounting

  Scope of duty and authority of the Executive Committee

  2.1 To propose for the Approval of the Board of Directors the
  followings:

-   Business objectives and direction.

-   Business strategy and policy.

-   Annual business plan and budget.

-   Organizational structure and management profile including details on
    selection, training, recruitment and termination of employees.

  2.2 Supervision and overseeing that the company’s business operation
  follows the Board’s approved business strategy, policy and plan

  2.3 Screening of business contractual obligations of the company,
  acquisition of assets or rights to be used to the benefit of the
  company. This includes the setting up of negotiating processes toward
  the closing of the said contracts.

  2.4 Screening of fiduciary contracts, lending, borrowing and
  undertaking of guarantee by the company.

  2.5 Acting on contract amendment and termination in accordance with
  the Executive Committee’s discretion.

  2.6 To consider the profit and loss account of the company and the
  proposal of an interim or annual dividend payment to the Board of
  Directors for approval.

  2.7 To engage in any other action in order to support the above or as
  may be delegated by the Board of Directors from time to time.

The foregoing duties and powers of the Executive Committee shall be
under the law and the company’s bylaws. The Executive Committee shall
not have the authority to approve transaction that its members or others
may be in conflict with or possess a vested interest in or having any
conflict of interest against the company or its subsidiaries. Should
such a case arise the Executive Committee shall refer the case for
consideration by the Board of Directors.

Management:

9 executives comprise the senior management team:

  1. Mr. Pised Chungyampin Chairman of Executive Committee

  2. Mr. Chia Song Heng Vice Chairman

  3. Mr. Silchai Kiatpapan Chief Operating Officer

  4. Ms. Nitida Thamasoontra Chief Financial Officer

  5. Mr. Chokechai Vatcharanirunkul Senior Executive Vice President

  6. Ms. Supaporn Sawangjitt Executive Vice President

  7. Mr. Pornchai Tungsunawan Assistant Vice President

  8. Ms. Nareerat Jiamwattanasuk General Affairs Manager

  9. Ms. Amara Banditakol Accounting Manager

3. The Audit Committee

In fiscal 2005 there were 5 members of the audit committee.

1) Dr. Chaiyod Bunyagidj Chairman of Audit Committee

2) Mr. Sern Vithespongse Audit Committee

  3) Ms. Sasitorn Phongsathorn Audit Committee (Was appointed effective
  November 17, 2005)

  4) Mr. Viriya Pholpoke Audit Committee (Resigned from audit committee
  effective September 2, 2005)

  5) Dr. Teerayout Wattanasupachoke Audit Committee (Was appointed
  effective September 2, 2005 and resigned from position effective
  October 31, 2005)

Ms. Nitida Thamasoontra serves as the secretary to this committee.

Scope of authority of the audit committee

3.1 Review to ensure that the company’s financial reports are correct
and with adequate disclosure. This is done through coordination with the
external auditor and line management tasked with the preparation of
quarterly and annual financial reports.

3.2 Review to ensure that the company has an adequate and effective
internal control and audit process.

3.3 Review to ensure that the company’s operation is in compliance with
the laws concerning securities and the Security Exchange of Thailand
(SET), the decrees of the SET or the laws pertinent to the company’s
business.

3.4 Selection of the company’s auditor and set its remuneration to be
proposed to the company’s Board of Directors to be forwarded to the
shareholders for appointment.

3.5 Release a complete and accurate disclosure of intercompany
transactions or other transactions that may be of conflict of interest
in nature.

3.6 Preparation of the audit committee’s report on its supervision of
the company’s operation and to disclose this in the company’s annual
report under the signature of the committee’s chairman.

3.7 Engage in any other functions as assigned by the Board of Directors.

9.2 Selection of Directors and Management Executive

The selection of directors and management executives is not done through
a selection committee. This is done by the Board of Directors using the
criteria as set forth in the code 68 of the Public Company Act of 1992
and the relevant announcements of the Securities Exchange Commission
(SEC) and The Stock Exchange of Thailand (SET). Additionally,
consideration is given to the candidate’s experience, knowledge and
ability before proposing to the shareholders for election as director.

As for executive management position the selection process by the
Executive Committee uses similar criteria and procedure for the
selection process.

9.3 Directors’ Compensation

(1) Monetary compensation

-   Directors

Monetary compensation to directors in 2005 is in the form of meeting
allowance, director’s fee and special bonus totalling Baht 3,988,871 as
per the following details:

Name-Surname Position Total Compensation

(Baht/Year)

1. Mr. Chia Song Heng Chairman / Vice Chairman

of Executive Committee 135,000

2. Mr. Pised Chungyampin Vice Chairman/ Chairman

Of Executive Committee 135,000

3. Mr. Silchai Kiatpapan Chief Operating Officer/

Director 135,000

4. Ms. Nitida Thamasoontra Chief Financial Officer /

Director 135,000

5. Mr. Chong Mang Yong Director 135,000

6. Ms. Phua Mui Hwa Director 93,871

7. Mr. Viriya Pholpoke Director 910,000

8. Dr. Chaiyod Bunyagidj Independent Director/

  Audit Committee 1,070,000

9. Mr. Sern Vithespongse Independent Director /

Audit Committee 1,015,000

10.Ms. Sasitorn Phongsathorn Independent Director /

  Audit Committee 225,000

Total 3,988,871

Note :

  1. Dr. Teerayout Wattanasupachoke was appointed to replace Miss Phua
  Mui Hwa who resigned. He became a member of the audit committee and
  independent director replacing Mr.Viriya Pholpoke who resigned
  effective 2 September 2005.

  Dr. Teerayout Wattanasupachoke resigned from his directorship
  effective 31 October 2005.

  2. Ms. Sasitorn Phongsathorn was appointed as a director, audit
  committee and independent director replacing Dr. Teerayout
  Wattanasupachoke effective 17 November 2005.

-   Management

In 2004 monetary compensation of Baht 26,659,488 was paid to 12 senior
executives in form of salary and bonuses. In 2005 this amount was Baht
27,229,091 paid to 9 senior executives and 1 advisor.

(2) Other compensation.

-None-

9.4 Good Corporate Governance

The company’s policy is for its members of the Board to comply with the
regulations of listed companies with respect to the duty and
responsibility of directors. Subsequent to the company’s transformation
to a public company, the Board of Directors and the Audit Committee
together established supervisory guidelines in overseeing the company’s
operation and to clearly define the scope of authority of directors and
management. This covers compliance to the law, memorandum of the
association, bylaws and the resolutions of the shareholders with
honesty, integrity and utmost care to ensure maximum benefits to the
company. The directors are also charged with establishing the company’s
policy and business direction and to ensure that the set policy is
followed by management.

With regard to the 15 practices of good governance established by the
SET we would like to report as follows:

1)  Supervisory Policy

The company’s policy is to ensure a consistent, stable and steady growth
and to instill confidence in investors and all concerned. The Executive
Committee is charged with this supervisory function. It is to function
with due care, responsibility, expertise and effectiveness to ensure
maximum benefits to shareholders. This must be conducted in a
transparent manner and subject to audit with adequate disclosure to all
parties concerned. It must ensure avoidance of conflicts of interest and
ensure that equal and equitable treatment is available to shareholders
and to all parties concerned.

2)  Rights of shareholders

Equal rights are given to all shareholders. The company sends all
meeting announcements with related information to all shareholders 7
days prior to the meeting date. The minutes of all meetings are
completely and accurately recorded for examination by the shareholders.
Additionally, shareholders are afforded equal opportunity in their audit
of and question on the company’s operation and are encouraged to offer
opinions and suggestions during each meeting.

3)  Rights of parties with vested interest

The company recognizes the importance of each group as follows:

Employees: Equal and non discriminate treatment is afforded to all
employees including just compensation.

Suppliers: Trade practice and agreed contracts are honored with all
suppliers.

Clients: Customers receive quality care and service from the company.
Client’s information is treated in the strictest confidence. A complaint
section or a person is in place to receive a customer’s complaints and
to provide an immediate remedy and resolution.

Competitors: The company values a healthy competitive enviornment and
avoids dishonest and destructive practices in its business competition.

Community: Pico recognizes its responsibility to the community and
strictly adheres to the laws and regulations pertaining to the rights of
people in the community. We have participated with General Motors
(Thailand) and Chevrolet Sales (Thailand) in the construction of
libraries for rural schools. Todate, 2 libraries have been delivered to
elementary schools: Banrongdu School in Petchaboon and Baanphonoi School
in Trang, with 14 more to be delivered in 2006 onward.

4)  Shareholders’ Meeting

The shareholders are informed of a meeting by a notice. In the notice
the date, time, place and the various agenda to be considered will be
clearly stated. During the meeting shareholders will be encouraged to
question and propose opinions and suggestions. Additionally, members of
the audit committee will attend the meeting to respond to questions.

5)  Leadership and Vision

The company’s policy is to have the Board of directors participate in
(or consent to) the setting of vision, strategy, mission, objectives,
business plan and budget of the company. This includes the supervision
to ensure that management effectively carries out business plan and
budget to the maximum economic benefits to the company and the
shareholders. Besides, the company’s policy is to clearly define the
role and responsibility between directors and management so that each
phase of operation is transparent and subject to audit.

6)  Conflict of Interest

The company’s policy on potential conflict of interest incidents is to
render the case to the Audit Committee for an opinion to rule whether
the case is a normal business practice and that the price is fair. This
will be further referred to the Board for its deliberation. In this
connection, laws pertaining to securities and SET, announcements, orders
or decrees of the SET will be consulted and strictly adhered to. Parties
with vested interest in will not be able to vote in the deliberation of
such transaction.

7)  Business Ethics

The company’s policy mandates that all of its employees, managers and
directors perform their functions with honesty, integrity, highest
degree of ethics and moral responsibility to create a fair business
environment with a sound and upright business conduct.

8)  Non management directors

The members of the Board of Directors are elected so that no person or
group of persons has the sole authority in decision making. This is to
foster effective management and provide a check and balance within the
company.

Executive committee Board members 4

Non executive committee Board members 5

Independent directors 3

The company has 3 independent directors or 1 in 3 of the total number of
the Board of Directors which is deemed to be an adequate representation.
The independent director’s attributes are:

1)  Less than 5% shareholding of outstanding shares in the company,
    subsidiaries joint ventures or persons with potential conflict of
    interest (Including persons defined in code 258 of the Securities
    and Exchange Act, 1992)

2)  Has no part in management and is not an employee, staff, salaried
    advisor or has control of the company, subsidiaries and joint
    ventures. Is not considered to be a person with a conflict of
    interest and must not have been involved in such conflicts during
    the past year.

3)  Has no business relation, benefits, vested interest direct or
    indirect in both monetary or management of the company,
    subsidiaries, joint ventures. Is not connected to persons who may
    potentially be in such conflicts that will impair independence.

4)  Is not a close relative of the management, major shareholders of the
    company, subsidiaries, joint ventures or persons who are in conflict
    against the company. Is not appointed as a proxy to look after the
    interest of directors and major shareholders

9)  Separation of function/authority

The Board of Directors has appointed an Executive committee to perform
the various tasks. The Board of Directors is responsible to monitor to
ensure that this delegation is effectively executed. In this connection
the chairman of the Board of Director shall be a different person from
the chairman of the Executive Committee, so that a balance is
maintained. Additionally, 3 audit committee members consisting of 3
independent directors are appointed to oversee the implementation of the
business plan and to ensure that there is no domination by the Executive
committee or any other group of persons.

10) Director and Executive Compensation

Director Compensation: The policy on director compensation is clearly
and transparently set out with the compensation closely following the
industry's norm.

Compensation of Executive Committee members

This compensation is related to the overall company’s performance and
individual performance of each committee member. At present, the company
does not have a Sub-committee to determine individual compensation.
However, there is a process to review and determine compensation using
comparative compensation at similar sized companies within the same
industry. The company’s and individual performance are also factored in
this determination.

  11) Board of Directors meeting.

A minimum of one meeting is scheduled per quarter with additional
meetings as needed. Directors are informed in advance of the date, place
and time of each meeting together with the agenda and related documents.
Directors may introduce additional agenda to the meeting and are
encouraged to express their opinions openly and freely. The company’s
secretary acts as the recorder of the minutes and the preparation
thereof. During the period ended 6 meetings were held as per the
following details:

+-----------------------------+----------------------+-----------------+
|                             | Total Attendance     |                 |
+-----------------------------+----------------------+-----------------+
| Name of the Board of        | BOD Meeting of 2005  | Total           |
| Directors                   |                      |                 |
+-----------------------------+----------------------+-----------------+
|   1. Mr. Chia Song Heng     | 5                    | 5/6             |
+-----------------------------+----------------------+-----------------+
|   2. Mr. Pised Chungyampin  | 6                    | 6/6             |
+-----------------------------+----------------------+-----------------+
|   3. Mr. Silchai Kiatpapan  | 6                    | 6/6             |
+-----------------------------+----------------------+-----------------+
|   4. Ms. Nitida             | 6                    | 6/6             |
|   Thamasoontra              |                      |                 |
+-----------------------------+----------------------+-----------------+
|   5. Mr. Chong Mang Yong    | 5                    | 5/6             |
+-----------------------------+----------------------+-----------------+
|   6. Mr. Viriya Pholpoke    | 6                    | 6/6             |
+-----------------------------+----------------------+-----------------+
|   7. Dr. Chaiyod Bunyagidj  | 6                    | 6/6             |
+-----------------------------+----------------------+-----------------+
|   8. Mr. Sern Vithespongse  | 5                    | 5/6             |
+-----------------------------+----------------------+-----------------+
| ***9. Ms. Sasitorn          | 1                    | 1/6             |
| Phongsathorn                |                      |                 |
+-----------------------------+----------------------+-----------------+

Note:*** Ms. Sasitorn Phongsathorn was appointed to the Board effective
17 November 2005

12) Sub committee

The Board of Directors appointed an Audit Committee consisting of
outside independent directors to assist in the supervision of the
company’s operation. The audit committee meets quarterly and reports to
the Board of Directors. In 2005, 4 meetings were held.

+-----------------------------+-------------------------------+--------+
| Name of the Audit Committee | Total Attendance              |        |
+-----------------------------+-------------------------------+--------+
|                             | Audit Committee Meeting in    | Total  |
|                             | 2005                          |        |
+-----------------------------+-------------------------------+--------+
| 1.  Dr. Chaiyod Bunyagidj   | 4                             | 4/4    |
+-----------------------------+-------------------------------+--------+
| 2.  Mr. Sern Vithespongse   | 3                             | 3/4    |
+-----------------------------+-------------------------------+--------+
| ** 3. Mr. Viriya Pholpoke   | 3                             | 3/4    |
+-----------------------------+-------------------------------+--------+
| ***4. Ms. Sasitorn          | 1                             | 1/4    |
| Phongsathorn                |                               |        |
+-----------------------------+-------------------------------+--------+

  ** Resigned from the Audit Committee and Independent Director and
  remains as a member of Board of Directors of the Company effective 2
  September 2005

*** Appointed a member of Audit Committee on 17 November 2005

13) Internal control and internal audit.

The company maintains an adequate internal control process commensurate
with its business activity. The process is constantly reviewed and
improved. Management has audited to ensure that rules and regulations
are effective and adhered to. The internal control process and
mechanisms are constantly evaluated in line with the growth of and
changes in the organization.

14) Investor Relation

The Directors are well aware that financial and non financial
information are critical to investor’s decision to invest in the
company. The company’s policy is for management to consistently disclose
complete and accurate data and information in a timely fashion to
potential investors. Management is committed to disclosure and is fully
cognizant of its significance. There is no plan in the near future to
establish an investor relations department in the company. This is
currently assigned to the group head in charge of finance and accounting
who will liase with shareholders, securities analysts and concerned
regulatory agencies.

9.5 Insider information supervision

A policy is established so that inside information is not to be used for
personal gain. This covers spouses and minor children of employees. The
details are as follows:

1)  Ensure that all members of management in every department are
    informed of their responsibility to report their stockholding and
    the penalties for failure to comply in accordance with The
    Securities and SET Act of 1992 and the regulations of the SET.

2)  The company’s policy is to allow senior management to disclose only
    minimal internal information to staff so as to permit the conduct of
    operation. Additionally members of management are prohibited to use
    insider information in the trading of the company’s stock.

9.6 Personnel

1) Litigation / Legal disputes

-None-

2) Number of staff:

There are a total of 202 employees in Pico and subsidiaries as of 31
October, 2005 as per following details:

- Pico (Thailand) Public Company Limited 94 persons

- Px System Company Limited 67 persons

- Artcom Graphic Company Limited 33 persons

- Multi-design Company Limited 8 persons

Total 202 persons

As for Pico Thailand alone the breakdown is as follows:

- Management 9 persons

- Operation Department 9 persons

- General Affairs Department 14 persons

- Finance and Account Department 9 persons

- Event Marketing Department 43 persons

- Exhibition and Museum Departments 10 persons

Total 94 persons

3) Compensation

A total of Baht 67.59 million was paid as compensation in salary and
bonuses in 2004 and Baht 78.13 million in 2005. The company contributes
3% of salary into a provident fund with matching amount by employees.
Employees are eligible to receive the benefits according to the time of
service ranging from 30%, 50% and 100% for 2, 3 and 5 years of service
respectively.

4) Human Resources Development

The company places the highest value on its human resources on which
future growth is dependent. It is committed to recruit, train and
maintain its talent through training and equitable compensation as
follows:

1)  Recruit the most talented, capable and creative mind.

2)  Ensure that the compensation and benefits package is attractive,
    competitive and equitable.

3)  Commitment to career development of staff to his/her maximum
    potential.

4)  Commitment to continuing training programs.

5)  Commitment to and promotion of a team spirit so that employees work
    together as a team at all levels.

In human resources development a continuing training program and courses
both internally and externally are firmly established for all levels of
management. Some of these are courses in project management, teamwork
building, leadership skills and programs for middle and senior
management such as managerial leadership workshop and synergistic
teamwork. Overseas training (Golden hammer and Golden image courses) and
visits to our affiliates are also regularly provided.

The company is committed to an ongoing review of its benefits program to
ensure that it is a competitive employer in the market. These include
hospitalization, allowances for uniforms, meals, telephones and per
diem.

Additionally, an outside consultant (SRI Consultant) was commissioned to
review, design and improve the human resources management. An operation
manual was completed and implemented covering job description and
evaluation, position classification, performance appraisal, salary
structure, career path planning, succession plan, short and medium term
HR plan and a training road map. For 2006, a new performance appraisal
process using clearly defined key performance indicators and core
competency review process will be implemented to ensure of a measurable
and standardized evaluation criteria. This will lead to a more effective
career path planning and equitable compensation program.