2.9 Management

(1) Management Structure

  The company had established various boards, namely the Board of
  Directors, Board of Executive Directors and Audit Committee to assist
  in its policy setting, controlling and managing toward the company’s
  goals and direction. Moreover, various committees had also been
  established to assist the Board of Executive Directors in providing
  useful data necessary for the Board’s policy revision, details of
  which are as follows:

  A. Board of Directors

  In the year 2004, the Board of Directors consists of the following
  members :

  1. Mr.Vitoon Wongkusolkit Chairman of the Board

  2. Mr.Wichien Wattanakun Independent Director / Chairman of Audit
  Committee

  3. Mr. Chokechai Tanpoonsinthana* Independent Director / Audit
  Committee member

  4. .Mr. Chongrak Sripunporn* Independent Director / Audit Committee
  member

  5. Mr.Vorapol Socatiyanurak Independent Director

  6. Mr.Kulvat Janvatanavit Director / Chairman of the Executive Board

  7. Mrs.Wilaiwan Tantitham Director / Vice Chairman of the Executive
  Board

  8. Mr.Verajet Vongkusolkit Director / Executive Director

  9. Mrs. Sasitorn Phongsathorn* Director / Executive Director

10. Mr. Rachai Wattanakasaem* ** Director

11. MissTippranee Chatmanop Director / Executive Director

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

Remarks : * During 2004, there were 4 Directors resigned, namely
Mr.Chanin Vongkusolkit, Mr.Pravit Klongwattanakith, Mr. Siripong
Sombutsiri and Mr.Kanit Sarasin and there were 3 new Directors
appointed, namely Mrs.Sasitorn Phongsathorn, Mr.Chokechai
Tanpoonsinthana and Mr.Rachai Wattanakasaem

** Mr.Rachai Wattanakasaem had resigned effective on 28 January, 2005.

The Authorized Directors

The Directors who are the authorized signers consist of Mrs.Wilaiwan
Tantitham Mr.Kulvat Janvatanavit Mrs.Sasitorn Phongsathorn and
Ms.Tippranee Chantmanop on the condition of 2 out of the 4 directors
co-sign with the company seal.

The Directors’ Authorities and Responsibilities

The Company has assigned additional authorities and responsibilities of
the Directors other than those generally written in the Public Company
Act B.E.2535 and was included in the company’s Articles of Association
No.24 which details are given below:

-   To carry out the duties in compliance with the laws, the company’s
    objectives and the company’s Articles of Association as well as the
    shareholders’ resolutions which are lawful.

-   To determine the company’s objectives, directions, policies, plans
    and budget. To supervise the management of the company’s Executive
    Board to be in accordance with the assigned policy except for the
    following activities which require the resolutions from the
    shareholders: Capital increase or decrease, issuing of debenture,
    the purchasing or selling or transferring of company’s business or
    the transferee of other business or the merging with other business,
    the amendment of the Memorandum & Articles of Association and the
    remuneration of the Directors.

-   The Board of Directors may appoint some of the directors to become
    members of the Board of Executive Directors by granting the
    authority to supervise the company’s business as assigned and out of
    these members one member will be appointed to be a Chief Executive
    Director.

B.  The Board of Executive Directors

  As of 31 December 2004, the company’s Board of Executive Directors
  consisted of 6 members as follow :

  1. Mr.Kulvat Janvatanavit Chairman of the Executive Board

  2. Mrs.Wilaiwan Tantitham Vice Chairman of the Executive Board

  3. Mr.Verajet Vongkusolkit Executive Director

  4. Ms. Tippranee Chatmanop Executive Director

  5. Mrs.Sasitorn Phongsathorn* Executive Director

  6. Mr.Jirayut Rungsrithong* Executive Director

Remark * appointed during the year.

Authority and Responsibilities of the Board of Executive Directors

1.  To screen and submit to the Board of Directors for approval on the
    company’s yearly budget allocations as proposed by the management.
    This includes the authority to approve the changing or increasing in
    the yearly budget expenditure but the changing will finally be
    submitted to the Board of Directors for acknowledgement in the next
    meeting.

2.  To approve the expenses which is above the approval limit granted to
    the President and Managing Director and to be able to determine the
    President and Managing Director’s expenditure’s limit.

3.  To approve the significant investment fund which are already
    inclusive in the approved yearly budget or those generally agreed
    upon by the Board of Directors.

4.  To approve the customers’ account opening for securities trading and
    other related activities in concern and able to authorize other
    person to do so under its scope of authority.

5.  To approve the credit line for the company’s trading party on Debt
    instrument trading not exceeding 100 million Baht.

6.  To approve on the investment policy concerning business expansion as
    well as the merger plan with other company and which to be proposed
    to the Board of Directors Meeting for considerations on the next
    meeting.

7.  To approve the appointment of the authorized signers of the
    company’s cheques or other financial documents as well as the
    signing of other documents on shares, debenture, contracts,
    accounting / financial documents and other general documents.

8.  To act as a consultant to the management concerning the Financial,
    Marketing, Personnel Policies and any other activities.

9.  To allocate the reward or bonus which amounts are already agreed
    upon by the Board of Directors to the company’s employees or workers
    or to other personnel in return for their performances.

10. To approve the promotion, transfer or lay off of the employees under
    management level up to Assistant to Managing Director level.

Nevertheless, the above authorization should be exercised within the
Board of Directors’ approval and the Board of Executive Directors should
not involve in the approval of those matters which have personal
conflict of interest either to the company or its subsidiary and each
member has to disclose such items, if any, to the Board of Directors for
consideration.

Any matters other than those mentioned above should not be done by the
Board of Executive Directors except under prior consent or the
authorization from the Board of Directors’ Meeting on case-by-case
basis.

In order to assist the Executive Board, the Board of Directors had
resolved to set up various sub-committees as follow:

1.  Risk Control Committee consists of :

  1.1 Credit Committee has the following responsibilities :

  - Review and determine Securities Trading Limit Policy

  - Review and determine Securities List for Credit Balance and
  Collateral Evaluation and management

  - Review and determine Risk Control Policy as well as risk prevention
  strategies

  - Revise the Significant statement specification in the Opening
  Account contract

Credit Committee consists of following members :

  Vice Chairman of the Executive Board Chairman of the Committee
  President Committee

  Managing Director Committee

  Head of Back Office Departments Committee

  Heads of all Marketing Department Committee

  Head of Research Division Committee

  Head of Compliance & Internal Audit Dept. Committee and Secretary

2.  Equity Capital Market (ECM) Committee has the following
    responsibilities

  -To review and determine policy and security required for securities
  underwriting or co-underwriting

  -To review securities to be underwritten or co-underwritten to ensure
  that they meet the stipulated criteria

  ECM Committee consists of following members :

  President Chairman of the Committee

  Managing Director Committee

  Heads of all Marketing Department Committee

  Head of Research Division Committee

  Head of Investment Banking Department Committee

  Head of Institutional Marketing Division Committee

  Underwriting staff Secretary

2.  Human Resources Committee: has the following responsibilities:

1.  To determine directions, policies and systems regarding human
    resources management as follows:

    1.  Recruitment system

    2.  Job level & position management

    3.  Compensation, rewarding based on performance

    4.  Welfare & benefit management

2.  To determine directions, policies and systems regarding human
    resources management

3.  To determine directions, policies and systems regarding performance
    management that correspond to corporate goals and action plans

4.  To comment or suggest new guidelines of human resources development
    and management system to the Executive Board

  Human Resources Committee consists of

  President Chairman of the Committee

  Vice Chairman of the Executive Board Committee

  Managing Director Committee

  Head of Human Resources Department Committee and Secretary

3.  The Investment committee: has the following responsibilities :

  - Determine investment policy and rules governing securities trading
  for company’s portfolio.

  - Provide suitable advices concerning portfolio investment proportion
  and investment strategies for company’s portfolio.

  - Determine appropriate criteria in order to evaluate the investment
  result on company’s portfolio periodically according to the current
  situation.

  - Make revision on the risk control system policy on securities
  investment.

  Authorize to make approval under the following investment limit:

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

  Investment Committee consists of

  Chairman of the Executive Board Chairman

  President Committee

  Managing Director Committee

  Head of Back Office Departments Committee

  Head of Investment Division Committee and Secretary

4. Back Office Committee has the following responsibilities :

1.  To determine directions, policies and systems regarding back office
    management and administration

2.  To review and determine regulations and procedures for supporting
    departments by ensuring that they will be consistent with new rules
    and/or transactions

3.  To reassess regulations in order to accommodate customer services
    where they must also correspond with the Company’s policies and the
    authorities’ rules and regulations

4.  To coordinate with relevant agencies for information and data so
    that the Company can provide comprehensive and accurate services to
    customers

Note: The Purchasing Committee has been terminated since, in practice,
there was not much procurement activity of significant properties, which
will be brought to and considered by the Executive Board instead.

C. Audit Committee consists of the following members :

  1. Mr.Wichien Wattanakun Chairman of the Audit Committee

  2. Mr. Chongrak Sripunporn Audit Committee member

  3. Mr.Vorapol * Socatiyanurak Audit Committee member

  4. Mr. Chokechai Tanpoonsinthana Audit Committee member

 Vice President – Compliance & Internal Audit Department, Mr. Theerapong Tangchatthong was appointed Secretary to the Audit Committee.

Remark : * Retired by rotation from Audit Committee on 14 September,
2004 and the Board of Directors’ Meeting No. 8/2004 held on 19 August,
2004 had appointed Mr. Chokechai in replacement.

The Authority and Responsibilities of the Audit committee

1.  To audit in order to ensure that the Financial Statements, quarterly
    as well as annually of the company are correct and adequately
    disclosed. The Audit Committee may suggest the Auditor to audit in
    particular areas which considered to be significant during the
    Auditor’s auditing period.

2.  To audit in order to ensure that the company possesses a suitable
    and efficient internal control system by co-auditing with the
    external and internal Auditors and make the evaluation at least
    twice a year.

3.  To audit in order to ensure that every activity of the company is
    legally in compliance with the rules and regulations set forth in
    the Securities and Exchange Act or other Acts in relation to the
    company’s business.

4.  To select the company’s external Auditor and propose for further
    appointment and to determine its remunerations in terms of its
    credibility, adequacy of personnel and the amount of work to be done
    as well as the past experience of the auditing team who will be put
    in charge of the company’s auditing.

5.  To ensure that the company has fully and accurately disclosed any
    connected transactions or any other transactions which may have some
    conflicts of interest.

6.  To carry out any other missions assigned by the Board of Directors
    of which is also agreed upon by the Audit Committee, for example, to
    revise the financial management and risk management policies, to
    evaluate and make sure that the management has followed the Code of
    Ethics and to co-examine with the company’s management the
    correctness of the significant reports which have to be legally
    disclosed to the public, such as the report and analysis from the
    management.

7.  To prepare the report pertaining the various activities of the Audit
    Committee in order to be included in the company’s Annual Report
    such report has to be initial by the chairman of the Audit Committee
    and should contain the following details:

-   Comments on the correctness and competence of the composing
    procedure and the disclosure of the financial data

-   Comments on the sufficiency of the internal control system of the
    company

-   Reasons to support the re-appointment of the company’s external
    Auditor for another term.

-   Comments on the company’s compliance to the Securities Exchange Act
    as well as the rules and regulations from the SET and other related
    securities laws.

-   Other necessary reports which the shareholders and the general
    public are supposed to know under the duties and responsibilities
    assigned by the Board of Directors.

8.  To propose the remunerations policy of the Board of Directors and
    the Company’s top management.

9.  To perform any other duties assigned by the Board of Directors
    within the scope of duties and responsibilities of the Audit
    Committee.

  D. The Management as of 31 December, 2004 consists of the followings :

  ----- ----------------------- ------------------------------------------
  1.    Mr.Kulvat Janvatanavit  Chairman of the Executive Board

  2.    Mrs.Wilaiwan Tantitham  Vice Chairman of the Executive Board

  3.    Mrs. Sasitorn           President
        Phongsathorn            

  4.    Mr. Jirayut             Managing Director
        Rungsrithong            

  5.    MissTippranee Chatmanop Senior Executive Vice President – Back
                                Office Departments

  6.    Mr. Yothin Viriyeanawat Executive Vice President – Marketing 1

  7.    Mr.Porntep              First Executive Vice President – Marketing
        Tavornvisuthikul        2

  8.    Mrs.Sumitra Srisawad    Executive Vice President – Marketing 3

  9.    Mr. Namchai             Executive Vice President – Research
        Techaratanawiroj        

  10    Mr.Nitiphong Tejavanija Executive Vice President – Investment
                                Banking

  11.   Mr. Vararatana          Executive Vice President – Investment
        Jutimitta               Banking

  12    Mrs.Thunchanok          Vice President-Accounting and Finance
        Laksameset              
  ----- ----------------------- ------------------------------------------

(2) Nomination of directors and executives

So far, the Company has not officially set up its Nomination Committee
and therefore has not assigned any particular director to handle the
nomination of its directors and executives. However, in practice, every
director can help recruiting sound candidates by nominating them to the
Board of Directors for further consideration and selection. This refers
to positions of directors, members of the Audit Committee and senior
executives such as Chief Executive Officer where candidates will be
proposed and seek approval of the Board of Directors’ Meeting or the
Shareholders’ Meeting, as the case may be. It is however the duty of
executive directors to nominate candidates whose positions are lower
than CEO. Potential candidates can be either internal staff, through the
promotion, or outsiders, whose names will be submitted to the Executive
Board of Directors’ Meeting for selection and for further approval by
the Company’s Board of Directors.

(3) Management Remunerations

A.  Remunerations in monetary terms for the year that ends 31 December
    2004

-Board of Directors: Monetary remunerations of the Board of Directors
consist of meeting allowances of the Board of Directors, the Audit
Committee and non-employee executive directors as well as bonus for
directors and non-employee executive directors, details of which are as
follows.

+------------------+-------------------+---------+---------+----------+
| Name             | Position          | Annual  |         | Total    |
|                  |                   | Remune  |         |          |
|                  |                   | rations |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   | Meeting | Bonus   |          |
|                  |                   | fee     |         |          |
+------------------+-------------------+---------+---------+----------+
| 1. Mr.Vit        | Chai              |         | 250,000 | 550,000  |
| oon Wongkusolkit | rman of the Board | 300,000 |         |          |
+------------------+-------------------+---------+---------+----------+
| 2. Mr.Chani      | Director          | 80,000  | 200,000 | 280,000  |
| n Vongkusolkit * |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 3. Mr. Wi        | Independent Dire  | 480,000 | 200,000 | 680,000  |
| chien Wattanakun | ctor / Chairman o |         |         |          |
|                  | f Audit Committee |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 4. Mr.Pravit     | Director          | 100,000 | 200,000 | 300,000  |
| Klongwattanakit* |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 5. M             | Director          | 140,000 | 200,000 | 340,000  |
| r.Kanit Sarasin* |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 6. Mr.Vera       | Director          | 360,000 | 2,      | 2        |
| jet Vongkusolkit | / Exeutive Direct |         | 000,000 | ,360,000 |
|                  | or (non-employee) |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 7. Mr.Vorap      | Indepe            | 360,000 | 200,000 | 560,000  |
| ol Socatiyanurak | ndent Director /  |         |         |          |
|                  | Audit Committee * |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 8. Mr.Kul        | Director          | 240,000 | -       | 240,000  |
| vat Janvatanavit |  / Chairman of th |         |         |          |
|                  | e Executive Board |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 9. Mrs.Wi        | Director / Vi     | 240,000 | -       | 240,000  |
| laiwan Tantitham | ce Chairman of th |         |         |          |
|                  | e Executive Board |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 10.Mr.Siri       | Director          | 100,000 | -       | 100,000  |
| pong Sombutsiri* |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 11.Ms.Tip        | Director / E      | 240,000 | -       | 240,000  |
| pranee Chatmanop | xecutive Director |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 12.Mr.Chong      | Independent       | 420,000 | 33,335  | 453,335  |
| rak Sripunporn** |  Director / Audit |         |         |          |
|                  |  Committee member |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 1                | Independent       | 220,000 | -       | 220,000  |
| 3.Mr.Chokechai T | Director / Audit  |         |         |          |
| anpoonsinthana** | Committee member  |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 14.Mrs.Sasitor   | Director / E      | 140,000 | -       | 140,000  |
| n Phongsathorn** | xecutive Director |         |         |          |
+------------------+-------------------+---------+---------+----------+
| 15.Mr.Rachai     | Director          | 80,000  | -       | 80,000   |
|  Wattanakasaem** |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|  Tot             |                   | 3,      | 3,      | 6        |
| al Remunerations |                   | 500,000 | 283,335 | ,783,335 |
+------------------+-------------------+---------+---------+----------+

  Remark * resigned during the year ** joined in during the year

  (Please see more detail about remunerations under (4) Corporate
  Governance no. 10)

-Executives: Monetary remunerations of its executives in a form of
salaries and bonuses were given to 13 executives; namely, the first four
rankings of executives following managing director, excluding accounting
and finance director, for a total of Baht 33.4 million.

B.  Other remunerations

1.  Contributions to the Provident Fund: The Company paid a total of
    Baht 0.72 million worth of contributions into the provident fund for
    its 13 executives in 2004.

2.  Insurance given to directors and senior executives: The Company
    bought Baht 50 million worth of insurance from New Hampshire
    Insurance Co Ltd to provide malpractice coverage for its directors
    and/or executives.

3.  ESOP: Starting in 2002, the Company has allocated share warrants to
    its directors and those of its subsidiaries as well as executives
    where directors are equally allocated 80,000 shares while executives
    and employees will receive them according to the number of years in
    service with the Company. (More details can be seen in shareholding
    table of directors and executives as follows.)

Shareholdings of the Board of Directors and Management

As at 31 December, 2004

+---------------------------+-----------+-----------+----------------+
| Name                      | Ordinary  | Warrant   | ESOP Warrant   |
|                           | Shares    |           |                |
|                           | (units)   | (units)   | ¹(units)       |
+---------------------------+-----------+-----------+----------------+
| Directors                 | 4,269,170 | 2,792,780 | 80,000         |
|                           |           |           |                |
| 1. Mr. Vitoon             |           |           |                |
| Wongkusolkit              |           |           |                |
+---------------------------+-----------+-----------+----------------+
| 2. Mr. Wichien Wattanakun | 80,000    | -         | 80,000         |
+---------------------------+-----------+-----------+----------------+
| 3.                        | 20,000    | -         | 80,000         |
| Mr. Vorapol Socatiyanurak |           |           |                |
+---------------------------+-----------+-----------+----------------+
| 4.                        | 105,725   | 17,702    | 80,000         |
|  Mr. Verajet Vongkusolkit |           |           |                |
+---------------------------+-----------+-----------+----------------+
| 5                         | 132,920   | 35,280    | 80,000         |
| . Mr. Kulvat Janvatanavit |           |           |                |
+---------------------------+-----------+-----------+----------------+
| 6                         | 20,000    | 13,192    | 80,000         |
| . Mrs. Wilaiwan Tantitham |           |           |                |
+---------------------------+-----------+-----------+----------------+
| 7.                        | 40,250    | -         | 81,000         |
| Ms. Tippranee Chatmanop ² |           |           |                |
+---------------------------+-----------+-----------+----------------+
| 8.                        | 25,000    | -         | 80,000         |
| Mrs.Sasitorn Phongsathorn |           |           |                |
+---------------------------+-----------+-----------+----------------+
| 9.                        | -         | -         | -              |
|  Mr.Chongrak Sripunporn * |           |           |                |
+---------------------------+-----------+-----------+----------------+
| 10.Mr.Ch                  | -         | -         | -              |
| okechai Tanpoonsinthana * |           |           |                |
+---------------------------+-----------+-----------+----------------+
| 11.                       | -         | -         | -              |
| Mr.Rachai Wattanakasaem * |           |           |                |
+---------------------------+-----------+-----------+----------------+
| Executives                | -         | -         | 57,500         |
|                           |           |           |                |
| 1. Mr. Pornthep           |           |           |                |
| Tavornvisuthikul          |           |           |                |
+---------------------------+-----------+-----------+----------------+
| 2                         | -         | -         | 34,500         |
| . Mr. Yothin Viriyeanavat |           |           |                |
+---------------------------+-----------+-----------+----------------+
| 3. M                      | 10,150    | -         | 40,500         |
| rs. Thunchanok Luxameseth |           |           |                |
+---------------------------+-----------+-----------+----------------+
| 4. Mr.                    | -         | -         | -              |
| Namchai Techarattanaviroj |           |           |                |
+---------------------------+-----------+-----------+----------------+
| 5.                        | -         | -         | -              |
|  Mr.Vararatana Chutimitra |           |           |                |
+---------------------------+-----------+-----------+----------------+
| 6. Mr.Nitipong Tejavanija | -         | -         | -              |
+---------------------------+-----------+-----------+----------------+
| 7. Mrs.Sumitra Srisawad   | -         | -         | -              |
+---------------------------+-----------+-----------+----------------+

Remark : * Appointed as director/executive during the year and therefore
not qualified for share allocation under the ESOP

¹ ESOP warrants offered to directors and employees in the table are
amounts allocated for the first time and, as at 31 Dec, 2004, have been
converted into ordinary shares and included in ordinary share category.

² Being allocated while being executive prior to her appointment as
Director.

  (4) Corporate Governance

As the Company is one of the listed companies, we realize the necessity
of the Company to be transparent and to give the utmost benefit to the
shareholders and the general investors as a whole. The Stock Exchange of
Thailand had built up a tool for the listed companies so-called the 15
Principles of Good Corporate Governance which the Company had complied
detailed as follows:

1. Compliance Policy

The Board of Directors realizes the importance of the Company to have
good governance to maintain the Company’s consistent and constant growth
to bring about its efficiency and transparency which will build up trust
to all concerns. The Company has developed Compliance Policy which
focuses on the following area:

1.  Protect the rights and benefits of the shareholders as well as the
    related concerns.

2.  Guide the management to set up operations strategies according to
    the Board’s vision and suitable for the current situation under
    proper risk and internal control system through regular monthly
    meetings.

3.  Appoint the Audit Committee who is also the Independent Director to
    evaluate and propose the remunerations of the Directors and
    Executive Directors so that it is fair and transparent and prevented
    from any conflict of interest. However, the proposed remunerations
    will have to be approved by the shareholders in the AGM.

4.  Directors, Management and staff are bound to follow the Company’s
    compliance policy which leads to the best code of ethics of the
    Company.

5.  Set up internal control system both in terms of financial and
    operational areas by the Management Internal Control Dept. which is
    an independent department under direct supervision of Executive
    Board.

6.  Ensure that the Company has disclosed all necessary information to
    the public correctly and timely.

In addition, the Company is currently formulating a good corporate
governance policy in its 2005 action plan as guideline for practice,
which will be announced later for further implementation.

2. Shareholders : Rights and Equitable Treatment

The Company realizes the importance of the shareholders’ reception of
information in terms of adequacy, timing and equitability in order to
make correct decision at each AGM and Extraordinary Meeting. Notices of
the meeting will be sent to the shareholders through Thailand Securities
Depository Co., Ltd., the Company’s registrar, about 10 days in advance.
Apart from date, place and time of the meeting, the meeting notice will
always includes the agenda which will specify the details and opinions
of the Board of Directors so that the shareholders will have sufficient
information for their decision making for each agenda. In addition, the
meeting notice will be attached with other necessary documents such as
the previous minutes of the meeting to be certified, brief profile of
the appointed directors, the Company’s financial statement, etc. Proxy
Form B will also be attached so that the shareholders who cannot attend
the meeting themselves may grant their rights to others or to the
Company’s Independent Directors to come and vote for them at the meeting
according to their desired decision. Business returned envelop will also
be attached to facilitate the shareholders in sending the proxy back to
the Company without any cost. Moreover, the company also publicizes the
meeting notice in a daily newspaper for 3 consecutive days and 3 days
before the meeting takes place. The meeting notice is also made in
English language, too to facilitate those foreign shareholders.

3.  Rights of Stakeholders

The Company is aware of the rights of its stakeholders and sets up a
policy to encourage collaboration with stakeholders for mutual benefits
while ensuring that all groups of stakeholders are fairly and properly
treated. This starts from providing welfare to its employees and
executives as well as those of subsidiaries, which, aside from basic
welfare required by the law, includes health benefits, life insurance
and group health insurance, insurance for directors and senior
executives against malpractice, annual health check-up, provident fund
and annual retreat.

For external stakeholders such as shareholders, customers, suppliers,
competitors, lenders and other agencies, we pay a great attention to
legal compliance as well as business ethics of its executives and
employees. The Company is also member of the arbitration project
initiated by the Securities and Exchange Commission as well as the
securities investor protection fund.

In addition, as member of our society, the Company has a policy to
support or engage in charitable activity at least once a year. In 2004,
together with its staff, the Company donated learning materials, sports
equipment, other needy supplies and money to Suksa Songkroh Petchburi
School at Amphoe Cha-am, Petchburi Province on 26 September 2004.

4.  Shareholders’ Meeting

The Company ensures that its procedures to call a shareholders’ meeting
is legally carried out, starting from calling for the meeting, sending
meeting materials and keeping minutes of the meeting. In the invitation
letter to attend the meeting, meeting agendas will be stipulated in
details together with directors’ opinion in each agenda plus enough
supporting documents for shareholders to consider when exercising their
votes. In the 2004 Ordinary Shareholders’ Meeting, eight out of 11
directors attended the meeting. All absent directors were external
directors. Attending directors included Chairman, all independent
directors, members of the Audit Committee and all executive directors.
Accounting and finance directors and Chairman of all Committees and the
Company’s auditors also attended the meeting to clarify and answer
shareholders’ inquiries. At the end of each agenda, Chairman of the
Meeting allowed shareholders to express opinions and ask questions.
Significant comments were recorded in the minutes of the meeting.

5.  Leadership and Vision

Board of Directors has taken part in the setting up ( or approval of )
vision, mission, strategies, objectives, business plans and budget of
the Company and direct them towards the set goals effectively and
efficiently in order to financially add more value to the business and
to maximize benefits to the Shareholders as a whole. Moreover, the Board
of Directors always ensures that the Company has effective management
internal control and risk control system and includes the regular follow
ups in the Board meetings. And the Board of Directors also determines
and differentiates the roles, duties and responsibilities among the
different boards, committees and management (please see details in
Management Structure under No. 2.9) and ensures that each part
understands them correctly. Apart from that, the Board of Directors also
sees to it that the Executive Board always follows the set policies, for
instance, the Executive Board is authorized to approve for not exceeding
100 million Baht in securities business, to approve the expenses within
the budget excluding those connected transactions or those which have
some conflict of interest as well as the transaction which has to be
approved by the Shareholders under the rules from SET and SEC.

Realizing the importance of educating its directors, the Company has a
policy which encourages every director to attend at least one director’s
training course organized by the Institute of Directors (IOD). In 2004,
two directors attended the IOD’s DAP course, resulting in only one
director not participating in the training so far due to his mid-year
appointment. The remaining 10 directors have been through the training.
The Company plans to encourage those already taking the DAP course to
attend the DCP course later.

6.  Conflict of Interest

The Conflict of Interest Transactions : The Board of Directors will be
informed of the conflict of interest transactions as well as the
connected transactions and always consider them with prudence and comply
to the SET rules so that prices and conditions were similarly charged to
the Company as to the normal customers. (details of which are disclosed
in the Company’s Annual Report and Form 56-1).

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

The policy and regulations are as follows:

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

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

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

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

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

to the Audit Committee. Any Management or employees found guilty of
violating the above rules will be subject to the company’s disciplinary
action.

3.  Business Ethics

In order to maintain an ethical business, the Company had issued a
written code of ethics so as to ensure that the Board of directors,
management and staff have done their duties on the basis of honesty,
transparency and accountability to the Company, the stakeholders, public
and the society as a whole. The said provisions was disclosed to all of
the management and staff of the Company who had signed in agreement and
acknowledgement and the supervisors have the duty not only to ensure
that their subordinates always comply to the rules but also act as a
good employee.

4.  Balance of Power for Non-executive Directors

In 2004, there were 11 directors consisting of

  - 4 executive directors

  - 3 non-executive directors

- 4 independent directors or more than one-third of all directors
whereby Chairman of the Board represents the shareholders, is a
non-executive director and is not the same person as the Chairman of the
Executive Board to assure that the Board can actively perform its duties
as shareholders’ representative and a balance of power is properly
exercised.

With its awareness of the importance of independent directors, in 2004,
an additional independent director; namely, Mr. Chokechai
Tanpoonsinthana, was appointed. He was also appointed by the Board as
member of the Audit Committee. The following is the definition of the
Company’s independent director:

Independent director means non-executive director who shall neither
participate in regular management nor be the Company’s employee or a
person who controls the Company or its affiliates or who has any
relation with its auditor or legal counselor or is relative of the
Company’s executives or major shareholders or holds less than 5 per cent
of the Company’s total shares with voting rights.

5.  Aggregation or Segregation of Positions

Although Chairman of the Board of Directors represents major
shareholders, he is not the same person as Chairman of the Executive
Board or the managing director. This is where responsibilities to
determine supervision policies and to manage day-to-day operations are
clearly separated. More than one-third of the Company’s total directors
are independent directors, the structure which leads to proper balance
of power and fair performance review.

6.  Remunerations for Directors and the Management

Remunerations for Directors

Audit Committee is responsible to perform the duties of the
Remunerations Committee in determining the amount of remunerations to
the Directors, Chairman of the Executive Board, Executive Board members,
President and Managing Director so that it is comparable to the same
industry and sufficient to motivate and retain the qualified Directors
and appropriately for the financial status of the Company.

In 2003, the remunerations of the Board is the meeting fee which is paid
monthly. Chairman of the Board receives Bt25,000 and other directors
Bt20,000 each. The Audit Committee Directors receives an additional
amount for their additional mission. Chairman of the Audit Committee
receives Bt20,000 and the other members receives Bt 15,000 each. As for
bonus, Chairman of the Board gets Bt 250,000 and Director gets Bt
200,000 each while the newly join in during the year director receives a
pro rata payment. However, Directors’ remunerations will have to be
approved by the shareholders in the AGM.

Remunerations for Executives

The remunerations policy is to set up the amount comparable to the same
industry and sufficient to motivate and retain those qualified
executives and dependable on the Company’s financial status as well as
each individual’s performance. The Audit committee was assigned to be
responsible for the determination of the remunerations for the Chairman
of the Executive Board, Executive Directors President and Managing
Director. The Executive directors who are also the executive staff of
the Company receiving fixed salary will eligible to receive only the
meeting fee as a member of the board of Directors but will receive bonus
only as the Executives and not as a member of the Board. The Executive
Directors who are not the executive staff of the Company will be
eligible to receive Bt10,000 per month and bonus will be paid dependable
on performance. Remunerations for the Executive VP position up to Senior
Executive VP will be determined by the President through the approval of
the Executive Board. Details of remunerations in the year 2004 are
stated under No. 2.9 (3).

11. Board of Directors’ Meeting

The Board of Directors’ Meeting is held monthly on the second Thursday
of the month and, if necessary, a special meeting will be called where
clear agenda will be stipulated in advance. Regular agendas for
consideration include monitoring the Company’s performance and financial
status and summary of minutes of the meeting of the Executive Board and
the Audit Committee. Secretary to the Board will set up the meeting
invitation comprising the agenda and other reference documents and send
them out to the Board members about 7 days prior to the meeting date so
that the directors will have enough time to study the documents in
concern before coming to the meeting. Normally, the Board meeting will
take up about 2 hours. In 2004, there were totally 12 regular meetings
held without any special meeting. The meeting attendance of each
director is tabled below:

+------------------------+--------------------------+------------------+
| Name                   | Time Participate / Total | Remarks          |
|                        | Meeting (times)          |                  |
+------------------------+--------------------------+------------------+
| 1.                     | 12/12                    | Personal Leave   |
| Mr.VitoonWongkusolkij  |                          |                  |
|                        | 12/12                    | Sick Leave       |
| 2. Mr. Wichien         |                          |                  |
| Wattanakun             | 12/12                    | Personal Leave   |
|                        |                          |                  |
| 3. Mr. Verajet         | 10/12                    | Appointed as of  |
| Vongkusolkit           |                          | 10/6/04          |
|                        | 12/12                    |                  |
| 4. Mrs.Wilaiwan        |                          | Appointed as of  |
| Tantitham              | 12/12                    | 26/4/04          |
|                        |                          |                  |
| 5. Mr. Vorapol         | 11/12                    | Appointed as of  |
| Socatiyanurak          |                          | 26/8/04          |
|                        | 11/12                    |                  |
| 6. Mr. Kulvat          |                          |                  |
| Janvatanavit           | 6/6                      |                  |
|                        |                          |                  |
| 7. Ms.Tippranee        | 8/8                      |                  |
| Chatmanop              |                          |                  |
|                        | 4/4                      |                  |
| 8. Mr.Chongrak         |                          |                  |
| Sripunporn             |                          |                  |
|                        |                          |                  |
| 9. Mrs.Sasitorn        |                          |                  |
| Phongsathorn           |                          |                  |
|                        |                          |                  |
| 10.Mr.Chokechai        |                          |                  |
| Tanpoonsinthana        |                          |                  |
|                        |                          |                  |
| 11.Mr.Rachai           |                          |                  |
| Wattanakasaem          |                          |                  |
+------------------------+--------------------------+------------------+

However, all members of the Board of Directors can informally give their
advices to the Management whenever required even if there is no formal
meeting. Minutes of the Meeting is always recorded in writing, verified
and accurately kept ready to be examined from all concerns.

12. Committees

In 2004, the Board of Directors resolved to change number of members of
various committees to facilitate the formulation of policies and
management systems as well as to supervise corporate affairs that would
meet the authorities’ rules and the Company’s best practices. List of
the Board and Committees and its power and duties can be found in No.
2.9, Sub-Clause 1: Management Structure. In this regard, only meetings
held in 2004 are described here.

-Audit Committee

In 2004, Audit Committee has arranged a regular monthly meeting for 12
meetings to consider various matters under its normal responsible areas
indicated in its Chartered and reported its performance to the Board of
Directors. In addition, Audit Committee is also assigned to take up the
responsibilities of the Remunerations Committee so as to be more
independent. The additional authorities and responsibilities are as
follows:

1.  Propose remunerations payment rules and policies for the Board of
    Directors to be approved by the shareholders at the AGM.

2.  Determine the annual remunerations and all other remunerations for
    executive level ranging from the MD to the Chairman of the Executive
    Board.

3.  Determine the annual remunerations adjustment budget as well as the
    annual bonus of management staff ranging from Executive Vice
    President up to Senior Executive Vice President the amount of which
    proposed by MD and with the approval from the Executive Board.

There was only a meeting held during the year 2004 to consider
remunerations for the executives.

-Risk Control Committee

1.  Credit Committee is responsible for reviewing and determining
    policies in the following matters: approving ceiling for securities
    trading; considering securities lending for trading purpose; risk
    management and determining material contents of contracts and
    agreements. In 2004, 12 meetings were held to consider matters
    designated as its duties and responsibilities of which reports were
    made to the Executive Board

2.  The Equity Capital Market (ECM) Committee held nine meetings in 2004
    to consider the underwriting of nine securities before proposing to
    the Executive Board for consideration.

-Investment Committee

There were altogether 7 meetings held in the year 2004 to consider
various matters concerning the Company’s investment under normal
practice of its scope of authorization and reported to the Executive
Board.

-Back Office Committee

There were altogether 2 meetings held in the year 2004 to consider
various matters concerning the back office system or operations under
normal practice of its scope of authorization and reported to the
Executive Board.

  -Human Resources Committee

  In 2004, the Committee held 4 meetings to improve its corporate
  planning process, organizing employee training courses, reviewing the
  adjustment of contributions given to employee’s Provident Fund,
  setting up performance-based reward project and other matters as
  responsible by the Committee before reporting or seeking approval from
  the Executive Board. (More details can be found in Clause (5): Human
  Resources.)

13. Controlling System and Internal Audit

-   Controlling system and Internal Audit

  The Company has emphasized on the efficient internal control system
  over both management and operational levels. Authorities and
  responsibilities of each level have been carefully and clearly set up
  in writing. Company’s assets have been used to contribute maximum
  benefits and the performer and the controller are separated persons to
  be able to cross check with each other. Moreover, another internal
  control system was the financial control system. The Company has set
  up financial report system through which the financial matters were
  reported to the responsible line of management.

  The task of the Company’s Compliance & Internal Audit Department is to
  audit and inspect the Company’s main operations and significant
  financial activities to ensure that they are effectively carried out
  according to the guidelines, including the compliance control. To
  ensure that the Department can perform its duty as independently and
  as comprehensively as possible, the Board of Directors requires the
  Department to submit an auditing report to the Audit Committee before
  the Audit Committee reports its opinion directly to the Executive
  Board for further amendment. The Audit Committee may also report its
  operation to the Board of Directors as well.

  The report on the Result of the Evaluation on sufficiency of the
  Company’s internal control system as of 16 December, 2004 evaluated by
  the Board of Directors showed that during the year 2004, the Company’s
  internal control system were sufficient, details of which are stated
  as follows:

• Organization and Environment

The Company has frequently reviewed and adjusted its organization
structure to be more suitable and relevant to the changing of the
Company’s business situation/ condition to maintain its utmost
efficiency. Written operational rules and regulations are also set up to
be compatible with the new rules and regulations of SET and SEC.

-   Risk Control Management

  The Company also emphasizes on minimizing risk in order to maintain
  stability in business. Risk Control Committee was set up to take care
  of the risk control management function. The committees’ members
  consist of management from both front and back offices’ staff. In
  addition, Risk Control Unit had been set up to examine and control as
  well as to give advices to protect any risks arisen especially from
  securities business operations. The Risk Control Unit is under the
  supervision of Vice Chairman of the Executive Board.

• Monitoring Management’s Operations

  The Company will formulate a plan in its 2005 action plan where scopes
  of power and amount of money approved by each level of executives in
  the securities business will be periodically reviewed to ensure that
  it remains in consistent with the Company’s corporate structure and
  policy and for more efficient operations. At present, the plan has
  been fully reviewed and is being produced in a form of an executive
  manual as a guideline for the management.

• Information Technology and Communications

  New technology has been brought in to internally communicate the
  authorities’ rules and regulations or even its own regulations. The
  Company will disseminate information via email to each department
  having email address of its own for speedy and comprehensive internal
  communications. In addition, the Company has set up each department’s
  homepage in its Intranet to post the latest information or other
  departmental movements among internal staff. Employees are also able
  to download various internal forms from these homepages.

• Follow-up System

Report of the Company’s operations is always included in the Board of
Directors’ meeting agenda stating the causes of the deviation from the
set goal as well as the suggested marketing strategies for the Board to
consider and to make decision. Moreover, there will also be an agenda
for the Audit Committee to report the auditing results from the
Compliance Unit and the Management Internal Control Department and
include them in the minutes of the Audit Committee’s meeting.

14. Directors’ Reporting

The Board of Directors is responsible for the Company and its
consolidated Company’s financial statement and information disclosed in
the Company’s Annual Report. Such financial statement was done in
accordance with the certified accounting standard generally accepted in
Thailand with suitable accounting policy, consistency, cautions and best
projection together with the disclosure of necessary information stated
in the auditor’s Note to Financial Statement.

Moreover, effective internal control system will always be maintained to
reasonably support that the accounting record was done accurately,
completely and adequately to record the existence of the company’s
assets and to aware of the company’s weaknesses in order to protect
against any fraud or dishonest actions in significance.

Consequently, Audit Committee was set up to consist of those
non-executive directors to avoid any conflict of interest and who would
be accountable for the quality of the financial report and the internal
control system comments of which was already appeared under Audit
Committee report in the Annual Report of the Company.

The Board of Directors had determined that the Company’s internal audit
system as a whole was highly acceptable and was able to rationally
confirm the reliability of the Company and its consolidated Company’s
financial statement as of 31 December, 2004.

15. Relations with Investors

The Board of Directors has realized the importance of disclosing
complete, accurate, transparent and highly-accessible financial and
general information as well as data which may affect its share prices to
shareholders, general investors and relevant parties on an equal basis
for a long time. Information, which will be used as part of investment
decision, is disseminated via the Stock Exchange of Thailand (SET)’s
various channels as well as the Company’s own websites. Investors and
the interested public can log on for more information about the Company
or its securities analysis reports at www.unitedsec.com. In 2004, the
Company set up the Corporate Communications and Investors’ Relations
Division under the supervision of the Executive Office to provide data
and other corporate information to investors, shareholders and the
public. To contact us, please call 0-2207-0038 ext. 316 or send email to
IR@unitedsec.com

  (5) Human Resources

As of 31 December 2004, the Company had a total headcount of 219 persons
which can be categorized below:

  1. Marketing group (front office staff) 119 persons

  2. Investment Banking group 12 persons

  3. Operations group(back office staff) 29 persons

  4. Others 59 persons

Of which 32 persons were the branches’ staff and another 14 persons were
from the subsidiary company.

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

+--------------------+---------------+---------------+---------------+
| Types of           | Year 2002     | Year 2003     | Year 2004     |
| Remunerations      |               |               |               |
|                    |               |               |               |
| (Unit :Baht)       |               |               |               |
+--------------------+---------------+---------------+---------------+
| Salary             | 49,865,986.10 | 59,237,590.60 | 80,458,717.29 |
+--------------------+---------------+---------------+---------------+
| Bonus              | 33,415,735.03 | 47,524,238.53 | 21,306,245.39 |
+--------------------+---------------+---------------+---------------+
| Contribution on    | 1,381,046.23  | 1,646,085.77  | 2,163,024.78  |
| Provident Fund     |               |               |               |
+--------------------+---------------+---------------+---------------+
| Marketing          | 22,666,081.73 | 1             | 85,035,925.76 |
| Incentive          |               | 13,236,023.06 |               |
+--------------------+---------------+---------------+---------------+
| Others             | 3,278,811.37  | 4,795,840.38  | 3,696,543.09  |
+--------------------+---------------+---------------+---------------+
| Total              | 1             | 2             | 1             |
|                    | 10,607,660.46 | 26,527,785.33 | 92,660,457.69 |
+--------------------+---------------+---------------+---------------+

Human Resources Management Policy and Human Resources Management System

2004 was the year of developing human resources capability and human
resources management system in preparation for corporate development and
constantly expanding business plans.

The Human Resources Committee which is appointed by the Board of
Directors held regular meetings to propose policies, plans and
regulations for the development of staff capability and human resources
work system to the Executive Board. So far, main projects which have
been approved are:

1.  Revision of the Company’s vision and mission as a preparation for
    tougher competition in the securities business and as a guideline to
    formulate policies, plans and regulations relating to the
    development of staff potential and human resources work system.

2.  Determination of corporate value as a standard for every one to
    think, work and treat each other on the same basis and to ensure
    that actions taken will be in consistent with the Company’s vision
    and mission. Throughout the past year, the Company regularly held
    activities to boost corporate value, by holding a slogan contest,
    organizing group seminars to educate and boost staff understandings
    of corporate value and incorporating corporate value a main factor
    in employee’s annual performance assessment.

3.  Development of performance management system by Key Performance
    Indicator (KPI) already in its second-phase development following
    its commencement the year before. During the year, the KPI for a
    department was determined where it was closely linked with corporate
    plan under the new organizational work plan. A consultancy firm was
    hired to provide recommendations and to improve the organization
    plan to ensure its consistency with the vision, mission and
    corporate value.

4.  Development of an annual human resources development plan where
    minimum hours every staff has to attend training for self-education
    purpose is set. This can be varied according to each person’s
    positions and scopes of work. In addition, to emphasize the
    importance of human resources development, the Company also requires
    that the number of hours attending the training or gaining knowledge
    be part of every staff’s standard KPI.

5.  Project to promote department with good development track records:
    as we believe that constant improvement is what makes an
    organization strong, during the past year, we initiated a project to
    campaign and promote departments or divisions with good development
    and improvement track records in various aspects. This was to
    inspire each department to improve its operation processes in both
    main and supporting units. An award was given to those scoring the
    highest on the basis of indicators in each category.

Promotion of Better Life Quality and Job Security

As quality work always come from happy employees who feel secured in
their jobs, aside from developing the capability of its human resources
and its human resources management system, the Company also pursues a
policy to promote better quality of life and to boost the feeling of job
security. During the past year, we initiated the following projects to
promote this policy.

1.  Savings for retirement or after quitting the job where we raised the
    rate of contributions into the provident fund and offered employees
    an opportunity to save more contributions based on the number of
    their service years

2.  Education loans where money was extended to employees to further
    their study in fields relating to their professions aside from the
    Company’s regular budget support in its training plans

3.  Dhamma practices to promote moral and ethical practices for
    employees where religious principles were introduced to improve
    quality of their professional and personal life.

4.  Informal mini meetings with senior executives held to encourage
    verbal communications and exchange ideas every two months

5.  Internal sports events organized to promote better heath and
    interdepartmental relationships outside official hours while
    creating relaxing atmosphere outside routine ambiance and
    strengthening corporate values such as group participation and
    teamwork.