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2.7 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, Risk Management Committee had also been established
as a sub-committee 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 2010, as of 17 Jun 10, Mr. Sirawat Wanglee, had resigned
  and was replaced by Mr. Saravut Busayarat on 23 Jul, 10. Moreover, in
  early 2011, Mr. Jeremy Liau resigned from Managing Director position
  from the Company on 15 Jan, 11 and from Director of the board on 24
  Feb, 11 in which Mr. Deepong Sahachartsiri had replaced him as a
  Director effective on 2 Mar., 11. Therefore, at present, the member of
  the Board of Directors remains at 9 persons listed 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. Saravut Busayarat Independent Director / Audit Committee member

  6. Mr.Tatsuya Konoshita Director / Chairman of the Executive Board
  /Managing Director

  (highest management) ¹

  7. Miss Tippranee Chatmanop Director / Executive Director

8. Mr. Yothin Viriyenawat Director / Executive Director

9. Mr. Deepong Sahachartsiri Director

Remark ¹ Newly appointed position to replace Mr. Jeremy Liau on 17 Jan
11

The Company Secretary is Ms. Siriphen Pongchairerks.

The Authorized Directors

As at 17 January, 2011, the authorized Directors who sign on behalf of
the Company consists of

Mr. Tatsuya Konoshita, Mr. Yothin Viriyenawat or Ms. Tippranee Chatmanop
two out of the three directors jointly signed 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 2 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, 2011, the members of Executive Committee comprised
  of:

  Name Position

1. Mr. Tatsuya Konoshita Chairman of the Executive Board /

Managing Director (highest management) ²

2. Mr. Jeremy Liau ¹ Executive Director / Managing Director (highest
management)

3. Mr. Yothin Viriyenawat Executive Director

4. Ms. Tippranee Chatmanop Executive Director

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

6. Mrs. Paleerat Numnonda Senior Vice President – Operations

Remark ¹ Resigned on 15 Jan 10

² Newly appointed on 17 Jan 11 to replace Mr. Jeremy

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.

The important sub-committee which 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 is 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, Marketing, Business
Development, Research, Operations and Accounting & Finance as members
with the Head of Risk management Dept. as member and secretary to the
Committee.

C. Audit Committee

In 2010, there Mr. Sirawat Wanglee resigned and Mr. Saravut Busarat was
appointed as a new Independent Director and Audit Committee on 23 Jul
2010 in replacement. Consequently, the Audit Committee, as of 31 Dec.
2010, still 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. Saravut Busayarat 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. Saravut Busayarat.
Their related educational background and working experiences can be
viewed in attachment 1: “Profile of Board of Directors and Executives
for the year 2010”.

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 1%. 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.  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

  The Executives as of 31 December, 2010 consists of the followings:

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

  2.    Mr. Tatsuya Konoshita   Chairman of the Executive Board / Managing
                                Director (highest management) ²

  3.    Miss Tippranee          Executive Director – Business Support
        Chatmanop               

  4.    Mr. Yothin Viriyenawat  Executive Director – Marketing

  5.    Mr. Choakdee            Executive Vice President – Marketing 2
        Chinthammitr            

  6.    Mr. Namchai             Executive Vice President – Research
        Taecharattanaviroj      

  7.    Mrs.Suwanna             Senior Executive Vice President –
        Sungkamekha³            Marketing 2/2

  8.    Miss Sirsunan           Vice President – Accounting & Finance
        Kongtragoolpitug        Dept.
  ----- ----------------------- ------------------------------------------

Remark ¹ Resigned on 15 Jan 11

Remark ² Appointed to replace Mr. Jeremy on 17 Jan 11

Remark ³ Resigned on 1 Jan 11

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.  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.

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

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

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

11. 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.

12. 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 2010, there was no
bonus resulted from the loss of the Company’s performance. Therefore,
the monetary remuneration of the Board of Directors and Audit Committee
was only monthly meeting allowance, detailed 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.

The table showing yearly monetary remunerations of the Board of
Directors and Audit Committee for 2010 is as follow:

+-----------------+-----------+--------+--------+--------+----------+
| Name            | Position  | M      |        | Bonus  | Total    |
|                 |           | eeting |        |        |          |
|                 |           | Allo   |        |        |          |
|                 |           | wances |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
|                 |           | Board  | Audit  |        |          |
|                 |           | of     | Com    |        |          |
|                 |           | Dir    | mittee |        |          |
|                 |           | ectors |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 1. Mr. Mi       | Cha       | 3      | -      | -      | 300,000  |
| tsuji Konoshita | irman of  | 00,000 |        |        |          |
|                 | the Board |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 2               | Indepe    | 2      | 2      | -      | 480,000  |
| . Mr.Chokechai  | ndent Dir | 40,000 | 40,000 |        |          |
| Tanpoonsinthana | ector / C |        |        |        |          |
|                 | hairman o |        |        |        |          |
|                 | f Audit C |        |        |        |          |
|                 | ommittee  |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 3. Mr.Vikit Kac | Independe | 2      | 1      | -      | 420,000  |
| honnarongvanich | nt Direct | 40,000 | 80,000 |        |          |
|                 | or / Audi |        |        |        |          |
|                 | t Committ |        |        |        |          |
|                 | ee member |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 4. Mr.Vorapol   | Independe | 2      | 1      | -      | 420,000  |
|  Socatiyanurak  | nt Direct | 40,000 | 80,000 |        |          |
|                 | or / Audi |        |        |        |          |
|                 | t Committ |        |        |        |          |
|                 | ee member |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 5. Mr.Si        | Independe | 1      | 90,000 | -      | 210,000  |
| rawat Wanglee ¹ | nt Direct | 20,000 |        |        |          |
|                 | or / Audi |        |        |        |          |
|                 | t Committ |        |        |        |          |
|                 | ee member |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 6. Mr. Sara     | Independe | 1      | 75,000 | -      | 175,000  |
| vut Busayarat ² | nt Direct | 00,000 |        |        |          |
|                 | or / Audi |        |        |        |          |
|                 | t Committ |        |        |        |          |
|                 | ee member |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 7. Mr.Ta        | Dir       | 2      | -      | -      | 240,000  |
| tsuya Konoshita | ector / E | 40,000 |        |        |          |
|                 | xecutive  |        |        |        |          |
|                 | Director  |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 8.              | Di        | 4      | -      | -      | 40,000   |
| Mr.Jeremy Liau  | rector /  | 0,000* |        |        |          |
|                 | Executive |        |        |        |          |
|                 |  Director |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 9. Mr.Yot       | Di        | 4      | -      | -      | 40,000   |
| hin Viriyenawat | rector /  | 0,000* |        |        |          |
|                 | Executive |        |        |        |          |
|                 |  Director |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| 10. Ms.Tipp     | Di        | 4      | -      | -      | 40,000   |
| ranee Chatmanop | rector /  | 0,000* |        |        |          |
|                 | Executive |        |        |        |          |
|                 |  Director |        |        |        |          |
+-----------------+-----------+--------+--------+--------+----------+
| Tota            |           | 1,6    | 7      | -      | 2        |
| l Remunerations |           | 00,000 | 65,000 |        | ,365,000 |
+-----------------+-----------+--------+--------+--------+----------+

Remark : ^(1.) Resigned 17 Jun 10

^(2.) Newly assigned on 23 Jul 10

* To reduce the Company’s expense, the three Directors stated their
intention not to accept monthly meeting allowances since April, 2009
till October, 2010.

- 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 2010, there were 8 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 29.92 million and there was
one executive resigned in May, 2010.

B.  Other Remunerations

1.  Contributions to the Provident Fund: The Company paid a total of
    Baht 814,100 worth of contributions into the provident fund for the
    6 executives in 2010.

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 2010 was Baht 281,300 per annum
    (coverage during 1 Oct 10 – 30 Sep 11).

The Shareholding of the Company’s Directors and Executives

As of 31 December, 2010, 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 because it demonstrates efficient, transparent, auditable
management system, which help build trust and confidence of
shareholders, stakeholders investors and all relevant parties. It can be
said that best practice corporate governance is a tool to add value and
promote the sustainable growth of the Company by complying with the
principles in 5 categories based on the best practice corporate
governance for listed companies B.E. 2549 prescribed by the Stock
Exchange of Thailand. 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 as follows:

1. Rights of shareholders

1.1 Right to obtain profit sharing in the form of dividend

  The Company's dividend policy requires the Board of Directors to
  consider the dividend payment based on performance. If the Company has
  profits, it will pay dividends of approximately 75 percent of profits
  to shareholders. The Company’s Board of Directors’ Meeting No. 3 /
  2010 held on 17 March, 2010 resolved to propose the Annual General
  Meeting of Shareholders to approve no payment of dividend for the
  fiscal year 2009 ending 31 December, 2009 as the Company has operating
  loss of 5.79 million Baht.

2.  Right to attend the Annual General Meeting of Shareholders (AGM)

  Before the meeting date

1.  The Company entirely delivers the notice of the AGM together with
    related documents in hard copies and annual report CDs to all
    shareholders (annual reports in document format also provided upon
    request.) prior to the meeting date in stricter criteria than
    specified by law. For the AGM 2010 held on Friday, 23 April, 2010,
    the Company has assigned Thailand Securities Depository Co., Ltd.,
    its securities registrar, to send the invitation to its shareholders
    by registered mail on 9 April, 2010, which is 14 days before the
    meeting.

2.  The Company published notice of the notice of the AGM 2010 with
    related documents in both Thai and English on its website,
    www.unitedsec.com, under the topic ‘US News’ on 19 March, 2010,
    which is 35 days before the meeting so that shareholders can access
    such information, which are the same as documents sent to the
    shareholders, more conveniently and faster.

3.  In the notice of the AGM 2010, the Company disclosed sufficient
    information in every agenda to support decision in voting of
    shareholders such as profiles of directors who would retire by
    rotation, information of independent directors for proxy purpose,
    articles of association related to the AGM, the details of
    identification documents and map of meeting venue.

  On the meeting date

  1.2.4 The Company schedules date, time and venue of the AGM by
  concerning the convenience of shareholders. In 2010, the AGM was held
  at 9:00 pm on 23 April, 2010 at 8th Floor Conference Room, Thanapoom
  Tower, No. 1550, New Petchaburi Road, Makkasan, Ratchathewi, Bangkok,
  where the Company is located. The Company has provided adequate staff
  and technology to facilitate the review of shareholders’ documents as
  well as provided duty stamps to affix the shareholders’ proxy forms.
  The Company did not restrict the right to attend the meeting of the
  late show-up shareholders.

  1.2.5 The AGM 2010 was arranged in compliance to the best practice of
  the Principles of Good Corporate Governance for Listed Companies as
  follows:

  A. All the Company’s directors and management attended the meeting to
  explain and answer questions to the shareholders. The Chairman of the
  Board of Directors as chairman of the meeting welcomed the
  shareholders and asked the Company Secretary to introduce the members
  of the Board of Directors, Audit Committee, Executive Directors, the
  highest executive of the Company, Vice President of Accounting &
  Finance and the representatives from the Company’s independent
  auditor. The Chairman announced that the meeting would be conducted in
  English and assigned the Company Secretary to do the translation. In
  addition, the Company notified a list of directors who had no voting
  rights in any agendas for this meeting due to the share holding in the
  name of Thai NDVR Co., Ltd. to the AGM prior to the meeting.

  B. Before starting the meeting, the Company announced the proportion
  of shareholders and grantees of proxy attending the meeting, the
  counting and voting method. All votes of ‘disappove’ and ‘abstain’
  were recorded by the shareholders in the voting sheets provided by the
  company and for the election of Directors agenda, the Company had
  improved such voting method so that all shareholders have to submit
  their voting cards and kept as evidence.

  C. The Company conducted the meeting respectively as specified in the
  notice of the AGM. There was no further or switching agendas other
  than those specified in the notice.

  D. The shareholders had full opportunity to express their opinions in
  the meeting to comment and ask related questions during the end of
  each agenda before voting or the last agenda which availed for
  consideration of other business thus there was no resolution or any
  voting.

  E. The Company provided to the shareholders the transparency of voting
  rights and separate voting for each agenda so that the shareholders
  can exercise their rights independently for each agenda. For the
  agenda on the election of Directors to replace those retired by
  rotation, the shareholders were able to vote for individual Director
  by using the voting sheet for every vote cast and all of those sheets
  were kept for records.

  F. The Company conducted and disclosed the vote count on each agenda
  of the AGM with transparency by specifying number and percentage of
  all vote casts – approve, disapprove or abstain with representatives
  from the Company’s independent auditor as witness in the votes
  counting and there was no shareholder’s objection on the result.

  After the meeting date

  1.2.6 The Company discloses AGM resolution via the Stock Exchange of
  Thailand’s Electronic

  Company Information Disclosure system before 9.00 hrs. of a business
  day after the meeting. For the AGM 2010, the Company also disclosed
  the number of all vote casts – approve, disapprove and abstain.

  1.2.7 The Company provides AGM minutes containing entire important
  information; date, beginning and closing time, list of present and
  absent directors, significant explanation, questions & answers,
  comment summary, resolutions of individual agenda with number of all
  vote casts – approve, disapprove and abstain.

  1.2.8 The Company submitted minutes of AGM 2010 both Thai and English
  versions to the Stock Exchange of Thailand and posted on the Company’s
  website on 30 April, 2010 which is within 14 days after the meeting.

3.  Right to receive information

  The Company ensures that its shareholders receive important
  information such as the Board of Directors and profiles, major
  shareholder list, annual report, financial statements, as well as
  other significant events by posting on its website and always keeping
  information updated.

2. Equitable Treatment of Shareholders

2.1 Shareholders who cannot not attend the meeting themselves are able
to grant proxy to others to come to the Meeting and vote on their 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.

2.1.1 The shareholders who cannot attend the meeting by themselves are
able to grant proxy to others. The Company encourages its shareholders
to use the Proxy Form B (both Thai and English) in which the
shareholders can specify comments in the voting, which can be downloaded
from the Company's website.

  2.1.2 For the AGM 2010, the company nominated 3 independent directors,
  namely, Mr. Chokechai Tanpoonsinthana, Mr. Vikit Kachonnarongvanich
  and Mr. Sirawat Wanglee, including their addresses in the notice of
  AGM for the consideration of shareholders who wish to grant proxy. Of
  all proxy grantors, there was a shareholder with 134,000 shares or
  59.47 percent granting proxy to independent director nominated by the
  Company.

2.2 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 October, 2009 until 31 December, 2009. However, for
the past year, neither special agenda nor nomination of Directors was
submitted for the Board’s consideration.

2.3 Preventive measure against the use of inside information by
directors and executive

  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 15th 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 with the rule in
  which there was no trading transaction of the Company’s securities
  during the restricted period.

2.4 Disclosure of interests of directors, executives and parties
involved

  For monitoring purpose, the Company has set rule No. 3 / 2544 Re: the
  Report of shareholding, directorship in other firms, disclosure of
  ‘connected transaction’ of directors, Managing Director, the first 4
  persons in the management level next below to the Managing Director,
  all persons who hold positions equivalent to the fourth person in the
  same level including their spouses and / or minor children, which must
  be reported as follows:

  2.4.1 Shareholding in other firm in which the reporter, their spouse,
  children and close relative hold the shares collectively more than 10
  percent of the paid-up capital shares with voting right of such firm,
  must be reported by using the Company’s form (Form US - 1). The report
  shall be updated to the Company Secretary annually within the 15^(th)
  day of February as of the 31^(st) day of January of that year.

  2.4.2 Position holding as director or management with controlling
  power in any other firm by the reporter, their spouse, children and
  close relative must be reported by using the Company’s form (Form US -
  2). The report shall be updated to the Company Secretary annually
  within the 15^(th) day of February as of the 31^(st) day of January of
  that year.

  2.4.3 Report without delay if there are any changes of shareholding
  and / or position holding as director or management of the reporter,
  their spouse, children and close relative occurring during the year.

  The Company has complied with Section 89/16 of the Securities and
  Exchange Act B.E. 2551, requiring the Company Secretary to submit a
  copy of the above reports to the Chairman of the Board of Directors
  and the Chairman of the Audit Committee within seven business days
  from the date on which the Company has received such reports, which
  are used when the Board considers transaction between the Company and
  its directors or executives. The directors or executives having
  interest or involvement cannot participate in the decision-making
  process of such transaction, but may be present at the meeting only to
  provide additional information only.

3. Role of Stakeholders

3.1 Treatment of Stakeholders

The company emphasizes the importance and respects the rights of all
stakeholders such as shareholders, customers, employees, suppliers,
creditors, competitors, environment and society, etc.

All stakeholders mentioned above are well taken care of and treated
right according to the related laws or agreement made with the Company.
The Company always strengthens the cooperation among all stakeholders in
compliance to the related regulations for its optimal performance and
sustainable growth detailed as follows:

Shareholders: The Company aims to perform the best to create maximum
satisfaction to its shareholders by concerning the growth of its value
in long term including the disclosure of accountable information with
transparency.

  The Company encourages its shareholders to exercise their basic rights
  including the right to comment and suggest the Company’s business as
  the owner as well as the right to receive the Company's updated
  important information through the Company’s website continuously and
  regularly.

Customers: The Company aims to fully satisfy their customers with good
care and responsibility. New forms of services and channel / choices
were developed to serve the customers through accurate and complete
information without any distortion, customers’ secrets were kept
confidential except on permission or enforced by law to disclose. In
addition, complaint receiving system from the customers has been set up
which include procedure and guidelines of investigation aiming for
immediate best and justified solutions.

Employees: Employees are the most valuable and important factors to the
Company’s success. The Company aims to develop and promote nice working
atmosphere, teamwork as well as to encourage employees to continuously
improve knowledge.

  The Company is always responsible for maintaining the working
  environment to secure all employees’ lives and properties and strictly
  adhering to comply with labor law for employment, appointment and
  transfer of employees which it applies merit base in the consideration
  process and treats employees fairly, equally so they have the sound
  returns.

  The Company takes care that its employees can work happily by
  improving the working environment to be safe, modern as well as
  provides proper welfare, health care benefits and activities such as
  Staff Loan Project, Group Life and Health Insurance and annual
  physical checkup for employees, etc.

  In addition, the Company also organized activities to create harmony
  and good relationship such as ‘United Family Day’ which employees and
  their families had opportunity to participate and provided
  scholarships for employees' children who have academic performance in
  satisfactory level, ‘New Year Party’ as well as other activities with
  its affiliates, such as sporting events and so on.

  Suppliers: Business with any suppliers must not bring about any
  infamous reputation of the Company or against any law. The Company
  treats its suppliers according to the framework of honest business
  competition and concerns the equality in operating business and mutual
  benefits with suppliers by complying with the fair trading terms and
  fair selection.

Creditors: The Company has commitment in the contract and compliance
with the terms and conditions set forth in the agreement with creditors
in the repayment of principal, interest and collateral custody.

Competitors: The Company promotes fair competition policy without
monopoly and follows the related rules set by the regulators
particularly regulations concerning the rate of brokerage fee in
securities trading and remuneration of marketing staff. In the past
year, the Company did not have any dispute with the business
competitors.

Environment &

Society: The Company aims to comply with environmental laws and
regulations, effectively provides its safety and environment, promotes
employees’ awareness of environmental protection such as switching off
unnecessary lights and shutting down unused electric office appliances
during lunch time as well as allocates some budget for public charity.

3.2 Notice of clues or complaints

Company provides a channel for all stakeholders to send the notice of
complaint to the Company’s Compliance & Internal Audit Dept. at No.
1550, New Petchaburi Road, Makkasan, Ratchathewi, Bangkok, tel.
02-207-0402 or to cia@unitedsec.com. The Compliance & Internal Audit
Dept. will propose to the Audit Committee for consideration and report
to the Board of Directors.

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 FY2010, 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 interested 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 2010 showed that 96.66 percent of the
Board members 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 well to extremely well.

1.  Directors’ structure

The Company concerns the appropriateness of Directors’ structure with
respect to the Board’s responsibilities. As for the Board of Directors’
structure of 2010, the Company’s Board of Directors consisted of 9
members comprising 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, Economics 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.

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.

5.2 The Board Meeting

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
3-5 days in advance which is a sufficient time for the members to study
and prepare for the meetings. In 2010, the Company arranged monthly
meetings for Board of Directors and 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 and office term for the year
2010 is tabled below:

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

                                     Board of Directors Audit Committee
                                     Meeting            Meeting

  1. Mr. Mitsuji         2009-2012   5/12               -
  Konoshita                                             

  2.Mr.Chokechai         2009-2012   12/12              12/12
  Tanpoonsinthana                                       

  3. Mr. Vikit           2009-2012   12/12              12/12
  Kachonnarongvanich                                    

  4. Dr.Vorapol          2008-2011   12/12              12/12
  Socatiyanurak                                         

  5. Mr. Sarawut         2010-2013   5/5                5/5
  Busayarat                                             

  6. Mr.Tatsuya          2010-2013   8/12               -
  Konoshita                                             

  7. Mr. Jeremy Liau*    2010-2013   11/12              -

  8. Mr. Yothin          2008-2011   12/12              -
  Viriyenawat                                           

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

* Resigned on 15 Jan 2011

In each Board of Directors’ Meeting, there are regular agendas. Besides
the certifying of previous minutes, they are as follows:

1. 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. Report on the Company’s performance and the comparison of actual
income and expenses against the set budget

3. 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. 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 2010, the Executive
Committee had arranged altogether 16 meetings to discuss and approve
various operation matters. In addition, the Executive Committee has set
up Risk Management Committee in order to support the Executive Board
regarding risk monitoring of the Company’s transactions.

5.3 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 2011, the new Managing Director (the highest management)
had already taken the Director Accreditation Program (DAP).

5. Human Resources

As of 31 December 2010, the Company had a total headcount of 181 persons
which can be categorized below:

  1. Marketing group (front office staff) 78 persons

  2. Investment Banking group 2 persons

  3. Operations group (back office staff) 94 persons

  4. Others 7 persons

There were 3 branches of which 20 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 2008     | Year 2009     | Year 2010     |
| Remunerations        |               |               |               |
|                      |               |               |               |
| (Unit :Baht)         |               |               |               |
+----------------------+---------------+---------------+---------------+
| Salary               | 92,902,516.66 | 89,816,609.64 | 95,614,683.50 |
+----------------------+---------------+---------------+---------------+
| Bonus                | 9,665,739.30  | 5,515,157.00  | 6,950,223.50  |
+----------------------+---------------+---------------+---------------+
| Contribution on      | 3,530,931.92  | 3,615,986.20  | 4,106,812.93  |
| Provident Fund       |               |               |               |
+----------------------+---------------+---------------+---------------+
| Marketing Incentive  | 27,055,867.34 | 14,729,363.84 | 28,033,031.07 |
+----------------------+---------------+---------------+---------------+
| Others               | 625,936.50    | 1,141,256.58  | 1,182,430.65  |
+----------------------+---------------+---------------+---------------+
| Total                | 1             | 1             | 1             |
|                      | 33,780,991.72 | 14,818,373.26 | 35,887,181.65 |
+----------------------+---------------+---------------+---------------+

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 focused mainly on skill improvement,
knowledge work ability as well as better understanding in the Company’s
business. There were 41 courses organized by outside institutions with
135 employees attended and 3 in-house training courses for 65 employees
per course especially for investor contacts. Moreover, employees who
never applied for Single License testing and Fundamental Derivatives
course were encouraged to complete the test in order to support the
Company’s business.

The Company also organized “United Family Day” and “New Year Party”
which allowed families of all employees to participate such activities
in order to enhance the good relationship among employees and their
families. In addition, the Company also initiated the friendship futsal
competition with Group Lease PLC. and joined the Broker Cup Futsal 2010
to strengthen relations with its affiliates as well as other securities
companies.

Promotion of Better Life Quality and Job Safety

As quality of work always comes from happy employees with job safety,
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 job safety. 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 provides annual physical checkup together with influenza
vaccination for employees as well as 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.