Organization Chart

as at 31 December, 2008

2.9 Management

1. Management Structure

  The Company had established various boards, i.e. 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 sub-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 2008, the Board of Directors consisted of 9 members and
  some directors have held the position of Independent Director, Audit
  Committee Member or Executive Director as follows:

  1. Mr.Mitsuji Konoshita Chairman of the Board

  2. Mr. Chokechai Tanpoonsinthana Independent Director / Chairman of
  Audit Committee

  3. Mr. Vikit Kachonnarongvanich Independent Director / Audit Committee
  member

  4. Dr.Vorapol Socatiyanurak Independent Director / Audit Committee
  member

  5. Mr. Sirawat Wanglee* Independent Director / Audit Committee member

  6. Mr. Jeremy Liau Director / Executive Director /Managing Director
  (highest management)

  7. Mr.Tatsuya Konoshita Director / Chairman of the Executive Board

  8. Miss Tippranee Chatmanop Director / Executive Director

9. Mr. Yothin Viriyenawat Director / Executive Director

The Company Secretary is Ms. Siriphen Pongchairerks.

Remarks : * newly appointed on 4 December, 2008 as a Director in
replacement of Mr.Wichien Wattanakun who resigned on 10 September, 2008.

1.  
2.  
3.  
4.  
5.  

  The Authorized Directors

As at 31 December, 2008, the authorized Directors who sign on behalf of
the Company consists of

Mr. Tatsuya Konoshita and Mr. Jeremy Liau jointly sign with the Company
seal or either Mr. Tatsuya Konoshita or Mr. Jeremy Liau jointly sign
with Mr. Yothin Viriyenawat or Ms. Tippranee Chatmanop with the Company
seal.

Duties and Responsibilities of the Board of Directors

1. 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.

2.  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 policies except for the
    following activities which require the resolutions from the
    shareholders: Capital increase or decrease, issuing of debenture,
    the purchasing or selling, 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.

3.  To regularly follow up the Company’s operations and to be aware of
    its compliance to the provisions and the regulations specified in
    the related contracts of the Company which leads to the
    effectiveness of the Company’s operations.

4.  To utilize knowledge, ability and experiences useful for the
    Company’s business operations in order to determine the Company’s
    strategies, administration, resources utilization as well as
    determination of business operation standard.

5.  To appoint the Executive Board and the Chairman of the Executive
    Director and empower them to have the authority to control and
    manage the Company’s business according to the objectives,
    directions, policies, plans and budget which approved by the Board
    of Directors.

6.  To appoint the various sub-committees as appropriate or deemed
    necessary including the setting up of their duties in order to
    support the Board of Directors’ functions such as the Audit
    Committee, the Remuneration Committee, Nominating Committee, etc.

7.  To specify the authorized signatory of the Company including the
    signing conditions so that it is not against with the Company’s
    Articles of Association.

8.  To approve or ratify for approval of securities trading line for the
    customers, the investment limit and credit line for the customers
    who wish to trade debt instrument for the amount which exceeds the
    approval limit of the Executive Board.

9.  To approve the appointment, transfer and dismissal of the employee
    in management level, the Managing Director (or other position name
    which equals to the highest executive of the Company) and the
    Chairman of the Executive Board

10. To approve the disclosure of the Company’s financial statement and
    ensure the correctness and completeness of information after audited
    by the Audit Committee.

11. To attend the Board of Directors’ Meeting and the Annual General
    Meeting of Shareholders including the Extraordinary Meeting of
    Shareholders (if any) or any other meetings relating to the
    Company’s operations

12. To consider together with the Management in determining the
    remunerations for the Board of Directors in order to propose for
    final approval from the shareholders meeting.

13. To determine policies, standard of performance evaluation and
    remunerations of the Managing Director (or the highest executive of
    the Company) and the Chairman of the Executive Board without the
    Executive Directors and the evaluated persons present in the
    meeting.

14. To inform the Company immediately if the Director has any conflict
    of interest in the contracts made with the Company or the changing
    of the holding amount of the Company’s or its affiliates’ shares or
    debentures.

15. To ensure that the Company has efficient risk management systems

16. To monitor the related or the conflict of interest transactions to
    ensure that they are processed in compliance with the relevant laws
    and prescribed procedures based on Arm-Length Basis so that it
    contributes to the maximum benefits for the Company.

17. To ensure that the Company has an effective internal control system.

18. To carry out self-assessment of the Board of Directors annually and
    summarize the result in the Corporate Governance section of the
    Annual Report

B.  The Board of Executive Directors

    As for the Executive Committee’s structure, in addition to the
    Executive Directors who were officially appointed by the Board of
    Directors, there were 3 more Executive Board members in management
    level including in the Executive Committee. These members will help
    supply important operational information to the Committee in order
    to support the efficiency of the Executive Committee.

  As of 31 December, 2008, the members of Executive Committee comprised
  of :

  Name Position

1. Mr. Tatsuya Konoshita Chairman of the Executive Board 

2. Mr. Jeremy Liau Executive Director / Managing Director (highest management)

3. Mr. Yothin Viriyenawat Executive Director 

4. Ms. Tippranee Chatmanop Executive Director 

5. Mr. Porntep Tavornwisudhikul Executive Director – Marketing 3

6. Mr. Choakdee Chinthammitre Executive Vice President – Marketing 2

7. Mrs. Paleerat Numnonda Vice President – Operations

  Duties and Responsibilities of the Executive Committee

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 Chairman of the Executive Board and Managing Director and to be
    able to determine the Chairman of the Executive Board 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 for the limit of not exceeding 100
million baht 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 400 million Baht and subjected to an
annual revision every January.

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 approve the promotion, transfer or lay off of the employees under
management level up to Vice President 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’ decision on a case-by-case
basis.

One of the most important sub-committee that was set up to assist the
work of the Executive Committee was the Risk Management Committee.

Risk Management Committee :

As the Company gives much importance on its risk management, the Risk
Management Committee was set up to assist the Executive Committee in
managing the various risks from the Company’s business. Risk Management
Committee ishas the following responsible in setting up clear risk
management policy and guidelines in writing governing the various kinds
of business of the Company including the determining of the
responsibilities of each related departments so that the staff is able
to follow and to determine the risk management procedure as operation
guideline as well as to monitor the risk’s status to be able to handle
the arising risks in time.

Risk Management Committee’s structure consisted of Managing Director as
Chairman and the Head of Business Support, Thai Marketing, Business
Development, Research, Operations and Accounting & Finance as members
with the Head of Risk management Dept. as member and secretary to the
Committee.

ilities :

1.  
2.  

-   
-   

3.  

  C. Audit Committee

In 2008, there was a slightly change in the Audit Committee’s structure
caused by the resignation of the Chairman of the Audit Committee, Mr.
Wichien Wattanakun, on 10 Sept 2009 due to his illness. Consequently,
the Board appointed Mr. Chokechai Tanpoonsinthana as the Chairman of the
Audit Committee in replacement and appointed Dr. Vorapol Socatiyanurak,
the current Independent Director as Audit Committee member. In addition,
it also appointed Mr. Sirawat Wanglee a new Independent Director and an
additional Audit Committee member which was effective on 4 Dec. 2009.
Consequently, as of 31 Dec. 2008, the Audit Committee consisted of
altogether 4 Independent Directors which was more than one third of the
total number of the Board members of 9 persons, as follows :

  1. Mr. Chokechai Tanpoonsinthana Chairman of the Audit Committee

  2. Mr. Vikit Kachonnarongvanich Audit Committee member

  3. Dr. Vorapol Socatiyanurak Audit Committee member

  4. Mr. Sirawat Wanglee Audit Committee member

 Mr. Chamnan Chaisricholsin, Senior Vice President – Compliance & Internal Audit Department, is the Secretary to the Audit Committee.

The Audit Committee members who possess the knowledge and experiences in
auditing financial statement of the Company are Mr. Chokechai
Tanpoonsinthana, Mr. Vikit Kachonnarongvanich and Mr. Sirawat Wanglee.
Their related educational background and working experiences can be
viewed in attachment 1 : “Profile of Board of Directors and Executives
for the year 2008”.

Definition of Independent Director

Independent Director means Director who has no power of management, not
participating in regular administration, not being an employee or a
person with power of management in parent company or affiliate or having
relationship with the Company’s auditor or lawyer or being a cousin of
the executives or major shareholders of the Company including holding
shares of the Company lower than 0.05% of total shares with voting
right. The definition follows the SEC and SET’s criteria and better than
the Best Practice qualification concerning the share holding of the
Company which set at lower than 5%. For the procedure of nomination of
independent director, it will be the same procedure for nomination of
the other directors (please see (2) Nomination of directors and
executives).

Duties and Responsibilities of the Audit Committee

1.  
2.  
3.  
4.  
5.  
6.  
7.  

-   
-   
-   

8.  1.  To review the Company’s financial reporting process to ensure
        accuracy and adequacy.

    2.  To ensure that the Company has a suitable and efficient internal
        control system and internal audit system and also ensure the
        independency of the Compliance & Internal Audit Department and
        to approve the appointment, transfer or employment termination
        of the head of the Department or other related Department.

    3.  To review the performance of the Company to ensure compliance
        with the securities and exchange laws, regulations of the
        Exchange or laws relating to the Company’s business.

    4.  To consider, select, nominate, and recommend remunerations of
        the Company’s external auditor and to participate in the meeting
        with the external auditor without the Company’s management at
        least once a year.

    5.  To ensure that the connected transaction or transaction that may
        lead to conflict of interest has been done in compliance to the
        laws and regulations of the SET so as to ensure that they are
        justified and contribute to the best interest of the Company.

    6.  To prepare a report of the Audit Committee and disclose it in
        the annual report of
        the Company, and have such a report signed by the Chairman of
        the Audit Committee. Such report should contain at least the
        information regulated by the SET.

    7.  To review and adjust the Audit Committee Charter annually so
        that it is compatible with the Company’s changing environment.

    8.  To perform any other duties assigned by the Board of Directors
        agreeable by the Audit Committee.

  D. The Executives as of 31 December, 2008 consists of the followings :

  ----- ----------------------- ------------------------------------------
  1.    Mr. Jeremy Liau         Managing Director (highest management)

  2.    Mr. Tatsuya Konoshita   Chairman of the Executive Board / SEVP
                                Business Development

  3.    Miss Tippranee          Executive Director – Business Support
        Chatmanop               

  4.    Mr. Yothin Viriyenawat  Executive Director – Thai Marketing

                                

  5.    Mr.Porntep              Executive Director – Marketing 3
        Tavornvisuthikul        

  6.    Mr. Kriengsak           Senior Executive Vice President –
        Aramsirichareon         Marketing 1

  7.    Mr. Choakdee            Senior Executive Vice President –
        Chinthammitr            Marketing 2

  8.    Mrs.Arada Lertpinyopab  Senior Executive Vice President –
                                Marketing 3

  9.    Mr. Namchai             Senior Executive Vice President – Research
        Taecharattanaviroj      

  10.   Miss Sirsunan           Vice President – Accounting & Finance
        Kongtragoolpitug        Dept.

                                

                                

                                

                                

                                

                                
  ----- ----------------------- ------------------------------------------

Remark : Executives include Managing Director (highest management) and
the first 4 rankings executives following the Managing Director and all
positions in equivalent to the fourth executive level including
Accounting & Finance Manager whose position is equal to department head
level or higher.

Please see details of the Company’s Directors and executives and
controlling person concerning the updated education record, training of
directors’ skill, working experiences and record of breaches of laws (if
any) in attachment 1.

The Authorities and Responsibilities of Managing Director (highest
management)

1.  To adopt the Company’s policy from the Board of Directors and
    Executive Board and carry out the set policies.

2.  To set up annual plans and budget of the Company for the Executive
    Board to consider before proposing for final approval from the Board
    of Directors.

3.  To develop management strategies of the Company concerning
    financial, marketing, human resources and other operations, etc.

4.  To control and monitor the operations of all departments so that
    they are in line with the set strategies and time frame including
    the solving of emerging problems which are beyond the authorization
    of each department head.

5.  To follow up and evaluate the operation result against the set plan
    and report them to the Executive Board and Board of Directors as
    well as the Company’s performance as a whole for the Board’s
    acknowledgement.

6.  To approve the new opening of securities trading accounts for the
    customers and other business in relation to the securities business
    as well as underwriting business or other business of the Company
    and also able to appoint the attorney to do so in accordance to the
    set authorization.

7.  

8.  

9.  

10. 

11. To approve the expenses or assets purchasing, etc. within the
    pre-determined amount set by the Executive Board or the Board of
    Directors and in accordance with the Company’s Power of Attorney.

12. To act as the Company’s authorized signatory according to the
    signing condition set by the Company.

13. To utilize his full capacity and experiences to benefit the
    Company’s operations in order to increase the Company’s profits and
    growth.

14. To approve the promotion, transfer and termination of employment of
    the staff up to Managing Director, division head level.

15. To prepare and propose the annual bonus allocation for the Company’s
    employees to the Board of Directors for approval after the
    pre-approval of the Executive Board.

16. To carry out the duties in compliance with the laws, Company’s
    objectives and the Company’s Articles of Association as well as the
    shareholders’ resolution with honesty, integrity, responsibility and
    care for best interest of the Company.

(2) Nomination of Directors and Executives

The Company has not officially set up its Nomination Committee, however,
in practice, every director can help recruiting sound candidates by
nominating them to the Board of Directors for further consideration and
selection for the positions of directors, independent directors and
members of the Audit Committee where candidates will be proposed and
seek approval from the Board of Directors’ Meeting or the Shareholders’
Meeting, as the case may be. Moreover, since 2006, the Company’s minor
shareholders have been able to nominate appropriate names for directors
through the Company’s website which build-up another sources for the
Company. In addition, personal data of directors could also be found by
searching in the SEC and IOD’s websites.

In case of a vacancy in the Board of Directors for reasons other than
the expiration of the director’s term of office, the Board of Directors
shall elect a person who has the qualifications and who possesses no
prohibited characteristics under Section 68 of the Public Limited
Companies Act B.E.2535 as the substitute director at the next meeting of
the Board of Directors, unless the remaining term of office of the said
director is less than two months. The substitute director shall hold
office only for the remaining term of office of the director whom he or
she replaces. The resolution of the Board of Directors under the said
election shall be by a vote of not less than three quarters of the
number of directors remaining. Otherwise, the election shall be brought
into the shareholders’ meeting and the vote should be no less than three
quarters of the present shareholders who have the right to vote and with
the majority shares by counting one share for one vote and by voting one
by one, individually.

As for the management position of the Company, it is, however, the duty
of Executive Directors to nominate the potential candidates who can be
either internal staff (through 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

-Board of Directors: For the year ended 31 December 2008, the monetary
remunerations of the Board of Directors and Audit Committee consisted of
monthly meeting allowances and bonus for the performance of 2007 as
follows:

Monthly Meeting Allowances

Chairman of the Board received Baht 25,000 per month and other Directors
Baht 20,000 per month.

Chairman of Audit Committee received Baht 20,000 per month and Audit
Committee member Baht 15,000 per month.

Bonus for FY2007

The non-executive Directors and Audit Committee received the bonus
equaled to 2 months meeting allowance stated above each and the Audit
Committee received bonus from both positions.

The table showing yearly monetary remunerations of the Board of
Directors and Audit Committee for 2008 is as follows :

+-----------------+-----------+--------+--------+--------+----------+
| Name            | Position  | M      |        | Bonus  | Total    |
|                 |           | eeting |        |        |          |
|                 |           | Allo   |        |        |          |
|                 |           | wances |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
|                 |           | Board  | Audit  |        |          |
|                 |           | of     | Com    |        |          |
|                 |           | Dir    | mittee |        |          |
|                 |           | ectors |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 1. Mr. Mi       | Cha       | 3      | -      | 50,000 | 350,000  |
| tsuji Konoshita | irman of  | 00,000 |        |        |          |
|                 | the Board |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 2. Mr.Wichi     | Indep     | 1      | 1      | 80,000 | 400,000  |
| en Wattanakun** | endent Di | 60,000 | 60,000 |        |          |
|                 | rector /  |        |        |        |          |
|                 | Chairman  |        |        |        |          |
|                 | of Audit  |        |        |        |          |
|                 | Committee |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 3               | Indepe    | 2      | 1      | 70,000 | 505,000  |
| . Mr.Chokechai  | ndent Dir | 40,000 | 95,000 |        |          |
| Tanpoonsinthana | ector / C |        |        |        |          |
|                 | hairman o |        |        |        |          |
|                 | f Audit C |        |        |        |          |
|                 | ommittee  |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 4. Mr.Vikit Kac | Independe | 2      | 1      | 70,000 | 490,000  |
| honnarongvanich | nt Direct | 40,000 | 80,000 |        |          |
|                 | or / Audi |        |        |        |          |
|                 | t Committ |        |        |        |          |
|                 | ee member |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 5. Mr.Vorapol   | Independe | 2      | 45,000 | 40,000 | 325,000  |
|  Socatiyanurak  | nt Direct | 40,000 |        |        |          |
|                 | or / Audi |        |        |        |          |
|                 | t Committ |        |        |        |          |
|                 | ee member |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 6. Mr.Ta        | Dir       | 2      | -      | -      | 240,000  |
| tsuya Konoshita | ector / E | 40,000 |        |        |          |
|                 | xecutive  |        |        |        |          |
|                 | Director  |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 7.              | Di        | 2      | -      | -      | 240,000  |
| Mr.Jeremy Liau  | rector /  | 40,000 |        |        |          |
|                 | Executive |        |        |        |          |
|                 |  Director |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 8. Mr.Yoth      | Di        | 2      | -      | -      | 240,000  |
| in Viriyenawat* | rector /  | 40,000 |        |        |          |
|                 | Executive |        |        |        |          |
|                 |  Director |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 9. Ms.Tipp      | Di        | 2      | -      | -      | 240,000  |
| ranee Chatmanop | rector /  | 40,000 |        |        |          |
|                 | Executive |        |        |        |          |
|                 |  Director |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 10.Mr.S         | Independe | 20,000 | 15,000 | -      | 35,000   |
| irawat Wanglee* | nt Direct |        |        |        |          |
|                 | or / Audi |        |        |        |          |
|                 | t Committ |        |        |        |          |
|                 | ee member |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| Tota            |           | 2,1    | 5      | 3      | 3        |
| l Remunerations |           | 60,000 | 95,000 | 10,000 | ,065,000 |
+-----------------+-----------+--------+--------+--------+----------+

Remark : * Appointed during the year ** Resigned during the year

+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+
|                  |                   |         |         |          |
+------------------+-------------------+---------+---------+----------+

-Executives: Monetary remunerations of the Company’s executives
consisted of salaries and bonuses which varied according to the
Company’s profit of the previous year. In 2008, there were 10
executives; namely, the Managing Director and the first four rankings of
executives following the Managing Director (highest management) and all
positions in equivalent to the fourth executive level, excluding
Accounting and Finance head, were paid for a total of Baht 34.25 million
and In April, 2008, there was 1 executive resigned from the Company.

B.  Other Remunerations

1.  Contributions to the Provident Fund: The Company paid a total of
    Baht 769,081.101.03 worth of contributions into the provident fund
    for the 10 executives in 2008.

2.  Insurance given to directors and executives: The Company bought Baht
    50 million worth of insurance from Muang Thai Insurance Co., Ltd. to
    provide erroneous coverage for its directors and/or executives. The
    insurance premium for the year 2008 was Baht 300,000 per annum (
    coverage during 1 Oct. 08 – 30 Sept. 09).

3.  

4.  

The Shareholding of the Company’s Directors and Executives

As of 31 December, 2008, there was only 1 director, namely Mr. Tatsuya
Konoshita who held a stake of 156,700 of the Company’s share or equal to
0.09%.

+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+
|                                              |                        |
+----------------------------------------------+------------------------+

4. Corporate Governance

As the Company is one of the listed companies in the Stock Exchange of
Thailand, we are well aware of the importance of having good corporate
governance. Such governance includes the awareness of rights of
shareholders, equitable treatment of shareholders, role of stakeholders,
disclosure and transparency and the responsibilities of the Board in
which the Company has implemented in accordance to the Principles of
Good Corporate Governance for Listed Companies 2006 recommended by the
SET in order to convince the shareholders, investors and other
stakeholders and all relevant parties of the Company’s credibility for
better improvement and growth of the Company as follows :

1. Rights of shareholders

The Annual General Meeting (AGM) for the year 2008 was arranged in
compliance to the related laws and the recommended best practice of the
Principles of Good Corporate Governance for Listed Companies 2006
especially for the rights of shareholders aspect. The shareholders had
adequately and equally received relevant information such as the meeting
date, time and venue as well as the agenda together with the Board’s
opinion and other related information which needed the decision in a
timely manner according to the regulations. Such information was posted
on www.unitedsec.com 30 days in advance of the meeting date. The notice
of the AGM was sent 14 days prior to the meeting date even though there
was no special agenda. Shareholders were provided as much time as needed
to ask any questions or make any suggestions in which the important
comments were recorded in the minutes. The invitation letter and
documents were produced in Thai as well as English and the meeting was
also conducted bilingually for better understanding and did not prevent
the shareholders from studying the Company’s information and all of the
shareholders, Thai as well as foreigners, are given sufficient,
equitable information and enough time to study the information before
attending the Meeting as well as having full opportunity to express
their opinions in the Meeting.

However, on the meeting date, the Chairman of Audit Committee, Mr.
Wichien Wattanakun, was absent due to his serious illness and he was
admitted in the hospital but all other directors were present including
the executive directors, audit committee members and the representatives
from the Company’s external auditor.

2. Equitable Treatment of Shareholders

Equitable treatment of shareholders was implemented in arranging of the
AGM 2008. The minor shareholders were able to propose the Meeting agenda
or nominate qualified candidates for the Company’s Director position to
replace the Directors who were retired by rotation by an advance
submission during 1 Oct, 2007 till 31 Dec, 2007. However, for the past
year, neither special agenda nor nomination of Directors was submitted
for the Board’s consideration. In addition, proxy form B together with
business return mail envelop were enclosed with the invitation letter so
that the shareholders who could not attend the Meeting himself could be
able to grant proxy to others to come to the Meeting and vote on his
behalf or the proxy may be granted to the Company’s Independent
Directors without any cost on mailing the proxy back or any other costs.
However, even though voting cards were provided for every agenda, the
voting method was to use the voting card only for those who disapproved
and abstain voting only. As there was nobody disapproved or abstained
voting including the election of Directors agenda, there was no voting
card collected. For next year, the Company plans to improve such voting
method so that all shareholders have to submit their voting card
especially in this agenda.

Moreover, the Company set up rules to prevent the abusive self-Dealing
of Directors and executives as well as the staff in the departments
which could access to the Company’s financial information before it was
disclosed to the public such as Accounting & Finance Dept., Executive
Office and Compliance & Internal Audit Dept. The Company’s securities
was put under watched list on every 15^(th) date of each month following
the last month of each quarter until the financial statement of the
Company was disclosed to the public. For the past year, all Directors,
executives and the said staff had strictly complied to the rule in which
there was no trading transaction of the Company’s securities during the
restricted period.

  3. Role of Stakeholders

The Company emphasized the importance on ensuring that all of the
stakeholders are well taken care of and treated right according to the
related laws or agreement made with the Company. The Company stated
those practices in the “Ethical Practices of Executives and Staff of the
Company” guideline which stated various practices in which executives
and staff should do towards the Company’s different stakeholders such as
the shareholders, customers, employees, creditors and suppliers
including competitors and society as a whole.

All stakeholders mentioned above are within the Company’s concern to
ensure that their basic rights are preserved and well taken care of in
accordance to the related laws, rules and regulations. The Company will
always operate on honesty, justice, lawful and in compliance to the
related regulations for the most benefit of the Company’s shareholders
and responsible for the services quality rendered to the customers based
on their satisfactory standard and within the scope of the SEC and SET’s
regulations. Employees are ensured to receive sound welfare and
benefits. Agreements made with creditors and suppliers are strictly
followed. Competitors are treated in relevant to the international
standard and within the laws of business competition boundary without a
tort of secret or a fraud of trade secret of the competitors. Finally,
the Company takes care and supports social activities in order to help
support the underprivileged in society.

In 2008, the Company followed all the said policies. Throughout the
year, there has not been any complain about unqualified services from
the customers nor any dispute with the competitors. The Company has
carried out its operations on honesty and compliance to the laws and
regulations. During the year, the Company has not been fine by any
regulator for breaches of the rules and regulations.

There has not been any social responsibilities policy set up formally,
especially concerning the environment or society, as the nature of our
business does not have any impact on the environment or the society
status. However, the Company normally allocates a sum of budget each
year to arrange or participate in social support activities. As for the
year 2008, however, due to the bad economic situation that raised up the
employees’ cost of living, the Company had initiated Staff Loan and
Scholarship for Staff’s Children Projects in order to help release the
staff’s expenses realizing that employees are the most important
resources of the Company. Their better livings will contribute to their
efficiencies which will also result in the betterment of the Company as
a whole.

  4. Disclosure and Transparency

The Company’s disclosure policy is to disclose clear, accurate,
sufficient and timely information, both financial and non-financial, to
all concerns in relation to the rules set by the SET and SEC and with
transparency that is able to be inspected. The Company’s information
will be disclosed through the Company’s annual report and the important
information will be disclosed through the SET’s electronic system
(ELCID) and also posted on the Company’s website under “US News” topic.
Such information which will be updated regularly including the Company’s
quarterly financial information which was disclosed within the regulated
schedule. The said financial statements were prepared by the Certified
Public Accountant who has no relationship whatsoever with the Company
and in accordance with the generally accepted accounting standard.
Before each disclosure, the financial statement has been reviewed and
audited by the Company’s Audit Committee who is the Company’s
Independent Director and the Board of Directors.

Besides financial information, other significant non-financial
information was also disclosed such as related party transactions, list
of top 20 shareholders of each quarter, Board of Directors’ and Audit
Committee’s Charter and other Board’s resolutions. In addition, 30 days
in advance of the AGM FY2008, the AGM documents were disclosed so that
the shareholders were able to study the information before the meeting
date. There was also an announcement to allow the minor shareholders to
submit the proposal for special agenda and nominate qualified candidates
for Directors position in advance to be considered in the AGM. All
information disclosed was put in both Thai and English languages and
posted on the Company’s website and the news was also disclosed on the
SET’s electronic system to ensure the shareholders of its clear,
accurate and sufficiency of the information and to provide sufficient
time for them to study the information in each agenda before attending
the Meeting by themselves or by granting a proxy to attend the Meeting
or to vote on their behalf. Other information which was not able to be
put on the Company’s website such as remunerations policy as well as
types of remunerations was included in the Form 56-1 and the annual
report of the Company.

The Company had not officially set up an Investor Relations Dept. as it
is still small. Nevertheless, shareholders or other investors may reach
the Company or view interesting securities analysis reports by visiting
www.unitedsec.com under the topic of “Daily Stocks Analysis” and the
Company’s executives may always be reached at e-mail address :
IR@unitedsec.com.

  5. Responsibilities of the Board

The Company focuses significantly on the role, duties and
responsibilities of the Board of Directors as being the one who
determines policies and direction of the Company and reveals them to the
management who uses them as a direction in operating the Company’s
businesses towards profit achievement for the benefit of the
shareholders. Therefore, the Board’s structure and qualifications
including the efficiency in carrying out the duties are the important
factors that the Company always concerns. Self-assessment result of the
Board of Directors for the year 2008 showed that more than 90% of the
Board members quite agreed to fully agreed that the Board’s structure,
qualifications, roles duties and responsibilities, the Board Meeting
arrangement, duty performing, relationship with the management and
development of the Board itself and the executives were carried out
fairly to extremely well.

As for the Board of Directors’ structure of 2008, the Company’s Board of
Directors consisted of 9 members, namely, 4 executive directors, 1
non-executive director, and 4 Independent Directors / Audit Committee or
more than one-third of all directors whereby the Chairman of the Board
represents the shareholder, is the non-executive Director and is not the
same person as the Managing Director or the highest management of the
Company to assure that the Board can actively perform its duties as
shareholders’ representative and a balance of power is properly
exercised. The Board does believe that the Company’s Board of Directors’
composition is appropriate in terms of number of member compared to the
Company’s size. The qualifications of the Board especially the Audit
Committee members of which 3 out of the 4 members are experts in
Accounting field supplemented with long working experiences in finance &
securities fields. In addition, the other Independent Director is an
economics and social academician. Executive Directors of the Company are
equipped with various fields of experiences such as securities
marketing, Investment Banking, Finance & Banking and Accounting which
are valuable to the ideas and suggestions made for decision making to
the Board. Each Director is able to devote his time fully well on
carrying out their duties as there is no one being a director of other
organization (except subsidiary companies) more than 5
organizations.(brief profile of the Board of Directors can be viewed in
Attachment 1)

Audit Committee was the only sub-committee officially set up by the
Company without setting up the Nomination and Compensation Committees as
the Company is still small with little number and turnover of directors.
However, in practice, each and every director is able to nominate high
caliber candidates for the Company’s directors, Independent Directors as
well as Audit Committee members to the Board of Directors’ Meeting for
consideration and to be approved from the shareholders’ meeting as the
case may be. As for the determination of remunerations, the Board of
Directors will set up the remunerations for the Company’s executives and
the Board’s remunerations will be approved by the shareholders in the
AGM.

The Company arranges its Board of Directors Meeting and Audit Committee
Meeting regularly on a monthly basis at least once a month. Before the
meeting date, the directors will receive the agenda and documents about
3-7 days in advance which is a sufficient time for the members to study
and prepare for the meetings. In 2008, the Company arranged 15 meetings
for Board of Directors and 12 meetings for the Audit Committee in which
the Board agreed that it is appropriate and sufficient to oversee that
the Company’s operations has been running successfully.

The meeting attendance of each director is tabled below:

  ---------------------- ----------- ------------------ -------------------
  Name                   Office Term Time Participate / 
                         Period      Total Meetings     
                                     (times)            

                                     Board of Directors Audit Committee
                                     Meeting            Meeting

  1. Mr. Mitsuji         2006-2009   5/15               -
  Konoshita                                             

  2.Mr.Chokechai         2006-2009   14/15              12/12
  Tanpoonsinthana                                       

  3. Mr. Vikit           2006-2009   14/15              12/12
  Kachonnarongvanich                                    

  4. Dr.Vorapol          2008-2011   13/15              3/3
  Socatiyanurak**                                       

  5. Mr. Sirawat         Dec 08-Apr  0/1                0/1
  Wanglee*               10                             

  6. Mr.Tatsuya          2008-2010   8/15               -
  Konoshita                                             

  7. Mr. Jeremy Liau     2008-2010   15/15              -

  8. Mr. Yothin          2008-2011   13/15              -
  Viriyenawat                                           

  9. Ms. Tippranee       2008-2011   12/15              -
  Chatmanop                                             
  ---------------------- ----------- ------------------ -------------------

* Appointed during the year on 4 Dec, 08 to replace Mr. Wichien
Wattanakun who resigned on 10 Sept, 08

**Appointed an Audit Committee member on 14 Sept, 08

In each Board of Directors’ Meeting, there are regular agendas. Besides
the certifying of previous minutes, they are : 1. a report on securities
market outlook of the previous month in order to acknowledge the
movement of the market as well as the positive and negative factors
affecting the market, both local and foreign. 2. a report on the
Company’s performance and the comparison of actual income and expenses
against the set budget. 3. the summary of Executive Committee’s minutes
which divided into matters for acknowledgement and matters required
further approval from the Board of Directors including the report on
each business units’ performance of the previous month which might as
well served as a form of monitoring of the Company’s management
operations efficiency. 4. a summary of Audit Committee’s minutes of the
monthly meeting which consists of the auditing results in terms of
compliance to the rules and regulations of the regulators and the
Company’s rules as well as internal control and various risk done by the
Compliance & Internal Audit Dept. and 5. Update the Company’s securities
holding of Directors and Executives. Moreover, in December meeting of
each year or in January the latest, there will be an agenda to consider
the setting up of the Company’s plans and budgets for the coming year in
order to determine the Company’s objectives, policies and business
direction,

The Executive Board was set up which consists of Chairman of the
Executive Board, the Managing Director and the top management from the
Company’s core departments, namely, Marketing (front office) and
Business Support (back office) in order to help screening the
information to facilitate the Board of Directors decision making or it
is able to make its own decision concerning the normal business
operations of the Company which is in line with pre-determine and
approval authority and Company’s direction. In 2008, the Executive
Committee had arranged altogether 25 meetings to discuss and approve
various operation matters. In addition, the Executive Committee has set
up Risk Management Committee, Human Resources Committee, Back Office
Committee, IT Working Group and Related Party Transaction Working Group
as working groups to handle the related matters and in the year 2008,
the Risk Management Committee had arranged 41 meetings. And the Related
Party Transaction Working Group was set up in August, 2008 and arranged
2 meetings to consider the related party transactions.

As for the development of Directors’ qualifications, the Company
encourages all Directors to participate in at least one basic course
held by the Thai Institute of Directors Association (IOD). And in early
2009, the Managing Director (the highest management) had already taken
the DCP course. However, the remaining 2 foreign Directors of the
Company had not yet been in any of the courses as the course needs to be
conducted in English for them. Unfortunately, they had not been able to
join as they often been abroad while courses in English had not been
arranged so often.

1.  

2.  

3.  

4.  

5.  

6.  

7.  3.  

1.  

2.  

3.  

4.  3.  

+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    | 1.       |              |         |            |
|                    | 2.       |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+
|                    |          |              |         |            |
+--------------------+----------+--------------+---------+------------+

12. 
13. 

-   

5. Human Resources

As of 31 December 2008, the Company had a total headcount of 170 persons
which can be categorized below:

  1. Marketing group (front office staff) 76 persons

  2. Investment Banking group 2 persons

  3. Operations group (back office staff) 84 persons

  4. Others 8 persons

There were 4 branches of which 22 persons were the branches’ staff .

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

+----------------------+---------------+---------------+---------------+
| Types of             | Year 2006     | Year 2007     | Year 2008     |
| Remunerations        |               |               |               |
|                      |               |               |               |
| (Unit :Baht)         |               |               |               |
+----------------------+---------------+---------------+---------------+
| Salary               | 1             | 97,047,745.12 | 92,902,516.66 |
|                      | 00,209,795.67 |               |               |
+----------------------+---------------+---------------+---------------+
| Bonus                | 9,661,200.55  | 12,722,473.69 | 9,665,739.30  |
+----------------------+---------------+---------------+---------------+
| Contribution on      | 3,381,848.94  | 3,432,588.98  | 3,530,931.92  |
| Provident Fund       |               |               |               |
+----------------------+---------------+---------------+---------------+
| Marketing Incentive  | 33,148,928.25 | 28,846,736.18 | 27,055,867.34 |
+----------------------+---------------+---------------+---------------+
| Others               | 10,354,943.46 | 275,160.75    | 625,936.50    |
+----------------------+---------------+---------------+---------------+
| Total                | 1             | 1             | 1             |
|                      | 56,756,716.87 | 42,324,704.72 | 33,780,991.72 |
+----------------------+---------------+---------------+---------------+

Human Resources Management Policy and Human Resources Management System

In realizing the importance of educating the employees, the Company
provides the employees both from front and back offices in different
levels with useful training courses organized by outside institution and
focused on training courses which could mainly improve skill, knowledge
and ability to work.

In 2008, as the Company had initiated the Derivatives Agent business,
the employees were encouraged to increase their knowledge and
understanding in Derivatives business and were sent for training and
examination on the Introduction to Derivatives and Practice Guide on
Derivatives Courses in order to be well prepared to provide services to
the customers.

In addition, the Company also has a policy to enhance good human
relationships among employees. United Family Day and New Year Party were
arranged to provide opportunity for the employees and their family to
join in the activities in order to promote their loves and understanding
as well as relationships among the employees, themselves and between
their own families.

Promotion of Better Life Quality and Job Security

As quality of work always comes 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. In each year, the Company has co-operated with the Western
Property Co., Ltd., the landlord of its head office building, on the
fire drill project and also sending the Company’s representative to join
a training course about knowledge of earthquake.

Moreover, in order to take good care of employees’ quality of life, the
Company set up special leaves with pay in addition to the leaves
stipulated by law, other than the normal personal leave as follows:

Leave for preparation when employees’ family members passed away:
Employees could take leave for 5 working days (family members include
employees’ parents, spouses’ parents, spouses and children including
brothers and sisters of full blood or brothers and sisters of half
blood)

Leave for taking care of spouse when delivery a child for male
employees: They could take leave for 3 working days.

Leave for dharma practice: Employees could take leave once a year and
not over 5 working days/ time/ calendar year. In addition, the Company
has supported them the actual cost incurred from such dharma practice
but not exceeding THB 1,000/ person/ time.