Organization Chart

as at 31 December, 2007

2.9 Management

(1) Management Structure

  The Company had established various boards, i.e. the Board of
  Directors, Board of Executive Directors and Audit Committee to assist
  in its policy setting, controlling and managing toward the Company’s
  goals and direction. Moreover, various sub-committees had also been
  established to assist the Board of Executive Directors in providing
  useful data necessary for the Board’s policy revision, details of
  which are as follows:

  A. Board of Directors

  In the year 2007, the Board of Directors consisted of 9 members and
  some directors have held the position of Independent Director, Audit
  Committee Member or Executive Director as follows:

  1. Mr.Mitsuji Konoshita Chairman of the Board

  2. Mr.Wichien Wattanakun Independent Director / Chairman of Audit
  Committee

  3. Mr. Chokechai Tanpoonsinthana Independent Director / Audit
  Committee member

  4. .Mr. Vikit Kachonnarongvanich Independent Director / Audit
  Committee member

  5. Mr.Vorapol Socatiyanurak Independent Director

  6. Mr. Jeremy Liau Director / Managing Director (highest management)

  7. Mr.Tatsuya Konoshita Director / Chairman of the Executive Board

  8. Miss Tippranee Chatmanop Director / Executive Director

9. Mr. Yothin Viriyenawat* Director / Executive Director

The Secretary to the Board is Ms. Siriphen Pongchairerks.

Remarks : * newly appointed on 15 June, 2007 as a Director in
replacement of Ms.Sudthida Chirapatsakul who resigned on the same date.

1.  
2.  
3.  
4.  
5.  

Definition of Independent Director

Independent Director means Director who has no power of management, not
participating in regular administration, not being an employee or a
person with power of management in parent company or affiliate or having
relationship with the Company’s auditor or lawyer or being a cousin of
the executives or major shareholders of the Company including holding
shares of the Company lower than 0.05% of total shares with voting
right. The definition follows the SEC and SET’s criteria and better than
the Best Practice qualification concerning the share holding of the
Company which set at lower than 5%. For the procedure of nomination of
independent director, it will be the same procedure for nomination of
the other directors (please see (2) Nomination of directors and
executives).

The Authorized Directors

As at 31 December, 2007, the authorized Directors who sign on behalf of
the Company consists of

Mr. Tatsuya Konoshita and Mr. Jeremy Liau jointly sign with the Company
seal or either Mr. Tatsuya Konoshita or Mr. Jeremy Liau jointly sign
with Mr. Yothin Viriyenawat or Ms. Tippranee Chatmanop with the Company
seal.

The Directors’ Authorities and Responsibilities

The Company has assigned additional authorities and responsibilities of
the Directors other than those generally written in the Public Company
Act B.E.2535 and was included in the Company’s Articles of Association
No.24 which details are given below:

1. To carry out the duties in compliance with the laws, the Company’s
objectives and the Company’s Articles of Association as well as the
shareholders’ resolutions which are lawful.

2. To determine the Company’s objectives, directions, policies, plans
and budget. To supervise the management of the Company’s Executive Board
to be in accordance with the assigned policy except for the following
activities which require the resolutions from the shareholders: Capital
increase or decrease, issuing of debenture, the purchasing or selling or
transferring of Company’s business or the transferee of other business
or the merging with other business, the amendment of the Memorandum &
Articles of Association and the remuneration of the Directors.

3. The Board of Directors may appoint some of the directors to become
members of the Board of Executive Directors by granting the authority to
supervise the Company’s business as assigned and out of these members
one member will be appointed to be a Chairman of the Executive Board.

4. To approve or ratify for approval of securities trading line for the
customers of exceeding 100 million baht, the investment limit and credit
line for the customers who wish to trade debt instrument of exceeding
300 million baht which is the approval authority of the Executive Board.

5. To approve the appointment, transfer and dismissal of the employee in
management level and Chief Executive Officer (or other position name
which equals to the highest executive of the Company) and also Chairman
of the Executive Board.

B.  The Board of Executive Directors

As of 31 December 2007, the Company’s Board of Executive Directors
consisted of a total of 7 members which includes Chairman of the
Executive Board, Managing Director who is the highest management and top
level managements who take care of the core divisions of the Company,
i.e, 3 persons from the Front Office side and 2 persons from the Back
Office side whose names and positions are as follows :

  Name Position

1. Mr. Tatsuya Konoshita Chairman of the Executive Board / SEVP Business Development

2. Mr. Jeremy Liau Executive Director / Managing Director (highest management)

3. Mr. Yothin Viriyenawat Executive Director – Thai Marketing

4. Mrs.Suwanna Sungkamekha Executive Director / Senior Vice President – Marketing 2

5. Mr. Porntep Tavornwisudhikul Executive Director / Senior Vice President – Marketing 3

6. Ms. Tippranee Chatmanop Executive Director – Business Support

7. Mrs. Paleerat Numnonda Executive Director / Vice President - Operations

  The Board of Executive Directors’ Authority and Responsibilities

1. To screen and submit to the Board of Directors for approval on the Company’s yearly budget allocations as proposed by the management. This includes the authority to approve the changing or increasing in the yearly budget expenditure but the changing will finally be submitted to the Board of Directors for acknowledgement in the next meeting.

2.  To approve the expenses which is above the approval limit granted to
    the Chairman of the Executive Board and Managing Director and to be
    able to determine the Chairman of the Executive Board and Managing
    Director’s expenditure’s limit.

3.  To approve the significant investment fund which are already
    inclusive in the approved yearly budget or those generally agreed
    upon by the Board of Directors.

4. To approve the customers’ account opening for securities trading and
other related activities in concern for the limit of not exceeding 100
million baht and able to authorize other person to do so under its scope
of authority.

5. To approve the credit line for the company’s trading party on debt
instrument trading not exceeding 300 million Baht.

6.  To approve on the investment policy concerning business expansion as
    well as the merger plan with other company and which to be proposed
    to the Board of Directors Meeting for considerations on the next
    meeting.

7. To approve the appointment of the authorized signers of the Company’s
cheques or other financial documents as well as the signing of other
documents on shares, debenture, contracts, accounting / financial
documents and other general documents

8. To act as a consultant to the management concerning the Financial,
Marketing, Personnel Policies and any other activities.

9. To approve the promotion, transfer or lay off of the employees under
management level up to Vice President level.

Nevertheless, the above authorization should be exercised within the
Board of Directors’ approval and the Board of Executive Directors should
not involve in the approval of those matters which have personal
conflict of interest either to the Company or its subsidiary and each
member has to disclose such items, if any, to the Board of Directors for
consideration.

Any matters other than those mentioned above should not be done by the
Board of Executive Directors except under prior consent or the
authorization from the Board of Directors’ decision on a case-by-case
basis.

In order to assist the Executive Board, the Board of Directors had
resolved to set up various sub-committees and for the year 2007, the
sub-committees were as follows:

1.  Risk Management Committee : is responsible in setting up clear risk
    management policy and guidelines in writing governing the various
    kinds of business of the Company including the determining of the
    responsibilities of each related departments so that the staff is
    able to follow and to determine the risk management procedure as
    operation guideline as well as to monitor the risk’s status to be
    able to handle the arisen risks in time.

    1.  
    2.  

    -   
    -   

    3.  

  In 2007, the Risk Management Committee consists of :

  Mr. Jeremy Liau Chairman of the Committee

  Mr. Tatsuya Konoshita Committee

  Ms.Tippranee Chatmanop Committee

  Mr. Yothin Viriyenawat Committee

  Mr. Namchai Techarattanaviroj Committee

  Mrs.Paleerat Numnonda Committee

  Ms. Srisunan Kongtragoolpitug Committee

  Mr.Somsak Boonsupaporn Committee and Secretary

2.  Human Resources Committee: has the following responsibilities:

1.  To determine directions, policies and systems regarding human
    resources management as follows:

  - Recruitment system

  - Job level & position management

  - Compensation, rewarding based on performance

  - Welfare & benefit management

2.  To determine directions, policies and systems regarding human
    resources management

3.  To determine directions, policies and systems regarding performance
    management that correspond to corporate goals and action plans

4.  To comment or suggest new guidelines of human resources development
    and management system to the Executive Board

  Human Resources Committee consists of

  Mr. Tatsuya Konoshita Chairman of the Committee

  Mr. Jeremy Liau Committee

  Ms. Yothin Viriyenawat Committee

  Ms. Tippranee Chatmanop Committee

  Mr. Issarapong Thinnakorn Committee and Secretary

  3. Back Office Committee has the following responsibilities :

1.  To determine directions, policies and systems regarding back office
    management and administration

2.  To review and determine regulations and procedures for supporting
    departments by ensuring that they will be consistent with new rules
    and/or transactions

3.  To reassess regulations in order to accommodate customer services
    where they must also correspond with the Company’s policies and the
    authorities’ rules and regulations

4.  To coordinate with relevant agencies for information and data so
    that the Company can provide comprehensive and accurate services to
    customers

  Back Office Committee consists of :

  Ms. Tippranee Chatmanop Chairman of the committee

  Mr. Tatsuya Konoshita Committee

  Mr. Jeremy Liau Committee

  Mr. Yothin Viriyenawat Committee

  Ms.Srisunan Kongtragoolpitug Committee

  Mrs.Suchada Ruekvibunsri Committee

  Mr. Chamnan Chaisricholsilp Committee

  Mrs.Paleerat Numnonda Committee & Secretary

  4. IT Working Group : has the following responsibilities :

  - To consider or initiate IT Projects supporting the Company’s
  operations in order to be able to compete with other securities
  companies in its various businesses.

  IT Working Group consists of :

  Mr. Tatsuya Konoshita Chairman of the Working Group

  Ms. Tippranee Chatmanop Advisor

  Mr. Rikiya Takatsuji Advisor

  Mrs.Suchada Ruekvibunsri Committee

  Mr.Theerasak Taweepiyamaporn Committee

  Two IT Department staffs Committee

  C. Audit Committee

  As of 31 December, 2007 the Audit Committee consists of 3 Independent
  Directors as follows :

  1. Mr.Wichien Wattanakun Chairman of the Audit Committee

  2. Mr.Vikit Kachonnarongvanich Audit Committee member

  3. Mr. Chokechai Tanpoonsinthana Audit Committee member

 Mr. Chamnan Chaisricholsilp, Senior Vice President – Compliance & Internal Audit Department, is the Secretary to the Audit Committee.

The Authority and Responsibilities of the Audit Committee

1.  To audit in order to ensure that the Financial Statements, quarterly
    as well as annually of the Company are correct and sufficiently
    disclosed. The Audit Committee may suggest the Auditor to audit in
    particular areas which considered to be significant during the
    Auditor’s auditing period.

2.  To audit in order to ensure that the Company possesses a suitable
    and efficient internal control system by co-auditing with the
    external and internal Auditors and make the evaluation at least
    twice a year.

3.  To audit in order to ensure that every activity of the Company is
    legally in compliance with the rules and regulations set forth in
    the Securities and Exchange Act or other Acts in relation to the
    Company’s business.

4.  To select the Company’s external Auditor and propose for further
    appointment and to determine its remunerations in terms of its
    credibility, sufficiency of personnel and the amount of work to be
    done as well as the past experience of the auditing team who will be
    put in charge of the Company’s auditing.

5.  To ensure that the Company has fully and accurately disclosed any
    connected transactions or any other transactions which may have some
    conflicts of interest.

6.  To carry out any other missions assigned by the Board of Directors
    of which is also agreed upon by the Audit Committee, for example, to
    revise the financial management and risk management policies, to
    evaluate and make sure that the management has followed the Code of
    Ethics and to co-examine with the Company’s management the
    correctness of the significant reports which have to be legally
    disclosed to the public, such as the report and analysis from the
    management.

7.  To prepare the report pertaining the various activities of the Audit
    Committee in order to be included in the Company’s Annual Report
    such report has to be initial by the Chairman of the Audit Committee
    and should contain the following details:

-   Comments on the correctness and competence of the composing
    procedure and the disclosure of the financial data

-   Comments on the sufficiency of the internal control system of the
    Company

-   Reasons to support the re-appointment of the Company’s external
    Auditor for another term.

-   Comments on the Company’s compliance to the Securities Exchange Act
    as well as the rules and regulations from the SET and other related
    securities laws.

-   Other necessary reports which the shareholders and the general
    public are supposed to know under the duties and responsibilities
    assigned by the Board of Directors.

8.  

9.  To perform any other duties assigned by the Board of Directors
    within the scope of duties and responsibilities of the Audit
    Committee.

  D. The Executives as of 31 December, 2007 consists of the followings :

  ----- ----------------------- ------------------------------------------
  1.    Mr. Jeremy Liau         Managing Director (highest management)

  2.    Mr. Tatsuya Konoshita   Chairman of the Executive Board / SEVP
                                Business Development

  3.    Miss Tippranee          Executive Director – Business Support
        Chatmanop               Division

  4.    Mr. Yothin Viriyenawat  Executive Director – Thai Marketing

                                

  5.    Mrs.Suwanna Sungkamekha Senior Executive Vice President –
                                Marketing 2

  6.    Mr.Porntep              Senior Executive Vice President –
        Tavornvisuthikul        Marketing 3

  7.    Miss Sirsunan           Vice President – Accounting & Finance
        Kongtragoolpitug        Dept.

                                

                                

                                

                                

                                

                                
  ----- ----------------------- ------------------------------------------

Remark : Executives include Managing Director (highest management) and
the first 4 rankings executives following the Managing Director and all
positions in equivalent to the fourth executive level including
Accounting & Finance Manager whose position is equal to department head
level or higher.

The Authorities and Responsibilities of Managing Director (highest
management)

1.  To adopt the Company’s policy from the Board of Directors and
    Executive Board and carry out the set policies.

2.  To set up annual plans and budget of the Company for the Executive
    Board to consider before proposing for final approval from the Board
    of Directors.

3.  To develop management strategies of the Company concerning
    financial, marketing, human resources and other operations, etc.

4.  To control and monitor the operations of all departments so that
    they are in line with the set strategies and time frame including
    the solving of emerging problems which are beyond the authorization
    of each department head.

5.  To follow up and evaluate the operation result against the set plan
    and report them to the Executive Board and Board of Directors as
    well as the Company’s performance as a whole for the Board’s
    acknowledgement.

6.  To approve the new opening of securities trading accounts for the
    customers and other business in relation to the securities business
    as well as underwriting business or other business of the Company
    and also able to appoint the attorney to do so in accordance to the
    set authorization.

7.  

8.  

9.  

10. 

11. To approve the expenses or assets purchasing, etc. within the
    pre-determined amount set by the Executive Board or the Board of
    Directors and in accordance with the Company’s Power of Attorney.

12. To act as the Company’s authorized signatory according to the
    signing condition set by the Company.

13. To utilize his full capacity and experiences to benefit the
    Company’s operations in order to increase the Company’s profits and
    growth.

14. To approve the promotion, transfer and termination of employment of
    the staff up to Managing Director, division head level.

15. To prepare and propose the annual bonus allocation for the Company’s
    employees to the Board of Directors for approval after the
    pre-approval of the Executive Board.

16. To carry out the duties in compliance with the laws, Company’s
    objectives and the Company’s Articles of Association as well as the
    shareholders’ resolution with honesty, integrity, responsibility and
    care for best interest of the Company.

(2) Nomination of Directors and Executives

The Company has not officially set up its Nomination Committee, however,
in practice, every director can help recruiting sound candidates by
nominating them to the Board of Directors for further consideration and
selection for the positions of directors, independent directors and
members of the Audit Committee where candidates will be proposed and
seek approval from the Board of Directors’ Meeting or the Shareholders’
Meeting, as the case may be. Moreover, since 2006, the Company’s minor
shareholders have been able to nominate appropriate names for directors
through the Company’s website which build-up another sources for the
Company. In addition, personal data of directors could also be found by
searching in the SEC and IOD’s websites.

In case of a vacancy in the Board of Directors for reasons other than
the expiration of the director’s term of office, the Board of Directors
shall elect a person who has the qualifications and who possesses no
prohibited characteristics under Section 68 of the Public Limited
Companies Act B.E.2535 as the substitute director at the next meeting of
the Board of Directors, unless the remaining term of office of the said
director is less than two months. The substitute director shall hold
office only for the remaining term of office of the director whom he or
she replaces. The resolution of the Board of Directors under the said
election shall be by a vote of not less than three quarters of the
number of directors remaining. Otherwise, the election shall be brought
into the shareholders’ meeting and the vote should be no less than three
quarters of the present shareholders who have the right to vote and with
the majority shares by counting one share for one vote and by voting one
by one, individually.

As for the management position of the Company, it is, however, the duty
of Executive Directors to nominate the potential candidates who can be
either internal staff (through promotion) or outsiders, whose names will
be submitted to the Executive Board of Directors’ Meeting for selection
and for further approval by the Company’s Board of Directors. (please
see detail of the Company’s Directors and executives as at 2007 in
attachment 1).

(3) Management Remunerations

A.  Remunerations in monetary terms

-Board of Directors: For the year ended 31 December 2007, the monetary
remunerations of the Board of Directors and Audit Committee consisted of
monthly meeting allowances and bonus for the performance of 2006 as
follows:

Monthly Meeting Allowances

Chairman of the Board received Baht 25,000 per month and other Directors
Baht 20,000 per month.

Chairman of Audit Committee received Baht 20,000 per month and Audit
Committee member Baht 15,000 per month.

Bonus for FY2006

The non-executive Directors and Audit Committee received the bonus
equaled to 1 month meeting allowance stated above each and the Audit
Committee received bonus from both positions.

The table showing yearly monetary remunerations of the Board of
Directors and Audit Committee for 2007 is as follows :

+----------------+-----------+---------+---------+---------+----------+
| Name           | Position  | Meeting |         | Bonus   | Total    |
|                |           | All     |         |         |          |
|                |           | owances |         |         |          |
+----------------+-----------+---------+---------+---------+----------+
|                |           | Board   | Audit   |         |          |
|                |           | of      | Co      |         |          |
|                |           | Di      | mmittee |         |          |
|                |           | rectors |         |         |          |
+----------------+-----------+---------+---------+---------+----------+
| 1. Mr. Mit     | Cha       | 300,000 | -       | 25,000  | 325,000  |
| suji Konoshita | irman of  |         |         |         |          |
|                | the Board |         |         |         |          |
+----------------+-----------+---------+---------+---------+----------+
| 2. Mr.Wich     | Indep     | 240,000 | 240,000 | 40,000  | 520,000  |
| ien wattanakun | endent Di |         |         |         |          |
|                | rector /  |         |         |         |          |
|                | Chairman  |         |         |         |          |
|                | of Audit  |         |         |         |          |
|                | Committee |         |         |         |          |
+----------------+-----------+---------+---------+---------+----------+
| 3.             | Independe | 240,000 | 180,000 | 35,000  | 455,000  |
| Mr.Chokechai T | nt Direct |         |         |         |          |
| anpoonsinthana | or / Audi |         |         |         |          |
|                | t Committ |         |         |         |          |
|                | ee member |         |         |         |          |
+----------------+-----------+---------+---------+---------+----------+
| 4.             | Independe | 240,000 | 180,000 | 35,000  | 455,000  |
|  Mr.Vikit Kach | nt Direct |         |         |         |          |
| onnarongvanich | or / Audi |         |         |         |          |
|                | t Committ |         |         |         |          |
|                | ee member |         |         |         |          |
+----------------+-----------+---------+---------+---------+----------+
| 5. Mr.Vorapol  | In        | 240,000 | -       | 20,000  | 260,000  |
| Socatiyanurak  | dependent |         |         |         |          |
|                |  Director |         |         |         |          |
+----------------+-----------+---------+---------+---------+----------+
| 6. Mr.Tat      | Dir       | 240,000 | -       | -       | 240,000  |
| suya Konoshita | ector / E |         |         |         |          |
|                | xecutive  |         |         |         |          |
|                | Director  |         |         |         |          |
+----------------+-----------+---------+---------+---------+----------+
| 7. M           | Di        | 240,000 | -       | -       | 240,000  |
| r.Jeremy Liau  | rector /  |         |         |         |          |
|                | Executive |         |         |         |          |
|                |  Director |         |         |         |          |
+----------------+-----------+---------+---------+---------+----------+
| 8. Mr.Yothi    | Di        | 120,000 | -       | -       | 120,000  |
| n Viriyenawat* | rector /  |         |         |         |          |
|                | Executive |         |         |         |          |
|                |  Director |         |         |         |          |
+----------------+-----------+---------+---------+---------+----------+
| 9. Ms.Tippr    | Di        | 240,000 | -       | -       | 240,000  |
| anee Chatmanop | rector /  |         |         |         |          |
|                | Executive |         |         |         |          |
|                |  Director |         |         |         |          |
+----------------+-----------+---------+---------+---------+----------+
| Total          |           | 2,      | 600,000 | 155,000 | 2        |
|  Remunerations |           | 100,000 |         |         | ,855,000 |
+----------------+-----------+---------+---------+---------+----------+

Remark : * Appointed during the year

+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+

  -Executives: Monetary remunerations of the Company’s executives
  consisted of salaries and bonuses which varied according to the
  Company’s profit of the previous year. In 2007, there were 6
  executives; namely, the first four rankings of executives following
  the Managing Director (highest management) and all positions in
  equivalent to the fourth executive level, excluding Accounting and
  Finance head, were paid for a total of Baht 36.68 million and In July,
  2007, there was 1 executive resigned from the Company.

B.  Other Remunerations

1.  Contributions to the Provident Fund: The Company paid a total of
    Baht 669,140.00 worth of contributions into the provident fund for
    the 6 executives in 2007.

2.  Insurance given to directors and executives: The Company bought Baht
    50 million worth of insurance from Muang Thai Insurance Co., Ltd. to
    provide erroneous coverage for its directors and/or executives. The
    insurance premium for the year 2007 was Baht 210,000 per annum (
    coverage during 1 Oct. 07 – 30 Sept. 08).

3.  

4.  

The Shareholding of the Company’s Directors and Executives

As of 31 December, 2007, there was only 1 director, namely Mr. Tatsuya
Konoshita who held a stake of 156,700 of the Company’s share.

+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+

(4) Corporate Governance

As the Company is one of the listed companies in the Stock Exchange of
Thailand, we are well aware of the importance of having good corporate
governance. Such governance includes the awareness of rights of
shareholders, equitable treatment of shareholders, role of stakeholders,
disclosure and transparency and the responsibilities of the Board in
order to convince the shareholders, investors and other connected
persons and all relevant parties of the Company’s credibility for better
improvement and growth of the Company as follows :

1. Rights of shareholders

The Company has given an importance to the rights of the shareholders by
complying to the laws and try to implement the recommended best
practices of the Principles of Good Corporate Governance for Listed
Companies in 2006 especially for the rights of shareholders aspect. In
2007, the Company arranged its Annual General Meeting (AGM) on 23 April
and not only all of the 9 members of the Board (including other
committees) were present at the Meeting but the Executive Directors and
the Company’s external auditors were also present in order to answer the
questions from the shareholders as well. The announcement or the
invitation letter together with full attachments stating date, time and
place of the Meeting and opinions of the Board in each related agenda
necessary for decision making were posted on the Company’s website,
www.unitedsec.com 32 days before the Meeting date of which news was also
disclosed thru the SET’s electronic disclosure system. The Company’s
registrar, Thailand Securities Depository Co., Ltd., was assigned to
distribute the Company’s invitation letters to the shareholders 10 days
prior to the Meeting date even though there was no special agenda. As
for the method of voting, the Secretary to the Board had announced and
explained to the shareholders before the Meeting began and which was
included in the minutes of the Meeting (can be viewed in the Company’s
website under US News). Shareholders were provided as much time as
needed at the end of the last agenda to ask any questions or make any
suggestions so that there was no bother about the next agenda. The
questions and answers together with other important suggestions were
also recorded in the minutes. The AGM 2007 Minutes was posted on the
Company’s website 11 days after the Meeting date.

Moreover, the AGM’s documents were produced in bilingual, i.e. Thai and
English and as some of the Company’s Directors are foreigners, the
Meeting was also conducted bilingually for better understanding and did
not prevent the shareholders from studying the Company’s information and
all of the shareholders, Thai as well as foreigners, are given
sufficient, equitable information and enough time to study the
information before attending the Meeting as well as having full
opportunity to express their opinions in the Meeting.

2. Equitable Treatment of Shareholders

Equitable treatment of shareholders was implemented in arranging of the
AGM 2007. The minor shareholders, an individual or a collective of
shareholders holding not exceeding 1% of the Company’s paid up capital
(approx. 1.69 million shares) with voting rights, were able to propose
the Meeting agenda or nominate qualified candidates for the Company’s
Director position to replace the Directors who were retired by rotation
by an advance submission during 1 Oct, 2006 till 31 Dec, 2006 and the
Company also disclosed such news thru the SET’s electronic system.
However, for the past year, neither special agenda nor nomination of
Directors were submitted for the Board’s consideration. In addition,
proxy form B together with business return mail envelop were enclosed
with the invitation letter so that the shareholders who could not attend
the Meeting himself could be able to grant proxy to others to come to
the Meeting and vote on his behalf or the proxy may be granted to the
Company’s Independent Directors without any cost on mailing the proxy
back or the cost on duty stamp to be affixed on the proxy form. There
were 4 proxies granted to the Company’s Independent Directors for the
AGM 2007.

Moreover, the Company set up rules to prevent the abusive self-Dealing
of Directors and executives as well as the staff in the departments
which could access to the Company’s financial information before it was
disclosed to the public such as Accounting & Finance Dept., Executive
Office and Compliance & Internal Audit Dept. The Company’s securities
was put under watched list on every 15^(th) date of each month following
the last month of each quarter until the financial statement of the
Company was disclosed to the public. In 2007, all Directors, executives
and the said staff had strictly complied to the rule in which there was
no trading transaction of the Company’s securities during the restricted
period.

  3. Role of Stakeholders

The Company stressed the importance on ensuring that all of the
stakeholders are well taken care of and treated right according to the
related laws or agreement made with the Company. The Company stated
those practices in the “Ethical Practices of Executives and Staff of the
Company” guideline which stated various practices in which executives
and staff should do towards the Company’s different stakeholders such as
the shareholders, customers, employees, creditors and suppliers
including competitors and society as a whole.

All stakeholders mentioned above are within the Company’s concern to
ensure that their basic rights are preserved and well taken care of in
accordance to the related laws, rules and regulations. The Company will
always operate on honesty, justice, lawful and in compliance to the
related regulations for the most benefit of the Company’s shareholders
and responsible for the services quality rendered to the customers based
on their satisfactory standard and within the scope of the SEC and SET’s
regulations. Employees are ensured to receive sound welfare and
benefits. Agreements made with creditors and suppliers are strictly
followed. Competitors are treated in relevant to the international
standard and within the laws of business competition boundary without a
tort of secret or a fraud of trade secret of the competitors. Finally,
the Company takes care and supports social activities in order to help
support the underprivileged in society.

In 2007, the Company followed all the said policies. Throughout the
year, there has not been any complain about unqualified services from
the customers nor any dispute with the competitors. The Company has been
trying to carry out its operations on honesty and compliance to the laws
and regulations. During the year, the Company has not been fine by any
regulator for breaches of the rules and regulations. However, there was
1 shareholder writing to complain and question whether the Company’s
Directors had been managing the business properly claiming that the
Company’s market share was rather low. The Chairman of the Board had
responded to explain that the Company had already earned a net profit
comparing with the same period of last year (quarter 3/2006) when the
Company had a net loss and would like the shareholder to focus on the
profitability rather than the market share ranking.

As for the social responsibility role, the Company allocates a sum of
budget each year to arrange or participate in social support activities.
In 2007, the Company focused on supporting education by donating money
to provincial schools to set up school library including books donations
and also set up scholarships for the poor children in 2 schools in
Lopburi Province and donated second-hand computer sets to a school in
Rayong Province and a scholarship to a private school established to
support drugs prevention for the children in Nonthaburi Province. In
addition, the Company also donated some money for the HIV patients in
Wat Phra Baht Nam Phu in Lopburi Province.

  4. Disclosure and Transparency

The Company’s disclosure policy is to disclose clear, accurate,
sufficient and timely information to all concerns in relation to the
rules set by the SET and SEC and with transparency that is able to be
inspected. The Company’s information will be disclosed through the SET’s
electronic system (ELCID) and also posted on the Company’s website under
“US News” topic.

In 2007, the Company’s financial information has been disclosed
quarterly within the set schedule. The said financial statements were
prepared by the Certified Public Accountant who has no relationship
whatsoever with the Company and in accordance with the generally
accepted accounting standard. Before each disclosure, the financial
statement has been reviewed and audited by the Company’s Audit Committee
who is the Company’s Independent Director and the Board of Directors.
The Board of Directors agreed that the overall internal control system
of the Company was satisfactory and sufficient to reasonably certify the
reliability of the Company’s financial statements as of 31 Dec, 2007.

Beside financial information, the AGM documents FY2007 were disclosed so
that the shareholders were able to learn the information 30 days in
advance of the meeting date. The disclosure also included the
announcement of the minor shareholders’ right to submit special agenda
and nominate qualified candidates for Directors position in advance
starting from 1 Oct to 31 Dec, 2007. The information disclosed was put
in both Thai and English languages and posted on the Company’s website
and the news was also disclosed on the SET’s electronic system to ensure
the shareholders of its clear, accurate and sufficiency of the
information and to provide sufficient time for them to study the
information in each agenda before attending the Meeting by themselves or
by granting a proxy to attend the Meeting or to vote on their behalf.

The Company had not officially set up an Investor Relations Dept. as it
is still small. However, during the year, the Company’s Research
Department Team, coordinated with SET and Thai Investor Association to
conduct the company visit trip for the listed companies such as EGCO on
20 Jun, 07 and BCP on 3 Sep, 07. The attendants were their shareholders,
members of Thai Investor Association, public, and company’s customers.
Moreover, US accompanied with Settrade Dot Com arranging the Seminar
“Professional Investment Strategy…...Online Investors Style” on 22 Sep,
07 at the SET meeting room.

Nevertheless, shareholders or other investors may reach the Company or
view interesting securities analysis reports by visiting
www.unitedsec.com under the topic of “Daily Stocks Analysis” and the
Company’s executives may always be reached at e-mail address :
IR@unitedsec.com.

  5. Responsibilities of the Board

The Company focuses significantly on the role, duties and
responsibilities of the Board of Directors as being the one who
determines policies and direction of the Company and reveals them to the
management who uses them as a direction in operating the Company’s
businesses towards profit achievement for the benefit of the
shareholders. Therefore, the Board’s structure and qualifications
including the efficiency in carrying out the duties are the important
factors that the Company always concerns. Self-assessment of the Board
of Directors was then activated for the first time in December, 2007 and
planned to carry on every year. The result of the assessment showed that
more than 90% of the Board members quite agreed to fully agreed that the
Board’s structure, qualifications, roles duties and responsibilities,
the Board Meeting arrangement, duty performing, relationship with the
management and development of the Board itself and the executives were
carried out fairly to extremely well.

In 2007, the Company’s Board of Directors consisted of 9 members,
namely, 4 executive directors, 1 non-executive director, and 4
Independent Directors or more than one-third of all directors whereby
the Chairman of the Board represents the shareholder, is the
non-executive Director and is not the same person as the Chairman of the
Executive Board to assure that the Board can actively perform its duties
as shareholders’ representative and a balance of power is properly
exercised. The Board does believe that the Company’s Board of Directors’
composition is appropriate in terms of number of member compared to the
Company’s size. The qualifications of the Board especially the Audit
Committee members of which 2 out of 3 members are experts in Accounting
field supplemented with long working experiences in finance & securities
fields. In addition, one of the Independent Directors is an economics
and social academician. Executive Directors of the Company are equipped
with various fields of experiences such as securities marketing,
Investment Banking, Finance & Banking and Accounting which are valuable
to the ideas and suggestions made for decision making to the Board. Each
Director is able to devote his time fully well on carrying out their
duties as there is no one being a director of other organization (except
subsidiary companies) more than 5 organizations.(brief profile of the
Board of Directors can be viewed in Attachment 1)

Audit Committee was the only sub-committee officially set up by the
Company without setting up the Nomination and Compensation Committees.
However, in practice, each and every director is able to nominate high
caliber candidates for the Company’s directors, Independent Directors as
well as Audit Committee members to the Board of Directors’ Meeting for
consideration and to be approved from the shareholders’ meeting as the
case may be. As for the determination of remunerations, the Board of
Directors will set up the remunerations for the Company’s executives and
the Board’s remunerations will be approved by the shareholders in the
AGM.

The Company arranges its Board of Directors Meeting and Audit Committee
Meeting regularly on a monthly basis at least once a month. Before the
meeting date, the directors will receive the agenda and documents about
3-7 days in advance which is a sufficient time for the members to study
and prepare for the meetings. In 2007, the Company arranged 12 meetings
for Board of Directors and 12 meetings for the Audit Committee in which
the Board agreed that it is appropriate and sufficient to oversee that
the Company’s operations has been running successfully.

The meeting attendance of each director is tabled below:

  ---------------------- -------------- ------------------ -------------------
  Name                   Office Term    Time Participate / 
                         Period         Total Meetings     
                                        (times)            

                                        Board of Directors Audit Committee
                                        Meeting            Meeting

  1. Mr. Mitsuji         2006-2008      9/12               -
  Konoshita                                                

  2. Mr. Wichian         2008-2010      12/12              12/12
  Wattanakun                                               

  3. Mr.Chokechai        2006-2009      12/12              12/12
  Tanpoonsinthana                                          

  4. Mr. Vikit           2006-2009      10/12              10/12
  Kachonnarongvanich                                       

  5. Mr.Vorapol          2005-2008      10/12              -
  Socatiyanurak                                            

  6. Mr.Tatsuya          2008-2010      9/12               -
  Konoshita                                                

  7. Mr. Jeremy Liau     2008-2010      11/12              -

  8. Mr. Yothin          Jul50-Apr.51   6/6                -
  Viriyenawat *                                            

  9. Ms. Tippranee       2005-2008      10/12              -
  Chatmanop                                                
  ---------------------- -------------- ------------------ -------------------

* Appointed during the year

In each Board of Directors’ Meeting, there are regular agendas. Beside
the certifying of previous minutes, they are : 1. a report on securities
market outlook of the previous month in order to acknowledge the
movement of the market as well as the positive and negative factors
affecting the market, both local and foreign. 2. a report on the
Company’s performance and the comparison of actual income and expenses
against the set budget. 3. the summary of Executive Committee’s minutes
which divided into matters for acknowledgement and matters required
further approval from the Board of Directors including the report on
each business units’ performance of the previous month which might as
well served as a form of monitoring of the Company’s management
operations efficiency. 4. a summary of Audit Committee’s minutes of the
monthly meeting which consists of the auditing results of the Marketing
staff’s operations in terms of compliance to the rules and regulations
of the regulators and the Company’s rules as well as internal control
and various risk done by the Compliance & Internal Audit Dept. and 5.
Update the Company’s securities holding of Directors and Executives.
Moreover, in December meeting of each year, there will be an agenda to
consider the setting up of the Company’s plans and budgets for the
coming year in order to determine the Company’s objectives, policies and
business direction,

The Executive Board was set up which consists of Chairman of the
Executive Board, the Managing Director and the top management from the
Company’s core departments, namely, Marketing (front office) and
Business Support (back office) in order to help screening the
information to facilitate the Board of Directors decision making or it
is able to make its own decision concerning the normal business
operations of the Company which is in line with pre-determine and
approval authority and Company’s direction. In 2007, the Executive
Committee had arranged altogether 27 meetings to discuss and approved
various operation matters. In addition, the Executive Committee has set
up various sub-committees / working group such as Risk Management
Committee, Human Resources Committee, Back Office Committee and IT
Working Group as working groups to handle the related matters and in the
year 2007, the Risk Management Committee had arranged 43 meetings (List
of the Board and Committees and its power and duties can be found in No.
2.9, Sub-Clause 1: Management Structure on page 31)

As for the development of Directors’ qualifications, the Company
encourages all Directors to participate in at least one basic course
held by the Thai Institute of Directors Association (IOD). In 2007, the
Company’s new Director and 1 foreign director had joined the course.
However, the remaining 2 foreign Directors of the Company had not yet
been in any of the courses as the course needs to be conducted in
English for them. Unfortunately, they had not been able to join as they
often been abroad while courses in English had not been arranged so
often.

1.  

2.  

3.  

4.  

5.  

6.  

7.  3.  

1.  

2.  

3.  

4.  3.  

+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    | 1.       |              |         |            |
|                    | 2.       |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+

12. 
13. 

-   

(5) Human Resources

As of 31 December 2007, the Company had a total headcount of 176 persons
which can be categorized below:

  1. Marketing group (front office staff) 81 persons

  2. Investment Banking group 3 persons

  3. Operations group (back office staff) 85 persons

  4. Others 7 persons

There were 3 branches of which 21 persons were the branches’ staff .

The overall remunerations of the employees categorized by types of
remunerations are shown in the table below:

+----------------------+---------------+--------------+---------------+
| Types of             | Year 2005     | Year 2006    | Year 2007     |
| Remunerations        |               |              |               |
|                      |               |              |               |
| (Unit :Baht)         |               |              |               |
+----------------------+---------------+--------------+---------------+
| Salary               | 98,946,541    | 10           | 97,047,745.12 |
|                      |               | 0,209,795.67 |               |
+----------------------+---------------+--------------+---------------+
| Bonus                | 5,085,695     | 9,661,200.55 | 12,722,473.69 |
+----------------------+---------------+--------------+---------------+
| Contribution on      | 4,032,459     | 3,381,848.94 | 3,432,588.98  |
| Provident Fund       |               |              |               |
+----------------------+---------------+--------------+---------------+
| Marketing Incentive  | 53,333,392    | 3            | 28,846,736.18 |
|                      |               | 3,148,928.25 |               |
+----------------------+---------------+--------------+---------------+
| Others               | 4,563,579     | 1            | 275,160.75    |
|                      |               | 0,354,943.46 |               |
+----------------------+---------------+--------------+---------------+
| Total                | 165,961,666   | 15           | 1             |
|                      |               | 6,756,716.87 | 42,324,704.72 |
+----------------------+---------------+--------------+---------------+

Human Resources Management Policy and Human Resources Management System

In realizing the importance of educating the employees, the Company
provides the employees both from front and back offices in different
levels with useful training courses organized by outside institution and
focused on training courses which could mainly improve skill, knowledge
and ability to work.

Promotion of Better Life Quality and Job Security

As quality of work always comes from happy employees who feel secured in
their jobs, aside from developing the capability of its human resources
and its human resources management system, the Company also pursues a
policy to promote better quality of life and to boost the feeling of job
security. In each year, the Company has co-operated with the Western
Property Co., Ltd., the landlord of its head office building, on the
fire drill project and also sending the Company’s representative to join
a training course about knowledge of earthquake.

Moreover, in order to take good care of employees’ quality of life, the
Company set up special leaves with pay in addition to the leaves
stipulated by law, other than the normal personal leave as follows:

Leave for preparation when employees’ family members passed away:
Employees could take leave for 5 working days (family members include
employees’ parents, spouses’ parents, spouses and children including
brothers and sisters of full blood or brothers and sisters of half
blood)

Leave for taking care of spouse when delivery a child for male
employees: They could take leave for 3 working days.

Leave for dharma practice: Employees could take leave once a year and
not over 5 working days/ time/ calendar year. In addition, the Company
has supported them the actual cost incurred from such dharma practice
but not exceeding THB 1,000/ person/ time.