Attachment 3 Audit Committee’s Report

Audit Committee’s Report

The Board of Directors of SE–EDUCATION Public Company Limited resolved
in the appointment of the Company’s Audit Committee which consists of
three individual – Mr. Saroch Lamlertprasertkul, Committee Chairman, Mr.
Pravit Tantiwasinchai and Mr. Phairat Sittakul, Committee Members. Each
of the Committee member is neither the Company executive nor employee.
And Mr. Wachiratham Siriarchawattana is the secretary to the Committee.

Audit Committee has performed the duty independently, within certain
authority and capacity limit through the cooperation with independent
committee, management, accounting audit, accounting department, and
internal audit department. The Audit committee understands the
significance of internal audit, risk management, proper business
supervision to ensure sufficient internal control, adequate and
acceptable level of risk management, proper supervision, as well as
proper and trustworthy financial report.

In 2008, the Audit committee held 6 meetings. Every audit committee
member attended the meeting. For meeting number 6/2008, the audit
committee approved the amendment of the audit committees’ rule and scope
of duty to be in accordance with new regulation stipulated by Security
Exchange Commission and regulation by Stock Exchange of Thailand.
Moreover, Audit committee also held 1 internal meeting among committee
members, independent member, and higher management involved in
accounting, finance, internal audit, in absence of management directors
but, however, they were well-informed and acknowledged the issues
discussed in the meeting.

1. Review of quarterly financial statement and annual financial report
for year 2008 : The Audit committee has reviewed financial statement on
a quarterly basis and annual financial report for the year 2008 of the
Company prior to submitting the document to ensure the financial report
is conducted in accordance with generally accepted accounting standard.
This only includes a proper, adequate, timely release of financial
information, through cooperative meeting among accounting audit,
management, accounting department, and internal audit department to
consider financial report on quarterly basis and annual financial report
to enquire complete, correct, and proper openness, as well as the
adjustment of item that might affect the financial report in an
important way. The audit committee agreed with accounting auditor that
the Company’s financial statement is in accordance with General Accepted
Accounting Principles and has disclosed the information accurately and
adequately reliable.

2. Supervision of good corporate governance : The Audit Committee
monitors to ensure that there is sufficient and transparent openness of
Company’s information; and the operation was in compliance with the
regulations stipulated by concerned authority. In addition, the
Committee reviewed the policy on corporate good governance,
environmental and social responsibilities, and the Company’s promotion
of good governance practices, well managed, transparent, and
retraceable, to build trust and confident for all investors, supervisory
authority, Stakeholders and finally result in the connection of thoughts
that drive towards mutual benefit.

3. Review of risk management practices : In overseeing the risk
management practices, the Committee continued to ensure that the
Company’s risk was at the acceptable level. The Committee reviewed the
Company’s risk management plan for year 2008 and acknowledged the report
of the risk management practices, periodically. The audit committees
agreed that the Company has risk management at an acceptable level.

4. Review of abiding of security exchange laws, as well as the
regulations stipulated by Stock Exchange of Thailand, and also the
related laws related to the Company : Under the stipulated regulations
of Stock Exchange of Thailand and the law concerning the Company, The
audit committees ensure that law and stipulated regulations of stock
exchange of Thailand and other related divisions are properly abided.
Based on the audit committees’ opinion, there is not essential issues
related to the issue of not abiding the law and the regulation
stipulated by Stock Exchange of Thailand and the related
under-supervision division.

5. Review and opinion toward related items and items that may post the
possible conflict of interest which includes the afore-mentioned
information disclosure : The audit committees agreed that the Company
has disclosed information completely and correctly and the items are
general items that are justified and appropriate which has already been
approved by management and the Company’s Board of Directors.

6. Review of internal audit control assessment : The Committee performed
the review of the Company’s internal audit control to ensure that the
internal control is properly conducted, effective, and sufficient usage
of resources, and adequate protection of asset to reduce damage and
possible misconduct, and upholding the reliability of financial
information. The audit committees’ opinion was in line with accounting
auditor and agreed that no essential issues or shortcomings were found
to affect the Company’s financial statement.

7. Supervision of internal audit : The Committee has reviewed the
operation, audit plan for year 2008, as well as the adequate manpower
for the task at hand. The Committee acknowledged and recommended
guideline to solve the weak spot in internal control system to allow
better and more effective internal audit. The Committee also jointly
reviewed the plan for annual audit year 2009 which determined the risk
that may occur and could directly affect financial statement and the
Company’s operation. The audit activities include the auditing of
accounting and financial on computer and information system, and also
other areas that may affect the Company’s operation.

8. Review of financial accounting policy : The Audit committee has
undertaken the review of financial and accounting review jointly with
independent committee, management, accounting and financial department,
internal audit department to review accounting policy and practices,
estimation, and determination of business key index to allow a
measurable operating outcomes in a clearer manner.

9. Select and submit for appointment of auditor : The Audit Committee
considered the selection of auditor. The Committee also considered state
of independence of auditor and determined the appropriate compensation
to be presented to the Board of Directors for the request of final
approval from Shareholders’ meeting to appoint the auditor. The Audit
Committee has considered the selection and proposed accounting audit to
the board of directors to gain the approval at the Company's
shareholders meeting to appoint AMC Ltd. as accounting audit for the
Company for year 2009.

In summary The Audit committee agreed that the preparation and
disclosure of company's financial information are correct, complete and
reliable. The Company has also performed in accordance with regulations
stipulated by authority. Moreover, the Company internal audit system has
no items that may significantly affect the company. All mentioned
matters have already been reported to the Company's board.

(Mr.Saroch Lamlertprasertkul)

Chairman of the Audit Committee

March 16, 2009

Attachment 3 Recruitment and Remuneration Committees Report

Recruitment and Remuneration Committee Report

The board of directors of SE-EDUCATION Public Company Limited has
appointed recruitment and remuneration committee members consisting of 3
individuals: Mr. Somboon Chinsawananon, an independent board member, who
is the Chairman of the committee, Mr. Vorasit Pokachaiyapat, an
independent board member, and Mr. Sumeth Damrongchaitham, non-executive
board member. In 2008, the recruitment and remuneration committee
members held 1 meeting.

The recruitment and remuneration committee has within its authority and
capacity, duty, and responsibility, as delegated by the board of
directors which constitutes the task of setting procedures for
recruitment of directors, managing director, and also arrange a
succession plan, as well as decision on remuneration policy for
management and staffs.

On the recruitment of directors and management, the recruitment and
remuneration committee has proceeded to search and recruit suitable
candidates in accordance with the criteria set by the board of directors
and does not violate the regulations stipulated by supervisory
authority. In 2008, the recruitment and remuneration committee presented
the re-appointment of retiring directors to the consideration of the
board of directors. Moreover, the committee provided channel for small
shareholders to submit names of qualified person for directorship to be
considered by the committee.

In setting the remuneration for the board of directors, the management,
and staffs, details of which have been declared in the annual report,
the committee has considered the remuneration that is commensurate with
their responsibility, skills, performance and taken into account the
economic condition and peer factor.

The recruitment and remuneration committee reported the details of
meeting after every meeting to the board of director. In 2008, the
committees acted with circumspection, prudence, and independence for the
maximum benefit of the stakeholders.

  (Mr. Somboon Chinsawananon)

  Chairman of recruitment and remuneration committee

  March 16, 2009