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 individuals - Mr. Saroch Lamlertprasertkul as the Committee
Chairman; Mr. Pravit Tantiwasinchai, and Mr. Kachen Benjakul as the
Committee members and Mr. Chonlavit Iamraksakiat as the secretary to the
Audit Committee. Each member in the Committee possesses the
qualifications required by the Office of Securities and Exchange
Commission and the Stock Exchange of Thailand.

In 2012, the Audit committee held 6 meetings. Every audit committee
members attended the
meetings. Moreover, The Audit committee also held 1 internal meeting
among committee members, independent members, and higher executives
involving in accounting, finance, internal audit, in absence of
management directors, but, they were well-informed and acknowledged the
issues discussed in the meeting.

Audit Committee has performed the duty independently, within a certain
authority and capacity limit, required by the Charter of Audit
Committees, and assigned by the Board of Directors with the cooperation
of all parties involved. The Audit committee understands the
significance of internal audit, risk management, good corporate
governance to ensure sufficient internal control, adequate and
acceptable level of risk management, proper supervision, as well as
proper and trustworthy financial report. The Audit Committee had a
discussion with the board of management, top executives, internal
auditors and auditors every quarter. The works of the Committee in the
year 2012 can be summarized as follow :

1. Review annual financial report for year 2012 : The Audit committee
has reviewed financial statements on a quarterly basis and annual
financial reports for the year 2012 of the Company and its subsidiary
prior to submitting the document This includes a proper, timely release
of financial information, through cooperative meeting among accounting
audit, management, accounting department, and internal audit department
in considering the consolidated financial statement on quarterly basis
and annual financial report to enquire upon complete, correct practice
of generally accepted accounting principle, the selection of accounting
policy, and proper openness, including the utilizing the observation
suggestions from accounting auditor to improve and correct the
preparation of the Company’s financial statement. The audit committee
agreed with accounting auditors that the Company’s financial statement
is in accordance with General Accepted Accounting Principles and has
disclosed the information accurately and adequately.

2. Supervision of Good Corporate Governance : The Audit Committee
realized the importance of good governance and reviewed the good
governance policy of the Company annually. The Committee also encouraged
executives and employees to adopt the principle of good governance until
it became the culture of the organization. The business is operated on
the moral value, transparency and social responsibility. As a result the
Company was evaluated excellent in Corporate Good Governance for five
consecutive years (2008 - 2012) by Institution of Directors (IOD). The
Company also received SET Award of Honor in Corporate Governance Report
for the second time from SET Awards 2012 organized by Stock Exchange of
Thailand in corporation with Money and Banking Journal. This award was
granted to the Company for having received the good corporate governance
award for 4 consecutive years.

3. Review of risk management : In overseeing the risk management, the
Committee
continued to ensure that the Company and its subsidiary’s risk was at an
acceptable level. The Committee reviewed the Company’s risk management
plan 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 and Exchange laws, as well as the
regulations stipulated by Stock Exchange of Thailand, and also other
related laws related to the Company such as Revenue Code, and Public
Company Act : The Audit Committee had reviewed to ensure that law and
related regulations of stock exchange of Thailand and other concerned
business units are properly abided. Based on the audit committees’
opinion, there was no essential issue related to the issue of violation
of laws and regulations stipulated by Stock Exchange of Thailand and
other related Government supervision agencies.

5. Review and provide opinions toward related items and items that may
post a possible conflict of interest which includes the afore-mentioned
information disclosure : The audit committees agreed that the Company
has disclosed information completely and correctly as said in the
regulations of The Securities Exchange of Thailand, and the items are
ordinary items that are appropriate and beneficial to the Company.

6. Review of internal audit control assessment and internal audit : The
Committee had reviewed the Company’s internal audit control to ensure
that the it is properly conducted and sufficiently effective for the
usage of resources and business operation. The Audit Committee was
reported the operation of the internal audit department in every quarter
and gave advice for improvement as well as following up on the areas
that need to be developed. The Audit Committee reviewed the audit plan
of 2013 and realized there could be risks affected the operation and
financial status of the Company. The Committee also emphasized the
internal audit as a mean to enhance the business performance, increase
revenues and decrease operation cost.

7. Select and submit for appointment of auditor : The Audit Committee
performed the
selection of the auditor. The Committee took into consideration the
auditor’s state of independence, knowledge, ability, auditing
experience, auditing staff and appropriate compensation rate to be
presented to the Board of Directors for the request of final approval
during the Shareholders’ meeting - number 1/2013, dated 20 February
2013 - by which date the decision was made with regard to the
appointment of the Accounting auditor. The Accounting Audit was granted
to SAM NAK-KGAN Ernst & Young Co., Ltd. for the year 2013.

The Audit Committee had performed the required duties in accordance with
regulations stipulated by authority. Their performance was careful and
sufficiently independent. They received good corporations from the
management team, employees and all related parties. The Audit Committee
agreed that the Company’s directors, managing directors and all
employees emphasized on operating effectively, productively,
transparently, and reliably under the principle of good corporate
governance to provide confidence for shareholders, investors and all
related parties.

On behalf of Audit Committee

(Mr. Saroch Lamlertprasertkul)

Chairman of the Audit Committee

March 18, 2013

Attachment 3 : Recruitment and Remuneration Committees Report

Recruitment and Remuneration Committee’s Report

The board of directors of SE-EDUCATION Public Company Limited has
appointed the 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. Wattama Chiengkul a non-executive
board member. In 2012, the recruitment and remuneration committee
members held 2 meetings.

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 decisions on
remuneration policy for management and employees.

On the recruitment of directors and executives, 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 2012, the recruitment and remuneration committee presented
the re-appointment of retiring directors to the consideration of the
board of directors. Moreover, the committee provided a channel for
minority shareholders to submit names of qualified persons for
directorship to be considered by the committee.

In setting the remuneration for the board of directors, the executives,
and employees, 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 conditions and peer factors.

The recruitment and remuneration committee reported the details of the
meeting after every meeting to the Board of Directors. In 2012, the
committee acted with circumspection, prudence, and independence for the
maximum benefit of the stakeholders.

  (Mr. Somboon Chinsawananon)

  Chairman of recruitment and remuneration committee

  March 18, 2013

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