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9. Management

9.1 Management Structure The Board of Directors consists of 3 Boards.
The Board is the Board of Directors, Board of Audit Committee and the
recruitment and Remuneration Committee. The authorizations are as
follows:

(A) The Board of Directors has the duty to make recommendations and to
draw Company policy, working strategy and other visions of the Company’s
operation. As of December 31, 2007 the Board consisted of the following
13 members:

+----------------------------+-----------------------------------------+
|   Name                     | Position                                |
+----------------------------+-----------------------------------------+
|   1. Mr. Somboon           | Chairman of the Board and Independent   |
|   Chinsawananon            | Director                                |
+----------------------------+-----------------------------------------+
|   2. Mr. Saroch            | Chairman of Audit Committee and         |
|   Lamlertprasertkul        | Independent Director                    |
+----------------------------+-----------------------------------------+
|   3. Mr. Pravit            | Audit Committee and Independent         |
|   Tantiwasinchai           | Director                                |
+----------------------------+-----------------------------------------+
|   4. Mr. Phairat Sittakul  | Audit Committee and Independent         |
|                            | Director                                |
+----------------------------+-----------------------------------------+
|   5. Mr. Wattana Chiengkul | Director and Independent Director       |
+----------------------------+-----------------------------------------+
|   6. Mr. Vorasit           | Director and Independent Director       |
|   Pokachaiyapat            |                                         |
+----------------------------+-----------------------------------------+
|   7. Mr. Kachen Benjakul   | Director and Independent Director ⁽¹⁾   |
+----------------------------+-----------------------------------------+
|   8. Asst. Prof. Yuen      | Director                                |
|   Poovarawan               |                                         |
+----------------------------+-----------------------------------------+
|   9. Mr. Sumeth            | Director                                |
|   Damrongchaitham          |                                         |
+----------------------------+-----------------------------------------+
|   10. Mr. Yongsak          | Director                                |
|   Ekprachyasakul           |                                         |
+----------------------------+-----------------------------------------+
|   11. Mr. Thanong          | Director, Managing Director and         |
|   Chotisorayuth            | Authorized director to sign for and     |
|                            | bind the company                        |
+----------------------------+-----------------------------------------+
|   12. Mr. Viboolsak        | Director, Deputy Managing Director,     |
|   Udomvanich               | Authorized director to sign for and     |
|                            | bind the company and Company's          |
|                            | Secretary                               |
+----------------------------+-----------------------------------------+
|   13. Mr. Pongsak          | Director, Deputy Managing Director and  |
|   Sivapatrakumpol          | Authorized director to sign for and     |
|                            | bind the company                        |
+----------------------------+-----------------------------------------+

Remark : ⁽¹⁾ The Board of Director has assigned Mr. Kachen Benjakul,
independent director to be the secretive director of Plearn Patt Co.,
Ltd. without fired remuneration for management or consultant position in
order to acknowledge the operation activities and report back to the
board with liberal view.

The shares held by the Board of Directors are stipulated under the
Securities and Exchange Act B.E. 2535, section 258 and shareholders who
are under such law in 2007 and 2006 are shown as follow:

+----------------------+----------+----------+-------------+----------+
|   Name-Last name     | Number   |          |             | Remarks  |
|                      | of       |          |             |          |
|                      | shares   |          |             |          |
+----------------------+----------+----------+-------------+----------+
|                      | December | December | Number of   |          |
|                      | 31, 2007 | 31,      | shares:     |          |
|                      |          | 20006    | Increase    |          |
|                      |          |          | (Decrease)  |          |
|                      |          |          | during the  |          |
|                      |          |          | year        |          |
+----------------------+----------+----------+-------------+----------+
| 1. Mr. Somboon       | 155,842  | 150,000  | 5,842       |          |
| Chinsawananon        |          |          |             |          |
+----------------------+----------+----------+-------------+----------+
| 2. Mr. Saroch        | None     | None     | -           |          |
| Lamlertprasertkul    |          |          |             |          |
+----------------------+----------+----------+-------------+----------+
| 3. Mr. Pravit        | None     | None     | -           |          |
| Tantiwasinchai       |          |          |             |          |
+----------------------+----------+----------+-------------+----------+
| 4. Mr. Phairat       | 6        | 5        | 1,223,506   |          |
| Sittakul             | ,405,166 | ,181,660 |             |          |
+----------------------+----------+----------+-------------+----------+
| 5. Mr. Wattana       | 5        | 5        | 30,392      |          |
| Chiengkul            | ,216,992 | ,186,600 |             |          |
+----------------------+----------+----------+-------------+----------+
| 6. Mr. Vorasit       | None     | None     | -           |          |
| Pokachaiyapat        |          |          |             |          |
+----------------------+----------+----------+-------------+----------+
| 7. Mr. Kachen        | 354,000  | 50,000   | 304,000     |          |
| Benjakul             |          |          |             |          |
+----------------------+----------+----------+-------------+----------+
| 8. Asst. Prof. Yuen  | 13       | 13       | -           |          |
| Poovarawan           | ,174,940 | ,174,940 |             |          |
+----------------------+----------+----------+-------------+----------+
| 9. Mr. Sumeth        | None     | None     | -           |          |
| Damrongchaitham      |          |          |             |          |
+----------------------+----------+----------+-------------+----------+
| 10. Mr. Yongsak      | None     | None     | -           |          |
| Ekprachyasakul       |          |          |             |          |
+----------------------+----------+----------+-------------+----------+
| 11. Mr. Thanong      | 14,8     | 12,6     | 2,220,672   | **i      |
| Chotisorayuth        | 49,742** | 29,070** |             | ncluding |
|                      |          |          |             | the      |
|                      |          |          |             | Spouse's |
|                      |          |          |             | shares   |
+----------------------+----------+----------+-------------+----------+
| 12. Mr. Viboolsak    | 3        | 5        | (1,363,225) |          |
| Udomvanich           | ,700,285 | ,063,510 |             |          |
+----------------------+----------+----------+-------------+----------+
| 13. Mr. Pongsak      | 10       | 9        | 1,043,512   |          |
| Sivapatrakumpol      | ,850,842 | ,807,330 |             |          |
+----------------------+----------+----------+-------------+----------+

The Directors who are authorized to sign on behalf of the Company
comprise of Managing director, and Deputy Managing director, with
signatures of at least two–thirds of authorized Directors and stamp of
Company's seal of approval.

Scope of Duties of the Board of Directors The Board of Directors has
duties to make decision and supervise the operation of the Company
except the following which has to be approved from the resolution of
general shareholders:

  1. To determine vision, mission, and strategy of the Company that
  includes the objective and financial target to support the stability
  and balanced and sustainable benefit for all elements concerned. This
  also includes the continuous value adding to the share holder.

  2. To practice according to the laws, stipulations, and regulations
  associated with business activity and also shareholders’ resolution,
  so that Company’s business interest will be maintained as to not
  result in conflict of interest which may affect the interest groups.

  3. To determine the management guideline and overall risk management,
  as effective risk management procedure may be realized.

  4. To assign the task of report on financial status and ensure the
  openness, clarity, transparent, and reliability of such report in
  accordance with rules that each departments are related.

  5. To supervise on the suitable communication channels between the
  Company and the Shareholder and also interest groups

  6. To ensure the availability of the suitable system or mechanism of
  executives’ remunerations, creating a proper work incentive.

  7. To approve budget for financial activity such as budget for stock
  investment, loan, that will not result in the conflict of interest
  toward any Committee member.

With exception, the following matters are required for the Committees to
have approval from the shareholders’ meeting prior to undertaking the
plan.

  1. Issues prescribed by law have to be approved by for the resolution
  of general shareholders.

  2. Issue of related–party transactions with the value of item needed
  to be approved form the resolution of general shareholders according
  to the regulation or promulgation of the Stock Exchange of Thailand
  about related–party transaction of listed companies.

  3. Issue of buying or selling significant assets with the value needed
  to be approved from the resolution of general shareholders according
  to the regulation or promulgation of the Stock Exchange of Thailand
  about acquisition and disposal of assets of listed companies.

There was a review of duties of the Board of Directors in order to
harmonize with the Good Corporate Governance policy.

Moreover, the Company realized the importance of good supervision, as
the result, 10 out of 13 Directors completed the Director Accreditation
Program (DAP), Director Certification Program (DCP) and the seminar
course named Role of the Compensation Committee (RCC) which was
organized by Thai Institute of Directors.

Company Secretary/Secretary to the Boards of Directors: The Board of
Directors has appointed Mr. Viboolsak Udomvanich, a Director, to be the
Company's secretary who has proper qualification and experience to take
responsibility in monitoring the Company to comply to the rules and the
Company's regulations, and also in line with principles of corporate
good governance to allow effective management.

Scope of Duty for Company's Secretary

1.  To give initial recommendations to the Directors concerning the
    issues of legality, regulations, and a number of Company
    information, and follow through to ensure that all regulations are
    properly adhere to, including the report concerning changes which is
    deemed significant.

2.  To organize shareholders' meeting and the Board of Directors'
    meeting in accordance with the law and Company's rule.

3.  To record and report the issues in the shareholders' and the Board
    of Directors' meeting, and also keep track of activities that has
    been decided in the shareholders' and the Board of Director’s
    meeting.

4.  To ensure the openness of information which is in accordance with
    the Stock Exchange of Thailand, Securities and Exchange Commission,
    and other supervisory authority.

5.  To communicate with the shareholders, investor, supervisory
    authority, which also includes the dissemination of information the
    those interested public, and some interest groups.

(B) The Audit Committee has the duties to encourage operational
efficiency and increase the organization’s value to give effect to

1. Increasing confidence and trust in the Company’s financial statements
and reports.

  2. Improving the function and process of internal and external audits
  and improving the efficiency of communications between the internal
  audit Committee and the auditor.

As of December 31, 2007 the Audit Committee consisted of the following 3
members and 1 member of Secretary of the Audit Committee which consists
of 3 independent Directors, where 2 of the Directors possess the direct
knowledge and understanding or experience in accounting or finance, as
the names are shown below:

+------------------+-----------------+--------------------------------+
|   Name           |   Position      |                                |
+------------------+-----------------+--------------------------------+
| 1. Mr. Saroch    | Chairman of     | Independent Director and has   |
| L                | Audit Committee | accounting experience          |
| amlertprasertkul |                 |                                |
+------------------+-----------------+--------------------------------+
| 2. Mr. Pravit    | Audit Committee | Independent Director and has   |
| Tantiwasinchai   |                 | accounting experience          |
+------------------+-----------------+--------------------------------+
| 3. Mr. Phairat   | Audit Committee | Independent Director           |
| Sittakul         |                 |                                |
+------------------+-----------------+--------------------------------+

Mr. Wachiratham Siriarchawattana, the manager of audit division, is the
secretary of the Audit Committee

Scope of Duties of the Audit Committee

1.  To review of the quarter financial statements of the Company before
    submitting to the Board of Directors.

2.  To review the effectiveness and adequacy of risk management process
    and internal control system.

3.  To review the effectiveness and adequacy of internal auditing task
    and assess the operation of internal audit staffs.

4.  To review of the Company’s operations to ensure that they are in
    compliance with the Securities and Exchange Acts, Stock Exchange of
    Thai regulation.

5.  To take care of preventing the conflict of interest from occurring
    and consider to disclosure Company information transparently and
    accurately in case of there are connected transactions or items
    probably to create conflict of interest.

6.  To consider, select and appoint auditors, and evaluate the auditors’
    works.

7.  To provide consultation and recommendation in overall Company risk
    management.

8.  To propose proper practice of auditing guidelines.

9.  Review the principle of corporate good governance for the Company,
    by comparing to the. Convention standard and offer recommendation to
    the Directors.

10. Perform other duty as delegated by the Directors.

The Audit Committee held regular meeting once every quarter with the
outside accounting audit, and also the accounting department, and also
report directly to the Board of Directors. Moreover, the Audit Committee
can hold joint meeting with accounting department without the present of
managing director at the meetings, but, however, under the
acknowledgement of them.

(C) The Recruitment and Remuneration Committees are appointed by the
Board of Directors. Their duty is to search and recruit individuals to
be positioned as Company’s managing director, head of the Directors,
executives, and also to follow up on succession plan to select
individuals suitable for higher executives position and reports directly
to the Board of Directors for approval, or to advise to the share
holders, in some cases. Moreover, the Committees also review the annual
remuneration for the management team to be commensurate with the
responsibility and comparable to the outside labor market of the same
industry, including the remuneration at the appropriate level with
respect to the business growth, rate of increase in profit margin, as
well as task and responsibility of committee, sub-committee, and the
Company executives, to submit the proposal at the shareholder's meeting.
As of December 31, 2006 the Recruitment and Remuneration Committee
comprises of three respectable individuals, 2 from independent Directors
and 1 from Director:

  ---------------------- -------------------- ---------------------------
  Name                   Position             

  1. Mr. Somboon         Chairman of Board    a board member who is not a
  Chinsawananon          Directors            management director and is
                                              an independent Director

  2. Mr. Vorasit         Director             a board member who is not a
  Pokachaiyapat                               management director and is
                                              an independent Director

  3. Mr. Sumeth          Director             a board member who is not a
  Damrongchaitham                             management director
  ---------------------- -------------------- ---------------------------

Scope of Duties of the Recruitment and Remuneration Committee

  1. Short–listing and selecting the candidates to be appointed in the
  position of managing director, senior executives. Follow up on
  succession plan to recruit the suitable individuals for the position
  of high executive when the term is expired.

  2. To determine method and criteria in recruiting the Directors and
  Managing director, so that the process remains transparent.

  3. To stipulate method and criteria short–listing of the candidates
  who possess the quality in advance from minority shareholders so as to
  treat all shareholders with fairness.

  4. To have legitimate power in calling for document or individual
  related to the case in point for consideration.

  5. To present the policy and criteria on payment of the remuneration
  for the Directors, Managing Director, Senior Executives, Advisors to
  the Board of Directors, Committees appointed by the Board of
  Directors.

  6. To consider the annual remuneration of the Directors, Managing
  Director, and Senior Executives, Advisors to the Board of Directors,
  and the Committees appointed by the Board of Directors.

  7. To perform the scope of duties as assigned by the Board of
  Directors.

As such, the method of candidate selection has been stipulated.
Nevertheless, criteria to determine the method of recruiting managing
director have been identified as follows:

  1. The Recruitment and Remuneration Committee determine the quality of
  managing director to be selected as a replacement. The quality will
  comply to the elements and quality as stated in the related
  laws/regulations. The Committees also determine the method for
  nomination and also the method of advance candidate nomination by the
  minority shareholders.

  2. The Recruitment and Remuneration Committee conclude the selection
  and present the name of suitable candidate along with reasons to the
  Board of Directors.

  3. The Board of Directors considered the selection of suitable
  candidate who possess the right quality as proposed by the Recruitment
  and Remuneration Committee and present the candidate in the
  shareholder’s meeting for consideration.

The Recruitment and Remuneration Committee has, in advance, identified
the method of nomination from the minority shareholders for the
qualification and quality of candidates that must be met, as can be
summarized below:

1.  An individual who nominate the qualified person to be Directors must
    be a shareholder of the Company, which may be a single or
    consolidation of multiple shareholder(s) who own(s) number of share
    according what has been specified by Recruitment and Remuneration
    Committee - that is to have the proportion of minimum share with no
    less than 5 percent of paid-up stocks in a continuous fashion at the
    minimum of 1 year and must hold shares at the date of nomination at
    the meeting or nominate the name of Directors together with
    certified document that show the ownership of share from the
    security company, other documents from Stock Exchange of Thailand or
    other document which show the ownership of share, and the consent
    document shown the name of nominated individual to be submitted to
    secretary of the Board of Directors.

2.  The nominated candidates must possess the right quality and is not
    prohibited by public laws, securities and exchange laws and good
    corporate governance practices.

3.  Secretary of the Board of Directors presents the list of name to the
    Recruitment and Remuneration Committee for consideration of the
    suitability.

In 2007, the Recruitment and Remuneration Committee has held 2 meeting
and has reported to the Board of Directors.

In addition, the Company foresees the significant of good corporate good
governance. The Recruitment and Remuneration Committee has considered
the remuneration for 1 out of 3 committee member who has already
attended the training course named "Role of the Compensation Committee
(RCC)”, organized by Thai Institute of Directors.

(D) Company’s Executives as of December 31, 2007 with the total of 12
individuals, as follows: (The executive’s positions are ranked from 1 to
8 in accordance with the definition of SEC promulgation)

+----------------------------+-----------------------------------------+
| Name                       | Position                                |
+----------------------------+-----------------------------------------+
|   1. Mr. Thanong           | Director, Managing Director and         |
|   Chotisorayuth            | Authorized director to sign for and     |
|                            | bind the company                        |
+----------------------------+-----------------------------------------+
|   2. Mr. Viboolsak         | Director, Deputy Managing Director,     |
|   Udomvanich               | Authorized director to sign for and     |
|                            | bind the company and Company's          |
|                            | Secretary                               |
+----------------------------+-----------------------------------------+
|   3. Mr. Pongsak           | Director, Deputy Managing Director and  |
|   Sivapatrakumpol          | Authorized director to sign for and     |
|                            | bind the company                        |
+----------------------------+-----------------------------------------+
|   4. Mrs. Montalee         | Assistant Managing Director – SE–ED     |
|   Chotisorayuth            | Book Center                             |
+----------------------------+-----------------------------------------+
|   5. Mrs. Karnchana        | Assistant Managing Director – Sales and |
|   Charoenwong              | Distribution                            |
+----------------------------+-----------------------------------------+
|   6. Mrs. Nuchanart        | Assistant Managing Director – Magazines |
|   Kongvisaisuk             |                                         |
+----------------------------+-----------------------------------------+
|   7. Ms. Sajipat           | Director of Financial Division          |
|   Pumpuengput              |                                         |
+----------------------------+-----------------------------------------+
|   8. Ms. Aree Sae–ung      | Director of Accounting Division         |
+----------------------------+-----------------------------------------+
|   9. Mr. San Simasuwanrong | Director of Engineering Research and    |
|                            | Development                             |
+----------------------------+-----------------------------------------+
|   10. Mr. Viroj            | Director of HR Division & Organization  |
|   Lackanaadisorn           | Development                             |
+----------------------------+-----------------------------------------+
|   11. Mr. Apichit          | Director of Logistics                   |
|   Suananuntapoom           |                                         |
+----------------------------+-----------------------------------------+
|   12. Mr. Ekasit           | Director of Strategic Information       |
|   Wiwattanaprasit          | Administration                          |
+----------------------------+-----------------------------------------+

Report on changes of shares of Company’s Executives in 2007, date on
December 31, 2007

+---------------------+---------+---------+--------------+-----------+
| Name-Last name      | Number  |         |              | Remark    |
|                     | of      |         |              |           |
|                     | shares  |         |              |           |
+---------------------+---------+---------+--------------+-----------+
|                     | D       | D       | Number of    |           |
|                     | ecember | ecember |              |           |
|                     | 31,     | 31,     | shares:      |           |
|                     | 2007    | 2006    | Increase     |           |
|                     |         |         | (Decrease)   |           |
|                     |         |         | during the   |           |
|                     |         |         | year         |           |
+---------------------+---------+---------+--------------+-----------+
|   1. Mr. Thanong    | 14,84   | 12,     | 2,220,672    | Spouse of |
|   Chotisorayuth     | 9,742** | 629,070 |              | Mrs       |
|                     |         |         |              | .Montalee |
|                     |         |         |              | Choti     |
|                     |         |         |              | sorayuth. |
+---------------------+---------+---------+--------------+-----------+
|   2. Mr. Viboolsak  | 3,      | 5,      | (1,363,225)  |           |
|   Udomvanich        | 700,285 | 063,510 |              |           |
+---------------------+---------+---------+--------------+-----------+
|   3. Mr. Pongsak    | 10,     | 9,      | 1,043,512    |           |
|   Sivapatrakumpol   | 850,842 | 807,330 |              |           |
+---------------------+---------+---------+--------------+-----------+
|   4. Mrs. Montalee  | -       | -       | -            | **Cons    |
|   Chotisorayuth     |         |         |              | olidating |
|                     |         |         |              | the       |
|                     |         |         |              | shares    |
|                     |         |         |              | with      |
|                     |         |         |              | Spouse    |
+---------------------+---------+---------+--------------+-----------+
|   5. Mrs. Karnchana | 193,600 | 270,280 | (76,680)     |           |
|   Charoenwong       |         |         |              |           |
+---------------------+---------+---------+--------------+-----------+
|   6. Mrs. Nuchanart | 1,      | None    | 1,533,800    |           |
|   Kongvisaisuk      | 533,800 |         |              |           |
+---------------------+---------+---------+--------------+-----------+
|   7. Ms. Sajipat    | 143,840 | None    | 143,840      |           |
|   Pumpuengput       |         |         |              |           |
+---------------------+---------+---------+--------------+-----------+
|   8. Ms. Aree       | None    | None    | -            |           |
|   Sae–ung           |         |         |              |           |
+---------------------+---------+---------+--------------+-----------+

Scope of Duty for Managing Director: The managing director is empowered
to act on behalf of all Directors in the following matters:

1.  To administer Company affairs, follow objectives and obligations,
    including procedures and resolutions issued by the Committee and
    assume authority to direct all professional staffs and employees. In
    managing Company business, the managing director is directly
    responsible on behalf of the Committee.

2.  To hire, position, appoint, and punish professional staffs and
    discontinue employment of staffs and employees, including the
    promotion, or salary adjustment. This directive excludes
    professional staff and employees who are employed, position, and
    punish and dismissed by a Committee, or procedural regulations.

3.  To determine the conditions of employment of professional staff and
    employees, to order or announce the procedure of administration and
    operation which does not obstruct the Company’s regulations, the
    Committee’s agreements, the labor law or other related laws.

4.  To operate any other business following Company regulations and the
    Committee’s agreement, including assigning operational functions to
    the Company’s officers and employees.

5.  To act and commit for endorsement of contracts permitted under
    license and any other contracts involving licenses with appropriate
    and careful consideration to prevent any violation of a license held
    by others.

6.  For any business related to external sources, the managing director
    and Authorized directors have the authority to act and commit within
    the scope of the authority, specified in regulation No.1, except any
    business in which the managing director and Authorized Directors
    might be in disagreement, or have some benefit from that business,
    or conflict with the Company or Company’s subsidiaries. Conclusion
    should be reached when the Committee meeting includes the
    independent Directors. To achieve the success, the managing director
    and the authorized Directors will assign any person as a
    representative to respond to that particular duty.

7.  In absence or unavailability of Managing director, the deputy
    managing director will act on his or her behalf for general routine
    work and report to the managing director afterwards, other than that
    the deputy managing director will request permission to proceed from
    the Chairman. When there is a vacancy for the position of Managing
    director, the acting Managing director will be selected from the
    list of directors or shareholders approved by the Board of
    Directors.

8.  The approval of over–budget item beyond what has earlier been agreed
    by the Board of Directors must been presented in the meeting of
    Board of Directors for considerations and approvals according the
    Company’s regulation or stipulated laws.

Directors and executives of the Company are qualified under Article 68
of the Act of Legislation for a Public Limited Company B.E. 2535,
provided they are not disqualified in accordance with the announcement
of the Stock Exchange Commission, to deal with requests and permission
to sell new bonds.

The background detail of directors and executives are as in attached
document number 1.

9.2 Nomination of the Board of Directors and Executives: The nominations
and appointments of Board of Directors and Company’s executives will be
proceeded as follows:

Component and Appointment of Directors According to Company’s
regulations, the number of Directors will consist of no less than 5
persons and at least half of whom must have residence in the Kingdom.

Recruitment of Directors: Method of Recruiting Individual to be
Nominated as Director is as Follow:

1.  The recruitment and remuneration committee specified the
    qualification of Directors to be recruited as a replacement so as to
    have the elements and qualifications that is in line with the law or
    relevant regulations, and determined the method of nomination of a
    qualified nominee, including the method of nomination of individual
    who has qualification in advance from minority shareholders.

2.  The Recruitment and Remuneration Committee sum up the result of
    recruitment and propose the name of suitable candidate to be the
    Company's Directors together with rationale and present to the Board
    of Directors.

3.  The Board of Directors considered the selection of suitable
    candidate from the list of candidates proposed by the Recruitment
    and Remuneration Committee so that the list will be presented at the
    shareholders' meeting for final approval.

Election of Directors in Annual General Assembly

Directors will be elected in the general annual meeting of shareholders.
One Shareholder will have one vote per share. Each Shareholder must cast
the ballot to select one or several persons as Directors but may not
vote any more or less to any candidate.

Persons who receive the maximum number of votes that are ranged
according to the order of each candidates’ score received from the vote
will be elected as Directors, with the number of Directors equal to the
number of Director needed, at the time of election. If too many
candidates receive equal votes, they will draw for the raffle ticket to
determine final selection.

At general annual meeting, one–third of Directors will be retired. If
the number of Directors cannot be divided into three equal parts, the
number of retirements may be calculated to the nearest one–third.

Directors are not allowed to operate in any other business, or to become
partners or shareholders in other Company that operates in the same
business and compete with the Company, unless they have informed in the
shareholders’ meeting prior to the appointment.

Directors must inform the Company immediately of he or she benefit from
the contract signed with the Company, or from their decrement and
increment of bonds and shares of the Company and subsidiary companies.

The signatures of 2 out of 3 Directors, who have been appointed and
approved at the meeting of Board of Directors, together with the stamp
of the Company’s seal of approval, are thus resulted in a legal binding
for the Company. The Board of Directors can identify the name of
Director who will have the signing authority together with stamp of
Company's seal of approval for any Company's legal binding documents.

Component and Appointment of the Audit Committee: The Board of Directors
appoints the Audit Committee. Each member of such Committee is qualified
according to the promulgations of the Stock Exchange of Thailand.

Component and Appointment of the Recruitment and Remuneration Committee:
The Board of Directors appoints the remuneration Committee from member
of the Board of Directors

Directors Represent Main Shareholders as at December 31, 2007 the
Company has 2 Directors who represent main shareholders, 2 Directors are
representatives from GMM Grammy Public Company Limited.

9.3 Remuneration for Executives

The remuneration for Directors of the board and managing director, the
Board of Directors has appointed the Recruitment and Remuneration
Committee to consider the appropriateness and responsibility of each
director and managing director, circumstance, economic environment, and
relative compliance with other business within the similar industry.
However, the compensation of the Director of the Board of Directors,
Sub-committee to the board has already been approved at the
shareholder's general meeting.

(A) Compensation for the Company's Directors

The resolution from shareholders' general meeting number 1/2007, dated
April 25, 2007, has approved the compensation for directors as follows:

The salary compensation consists of

-   Chairman of the Board 15,000 baht per month.

-   Independent director and director 10,000 baht per month

Meetings allowance only for those directors who attend the meeting, for
the Board of Directors or Sub-committee of the Board of Directors
meeting, the Board of Directors may decide not to receive the allowance
in a particular meeting, which depends upon the judgment and collective
decision of the directors.

-   Allowance for Chairman of the Board for each director 20,000 Baht
    per meeting

-   Allowance for the Board of Directors for each director 10,000 Baht
    per meeting

-   Allowance for Sub-committee to the Board of Directors

    -   Chairperson of each Sub-committee 10,000 Baht per meeting

    -   Each Sub-committee member 7,000 Baht per meeting

For gratuity of retirement allowance for year 2006: The resolution from
shareholder's general meeting number 1/2007 dated April 25, 2007,
approved the gratuity of retirement allowance for year 2006 for the
budget of no more than 2,640,00 Baht.

Remuneration for Board of Directors consists of 13 persons as of year
2007 are as following:

(Unit : Baht)

  -----------------------------------------------------------------------------------------------------
  Items               Cash                                                   Non-Cash       Total
                      Remuneration                                           Remuneration   
  ------------------- -------------- ----------- ------------ -------------- -------------- -----------
                      Meeting        Earnest     Emoluments   Other                         
                      Attendance     money of                 Remuneration                  
                      fees           position                                               

  1. Mr. Somboon      110,000        250,000     180,000      -              -              540,000
  Chinsawananon                                                                             

  2. Mr. Saroch       100,000        240,000     120,000      -              -              460,000
  Lamlertprasertkul                                                                         

  3. Mr. Pravit       78,000         220,000     120,000      -              -              418,000
  Tantiwasinchai                                                                            

  4. Mr. Phairat      68,000         220,000     120,000      -              -              408,000
  Sittakul                                                                                  

  5. Mr. Wattana      50,000         190,000     120,000      -              -              360,000
  Chiengkul                                                                                 

  6. Mr. Vorasit      47,000         190,000     120,000      -              -              357,000
  Pokachaiyapat                                                                             

  7. Mr. Kachen       50,000         190,000     120,000      -              -              360,000
  Benjakul                                                                                  

  8. Asst. Prof. Yuen 50,000         190,000     120,000      -              -              360,000
  Poovarawan                                                                                

  9. Mr. Sumeth       47,000         190,000     120,000      -              -              357,000
  Damrongchaitham                                                                           

  10. Mr. Yongsak     50,000         190,000     120,000      -              -              360,000
  Ekprachyasakul                                                                            

  11. Mr. Thanong     50,000         190,000     120,000      -              -              360,000
  Chotisorayuth                                                                             

  12. Mr. Viboolsak   50,000         190,000     120,000      -              -              360,000
  Udomvanich                                                                                

  13. Mr. Pongsak     50,000         190,000     120,000      -              -              360,000
  Sivapatrakumpol                                                                           

  Total               800,000        2,640,000   1,620,000    -              -              5,060,000
  -----------------------------------------------------------------------------------------------------

Comparison Chart for the Directors' Compensation year 2007, 2006, and
2005

(Unit : Baht)

  --------------------- -------- ----------- -------- ------------ -------- -----------
  Compensation          2007                 2006                  2005     

                        Number   Amount      Number   Amount       Number   Amount

  Gratuity of           13       2,640,000   13       2,200,000    13       1,810,000
  retirement fund                                                           

  Director's            13       2,420,000   13       2,384,000    13       1,793,670
  compensation                                                              

  Total                          5,060,000            4,584,000             3,603,670

  Compensation per               389,230              352,615               277,436
  director per year                                                         

  Average Compensation           N/A                  455,545⁽²⁾            714,722
  within the industry                                                       
  per person per                                                            
  year⁽¹⁾                                                                   

  ⁽¹⁾ Information about                                                     
  Compensation for                                                          
  directors and                                                             
  executives, average                                                       
  compensation of                                                           
  directors within the                                                      
  same industry are                                                         
  from the survey                                                           
  conducted by Stock                                                        
  Exchange of Thailand                                                      

  ⁽²⁾ In 2006, Stock                                                        
  Exchange of Thailand                                                      
  has re-categorized                                                        
  the industry group,                                                       
  causing the Company                                                       
  to be categorized as                                                      
  media and publishing                                                      
  from the previous                                                         
  'publishing'                                                              
  category. This                                                            
  results in the                                                            
  changes of number of                                                      
  company within the                                                        
  same group.                                                               
  --------------------- -------- ----------- -------- ------------ -------- -----------

(B) Executives' Compensation

The Recruitment and Remuneration Committee will be a group to assess the
performance of managing director and also consider the determination of
compensation for managing director according to the said criteria. For
the result of managing director' assessment, the Recruitment and
Remuneration committee will be submitted to the Board of Directors to
acknowledge and approve.

For the Compensation of high executives, the Recruitment and
Remuneration Committee will determine the criteria and structure of
executives compensation, which will consider them according to the
principle and policy specified by the Board of Directors and also in
accordance with the Company performance as well as the performance of
each director. The managing director will be the person to consider the
appropriateness in identifying the compensation of each individual staff
and also the annual pay-rise of salary for high executives, and report
all the reasonable compensation increase to the Board of Directors for
later acknowledgment.

Remuneration for 4 persons consisting of the board of director who also
are in management team and other first 4 persons under the managing
director and every executive in the same level of the 6 executives
excluding the director of financial division and the director of
accounting division.

+---------------------------+--------+----------+--------+----------+
| Items                     | Cash   |          | No     |          |
|                           | Remune |          | n-Cash |          |
|                           | ration |          | Remune |          |
|                           |        |          | ration |          |
+---------------------------+--------+----------+--------+----------+
|                           | Amount | Total    | Amount | Total    |
|                           |        |          |        |          |
|                           | (Unit) | (Baht)   | (Unit) | (Baht)   |
+---------------------------+--------+----------+--------+----------+
| Salaries                  | 6      | 14       | -      | -        |
|                           |        | ,272,706 |        |          |
+---------------------------+--------+----------+--------+----------+
| Bonus                     | 6      | 4        | -      | -        |
|                           |        | ,745,563 |        |          |
+---------------------------+--------+----------+--------+----------+
| Other Remuneration :-     |        |          |        |          |
+---------------------------+--------+----------+--------+----------+
| - Contributions for the   | 6      | 710,076  | -      | -        |
| Provident Fund            |        |          |        |          |
+---------------------------+--------+----------+--------+----------+
| - Vehicle Expense         | 6      | 720,000  | -      | -        |
+---------------------------+--------+----------+--------+----------+
|   - The difference        | -      | -        | 6      | 27       |
|   between stock market    |        |          |        | ,301,730 |
|   price and exercised     |        |          |        |          |
|   price (ESOP) 2007       |        |          |        |          |
+---------------------------+--------+----------+--------+----------+
| Total                     |        | 20       |        | 27       |
|                           |        | ,448,345 |        | ,301,730 |
+---------------------------+--------+----------+--------+----------+

9.4 Good Corporate Governance The Company stresses the importance of the
good corporate governance and establishes the good governance process in
a consistent manner. The Company consciously makes all people involved
to be aware of equality, honesty, attainable right, employee’s right,
Board of Directors’ right, Shareholder’s right, trading partner. This
conscious attempt has turned into the Company organization’s cultural
strength, which has long been practiced ever since the Company
establishment 33 years ago. “SE-ED seeks to do business in the areas
that promote education for knowledge in the fields that is necessary to
the national development operates in the business that will make "Thais
Smarter" by developing the sustainable business with a continuous
earning growth at the above the industry average, being a role model
company that can create work result deems beneficial and accepted by
society at large with happy staffs, and able to deliver and maintain an
attractive long-term investment returns at the satisfaction level.”
Therefore, this organization culture is the Company’s strength, making
the good corporate governance practice to succeed much easier, faster,
and more substantial. When the Stock Exchange of Thailand suggested the
15 points of principles for good corporate governance as general
guidelines to the listed companies, the Company can adjust to build
relationships with Company’s operation without much effect.

The Board of Directors has appointed the audit Committees who are
instrumental and driving force in auditing all Company’s operation and
administration up to the acceptable standard and at the right direction,
by revised all policy in relation to good corporate governance and
ethical code book to suit the environment and being abreast of the
times. This also includes the duty of reviewing the policy on Corporate
Good Governance and regularly report to the Board of Directors with
regards to the action taken to meet the stated policy as mentioned in
Corporate Good Governance policy.

The Board of Directors has clearly stipulated policy concerning the
employment position in other Company and number of Company that
Directors, managing director, and Company’s senior executives can be
employed to allow effective serving of duty. As of December 31, 2007,
none of the Board of Directors member is positioned in more than 5
publicly listed companies.

The Board of Directors and senior executive are aware of the importance
of knowledge development and experience in performing of duty. The 77%
of Directors has already attended the training course from Thailand
Institute of Directors (IOD). In addition, for every change of new
Directors, the Board of Directors has provided useful documents and
information for new Directors, which include business information and
direction.

The Board of Directors has prepared the development and succession plan
of the managing director and senior executives for the readiness in case
managing director and senior executives cannot perform the duty.

As the Company stresses the importance of continuous development of
Corporate Good Governance, the Company that seeks to operate business in
a transparent fashion has been reflected as follows:

-   The Company received the “Board of The Year for Distinctive
    Practices” award, 2006/2007 from Thai Institute of Director or IOD
    working in conjunction with The Stock Exchange of Thailand, Board of
    Trade of Thailand, Federation of Thai Industries, The Thai Bankers’
    Association, Thai Listed Companies Association, and Federation of
    Thai Capital Market Organizations. In 2006/2007, the awards were
    granted to19 companies (14 companies with distinctive practices
    award and 5 companies for Exemplary Practices award) from more than
    400 listed companies. SE-ED was one of the two middle-market capital
    Market Cap companies (less than 5,000 million Baht) who are the
    recipients of the award this year. Others were large market capital
    companies, most of them are in the industry category of energy and
    banking business sector.

-   The Company has been evaluated by Securities Exchange Commission
    working in conjunction with Thai Listed Companies Association and
    Thai Investors Association with respect to way in which a listed
    company organizes shareholder's meeting or the Annual General
    Meeting (AGM) for year 2007 which is rated as "Excellent", by
    scoring over 100 points and being 1 out of 19 listed companies to
    have received an accolade as a "role model" company from all the 460
    participated companies.

Moreover, the Institute of Directors working in conjunction with Stock
Exchange of Thailand announced the 2006 survey result regarding the
Corporate Good Governance, which the Company is rated as "Very Good". In
2006, Thai Investors Association, Thai Listed Companies Association,
Securities Exchange Commission has carried out a project to assess the
quality of annual share's holder meeting of listed companies in 2006 for
the first time, as a reminder for listed companies to the importance of
the organizing of shareholder's meeting, which the Company has received
the score rating of "Good" as a whole.

From such result, it reflects the determination of Company’s Board of
Directors, executives and all the Company’s staffs who see the
importance of business transparency, fairness to all parties and
retraceable.

Policy Good Corporate on Governance The Board of Directors is aware of
the importance of good corporate governance to increase transparency,
competitiveness and confidence to the shareholders, the investors and
the involved parties. So, it has prescribed in written format the policy
on good corporate governance and also revised and updated the policy on
good corporate governance and business ethic handbook that are suitable
for the business environments and more international, by stipulating
that the revision of good corporate governance policy shall be made once
a year. In 2006, the Audit Committees has prescribed additional good
practice guidelines to ensure the clear direction to be used by all
executives and staffs. In 2007, the Audit Committee has reviewed the
principle of Corporate Good Governance that has been revised in the 5th
Edition since 2001, by revising 3 main points below:

1.  Clearly extend the scope of authority for Company's secretary.

2.  Revise the advance releasing date of information prior to
    shareholders' meeting from a minimum of 21 days to a minimum of 30
    days

3.  Clearly specify the policy of employment position of director in
    other listed companies to no more than of 5 companies to comply with
    recommendation from the Stock Exchange of Thailand.

The Board of Directors has prescribed the policy of good corporate
governance as follows:

1.  The Board of Directors, all management and staffs are determined to
    engage in practicing good corporate governance in the Company and
    organize management structure that offer linkage between the Board
    of Directors, management, shareholders, and interest group.

2.  Shareholders will be treated with fairness and have their rights in
    access to information and available channel of communication with
    the Company.

3.  The Board of Directors will facilitate all minority shareholders in
    permission to add number of minority shareholders’ meeting prior to
    the date of shareholders’ meeting, which also includes a clear
    guideline of practice.

4.  The Board of Directors will engage in the release of business
    information with regards to finance and non-finance information
    adequately, reliably, timely, transparently, fairly to all
    shareholders, investors and Company’s Stakeholders.

5.  The Board of Directors will establish a unit in the Company to deal
    with shareholders, investors, auditing the business communication
    with good governance office.

6.  The Board of Directors will promote the co-operation between the
    Company and the Stakeholders, and also determines the communication
    channel between them.

7.  The Board of Directors may appoint other Committee(s) to consider
    the monitoring of task as suitable.

8.  The Board of Directors has the role in determining the vision,
    mission, financial target, risk, work plan, and also monitor and
    control the work in accordance with the policy and plan as
    effectively prescribed.

9.  The Board of Directors has the role in promoting the business ethic
    in written form and also promote the activity that support good
    ethical conducts of Directors, management, and staffs.

10. The Board of Directors will conduct the annual self-evaluation
    activity to create auditing framework of the Board of Directors.

11. The Board of Directors will organize a recruitment System for
    individuals who will be responsible for management position through
    transparent and sufficient process of selection.

For the principle of good practices, and business ethic for Corporate
Good Governance, please search and view the information from our
investor website on www.se-ed.com/ir

The Board of Directors has revised and improved the content of good
corporate governance handbook, ethical conduct guideline, and policy on
environmental issues in a complete and accurate manner as suggested in
the criteria in 15 points of good corporate governance, and also
regulations of Securities and Exchange Commission, and have been
circulated to all Directors, executives, and staffs to be acknowledged
by signing and to be acted upon.

The Board of Directors has requested Directors to review the works,
problems, and all difficulties in the past years, by having them perform
self-evaluation tasks that is to permit the evaluation of the whole
group of the Board, and also permit individual evaluation, so that the
result of evaluation can be used to analyze the Director performance and
use all recommendation for future improvement. Moreover, the Board of
Directors has promoted and supported the Directors to develop knowledge
by attending the Directors training course at the Thailand Institute of
Directors (IOD) or stock exchange of Thailand or other related business
units to increase knowledge and to allow chances in exchange of
experience with Directors from other listed companies.

The Board of Directors is aware of the important of promoting the duty
and responsibility of Directors, executives, and staffs to be in
accordance with the principle of Corporate Good Governance, as
stipulated by the Board of Directors. Thus, the Board of Directors has
undertaken a communication of Corporate Good Governance policy and
business ethic, and policies on environmental and social issues to the
management and staffs through communication channel in a consistent
fashion.

-   Handbook "Policy for Corporate Good Governance"

-   Annual staff conference

-   Annual planning conference

-   Company intranet system and investor relation website

-   Company's e - mail.

-   Company's public relation board

Shareholders: Rights and Equitable Treatment The Board of Directors
recognizes the important of rights and equality of all shareholders. It
seeks to determine in the policy of good corporate governance with
regards to equal fundamental rights which are the right to receive the
sufficient information in a timely fashion and in the format that is
suitable for making decision, the rights to receive stock paper and
right in stock transfer.

The Board of Directors has set a schedule for an annual shareholders’
meeting within 4 months from the end of accounting’s year. And in case
of necessity for special meeting which may arise from the needs to
resolve the issue that may affect the interest of shareholders with
regards to laws, regulations that must be approved by shareholders, the
Board of Directors will call for extra meeting for Shareholder.

In Shareholder’s meeting 2007, the Board of Directors has identified the
criteria and guidelines for shareholders to propose the additional
meeting agenda, nominate the Directors, inquire in advance. The Company
has reported to the shareholders the detailed criteria and guidelines,
through communication channels of SET and investor website. The Board of
Directors has set the period of inquiry request for the fourth quarter
on the December 31,2006. Nevertheless, the period of inquiry request has
been extended to the January 31,2007, through direct communication
channel with investor relation units or independent Directors or website
and investor relation emails. However, there is no single shareholder
who proposed additional meeting agenda, or nomination of candidate for
managing director position. For advance inquiry, there are 3 individuals
who sent in the advance questions which the managing director has
answered and information are fully exposed during the shareholders'
meeting.

In the shareholder's meeting of 2008, the Board of Directors has
appointed the Company's secretary to inform the shareholders through
Stock Exchange of Thailand and Company's investor relations website that
the shareholders can request for addition meeting agenda, nomination of
candidate for the post of managing director, as well as the advance
inquiry. The Board of Directors has specified the date of request from
November 1, 2007 to January 31, 2008, which can be requested directly to
Company's secretary, investor relation division, or through website.
However, there was no shareholder who requested for additional meeting
agenda, nomination of candidate for the managerial position. For the
advance inquiry, the Company has allowed the acceptance of inquiry till
the day of shareholder's meeting.

In shareholders’ meeting, the Board of Directors has placed priority to
the Shareholder’s right, by sending the meeting invitation letter with
meeting details, along with the Committees’ opinion to consider the
noteworthiness of inquiry, the positive and negative effect in each
period of meeting, authorization letter, and name of independent
Director(s) together with advise in authorization paper that allow
shareholder choices to choose someone to represent them in the
Shareholder’s meeting. This includes the map of place for meeting for
shareholders for at least 14 days in advance before the meeting day.
This has been the Company practice since 2004, and also announced
through daily newspaper for a minimum of 3 consecutive day, and 3 days
before the meeting day, to allow time for alarming shareholders of the
incoming meeting. It must be noted that for the general shareholders’
meeting in 2007, the Company will openly post invitation message calling
for shareholders’ meeting on the Company’s website for at least 30 days
in advance, and annual report for 2006 be fully released on the website
27 days prior to the actual meeting.

For those shareholders who were convenient to attend the meeting by
themselves, the Company allowed the shareholders to authorize an
independent Director for at least 1 individual or authorize the managing
director or the Company's secretary to attend the meeting and vote in
representation. In the general shareholders' meeting 2007, there are
shareholders who request for representative authorization as:

-   12 shareholders authorized Mr. Somboon Chinsawananon, the chairman
    of the Board of Directors and also an independent

-   2 shareholders authorized Mr. Saroch Lamlertprasertkul, the chairman
    of audit and an independent Director

-   2 shareholders authorized Mr. Kachen Benjakul, independent Director

-   42 shareholders authorized Mr. Viboolsak Udomvanich, director and
    the Company's secretary

For the registration for meeting, the Company will allow registration
for at least 2 hours prior to the beginning of actual meeting and
continue to do so until the meeting is over - a regular practice since
2005. In addition to that, the Board of Directors will also seek to
serve the shareholders with the staffs and adequate number of computer.
In the general shareholders' meeting 2007, the Company, for the first
time, started using barcode system for registration purposes to
facilitate the shareholders, as well as an arrangement to print voting
card in each meeting agenda for every shareholder.

Before the shareholders’ meeting begins, the Chairman will explain the
method of voting and counting. The counting of vote will be illustrated
and the results of every step in the meeting room will also be
summarized. In case the shareholders cannot attend the meeting, the
Company allow the shareholder to authorize someone, independent
Director(s), Managing Director, or Company’s secretary represent them in
the meeting. During the meeting, the Company provides adequate time and
allows a fair chance for shareholders to ask questions. The Directors
who is related to that question, particularly Chairman of auditor
Committee, Chairman of Committee and Managing Directors can participate
with shareholders to answer the questions, and also records the question
and opinion in the minutes in a complete manner and also take note on
the result of resolution(s) and vote counting, which allows shareholders
to audit. The total time of each meeting is about 2 1/2 hours.

Stakeholders’ Rights The Company has given priority to all groups,
regardless of being internal vested interests such as the employees or
the management of the Company or external vested interests such as trade
partners, competitors, writers, translators, public servants and other
involved parties. Since the Company realizes that support from vested
interests can help in competitiveness and profitability of the Company,
they are regarded as important to the long-term success of the Company.
The Company has identified the guideline of practice in written form in
the good corporate governance policy which can be described as follows:

+-----------+----------------------------------------------------------+
| Share     |   The Company determines to operate in the business with |
| holder(s) |   honesty, direct, and retraceable, by adhering to the   |
|           |   sustainable business development, with continuous      |
|           |   average growth that is higher than industry average.   |
|           |   It is committed to be a role model Company and can     |
|           |   generate satisfied return on investment in long term.  |
+-----------+----------------------------------------------------------+
| Business  |   The Company will treat all business partners with      |
| P         |   fairness and equality on the basis of mutual benefit   |
| artner(s) |   between the two parties.                               |
+-----------+----------------------------------------------------------+
| Comp      |   The Company will treat all competitors under the rule  |
| etitor(s) |   of laws for proper conduct of business competition and |
|           |   will not attempt to damage the name and goodwill of    |
|           |   competitors by wrongful accusation.                    |
+-----------+----------------------------------------------------------+
| Debtor(s) |   The Company promises to strictly abide by the          |
|           |   contracts or condition agreed.                         |
+-----------+----------------------------------------------------------+
| Cu        |   The Company determines to produce products and         |
| stomer(s) |   appropriate services at the right price and are also   |
|           |   satisfied by customers.                                |
+-----------+----------------------------------------------------------+
| Staff(s)  | The Company will support the work development and        |
|           | promote staff happiness.                                 |
+-----------+----------------------------------------------------------+
| Society   |   The Company will stress the important of knowledge     |
|           |   development to the children and society by strictly    |
|           |   abided by the Company’s aspiration.                    |
+-----------+----------------------------------------------------------+

In addition, the Board of Directors has set up a channel of
communication with Independent Directors via email id@se-ed.com to open
up ways for voicing concern that may call for the information audit as
stated in the procedure. In 2007, there was no person with interest
reporting through the communication channel with independent directors.
However, the Company will publicize to all interested public to be aware
of the communication channel with independent directors.

Shareholders’ Meeting

The Company put certain amount of effort in revising the process of
general shareholders' meeting to the level of continuous
appropriateness, particularly after 2005 onward. The Company holds the
principle of equal opportunity that all the shareholders should receive
and exercise the right in a fair manner. This includes the right to
share the opinion or suggestion that is useful for the Company.

The Company specified the period of general shareholders' meeting to be
once a year, within 4 months after the Company accounting year is ended
and arrange the meeting in such a way that promote the shareholders'
equal right, by sending invitation letter containing meeting details and
agendas, supplementary documents containing regulation and agenda with
the Board of director’s view point, the details of the each item and
point to be considered in its necessity, the positive and negative
effects in each agenda in the previous meeting, annual report,
authorization letter, and list of independent Directors to allow
shareholders choices to choose in granting the authorization for
representation in the meeting, which also includes the rule of conduct
for the meeting, map shown the meeting place, to be delivered to the
shareholders within 14 day prior to the meeting. The invitation letter
also states the required document to be present at the meeting to ensure
the right to join the meeting.

In registration to the meeting, the Company allows shareholders to
register 2 hours in advance and continue until the meeting is over - a
regular practice since 2005 onward.

Moreover, the Board of Directors provided the facility for shareholders
with staffs and adequate number of computer system, and recorded of all
significant inquiry points and views in the meeting report with
completeness and end the session by resolution and vote counting. To
allow proper monitoring, the Company posted the report of meeting on the
Company website no later 14 days after the meeting date, and also
allowed the recorded visual and sound clips to be published on the
Company website www.se-ed.com.

Prior to the meeting, the Company played the video clip that introduced
the Company and its history, as well as brief summary of past year
result of business's operation to inform the shareholders in succinct
fashion. When the meeting begins, the Chairman of the Board of Directors
is the head of the meeting. The Chairman began by announcing the details
of voting method, voting count, the use of voting card, meeting member.
The Company also gives clear, transparent, and auditable results of each
agenda. Moreover, the Chairman in the meeting also allows the session of
inquiry or view and suggestion from shareholders at the suitable level.
In the shareholders' meeting, the managing director and senior
executives in accounting department, internal audit and accounting
auditor all participate in the meeting.

The significant agenda for shareholders’ meeting are as follows:

-   The Appointment of the Board of Directors : The Company allows
    opportunity for shareholders to select the Directors of the Board of
    each individual, by providing details of history, and inform
    shareholders about the vision of each director before voting begin.
    In case of former directors being the candidate, the details of the
    board meeting participation will also be fully provided.

● Auditors Appointment : SE-ED details the name of auditors, auditor’s
office, remuneration, the reason for auditors selection, the past year
performance quality and Company’s relationship.

● Profit Allocation : The Company supplies details on profit allocation
and reserve fund, dividend regarding Company’s dividend payment policy
as well as the registered book closing date in order to give right of
receiving dividend.

● The Board of Directors’ Remuneration : The Company provides offered
remuneration details which are based on policies and conditions of the
Board of Directors’ remuneration. Those aspects are considered by
Committee regarding remuneration

In the voting, the shareholders used voting card to vote deploying
barcode system to count vote more rapidly and efficiently. The Company
will collect the voting card only in case there is shareholder who vote
against or abstain from voting, but for the Board of Directors'
election, to be in line with the best practice of shareholders' meeting,
the Company collected the voting cards from the each of the participated
shareholders and voting of Directors will be voting for each Director.
Moreover, the Company has requested a law consultant to join the vote
counting procedure and confirmed the result with accuracy, transparency,
and in accordance with the Company's regulation. For the result of
voting in each agenda, the Company immediately announced the result of
vote in each agenda of each shareholder's resolution regardless of
whether the vote result shows on outcome of agree or disagree.

After the meeting, the Board of Directors will allow chance for
shareholders, analyst, general investor to answer to the inquiry, by
having the Chairman, Sub-committee chairman, managing director, senior
executives in accounting and finance to jointly answer. However, in
replying to the inquiry, the Board of Directors will adhere to the equal
opportunity to the Company's information.

Leadership and Vision The Board of Directors consists of people who are
knowledgeable, competent, skillful, experience in business operation,
and understand very well the role and duty. This make the work more
effective.

As such, the Board of Directors participates in vision, mission,
strategy, target, and business plan of the Company and also monitor,
follow up and assess the result of business management and operation to
be in line with objective and business plan worked effectively,
according to rule, laws, and regulations of each business unit under
supervision and also related governmental unit, and also according to
the resolution(s) from the Shareholder’s meeting to maximize the
economic value added to the business and also stability to the
Shareholders, while at the same time take into account of all
stakeholders at best.

Moreover, the Board of Directors arrange a communication of strategy,
objective, and operation result of the Company for managing
director/senior executives, staffs to acknowledge and understand in a
corporate-wide fashion, through several mediums such as the Company's
email, announcement boards, staffs conference, where the Company
organizes regular annual staffs conference. The managing director of the
Company later briefed the business environment and overall views of
operation performance in the past year, as well as making announcement
for the direction and objectives of operation for the following year.
Moreover, the Company also organized the senior executives meeting
together with staff supervisors to create a joint year-plan, in order to
setting a direction and guidelines. Doing so it allowed the plan to
conform to the highest corporate direction and objective, which, in
turn, led to all business operations of the Company, effectively head
towards a common goal.

For the act of duty for Directors, the all the stated principles will be
of honestly, direct, abiding by the rule of laws and regulations of the
Company. By adhering to the principles for every business activity, all
decision and transaction made will be processed with honesty at its
core.

The Board of Directors shall consider prescribing and separating the
duty and responsibility between the Directors and the management clearly
as the details in 9.1 Management Structure Heading including
communicating the roles, duties and responsibilities to the Directors,
the management and the employees of the Company regularly.

Directors Development : The Company understands the importance of
Directors development The Board of Directors has specified in the
principle of Corporate Good Governance that the Company will promote and
facilitate a continuity of training of Directors from supervisory unit,
where the Board of Directors appointed the Company's secretary to be the
coordinator with the Directors in keeping them informed about the
training courses and seminars.

Orientation of New Director to the Board : the Board of Directors
appointed the Company's secretary to brief all related information to
the new directors through the director's handbook which has been
prepared and submitted to directors each year to be used as a complete
and up-to-date reference and also arranged a visitation of the Company's
business operation, facilitating a better understanding of the Company's
business.

Inside the Director's handbook, a comprehensive briefing of all contents
relating to the Company and data deemed important to the Directors are
all included, for instance: History of the Company, Organization
structure, Company's businesses, Company's regulation, the Board
meeting, principle of Corporate Governance, ethics for directors,
executives, and staffs, related item, the release of stockholding,
related rules, etc.

Self Evaluation of Directors : The Board of Directors arranged an annual
self-evaluation session to permit the Directors to reconsider the past
works, problems, and difficulties that each faced during the past year
to understand the need to improve or correct to increase the work
performance by evaluation the result of work in aggregate view, by using
evaluation guidelines recommended by the Stock Exchange of Thailand, but
re-adjusted the format slightly to best suit the Company's business
environment and use the evaluation result - in chart format - to review
and revise, so as to increase work efficiency.

In addition, the Board of Directors requires all managing director to
evaluate themselves to compare with the result of operation, whereby the
Board of Directors evaluate in the evaluation form which the Board of
Directors has revised to suit the Company business. The Board of
Directors has assigned the duty to the Chairman of the Board to announce
the result of evaluation to the managing director of the company and the
Board of Directors.

Conflict of Interest For prevention of conflict of interest the Board of
Directors has paid special interest to items that may have conflicts of
interest. By prescribing policies and procedures on approval of the
connected items in writing, including prescribing the policy and
supervision method so the management and the involved parties cannot use
insider information for personal interest as follows:

Items that may have conflicts of interest : The Board of Directors has
learned of the items with conflicts of interest and the connected items
and has considered appropriately each time. The auditing Committees will
present to the Board of Directors regarding the Items that may have
conflict of interest. It includes complying with the criteria of the
Stock Exchange of Thailand (SET) on the price and item as if it were on
an arm’s length basis. The detail, value, contract partner,
reason/necessity of such connected items that are essential shall be
disclosed in the annual report and the annual information form.

In the meeting of Board of Directors, should the Directors have interest
in the decision, the Chairman of the Board will request for Directors to
abiding to the regulation and have Director informed to the meeting and
is asked not to vote or voice opinion for the matter.

Supervision on the of insider information : The monitoring of policy and
measures are in written format with respect to the Corporate Good
Governance and handbook for the Board of Directors which has already
been discussed in the Board meeting. The top management of the Company
have also been informed about the announcement of Securities Exchange
Commission which stated that the management (including the spouse and
legitimate child who has not become sui juris - or, in other words, not
yet 20 years of age) must report the change of stock ownership to the
Securities Exchange Commission as stipulated in the law called
Securities Exchange Act B.E. 2535 in the section 59 within 3 days after
the change of ownership of Securities taken place, and also report to
the Company's secretary for acknowledgement so as to later inform to the
related individuals. Moreover, the management in the meeting has also
been informed about the penalty imposed upon those who violate the laws.

The Company has the policy that set the guideline for the practice of
Corporate Good Governance, ethical practices of the Board of Directors,
including the regulation that prohibit the staff from take Company's
document or information for personal use, or bring outside the Company,
without asking for permission. This also includes exposure of financial
document or other related documents for outsider, and also prohibits the
trading activity within 1 month prior to public release of financial
information. If done so, the act can be considered "misconduct" to the
Company's rule of conducts. Should the management or staffs violate such
rule of conducts, the penalty can be ranged from warning, fine, work
suspension, work without pay, job termination.

In 2007, director and high executives have reported the change of
securities ownership to the securities exchange commission, according
the section 59 each time trading occurred and subsequently reported to
Company's secretary.

Business Ethics The Company has upheld doing the right thing as a
guideline for business of all the Directors and employees. The Company
has announced the enforcement of business and employee ethics for the
Directors, the executives and all the employees to uphold as guideline
in performing according to duty with loyalty, honesty and justice. In
addition, this also includes conduct with the Company and vested
interests, the public and society. The Company has assigned the internal
audit section to continuously follow up on compliance with ethics, and
prescribes disciplinary actions in case of violations.

The Board of Directors has confidence that a good corporate governance
process can help to promote the operations of the Company, and is the
heart of achieving the fundamental objective to optimize value for the
shareholders. The values the Company aims and expects for all the
Directors and employees to do in all missions are:

-   Giving highest priority to building satisfaction for customers.

-   Having confidence in working together.

-   Dedication towards work with virtue and professionalism.

-   Upholding the principles of good procedure and discipline.

-   Readily responding to all uneventful situations.

The Board of Directors understands the business operation, the
responsibility to the Stakeholders, staffs, environment and society. The
Board has prepared the spread of business ethics, policies on social and
environmental issues through several communication channels such as the
public relation activities and staff’s meetings. It also includes the
follow up on the ethical conduct of business and stipulates the penalty
measures.

Balance of Power for Non-Executive Directors The Board of Directors
consists of 13 members:

-   Directors that are in the management team: 3 persons

-   Directors that are not in the management team: 3 persons

-   Independent Directors: 7 persons

Therefore, the 7 independent Directors which are accounted for 53.85% of
all Directors are more than half of the total Directors of the Board.
Thus, the Stakeholders can be sure to allow these Directors to represent
the shareholders independently, resulting in check and balance for
management.

The Board of the Company is responsible for performing its duties
according to legality, objective and company’s regulations,
shareholders’ resolution with integrity for the Company’s best interest.
The Board of the Company has exact amount of time to be in office, which
is consistent with Company’s regulations which stated that one-third
Committees who have the longest term in position must accept the
resignation in each annual common meeting.

The Board of Directors has considered prescribing definition of
“Independent Director” conform to the minimum criteria of independent
Director definition promulgated by the Securities and Exchange
Commission and The Stock Exchange of Thailand, as follow:

1. Holding shares no more than 5% of the whole notable shares of the
Company and its affiliated Company, associated Company of related
Company, which should be inclusive of the shares held by related person:
mate, children under legal age.

2. No participation in management of the Company, inclusive of not being
an employee, staff member, advisor who received regular salary or has
control authority of the Company or affiliated Company, associated
Company or being a person that could cause conflict of interest. No
benefit or interest of the mentioned nature would be applied for no less
than one year.

3. No business relation, directly or indirectly, or indirect benefit or
interest both in finance and management of the Company, its affiliated
Company, associated Company or persons which could cause conflict of
interest to affect independency.

4. Is not the relative of any management member, major shareholders of
the Company, its affiliated Company, associated Company or persons who
may cause conflict of interest and not being appointed to be the
representative to take care of major shareholders or Directors’
beneficiary.

Position Combination or Separation : The Company has made this a policy
that the Chairman of the Board of Directors shall not be the same
individual who positions as the managing director, to ensure the check
and balance and, so, made reviewing of work more transparent.

The Chairman takes the lead in defining Company policy under the
strategies jointly considered and established by the Board and the
management and ensures that Board meetings are successfully conducted.
In each meeting, all Directors are urged to actively participate, as
well as raising essential questions. Directors also occasionally meet to
advice and help the business management with the managing director. At
the same time, the Board is to stay away from routine day-to-day
operations or business activities responsible by management, where the
managing director is the head of the management team. The Board of
Directors has authorized the managing director or the authorized person
to sign in binding document as has been directly authorized. Managing
director then effectively authorizes and empowers the high executives
the tasks which are clearly marked in term of line of duty and
responsibility. Therefore, the authority and role of the Board and that
of the management are clearly defined and separated.

Remuneration for the Directors and the Managerial Executives The policy
on remuneration for the Directors has been prescribed clearly and
transparently with the remuneration at the same level as industry-wide
standard, and it is sufficient to take care and keep qualified Directors
as needed. The meeting of the shareholders has already approved such
matter, and the Directors who have been appointed as audit Committees
and the Recruitment and Remuneration Committee will receive additional
remuneration according to the increased volume of work.

The Remuneration of managing director : The Recruitment and Remuneration
Committee will evaluate the performance of each managing director so as
to consider the remuneration of managing director according to specified
criteria. Once the evaluation of managing director are finalized, the
Recruitment and Remuneration Committee will submit the Board of
Directors for consideration and approval.

The Remuneration of high managerial executives : The Recruitment and
Remuneration Committee will determine the criteria and structure of
compensation for high managerial executives according to principle and
policy approved by the Board of Directors which in compliance with the
Company's performance and the result of each high managerial executive.
The managing director will consider the suitability of each compensation
for a particular individual, and made salary adjustment for high
managerial executives on an annual basis, while also reported the
suitable compensation to the Recruitment and Remuneration Committee, and
once again reported to the Board of Directors.

The Company has paid total remuneration to the Directors and the manager
in 2007 totaling 52.81 million baht which comprised of 25.51 million
baht for cash remuneration and THB 27.30 million for non-cash
compensation, as illustrated in details at the section 9.3 regarding
"The remuneration for high managerial executives".

Board of Directors’ Meeting The Board of Directors has set in advance
and held special meeting as necessary, by clear advance meeting date and
has set regular follow-up on operation period. The Board of Directors
and the Managing Directors jointly considered the meeting calendar, by
considering important case. The each Director is permitted to present
the issues in the meeting as needed. The secretary will prepare
invitation letter along with meeting schedule and details prior to the
actual meeting at least 7 days to allow time for the Board of Directors
to peruse the information prior to the meeting.

In each meeting, the Chairman of the Board of Directors has allocated
adequate time and record the written minutes of the meetings that were
filed and certified by the Board of Directors for the Board of Directors
and involved parties to audit.

In 2007, the Board of Directors held a total of 5 meetings, where 1
meeting is the special meeting, the Audit Committee held a total of 5
meetings and the Remuneration Sub-Committees held a total of 2 meeting,
the general shareholders' meeting held 1 meeting. The detail of the
Board of Directors meeting in 2007 is as follows:

+---------------------+----------+------------+------------+----------+
| Name of Director    | Board of | Audit      | The        | The      |
|                     | Di       | C          | Re         | General  |
|                     | rectors’ | ommittees’ | muneration | Share    |
|                     | Meeting  | Meeting    | Subc       | holders' |
|                     |          |            | ommittees’ | Meeting  |
|                     | Number   | Number of  | Meeting    |          |
|                     | of       | Meeting (5 |            | Number   |
|                     | Meeting  | Times)     | Number of  | of       |
|                     | (5       |            | Meeting (2 | Meeting  |
|                     | Times)   |            | Times)     |          |
|                     |          |            |            | (1       |
|                     |          |            |            | Times)   |
+---------------------+----------+------------+------------+----------+
| 1 .Mr. Somboon      | 5        |            | 2          | 1        |
| Chinsawananon       |          |            |            |          |
+---------------------+----------+------------+------------+----------+
| 2. Mr. Saroch       | 5        | 5          |            | 1        |
| Lamlertprasertkul   |          |            |            |          |
+---------------------+----------+------------+------------+----------+
| 3. Mr. Pravit       | 5        | 4          |            |          |
| Tantiwasinchai      |          |            |            |          |
+---------------------+----------+------------+------------+----------+
| 4. Mr. Phairat      | 4        | 4          |            | 1        |
| Sittakul            |          |            |            |          |
+---------------------+----------+------------+------------+----------+
| 5. Mr. Wattana      | 5        |            |            |          |
| Chiengkul           |          |            |            |          |
+---------------------+----------+------------+------------+----------+
| 6. Mr. Vorasit      | 4        |            | 2          |          |
| Pokachaiyapat       |          |            |            |          |
+---------------------+----------+------------+------------+----------+
| 7. Mr. Kachen       | 5        |            |            | 1        |
| Benjakul            |          |            |            |          |
+---------------------+----------+------------+------------+----------+
| 8. Asst. Prof. Yuen | 5        |            |            |          |
| Poovarawan          |          |            |            |          |
+---------------------+----------+------------+------------+----------+
| 9 .Mr. Sumeth       | 4        |            | 1          | 1        |
| Damrongchaitham     |          |            |            |          |
+---------------------+----------+------------+------------+----------+
| 10.Mr. Yongsak      | 5        |            |            | 1        |
| Ekprachyasakul      |          |            |            |          |
+---------------------+----------+------------+------------+----------+
| 11. Mr. Thanong     | 5        |            |            | 1        |
| Chotisorayuth       |          |            |            |          |
+---------------------+----------+------------+------------+----------+
| 12. Mr. Viboolsak   | 5        |            |            | 1        |
| Udomvanich          |          |            |            |          |
+---------------------+----------+------------+------------+----------+
| 13. Mr.Pongsak      | 5        |            |            | 1        |
| Sivapatrakumpol     |          |            |            |          |
+---------------------+----------+------------+------------+----------+

Committees The Board of Directors has appointed a Committee and
Committees to help supervise the business of the Company as follows:

1. The Audit Committee

2. The Recruitment and Remuneration Committee

By each Committee, it consists of non-management Directors and
independent Directors more than half of the members that enable them to
work independently. The Committees for each working case will have a
list of name together with their scope of duty as shown in 9.1 the
subheading of management structure.

Controlling System and Internal Audit

1. Control and Internal Audit System, the Company sees the importance of
internal control at the management and the operation level, so it has
clearly prescribed duties and powers on the operation of the operators
and the management, specifically in writing. There is a control on the
use of the assets of the Company to the highest benefit, and there is
the separation of duty between the operators, the controllers and
evaluation, for suitable check and balance among each other. Moreover,
there is internal control on the financial system and the Company has
prepared the financial report for submission to the responsible
management line of duty.

The Company has an internal audit unit responsible to reassure that the
main practices and essential financial activities of the Company are in
line with the guideline and are operated with effectiveness. It includes
audit on legal compliance and compliance control as well as the
independent internal audit unit who is capable of independently
performing the check and balance. Therefore, the Board of Directors has
designated that the internal audit unit to report the results of the
audit directly to the audit Committee, and is also evaluated by the
audit Committee.

2. Risk Management, the risks are regularly evaluated against business
risk on the internal and external factors. The working Committees
consist of management and high level executives in the line of work
associated with each risk involved. The supervisor in each work unit
related directly to this aspect and internal control unit will work
towards analyzing the cause of risk factors and determine relevant
measures to manage the risk, and also keep track on the operation of
risk management plan and report the result back to audit Committees to
present the finding to the Board of Directors.

The Board of Directors put forth the important of internal control
system and risk management to build confident and trust that the risk is
at the acceptable level and allocation and usage of resource can be
correctly utilized and maximized, resulting better reliable financial
information.

Directors’ Reporting The Board of Directors is responsible for the
financial statements of the Company and financial information, appeared
in the annual report. The financial statements are prepared according to
generally accepted accounting principles in Thailand, using the
accounting policy that is suitable as practice regularly and with
careful discretion together with the best projections in the
preparations, including disclosure of the important data adequately in
the added notice section supplementing the financial statements.

The Board has provided and maintained all necessary requirement of the
internal audit with effectiveness, to ascertain with rationality that
the accounting records are correct, complete and sufficient to maintain
the assets and to learn of any weakness so that any significant
irregularity can be prevented.

The Board of Directors of SE-EDUCATION Public Co., Ltd has appointed the
audit Committees consisting of non-management Directors to supervise the
quality of the financial report and internal control, as well as the
opinions of the audit Committee regarding this issue. Comments
concerning this matter appear in the report of the audit Committee,
already shown in the annual report.

The Board of Directors considers overall internal control of
SE-EDUCATION Public Co., Ltd. to be satisfactory, and is trustworthy for
the reliability of the financial statement of SE-EDUCATION Public Co.,
Ltd. as at December 31,2007.

Relations with Investors The Board of Directors is aware that data
concerning the Company’s finance and non-finance aspects all play
certain role in the investor’s decision-making process and vested
interests. It, therefore, ensured that the management who has
implemented matters concerning disclosure of data were complete,
accurate, reliable, consistent, timely, and equality to which the
management has always given priority to and upheld all along.

The Board of Directors has set up a business unit for investor relation
to support the direct communication with investors, institution,
shareholders, analysts, and related governmental sector. The investors
can directly contact for more information at tel. 66-2739-8000 ext. 8,
fax 66-2739-8699, or e-mail us at: ir@se-ed.com and also click on
website www.se-ed.com/ir.

In 2007, the Company presented the result of business operation both in
Company’s monetary information and also non-monetary information for
analysts and investors through email and telephone that includes a
consistent active participation with the Stock Exchange of Thailand,
which can be summed up below:

+---------------------------------------------------------+----+------+
| -   Guide investor from Thai value investors (Thai Vi)  | 1  | time |
|     club to meet with management team and visit the     |    |      |
|     Company                                             |    |      |
+---------------------------------------------------------+----+------+
| -   Guide investor from Stock Exchange of Thailand to   | 1  | time |
|     meet the management team and visit the Company      |    |      |
+---------------------------------------------------------+----+------+
| -   Guide project participants of Young Researcher      | 1  | time |
|     Competition 2007 from the Stock Exchange of         |    |      |
|     Thailand to meet management team and visit the      |    |      |
|     Company                                             |    |      |
+---------------------------------------------------------+----+------+
| -   Institute investors meet the management             | 10 | time |
+---------------------------------------------------------+----+------+
| -   Question and Answer through telephone conversation  | 42 | time |
+---------------------------------------------------------+----+------+
| -   e-mail inquiry get replied                          | 24 | time |
+---------------------------------------------------------+----+------+
| -   Travel to meet with shareholders and investors/The  | 1  | time |
|     listed company meet the investors                   |    |      |
+---------------------------------------------------------+----+------+
| -   News                                                | 4  | pi   |
|                                                         |    | eces |
+---------------------------------------------------------+----+------+

Furthermore, the department of investor relation has set time duration
of non-disclosure practices of information relating to the earning
result to shareholders, investor, and analyst 7 days prior to the date
that the Company submits the report of the earning result to the SET.

9.5 Monitoring the Use of Inside Information

The monitoring of policy and measure in written format with respect to
the Corporate Good Governance and handbook for the Board of Directors
which has already been discussed in the Board meeting. The top
management of the Company have also been informed about the announcement
of Securities Exchange Commission which stated that the management
(including the spouse and legitimate child who has not become sui
juris - or, in other words, not yet 20 years of age) must report the
change of stock ownership to the Securities Exchange Commission as
stipulated in the law called "Securities Exchange Act B.E. 2535" in the
section 59 within 3 days after the change of ownership of Securities
taken place, and also report to the Company's secretary for
acknowledgement so as to later inform to the related individuals.
Moreover, the management in the meeting is also informed about the
penalty imposed upon those who violate the laws.

The Company has the policy that set the guideline for the practice of
Corporate Good Governance, ethical practices of the Board of Directors,
including the regulation that prohibit the staff from take Company's
document or information for personal use, or bring outside the Company,
without asking for permission. This also includes exposure of financial
document or other related documents for outsider, and also prohibits the
trading activity within 1 month prior to public release of financial
information. If done so, the act can be considered "misconduct" to the
Company's rule of conducts. Should the management or staffs violate such
rule of conducts, the penalty can be ranged from warning, fine, work
suspension, work without pay, job termination.

In 2007, director and high executives have reported the change of
securities ownership to the securities exchange commission, according
the section 59 each time trading occurred and subsequently reported to
Company's secretary.

6.  Personnel

Total number of employees on December 31,2007 was 2,058 (816 from the
Company’s head office at Nation Tower Building, 1,242 from the Company’s
network of bookshops nationwide). Total employee remuneration salary,
bonus and provident fund totals THB 370.95 million. (For 2006, the total
number of employees was 1,823 with compensation and provident fund
expenses totaling THB 325.80 million.)

Personnel Development Policy The Company has a policy to enhance the
potential and efficiency of its staff on a regular basis with a view to
better preparing them of global change in both competitiveness and new
technology. In-house training courses are designed and catered for
different ranks, professional standards, goals and objectives of each
business unit. The Company also provides opportunities for external
training either locally or abroad.

9.7 Corporate Social Responsibility or CSR

The company realizes the important of role for all Thais toward social
responsibility and also for the country at large, in whatever ways
possible. For this reason, the company tries at best to play some role
in every aspect of social responsibility.

Dated back to the early day of the company, the picture in this regards
will be much clearer because the company are formed by ten electrical
engineering graduates from Chulalongkorn University, who used to be
active in varsity activities during their academic years at the club of
faculty of engineering, Chulalongkorn University. They realized that
Thailand still lacked the development of technical and academic material
and the Company was then established on 1974. Their social
responsibility ideology has the objective of company establishment as
“to do business in knowledge dissemination, with a view to developing
the fullest potential of Thai people in areas essential to the national
development.” And the name that emphasizes the objective is “SE–ED”,
which is derived from the words Science, Engineering and Education. The
overall intention is to make Thais par excellence

Therefore, it may be said that this is the Company that take the
country’s problem as the Company’s mission statement and the business
has been operated on this ideology from day one, and also continue to do
so for 33 years even now, through organization culture transfer and
growth direction of the Company.

The overall company business is aimed at the growth in relation to the
founding objective, even if the productions may be books and magazines
which is deemed to be beneficial but still lack in the market, helping
other publishers distribute so that the books have a chance to be
viewed, survived the market, and publishers are stronger, and make it
possible for them to produce more quality books. For the bookstore
business, it allows community to have opportunity to view books, make
the books more available, organize the year–round youth activity, found
and operate ‘Plearnpattana’ school to set example of new model school
for developing children for the country’s future.

Therefore, for the staffs at SE–ED, CSR is not just an added activity as
do any other organizations, but it is actually the Company’s mission and
is regarded to play a significant role in the Company advancement in
book business both in overall picture and in terms of actual knowledge
to expand the market base very quickly.

The Company is confident that the development of sustainable
organization not only involves the return on investment and suitable
growth for shareholders, but the Company needs to develop itself to be a
good role model by performing a good work that benefit the society at
large and is widely accepted. The staffs are happy to work. The Company
should support and save the environment while business still operates
the business. The Company, therefore, operates in connection with the
sustainable business development and social and environment.

In 2007, The Company engages in varieties of activity for social,
community, and diverse environmental setting in addition to the normal
activities which can be cited by the following examples:

Education and Youth Development and General Public Project : The Company
aims at business development that is in line with National Education Act
with respect to the social participation in education of management and
supports the life–long learning, whereby the Company dedicates to
produce beneficial education media for Thais, whether it is a book,
magazine, or varieties of related activity such as:

-   Outside Reading Project : Presently, Thailand Education still cannot
    develop English language reading skill for children in terms of
    communication. The Company has a policy of participating in
    developing the English language learning system by signing contract
    for distributorship of Oxford University Press - the largest English
    publishing for Academic books - effective January 1, 2007 onward.
    The Company also has a project to publish English-localized outside
    reading books which are expected to be launched in the beginning of
    April, 2008. This also extends to the training of English teacher in
    a country-wide effort, to help improve the teaching methodology more
    effectively.

-   Youth Camp Project: (SE–ED Kiddy Camp) : The Company takes on the
    youth camp called “SE–ED Kiddy Camp” in the five consecutive years,
    which is held during the school holiday. It is an academic camp
    putting the emphasis on learning process for science, in combination
    with extra recreation, creative, and ethic activities, such as
    Dinosaur venturing the earth camp, aeronautic science camp, power of
    nature camp, youth business venture camp, etc. In 2007, the Company
    held 7 camps for the total of 513 people participating.

-   Youth Learning Center Project (SE–ED Learning Center) : The project
    is designed with the aim of making Thai children smarter and
    excelled in the fields that are important to the country’s
    development, through learning process associated with brain
    development potential –or, in other words, "Brain Based Learning".
    It inspires learners to learn more by using free time during the
    holiday weekend - or a day trip course, such curriculums as Young
    engineer course, Thinking development course, Math eureka course,
    etc. This also includes SE–ED English camp. The Company plan to open
    the learning center called "SE-ED Learning Center" at the Chamchuri
    Square in the middle of 2008 to increase the role as knowledge
    provider for children, engineer, and general audience. .

-   Academic Training Project : The Company organizes training courses
    in engineering, computer for the general audiences. In 2007, the
    Company trained the total of 36 courses.

-   Plearnpattana School : The Company jointly invested in Plearnpattana
    School with the percentage of 48.82%. The school uses Thai
    curriculum from kindergartens to Matayom 6 (Hig h school) which aims
    at creating a model school for young Thais to have sufficient
    capability to become the potential citizens in the future.

-   Books for the Students Project : A book donation project which
    donated the carefully selected books to the school libraries in
    different areas around the country which lack the learning
    resources. In 2007, the Company has donated books to the schools
    around the country of up to 250 schools, valued THB 17 million. The
    Company jointly donated books and educational equipments through
    schools in the project one Amphur one dream school initiated by
    Education Ministry which supports education for schools in need that
    is considered dream schools to be used as model schools for the
    whole country.

-   Library Construction for School : The Company jointly donated
    shelves, educational tools, and books to help construct the school
    library in many areas in Bangkok and other provinces, such as the
    library of Udhomseel school, the library of Ban Takiantia school in
    the province of Sakol Nakorn, the library of Ban Pongdangnamcha
    samukkee school, etc.

-   UpDATE Magazine Project : the Company publishes monthly magazine
    called UpDATE magazine since 1978 to introduce interesting knowledge
    in science and technology for youth and general audiences without
    expecting profit and the Company has received the award “Academic
    magazine for youth” for many consecutive years.

    -   Book Business Information Dissemination Project : As the
        largess’s book distributor and retailer in the country, the
        Company is equipped with sizable information that reflect the
        outlook of book industry within the country to a certain extent.
        By organizing "Annual Information Announcement Conference" since
        2004, the Company believes that by doing so will help develop
        book business in a big and positive way. It also publishes
        information used during the conference, as well as lectures and
        information taken from occasional seminar events in the website
        initiated in 1995.

Social, Community, Family Institution Development Project : The Company
emphasizes on being part of the society and the important of family
which is the root of community and society. The Company is highly
committed to create and play a major part in social development in a
sustainable fashion.

-   Webboard for Parents and Youth at www.se-ed.com Project : This
    webboard has its objective in being the center of idea in child
    development. It also a place where the exchange of ideas, and
    sharing of love and concern and experiences take place. It is the
    place where people can find consultation about their kids psychology
    which includes the way to child’s education.

-   White School Project : The Company sees the important of child
    protection from books or media which is either produced by the
    Company or resell in our retail stores. These types of product will
    be dealt through careful censorship and selection of products to
    permit “white media” for kids and youth. This will ensure that
    parents can bring in children to visit, or make a purchase of
    products from our stores, children will be protected from all
    obscene media or media that is dangerous for kid and youth.

-   Stop the Pirated Products Project : The Company publishes books and
    magazines while stressing the important of intellectual property
    rights. Therefore, the Company has the policy of not, in any event,
    producing, selling, or supporting products that are in violation of
    copyright law. This effort also includes the support of making
    people understood of how all copyright infringement practices are
    illegal and what laws are related to such practices, and how it can
    be corrected.

-   Blood Donation Project : The Company supports the campaign seeking
    blood to help patient in need by actively involved in organizing
    staffs participation in blood donation.

Nature Preservation and Environmental Protection : The Company support
nature preservation and environmental protection as follows:

-   Stop the Global Warming Project : The Company campaigns on the
    reduction of plastic bags usage which is a non-biodegradable
    substance, while promoting the cloth bags instead. Customers are
    encouraged to used cloth bag when buying books from SE-ED Book
    Center. In addition, the Company plan to use plastic bag which has
    the natural content that has biodegradable contents, instead of
    plastic bag used today to contain materials used in the Company. One
    way of doing this is to select material which is more
    nature-friendly. The project started in 2007.

-   Energy Conservation for Bookstore Branch : The Company initiated the
    use of energy conservation appliances installed inside SE-ED Book
    Center stores to reduce the energy used in the country. The project
    started in 2006.

-   The Energy Conservation Project : The Company initiated the electric
    power conservation by installing string as an on–off switch for
    lighting in all working areas of the building for staffs to turn the
    light on and off more conveniently at the area where it is needed a
    kind of reminder for everyone about the energy conversation. The
    project has been launched since year 2001.

-   Paper Use Reduction Project : The Company supports the practice of
    document or business information management in term of electronic
    media to reduce the use of paper and result in convenient search of
    information, starting from information system development and
    overall work process in the organization to reduce the work
    procedures and paper usage reduction. In bigger picture, the Company
    can reduce the use of paper at no less than 1,000 reams per month.
    On top of that, the company finds the use of plastic envelopes or
    covers in reusing undamaged envelopes as a document cover delivered
    back and forth among work units within the firm.

Human Resources Development : The Company support human resources
development for staffs who possess good quality and being valuable to
the social and country development. To do this, the Company emphasized
on staffs who work with joy, creating good work environment, taking care
of staffs with fairness, being fair and appropriate in terms of
compensation and welfare.

-   SE-ED e-Learning Project : The Company has initiate the development
    of training curriculum through e-Learning system, in order to
    develop service, knowledge, and understanding of all the products in
    the stores. The contents of e-Learning are prepared from the
    headquarters and redistribute to the network stores simultaneously
    all over the country. The staffs at the storefront will get a chance
    to view the contents through computer system placed at the stores.
    The contents can be reviewed repeatedly. Moreover, the staffs will
    receive news, information, regulations and information about
    Corporate Good Governance from the Board of Directors as many
    as what the staff at headquarters can view

-   Education and Training Development Project : The Company supports
    the staff development that is valuable to the social and environment
    by aiming at staffs who are knowledgeable, competent, and moral to
    build a business that is fair and sustainable in the future, and
    also pave way for future competition which not only develop
    knowledge for business but also organizes the staffs for Dharma and
    meditation course in the mind development project at “Satian Dharma
    Sathan” in an annual basis. The Dharma teaching activity is also
    occasionally included in the program such as “Pla – Dharm – Suk -
    Jai” activity.

-   Meditation Through Music Project: The Company support the staff to
    work with concentration by play classical tunes from Mozart that is
    specially selected during work hours to increase work effectiveness.
    It also help relieve the stress during the work.

Healthy Working and Safety: The Company recognizes the important of work
safety, healthy lifestyles and good environment to support the workplace
of staffs, customers.

-   Emergency Division in Case of Fire and Critical Circumstance: The
    Company headquarters is situated in the top level of the office
    building, and distribution center is a rental area. The Company
    jointly work with building owner and renter of the distribution
    center in creating a fire drill and training plan to rehearse the
    possible action that should be taken when, in case, fire occurs. The
    Company staffs will learn how to use extinguishers in different
    types and at the same time have the chance to test the existing
    tools for readiness. Trained staffs will have adequate knowledge and
    experience to deal with the unexpected events using action plan.