2.9 Management

(1) Management Structure

  The company has established various boards and committees to handle
  related types of activities namely Board of Directors, Board of
  Executive Directors, Audit Committee and Investment Committee.

  A. Board of Directors

  Board of Directors consists of 11 members as follows:

1. Mr.Vitoon Wongkusolkij Chairman of the Board of Directors

2. Mr.Chanin Vongkusolkit Director

3. Mr.Pravit Klongwathanakith Director

4. Mr.Siripong Sombutsiri Director

5. Mr.Kanit Sarasin Director

6. Mrs.Wilaiwan Tantitham Executive Director

7. Mr.Verajet Vongkusolkit Executive Director

8. Mr.Kulvat Janvatanavit Director & President

9. Mr.Vichien Wattanakun Independent Director

10.Mr.Vorapol Socatiyanurak Independent Director

11.Mrs.Benjawan Kumpanartsanyakorn Independent Director

The company’s secretary to the Board is Mrs.Siriphen Pongchairerks.

The Authorized Directors

The Directors who are authorized signers consist of Mr.Siripong
Sombutsiri, Mrs.Wilaiwan Tantitham and Mr.Kulvat Janvatanavit on the
condition of 2 out of the 3 directors co-sign with the company’s 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:

-   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.

-   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.

-   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 Chief Executive
    Director.

B.  The Board of Executive Directors

  As of 31 December 2001, the company’s Board of Executive Directors
  consisted of 4 members which details are as follows:

  1. Mr.Siripong Sombutsiri Director & Chief of Executive Director

  2. Mrs.Wilaiwan Tantitham Executive Director

  3. Mr.Verajet Vongkusolkit Executive Director

  4. Mr.Kulvat Janvatanavit Executive Director

Authority and Responsibilities of the Board of Executive Directors

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 Managing Director and to be able to determine the 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 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 100 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 allocate the reward or bonus which amounts are already agreed
    upon by the Board of Directors to the company’s employees or workers
    or to other personnel in return for their performances.

10. To approve the promotion, transfer or lay off of the employees under
    management level up to Assistant to Managing Director 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’ Meeting on case-by-case
basis.

C. Audit Committee consists of

1. Mr.Vichien Wattanakun Chairman of the Audit Committee

2. Mr.Vorapol Socatiyanurak Audit Committee

3. Mrs.Benjawan Kumpanartsanyakorn Audit Committee

 The Senior Vice President – Management Internal Control & MIS, Mrs.Kanchana Utaichaisiri, was appointed 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 adequately
    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, adequacy 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.

D. Investment Committee

  Investment Committee is appointed by the Board of Directors and
  consists of Mrs.Wilaiwan Tantitham as the Chairman, Miss Tippranee
  Chatmanop and Mrs.Chutimarl Chirabovornpongsa as the members of the
  committee. The investment limit are detailed as follows:

+--------------------------+-------------------------+-----------------+
| Investment Limit         |                         | Authorized      |
|                          |                         | Signers         |
+--------------------------+-------------------------+-----------------+
| Securities Trading       | Portfolio Investment    |                 |
+--------------------------+-------------------------+-----------------+
| Not exceeding 100        | Not ex                  | Investment      |
| million Baht             | ceeding 10 million Baht | committee       |
+--------------------------+-------------------------+-----------------+
| Exceeding 100 million    | Exceeding 10 million    | Board of        |
| Baht but not exceeding   | Baht but not exceeding  | Executive       |
| 150 million Baht         | 30 million Baht         | Directors       |
+--------------------------+-------------------------+-----------------+
| Exceeding 150 million    | Exceeding 30 Million    | Board of        |
| Baht                     | Baht                    | Directors       |
+--------------------------+-------------------------+-----------------+

The Investment Committee has the responsibilities on setting up the
company’s investment policy and rules governing the securities trading
and the investment on company’s portfolio. The investment policy, for
instance, will include the resolutions on investment limit, securities
trading limit, scope of securities trading and portfolio investment,
determination of criteria concerning the selection of the securities for
trading or for portfolio investment as well as the types of the
investment and the risk management criteria.

  E. List of Executives as at 31 December 2001 consists of

  ----- --------------------- -------------------------------------------
  1.    Mr.Kulvat             Managing Director
        Janvatanavit          

  2.    Mrs.Wilaiwan          Executive Director
        Tantitham             

  3.    Mr.Prasitsin          Deputy Managing Director-Marketing
        Visawanand            

  4.    MissTippranee         Assistant to Managing Director-Operations
        Chatmanop             

  5.    Mrs.Kanchana          Senior Vice President-Management Internal
        Uthaichaisiri         Control and Compliance Officer, Compliance
                              Unit and Legal Division

  6.    Mrs.Kanlaya           Senior Vice President-Operations
        Chusattayanond        

  7.    Mrs.Suwanna           Senior Vice President-Marketing
        Sangkamekha           

  8.    Mr.Kittipong Supradit Senior Vice President-Marketing
        na Ayudhya            

  9     Mrs.Supaneeya         Vice President-Accounting and Finance
        Laksameset            
  ----- --------------------- -------------------------------------------

  (2) Selection of Directors and Executives

No special committee was established to do the selection of the
Directors and Executives. However, the policies governing the selection
of Directors and Executives are as follows:

- The Selection of Company’s Directors

The company’s Board of Directors should consist of not less than 5
persons who are appointed from the shareholders’ Meeting of which each
shareholder has a vote equals to the number of shares held. Each
shareholder may exercise the total votes to select one or more persons
as Directors each of which has an equal vote. The persons of the highest
vote and the subsequent votes will be selected and appointed as
Directors respectively until the required number of Directors are
filled. Should there be an equal vote, then the Chairman of the Meeting
will give the final judgment vote. All others should follow the
Company’s Articles of Association.

- The Selection of Executive Directors

Board of Executive Director was set up to minimize the problems arisen
from the failure to carry out the Board of Directors’ resolutions which
formerly had depended solely on the Managing Director’s executions and
this will pre-furnish the company with a control mechanism which is well
prepared for future merger plan. The members of the Executive Board are
selected among the members of the Board of Directors and will report
directly to the Board of Directors. The Chairman of the Board of
Directors will normally become the Chairman of the Executive Board.
However, if this is not convenient, then someone else from the Executive
Board may be selected and appointed as the Chairman. The Managing
Director will become the Executive Board by position and the Board of
Executive Directors will have to carry out a meeting at least twice a
month.

- The Selection of Audit Committee

The Audit Committee should be appointed by the Board of Directors and
normally the Independent Directors were appointed to be the Audit
Committee and the term of office is 2 years.

  (3) Management Remunerations

  a. Remunerations is cash

-   Directors

+--------------------+--------+--------------+--------+---------------+
|                    | Year   |              | Year   |               |
|                    | 2000   |              | 2001   |               |
+--------------------+--------+--------------+--------+---------------+
|                    | No. of | Total Amount | No. of | Total Amount  |
|                    | P      | (Baht)       | P      | (Baht)        |
|                    | ersons |              | ersons |               |
+--------------------+--------+--------------+--------+---------------+
| Directors’ fee     | 12     | 2,484,000    | 11     | 1,896,000     |
+--------------------+--------+--------------+--------+---------------+
| Bonus              | 8      | 2,400,000    | -      | None          |
+--------------------+--------+--------------+--------+---------------+
| Other              | -      | None         | -      | None          |
| remunerations      |        |              |        |               |
+--------------------+--------+--------------+--------+---------------+
| Total              |        | 4,884,000    |        | 1,896,000     |
+--------------------+--------+--------------+--------+---------------+

-   Executive Directors and Management (Excluded Company’s Directors)

+---------------------+--------+--------------+---------+-------------+
|                     | Year   |              | Year    |             |
|                     | 2000   |              | 2001    |             |
+---------------------+--------+--------------+---------+-------------+
|                     | No. of | Total Amount | No. of  | Total       |
|                     | P      | (Baht)       | Persons | Amount      |
|                     | ersons |              |         | (Baht)      |
+---------------------+--------+--------------+---------+-------------+
| Salaries            | 8      | 10,652,821   | 9       | 10,194,593  |
+---------------------+--------+--------------+---------+-------------+
| Bonus               | 4      | 9,341,760    | -       | None        |
+---------------------+--------+--------------+---------+-------------+
| Other Remunerations | -      | None         | -       | None        |
+---------------------+--------+--------------+---------+-------------+
| Dire                | 2**    | 1,975,000    | -       | None        |
| ctors and Executive |        |              |         |             |
|                     |        |              |         |             |
| Directors (if any)  |        |              |         |             |
+---------------------+--------+--------------+---------+-------------+
| Total               |        | 21,969,581   |         | 10,194,593  |
+---------------------+--------+--------------+---------+-------------+

  Remarks : **Mr.Pravit Klongwattanakith and Mr.Verajet Vongkusolkit
  were paid a consultant fee ended September 2000

B. Other Remunerations (Non cash)

-   Directors

  -None -

-   Executive Directors and Management

Other remunerations to Executive Directors and Management are the
Provident Fund which: In the year 2000, there were altogether 8
Executive Directors and Management which amounted to 320,184 Baht. In
2001, there were 9 Executive Directors and Management and the Provident
Fund was amounted to 300,578 Baht.

  (4) Supervision of Business Operations

The Board of Directors has complied to the Code of Best Practices as
laid down by the Stock Exchange of Thailand.

The Board of Directors has formed its organization properly in order to
ensure the highest efficiency in the supervision of business operations
which details are given below:

-   4 Executive Directors

-   7 Non Executive Directors

-   3 Independent Directors

-   4 Outside Directors

-   The Independent Directors are also appointed to be an Audit
    Committee in order to help oversee the financial auditing report,
    internal control system and the Compliance systems so that they
    follow the set policies.

Moreover, the Board of Directors also strict on the disclosure of
various information concerning the conflict of interest items and ensure
that the company’s operations are in compliance with the law or other
related rules laid down by the Compliance Unit.

  (5) Supervision of Inside Information Usage

It was clearly stated in the Compliance Manual and as the rules of the
company concerning the policy to protect the abuse of inside information
for personal benefits.

The policy and regulations are as follows:

1.  The company requires that the employees open the securities trading
    account with the company only and has limited the period of making
    buying or selling orders to be during pre-open period only and such
    orders required a prior check and approval by the Compliance Unit to
    make sure that they are not in the restricted list before the orders
    can be executed. In addition, the employees have to disclose the
    trading of securities transactions of their spouses and/or minor
    children to the Compliance Unit on monthly basis in order to be
    transparent and fair.

2.  It is the company’s rules which applied to all employees, who may
    have more chance to know the inside information than the general
    public, not to make use of the information for personal benefits.
    The company will ensure that all employees realize and strictly
    follow this rule, the rule of standard practice.

3.  The Chinese Wall rule also applied in the company’s operations so
    that the employees are aware of the importance of keeping both the
    customers’ as well as the company’s secrets which is considered to
    be a method of preventing the abuse of inside information

4.  The rules concerning Watch list, Restricted List or Research list
    which are the lists of those securities that the company has the
    business involved in and should be restricted in various activities,
    e.g., the company’s portfolio investment, employees’ trading, the
    issuing of reports or research paper. And such lists are used as the
    information by the Compliance Unit in controlling of the abuse of
    inside information and the conflict of interest.

  Each and every rule stated above should be followed by all employees
  and they are considered to be an important policy which the Board of
  Directors assigned the Compliance Unit to control and to report
  directly to the Executive Board and the Audit Committee.

Those Management or employees who are found guilty of violating the
above rules will be subject to the company’s disciplinary action.

  (6) Human Resources

As of 28 December 2001, the company had a total headcount of 111 persons
which can be categorized below:

  1. Marketing group 43 persons

  2. Operations group 30 persons

  3. Others 38 persons

14 persons from the 3 branches and 21 persons from the company’s
subsidiary are inclusive.

For the past 3 years, the company has been engaged in one labor dispute
case which was able to settle during litigation process.

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

+---------------------+---------------+---------------+---------------+
| Types of            | Year 1999     | Year 2000     | Year 2001     |
| Remunerations       |               |               |               |
|                     |               |               |               |
| (Unit :Baht)        |               |               |               |
+---------------------+---------------+---------------+---------------+
| Salary              | 42,548,930.00 | 50,551,536.67 | 34,541,290.60 |
+---------------------+---------------+---------------+---------------+
| Bonus               | 6,800,000.00  | 9,341,760.00  | 257,300.00    |
+---------------------+---------------+---------------+---------------+
| Contribution on     | 1,230,923.00  | 1,673,811.92  | 910,187.18    |
| Provident Fund      |               |               |               |
+---------------------+---------------+---------------+---------------+
| Marketing Incentive | 1             | 43,428,602.63 | 6,876,304.73  |
|                     | 11,145,973.00 |               |               |
+---------------------+---------------+---------------+---------------+
| Others              | 5,412,412.00  | 11,195,029.87 | 3,447,092.52  |
+---------------------+---------------+---------------+---------------+
| Total               | 1             | 1             | 46,032,175.03 |
|                     | 67,138,238.00 | 16,190,741.09 |               |
+---------------------+---------------+---------------+---------------+

The Company has a policy to develop its employees’ efficiency by
arranging both internal and external training courses on a continual
basis.