Attachment 3 : Audit Committee’s Report

Audit Committee’s Report

The Board of Directors of SE–EDUCATION Public Company Limited resolved
in the appointment of the Company’s Audit Committee which consists of
three individuals – Mr. Saroch Lamlertprasertkul, Committee Chairman;
Mr. Pravit Tantiwasinchai, and Mr. Kachen Benjarongkakul, the Committee
members. And Mr. Wachiratham Siriarchawattana is the secretary to the
Committee. However, in the Board of Directors meeting number 6/2009
dated 12 November 2009, the Board of Directors appointed Mr. Kachen
Benjakul to be an Audit Committee member in the place of Mr. Pairat
Sitthikul whose term expired on 23 December 2009. Also, each of the
Committee members is neither the Company’s executive nor the Company’s
employee, and all have the quality in accordance with what was
stipulated in by Securities and Exchange Commission.

Audit Committee has performed the duty independently, within certain
authority and capacity limit, required by the Charter of Audit
Committees, with the cooperation of all parties involved. The Audit
committee understands the significance of internal audit, risk
management, good business supervision to ensure sufficient internal
control, adequate and acceptable level of risk management, proper
supervision, as well as proper and trustworthy financial report.

In 2009, the Audit committee held 6 meetings. Every audit committee
member attended the meeting. Moreover, Audit committee also held 1
internal meeting among committee members, independent member, and higher
management involved in accounting, finance, internal audit, in absence
of management directors, but, however, they were well-informed and
acknowledged the issues discussed in the meeting. The significance for
the task of Audit Committees can be illustrated as follows:

1. Review of quarterly financial statement and annual financial report
for year 2009: The Audit committee has reviewed financial statement on a
quarterly basis and annual financial report for the year 2009 of the
Company prior to submitting the document to ensure the financial report
is conducted in accordance with generally accepted accounting standard.
This includes a proper, adequate, timely release of financial
information, through cooperative meeting among accounting audit,
management, accounting department, and internal audit department to
consider financial report on quarterly basis and annual financial report
to enquire complete, correct, the practice of generally accepted
accounting principle, the selection of accounting policy, and proper
openness, including the utilizing the observation suggestions from
accounting auditor to improve and correct the preparation of the
Company’s financial statement. The audit committee agreed with
accounting auditor that the Company’s financial statement is in
accordance with General Accepted Accounting Principles and has disclosed
the information accurately, adequately, and completely reliable.

2. Supervision of Good Corporate Governance: The Audit Committee has
reviewed the Corporate Good Governance, and the promotion of Corporate
Governance, good management, verifiability, adequate information
disclosure and transparency to secure confidence from investors and
supervision agency, as well as stakeholders. The Audit Committee agreed
that the Company has a good level of corporate auditing. It also
promoted all stakeholders to participate and to benefit all parties.

3. Review of risk management practices : In overseeing the risk
management practices, the Committee continued to ensure that the
Company’s risk was at the acceptable level. The Committee reviewed the
Company’s risk management plan for year 2009 and acknowledged the report
of the risk management practices, periodically. The audit committees
agreed that the Company has risk management at an acceptable level.

4. Review of abiding of Security and Exchange laws, as well as the
regulations stipulated by Stock Exchange of Thailand, and also other
related laws related to the Company such as Revenue Code, and Public
Company Act: Under the said regulations of Stock Exchange of Thailand
and the law concerning the Company, the audit committees ensure that law
and related regulations of stock exchange of Thailand and other
concerned business units are properly abided. Based on the audit
committees’ opinion, there was no essential issue related to the issue
of violation of laws and regulations stipulated by Stock Exchange of
Thailand and the related Government supervision agency.

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

6. Review of internal audit control assessment: The Committee performed
the review of the Company’s internal audit control to ensure that the
internal control is properly conducted, effective, and sufficient usage
of resources, operation where accounting auditor offered opinion that
that no essential issues or shortcomings were found to affect the
Company’s financial statement. The audit committees viewed that the
Company had good internal control and had a suitable and adequate
supervision to ensure the practice is in line with the system as
stipulated, resulting in effectiveness in the work and added value to
the organization in the end.

7. Supervision of internal audit: The Committee has reviewed the
operation, audit plan for year 2009, as well as the adequate manpower
for the task at hand. The Committee acknowledged and recommended
guideline to solve the weak spot in internal control system, and also
attempt to correct such weak spot, to allow better and more effective
internal audit. The Committee also jointly reviewed the plan for annual
audit year 2010 which determined the risk that may occur and could
directly affect financial statement and the Company’s operation. The
audit activities include the auditing of accounting and financial on
computer and information system, and also other areas that may affect
the Company’s operation.

8. Select and submit for appointment of auditor: The Audit Committee
considered the selection of auditor. The Committee also considered state
of independence of auditor and determined the appropriate compensation
to be presented to the Board of Directors for the request of final
approval during the Shareholders’ meeting - number 1/2010, dated 24
February 2010 – by which date the decision was made with regard to the
appointment of the Accounting auditor. The Accounting Audit was granted
to AMC Ltd. for the year 2010.

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

On behalf of Audit Committee

(Mr.Saroch Lamlertprasertkul)

Chairman of the Audit Committee

March 15, 2010

Attachment 3 : Auditor’s Report

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Attachment 3 : Recruitment and Remuneration Committees Report

Recruitment and Remuneration Committee Report

The board of directors of SE-EDUCATION Public Company Limited has
appointed recruitment and remuneration committee members consisting of 3
individuals: Mr. Somboon Chinsawananon, an independent board member, who
is the Chairman of the committee, Mr. Vorasit Pokachaiyapat, an
independent board member, and Mr. Sumeth Damrongchaitham, non-executive
board member. In 2009, the recruitment and remuneration committee
members held 3 meeting.

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

On the recruitment of directors and management, the recruitment and
remuneration committee has proceeded to search and recruit suitable
candidates in accordance with the criteria set by the board of directors
and does not violate the regulations stipulated by supervisory
authority. In 2009, the recruitment and remuneration committee presented
the re-appointment of retiring directors to the consideration of the
board of directors. Moreover, the committee provided channel for small
shareholders to submit names of qualified person for directorship to be
considered by the committee.

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

The recruitment and remuneration committee reported the details of
meeting after every meeting to the board of directors. In 2009, the
committees acted with circumspection, prudence, and independence for the
maximum benefit of the stakeholders.

  (Mr. Somboon Chinsawananon)

  Chairman of recruitment and remuneration committee

  March 15, 2010

Attachment 3 : Certificate of Company

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