9. Management

9.1 Organizational Structure

The company had 4 committees as of 31 December 2001 as follows:

  9.1.1 Board of Directors

  A. The directors have power and responsibility to fix the direction of
  the

  company in compliance with the associated laws, the articles of
  association and the resolutions of the shareholders’ meetings and so
  on.

  The directors also have power to approve the purchases of assets and
  other transactions under conditions fixed by the associated
  regulations and the notifications of the Department of Insurance, the
  Stock Exchange of Thailand and the Security and Exchange Commission.
  For example, the purchases of properties or securities must be in
  compliance with the Non-life insurance act and the Department of
  Insurance’s notification on the investment in other business.

B.  The Board of Directors are as follows (as at December 31, 2001):

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

  (1)    Mr. Kumpol Techaruvichit           Chairman of BOD

  (2)    Mr. Dhani Jaroenchaiyapongs        Vice Chairman of BOD

  (3)    Mr. Vithun Patanarat               Director

  (4)    Mr. Somboon Fusriboon              Director

  (5)    Mr. Pairach Charoenchaipong        Director

  (6)    Mr. Yongyuth Phusanti              Director

  (7)    Miss Sumalee Jaroenchaipong        Director

  (8)    Miss Ratana Jaroenchaipong         Director

  (9)    Mr. Thiva Inthaseni                Director

  (10)   Mrs. Nutta Ratanachaichan          Director

  (11)   Mr. Napadol Putarungsi             Director (Independent
                                            Director)

  (12)   Mr. Sant Chotipruk                 Director (Independent
                                            Director)

  (13)   Mr. Rajbir Singh Nanra             Director

  (14)   Mr. Hermann Franz Randolph Wein    Director

  (15)   Mr. Alfred Edward Bergbauer Jr.    Director
  ------ ---------------------------------- ------------------------------

  Note: Mr. Alfred Edward Bergbauer Jr. has resigned from the Board of
  Directors since 11 January 2002.

  Secretary to the Board of Director is Mr. Thana Vongsangnak.

9.1.2 Executive Committee

  A. The Executive Committee has power and responsibility as authorized
  by the directors to review the company’s financial status and results,
  and to fix targets, plans and the organizational structure and so on.

  B. The Executive Committee as at 31 December 2001 was composed of the
  following persons:

+------------------------------------+---------------------------------+
| Name                               | Position                        |
+------------------------------------+---------------------------------+
| (1) Mr. Dhani Jaroenchaiyapongs    | Chairman of Executive Committee |
+------------------------------------+---------------------------------+
| (2) Mr. Vithun Patanarat           | Executive Director              |
+------------------------------------+---------------------------------+
| (3) Mr. Somboon Fusriboon          | Executive Director              |
+------------------------------------+---------------------------------+
| (4) Mrs. Nutta Ratanachaichan      | Executive Director              |
+------------------------------------+---------------------------------+
| (5) Mr. Rajbir Singh Nanra         | Executive Director              |
+------------------------------------+---------------------------------+

9.1.3 Audit Committee

  A. The Audit Committee has power and responsibility to review the
  company’s procedure to ensure that the company’s financial statements
  accurately and adequately report data, the internal control is
  suitable, the associated laws are complied, and there is no conflict
  of interest. The committee also advises the directors about the
  appointment of external auditor and investigates evidence if there
  would be fraud or the significant drawback of the internal control.

B.  The Audit Committee as at 31 December 2001 was composed of the
    following persons:

+------------------------------------+---------------------------------+
| Name                               | Position                        |
+------------------------------------+---------------------------------+
| (1) Mr. Sant Chotipruk             | Chairman of Audit Committee     |
+------------------------------------+---------------------------------+
| (2) Mr. Napadol Putarungsi         | Committee Member                |
+------------------------------------+---------------------------------+
| (3) Mr. Yongyuth Phusanti          | Committee Member                |
+------------------------------------+---------------------------------+

9.1.4 Investment committee

  A. The Investment Committee has power and responsibility to determine
  the company’s investment policy. As authorized by the directors it
  could also approve some transactions such as the purchases of
  debentures of not above Baht 20 million.

B.  The Investment committee as at 31 December 2001 was composed of the
    following persons:

+-----------------------------------+----------------------------------+
| Name                              | Position                         |
+-----------------------------------+----------------------------------+
| (1) Mr. Dhani Jaroenchaiyapongs   | Chairman of Investment Committee |
+-----------------------------------+----------------------------------+
| (2) Mr. Vithun Patanarat          | Committee Member                 |
+-----------------------------------+----------------------------------+
| (3) Miss Ratana Jaroenchaipong    | Committee Member                 |
+-----------------------------------+----------------------------------+
| (4) Mr. Rajbir Singh Nanra        | Committee Member                 |
+-----------------------------------+----------------------------------+
| (5) Miss Malinee Udomsangpetch    | Committee Member                 |
+-----------------------------------+----------------------------------+

9.1.5 Management Team

As at December 31, 2001, the management of the company were as follows:

+-----+----------------------------+----------------------------------+
| N   |                            | Position                         |
| ame |                            |                                  |
+-----+----------------------------+----------------------------------+
| (1) | Mr. Dhani                  | Managing Director                |
|     | Jaroenchaiyapongs          |                                  |
+-----+----------------------------+----------------------------------+
| (2) | Mr. Vithun Patanarat       | Deputy Managing Director and     |
|     |                            | Manager, Branch Operation        |
|     |                            | Department                       |
+-----+----------------------------+----------------------------------+
| (3) | Mr. Somboon Fusriboon      | Deputy Managing Director         |
+-----+----------------------------+----------------------------------+
| (4) | Miss Ratana Jaroenchaipong | Assistant Managing Director and  |
|     |                            | Manager, Fire, Reinsurance,      |
|     |                            | Miscellaneous, Marine Department |
+-----+----------------------------+----------------------------------+
| (5) | Miss Sumalee               | Manager, Office Administration   |
|     | Jaroenchaipong             | Department                       |
+-----+----------------------------+----------------------------------+
| (6) | Mrs. Kanjana Chernrongroj  | Manager, Finance Department      |
+-----+----------------------------+----------------------------------+
| (7) | Mr. Somsak Vichayapong     | Manager, Legal Department        |
+-----+----------------------------+----------------------------------+
| (8) | Mr. Kawin Jatusat          | Manager, Personnel Department    |
+-----+----------------------------+----------------------------------+
| (9) | Mr. Somchai                | Manager, Motor Claims Department |
|     | Chevalukanalikit           |                                  |
+-----+----------------------------+----------------------------------+
| (   | Mrs. Orapa Zerasuwan       | Manager, Marketing Department    |
| 10) |                            |                                  |
+-----+----------------------------+----------------------------------+
| (   | Captain Doctor Yongyuth    | Manager, Corpora                 |
| 11) | Mayalarp                   | te Marketing and Public Relation |
+-----+----------------------------+----------------------------------+
| (   | Miss Malinee Udomsangpetch | Manager, Investment Department   |
| 12) |                            |                                  |
+-----+----------------------------+----------------------------------+
| (   | Mr. Teera Trussat          | Manager, Internal Audit Office   |
| 13) |                            |                                  |
+-----+----------------------------+----------------------------------+
| (   | Mr. Padet Dokchan          | Manager, Information Technology  |
| 14) |                            | Department                       |
+-----+----------------------------+----------------------------------+

9.2 Selection of the directors

  The directors shall be elected by the annual general meetings of
  shareholders in accordance with the following rules and procedures:

(1) One shareholder shall have one vote for each share;

(2) Each shareholder shall exercise all the votes he or she has
    under (1) to elect one or several persons as a director or
    directors, provided that he or she cannot divide his or her votes
    for any person to any extent;

(3) After the vote, the candidates shall be ranked in order descending
    from the highest number of votes received to the lowest, and shall
    be appointed as directors in that order until all the directors
    positions are filled. If there is a tie in the list to be elected
    which would otherwise cause the number of directors to be exceeding,
    the chairman shall have an additional casting votes.

  The company does not use cumulative voting system.

  If any director resigns from the Board of Directors, at least three
  forth of the directors may choose some one to replace him or her,
  unless performing period of the director remains for less than 2
  months.

  Moreover one who replaces another one who resigned will perform his or
  her function only in the remaining period of the director whom he or
  she replaces.

  As at 31 December 2001, there were 2 directors representing IFCT and
  there were 3 directors represented HIH.

9.3 Remuneration for Director and Management Team

9.3.1 Paid Benefit in 2001.

+------------------------------+------------------+-------------------+
|                              |                  | (Baht)            |
+------------------------------+------------------+-------------------+
| Director                     | Remuneration     | Bonus             |
+------------------------------+------------------+-------------------+
| Board of Directors 17        | 681,000          |   650,000         |
| members 1/                   |                  |                   |
+------------------------------+------------------+-------------------+
| Executive Committee 5        | 525,000          |                   |
| members                      |                  |                   |
+------------------------------+------------------+-------------------+
| Audit Committee 4 members 2/ | 150,000          |                   |
+------------------------------+------------------+-------------------+
| Investment committee 5       | 105,000          |                   |
| members                      |                  |                   |
+------------------------------+------------------+-------------------+
|                              |                  | (Baht)            |
+------------------------------+------------------+-------------------+
| Management Team              | Salary           | Bonus             |
+------------------------------+------------------+-------------------+
| Management team 17 members   | 10,591,964       | 1,003,753         |
| 3/                           |                  |                   |
+------------------------------+------------------+-------------------+

Note: 1/ All directors included as follows:

1.1/ Mr. Thirayuth Vongsangnak had passed away in 23 July 2001

  1.2/ Mr. Premchit Visesphaetaya had resigned in 25 July 2001

  1.3/ Mr. Napadol Putarungsi was appointed in 24 October 2001

  2/ All Audit Committee members included Mr. Premchit Visesphaetaya who
  had resigned in 25 July 2001 and was substituted Mr. Napadol
  Putarungsi in 24 October 2001.

3/ All management team included as follows:

  3.1/ Mrs. Orrasa Jirasoontorn, Personnel Department Manager, had
  resigned in 30 March 2001

  3.2/ Miss Charranporn Vuthitada Personnel Department Manager , had
  resigned in 1 July 2001

  3.3/ Miss Somboon Maleengam, Accounting Department Manager, had
  resigned in 1 August 2001

  3.4/ Mr. Kawin Jatusat, Personnel Department Manager, was appointed in
  15 August 2001

9.3.2 Other Benefit

-None-

9.4 Corporate Governance

The directors have been compliance with the principles of good corporate
governance.

9.5 Insider

The company has warned the staff not to do insider trading, otherwise
they will be severely penalized.

9.6 Staff

9.6.1 Number of staff

Total number of staff as at 31 December 2001 were 559 persons, as
classified as follows:

Number of staff as at 31 December 2001

+-------------------------------------------------+--------------------+
| Department                                      | Total              |
+-------------------------------------------------+--------------------+
| Motor Claims                                    | 213                |
+-------------------------------------------------+--------------------+
| Motor Underwriting                              | 29                 |
+-------------------------------------------------+--------------------+
| Branch and Operation                            | 147                |
+-------------------------------------------------+--------------------+
| Accounting                                      | 18                 |
+-------------------------------------------------+--------------------+
| Finance                                         | 42                 |
+-------------------------------------------------+--------------------+
| Legal                                           | 20                 |
+-------------------------------------------------+--------------------+
| Marketing                                       | 17                 |
+-------------------------------------------------+--------------------+
| Investment                                      | 7                  |
+-------------------------------------------------+--------------------+
| Internal Audit                                  | 3                  |
+-------------------------------------------------+--------------------+
| Fire and Reinsurance                            | 11                 |
+-------------------------------------------------+--------------------+
| Marine and Miscellaneous                        | 8                  |
+-------------------------------------------------+--------------------+
| Executive Directors                             | 8                  |
+-------------------------------------------------+--------------------+
| Personnel                                       | 3                  |
+-------------------------------------------------+--------------------+
| Office Administration                           | 17                 |
+-------------------------------------------------+--------------------+
| Information Technology                          | 16                 |
+-------------------------------------------------+--------------------+
| Grand Total                                     | 559                |
+-------------------------------------------------+--------------------+

  Note : The number of staff excluded the Managing Director

9.6.2 Labor dispute in the past 3 years

There was only one dispute in 2000, because a staff was penalized and
terminated the employment. He entered an action in court. But, finally,
he had compromised with the company and was paid severance pay at the
amount of 3-month salary.

  We try to prevent the labor dispute by motivate staff to be loyal,
  train them and pay salary at the suitable level.

3.  Benefits

Total Benefits of staff in 2001

(Unit : Baht)

  --------------------- ---------------- --------------------------------
  Salary                Bonus            Provident Fund

  76,561,716.00         3,833,619.00     3,620,479.00
  --------------------- ---------------- --------------------------------

4.  Human Resources Development

The company believes that the staff is the important factor to increase
the competitiveness. So, the company has policies to develop them by
holding the training courses.