2.9 Management

(1) Management Structure

  The company had established various boards, namely the Board of
  Directors, Board of Executive Directors and Audit Committee to assist
  in its policy setting, controlling and managing toward the company’s
  goals and direction. Moreover, various committees had also 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 2003, the Board of Directors consists of the following
  members :

1. Mr.Vitoon Wongkusolkit Chairman of the Board

2. Mr.Chanin Vongkusolkit Director

3. Mr.Pravit Klongwathanakith Director

4. Mr.Siripong Sombutsiri Director

5. Mr.Kanit Sarasin Director

6. Mr.Kulvat Janvatanavit Executive Chairman

7. Mrs.Wilaiwan Tantitham Executive Vice Chairman

8. Mr.Verajet Vongkusolkit Executive Director

9. Mr.Wichien Wattanakun Independent Director

10.Mr.Vorapol Socatiyanurak Independent Director

11.Mr. Chongrak Sripunporn* Independent Director

12. MissTippranee Chatmanop* Director

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

Remarks : * were the 2 new directors of which Mr. Chongrak was appointed
as Independent Director by the resolution from the Extraordinary
Shareholders’ Meeting No. 1/2003 held on 7 Nov. 2003 to replace Mrs.
Benjawan Kumpanartsanyakorn who resigned on 18 July, 2003.

The Authorized Directors

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

The Directors’ Authorities and Responsibilities

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

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

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

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

B.  The Board of Executive Directors

  As of 31 December 2003, the company’s Board of Executive Directors
  consisted of 4 members as follow :

  1. Mr.Kulvat Janvatanavit Chairman of the Executive Board

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

  3. Mr.Verajet Vongkusolkit Executive Director

  4. Ms. Tippranee Chatmanop Executive Director

Authority and Responsibilities of the Board of Executive Directors

The Executive Board was assigned by the Board of Directors to have the
responsibility in setting up company’s policies so that the Managing
Director could be able to manage the Company’s operations accordingly.

The Executive Board will be responsible for the setting up of policies
in the following areas:

1.  Risk Control

2.  Corporate Development

3.  Business Development

4.  Corporate Affairs

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

1.  Risk Control Committee: responsible in the revision and
    determination of the followings:

    1.  Securities Trading Limit Policy

    2.  Collateral Evaluation and management

    3.  Securities List for Credit Balance

    4.  Significant statement specification in the contract

    5.  Risk Control Policy

Risk Control Committee consists of

Mrs. Wilaiwan Tantitham Chairman

Ms. Tippranee Chatmanop Committee

Mr. Theerapong Tangchatthong Committee

Mr. Pornthep Tavornvisuthikul Committee

Mrs. Kanlaya Chusttayanond Committee and Secretary

2.  Human Resources Committee: responsible for the followings:

    1.  Develop Personnel Policy

    2.  Set up Standard Development Policy

    3.  Develop Personnel Performance Evaluation Policy

  Human Resources Committee consists of

  Mrs. Wilaiwan Tantitham Chairman

  Mr. Kulvat Janvatanavit Committee

  Vice President of Human Resources

  Department Committee and Secretary

3.  The Investment committee: responsible for the followings:

    1.  Set up investment policy and rules governing securities trading
        for company’s portfolio.

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

    3.  Set up appropriate criteria in order to evaluate the investment
        result on company’s portfolio periodically according to the
        current situation.

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

    5.  Authorize to make approval under the following investment limit:

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

  Investment Committee consists of

  Mr. Kulvat Janvatanavit Chairman

  Mrs. Wilaiwan Tantitham Committee

  Ms. Tippranee Chatmanop Committee

  Mr. Kriengsak Aramsirichareon Committee and Secretary

4.  Purchasing Committee: responsible for the followings:

    1.  Approve purchasing order

    2.  Provide advice on appropriate negotiation

    3.  Select the best supplier

  Purchasing Committee consists of

  Mrs. Wilaiwan Tantitham Chairman

  Ms. Tippranee Chatmanop Committee

  Mr. Pornthep Tavornvisuthikul Committee

  Vice President of Human Resources

  Department Committee and Secretary

C. Audit Committee consists of

1. Mr.Wichien Wattanakun Chairman of the Audit Committee

2. Mr.Vorapol Socatiyanurak Audit Committee

3. Mrs.Benjawan* Kumpanartsanyakorn Audit Committee

4. Mr. Chongrak Sripunporn Audit Committee

 Assistant Vice President – Management Internal Control & MIS, Mr. Theerapong Tangchatthong was appointed Secretary to the Audit Committee.

Remark : * Resigned during the year.

The Authority and Responsibilities of the Audit committee

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  D. List of Executives as at 31 December 2003 consists of

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

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

  3.    MissTippranee Chatmanop Senior Executive Vice President

  4.    Mr.Porntep              First Executive Vice President
        Tavornvisuthikul        

  5.    Mr. Sith Setthaverawat  Executive Vice President - Marketing

  6.    Mr. Yothin Viriyeanawat (Acting)Executive Vice President –
                                Marketing

  7.    Mrs.Kanlaya             Executive Vice President-Operations
        Chusattayanond          

  8.    Mrs.Supaneeya           Vice President-Accounting and Finance
        Laksameset              
  ----- ----------------------- ------------------------------------------

  (2) Selection of Directors and Executives

No special committee was established to do the selection of the
Directors and Executives. However, the policies governing the selection
of Directors and Executives are as follows:

- The Selection of Company’s Directors

The company’s Board of Directors should consist of not less than 5
persons who are appointed from the shareholders’ Meeting of which each
shareholder has a vote equals to the number of shares held. Each
shareholder may exercise the total votes to select one or more persons
as Directors each of which has an equal vote. The persons of the highest
vote and the subsequent votes will be selected and appointed as
Directors respectively until the required number of Directors are
filled. Should there be an equal vote, then the Chairman of the Meeting
will give the final judgment vote. All others should follow the
Company’s Articles of Association.

- The Selection of Executive Directors

Board of Executive Director was set up to minimize the problems arisen
from the failure to carry out the Board of Directors’ resolutions which
formerly had depended solely on the Managing Director’s executions and
this will pre-furnish the company with a control mechanism which is well
prepared for future merger plan (if any). The members of the Executive
Board are selected among the members of the Board of Directors and will
report directly to the Board of Directors. The Chairman of the Board of
Directors will normally become the Chairman of the Executive Board.
However, if this is not convenient, then someone else from the Executive
Board may be selected and appointed as the Chairman. The Managing
Director will become the Executive Board by position and the Board of
Executive Directors will have to carry out a meeting at least twice a
month.

- The Selection of Audit Committee

The Audit Committee was appointed by the Board of Directors and normally
the Independent Directors were appointed to be the Audit Committee and
the term of office is 2 years. The present term will be expired on 14
September, 2004.

  (3) Management Remunerations

  a. Remunerations is cash

-   Directors

+--------------------+---------+--------------+-------+---------------+
|                    | Year    |              | Year  |               |
|                    | 2003    |              | 2002  |               |
+--------------------+---------+--------------+-------+---------------+
|                    | No. of  | Total Amount | No.   | Total Amount  |
|                    | P       | (Baht)       | of    | (Baht)        |
|                    | ersons¹ |              | Pe    |               |
|                    |         |              | rsons |               |
+--------------------+---------+--------------+-------+---------------+
| Directors’ fee     | 14      | 3,162,000    | 12    | 2,721,000     |
+--------------------+---------+--------------+-------+---------------+
| Bonus              | -       | Under        | -     | None          |
|                    |         |              |       |               |
|                    |         | co           |       |               |
|                    |         | nsideration² |       |               |
+--------------------+---------+--------------+-------+---------------+
| Other              | -       | None         | -     | None          |
| remunerations      |         |              |       |               |
+--------------------+---------+--------------+-------+---------------+
| Total              | 14      | 3,162,000    | 12    | 2,721,000     |
+--------------------+---------+--------------+-------+---------------+

  Remarks : ¹ During 2003, there were changes in Directors member. The
  present numbers of directors is 12.

  ² Audit Committee well be assigned to propose to the appropriate
  amount of bonus to the Board of Directors who will then propose to be
  considered and approved by the shareholders in the AGM by April, 2004

-   Executive Directors and Management (Excluded Company’s Directors)

+---------------------+--------+--------------+---------+-------------+
|                     | Year   |              | Year    |             |
|                     | 2003   |              | 2002    |             |
+---------------------+--------+--------------+---------+-------------+
|                     | No. of | Total Amount | No. of  | Total       |
|                     | P      | (Baht)       | Persons | Amount      |
|                     | ersons |              |         | (Baht)      |
+---------------------+--------+--------------+---------+-------------+
| Directors’ fee      | 1 ³    | 90,000       | -       | -           |
+---------------------+--------+--------------+---------+-------------+
| Salaries            | 10 ⁴   | 16,577,286   | 8       | 12,981,105  |
+---------------------+--------+--------------+---------+-------------+
| Provident Fund      | 10     | 497,319      | 8       | 383,833     |
+---------------------+--------+--------------+---------+-------------+
| Bonus               | 8 ⁵    | 18,290,000   | 7       | 9,179,840   |
+---------------------+--------+--------------+---------+-------------+
| Other Remunerations | -      | -            | -       | -           |
+---------------------+--------+--------------+---------+-------------+
| Total               |        | 35,454,605   |         | 22,544,778  |
+---------------------+--------+--------------+---------+-------------+

  Remarks: ³ One Executive Board is not the Company’s staff and has
  received monthly directors’ fee of 10,000 since April, 2003

  ⁴ The top 4 Executives descending from the MD excluding VP from
  Accounting & Finance Dept.

  ⁵ One Executive Director and top 4 executives descending from MD
  excluding VP from Accounting & Finance Dept. The Executive’s bonus
  will be proposed from approved by the shareholders’ in the AGM

  by April, 2004.

B. Other Remunerations (Non cash)

  The Company had provided insurance against any wrongful act during the
  tenure of services as Directors as well as officers called “Business
  Guard for Directors & Officers Program” to the Board of Directors and
  Officers with Muang Thai Insurance Co., Ltd. for the amount of Bt.50
  Million.

  Moreover, since the year 2002, the Company had set up ESOP scheme
  (Employees Stock Option Program) for Directors and staffs of the
  Company and its subsidiary company. The details of the warrant
  conversions of Directors and Executives are as follows:

+-------------------------+--------------------+-----------------------+
| Name                    | Allocated Warrant  | Converted Amount      |
|                         |                    |                       |
|                         |                    | Until Year 2003       |
+-------------------------+--------------------+-----------------------+
| Directors               | 80,000             | 60,000                |
|                         |                    |                       |
| 1. Mr. Vitoon           |                    |                       |
| Wongkusolkit            |                    |                       |
+-------------------------+--------------------+-----------------------+
| 2.                      | 80,000             | 40,000                |
| Mr. Chanin Vongkusolkit |                    |                       |
+-------------------------+--------------------+-----------------------+
| 3. Mr.                  | 80,000             | 60,000                |
| Pravit Klongwattanakith |                    |                       |
+-------------------------+--------------------+-----------------------+
| 4.                      | 80,000             | 60,000                |
|  Mr. Wichien Wattanakun |                    |                       |
+-------------------------+--------------------+-----------------------+
| 5. Dr                   | 80,000             | 60,000                |
| . Vorapol Socatiyanurak |                    |                       |
+-------------------------+--------------------+-----------------------+
| 6.                      | 80,000             | 60,000                |
| Mr. Siripong Sombutsiri |                    |                       |
+-------------------------+--------------------+-----------------------+
| 7. Mr. Kanit Sarasin    | 80,000             | 60,000                |
+-------------------------+--------------------+-----------------------+
| 8. M                    | 80,000             | 40,000                |
| r. Verajet Vongkusolkit |                    |                       |
+-------------------------+--------------------+-----------------------+
| 9.                      | 80,000             | 60,000                |
| Mr. Kulvat Janvatanavit |                    |                       |
+-------------------------+--------------------+-----------------------+
| 10.                     | 80,000             | 40,000                |
| Mrs. Wilaiwan Tantitham |                    |                       |
+-------------------------+--------------------+-----------------------+
| 11. Ms                  | 81,000             | 60,750                |
| . Tippranee Chatmanop ¹ |                    |                       |
+-------------------------+--------------------+-----------------------+
| 12. Mr. Ratt Panichphan | 80,000             | 60,000                |
+-------------------------+--------------------+-----------------------+
| 13. Ms                  | 80,000             | 60,000                |
| . Apinya Jarutrakulchai |                    |                       |
+-------------------------+--------------------+-----------------------+
| 14. Mrs                 | 80,000             | 60,000                |
| . Sasitorn Phongsathorn |                    |                       |
+-------------------------+--------------------+-----------------------+
| 15. Mr                  | 80,000             | 60,000                |
| . Prasong Prapasarathit |                    |                       |
+-------------------------+--------------------+-----------------------+
| Executives              | 57,500             | 43,125                |
|                         |                    |                       |
| 1. Mr. Pornthep         |                    |                       |
| Tavornvisuthikul        |                    |                       |
+-------------------------+--------------------+-----------------------+
| 2                       | 50,000             | 37,500                |
| . Mr. Sith Sethaweravat |                    |                       |
+-------------------------+--------------------+-----------------------+
| 3. Mrs.                 | 50,000             | 37,500                |
|  Kanlaya Chusattayanond |                    |                       |
+-------------------------+--------------------+-----------------------+
| 4.                      | 34,500             | 25,850                |
| Mr. Yothin Viriyeanavat |                    |                       |
+-------------------------+--------------------+-----------------------+
| 5. Mr                   | 40,500             | 30,375                |
| s. Supaneeya Luxameseth |                    |                       |
+-------------------------+--------------------+-----------------------+

Remark : ¹ Allocated as the Company’s executive before being assigned as
Director.

  (4) Supervision of Business Operations

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

1. Compliance Policy

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

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

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

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

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

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

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

2. Shareholders : Rights and Equitable Treatment

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

3.  Stakeholders’ Right

The Company realizes the importance of internal group of stakeholders
such as employees and management of the Company and subsidiary Company
as well as those external groups such as customers, competitors,
creditors and other related entities for their supports which will build
up our strength to compete in business which will also reflect our
future achievement. The Company, therefore, strictly emphasizes on the
compliance of related laws, rules and regulations to ensure that all the
stakeholders’ rights are well protected and treated with care. Besides,
being a member of the society, the Company also has a policy to support
social activities especially in the rural areas where the Company’s
branches located. In 2003, we had arranged a free lunch and gave
donations to the old people in Nakornprathom Province.

4.  Shareholders’ Meeting

Each and every shareholders meeting of the Company will always be
arranged to follow the legal process beginning from the calling of the
meeting, the sending of documents and the writing of minutes of the
meeting. The meeting notice will comprise of the important and
sufficient details as well as any other necessary attachments for the
shareholders to consider in advance. At least more than half members of
the Board will be present at each meeting including the Chairman of the
board, Audit Committee or Independent Directors and the Board of
Executive Directors who are the core management of the Company as a
whole. Additionally, the Company’s external auditor will be present at
the AGM so that any questions about the Company’s financial statement
can be clarified. Moreover, the shareholders will be provided enough
time to make any questions, comments or suggestions at the end of each
agenda as well as at the end of the last agenda. And any significant
matters arisen during the meeting will be recorded in the minutes of the
meeting.

5.  Leadership and Vision

Board of Directors has taken part in the setting up ( or approval of )
vision, mission, strategies, objectives, business plans and budget of
the Company and direct them towards the set goals effectively and
efficiently in order to financially add more value to the business and
to maximize benefits to the Shareholders as a whole. Moreover, the Board
of Directors always ensures that the Company has effective management
internal control and risk control system and includes the regular follow
ups in the Board meetings. And the Board of Directors also determines
and differentiates the roles, duties and responsibilities among the
different boards, committees and management and ensures that each part
understands them correctly. Apart from that, the Board of Directors also
sees to it that the Executive Board always follows the set policies, for
instance, the Executive Board is authorized to approve for not exceeding
100 million Baht in securities business, to approve the expenses within
the budget excluding those connected transactions or those which have
some conflict of interest as well as the transaction which has to be
approved by the Shareholders under the rules from SET and SEC.

Each member of the Company’s Board of directors is of high caliber. 11
out of 12 members have passed the Directorship Course from the Thai
Institute of Directors Association (IOD) as stated below (one member has
just joined in since Nov. 2003). In addition, Mr. Wichien Wattanakun,
our Independent Director ad Chairman of the Audit Committee, had the
honorably been selected a Fellow Member of the Institute and had also
successfully passed the Chairman Course.

Names of the Directors who passed DCP Course (Director Certification
Program)

1. Mr. Vitoon Wongkusolkit Chairman of the Board

2. Mr. Chanin Vongkusolkit Director

3. Mr. Kulvat Janvatanavit Chairman of the Executive Board (acting MD)

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

5. Mr. Verajet Vongkusolkit Executive Board

Names of Directors who passed DAP Course (Director Accreditation
Program)

1. Dr. Vorapol Socatiyanurak Independent Director

2. Mr. Pravit Klongwatthanakith Director

3. Mr. Siripong Sombutsiri Director

4. Mr. Kanit Sarasin Director

5. Dr. Vorapol Socatiyanurak Independent Director

6. Ms. Tippranee Chatmanop Director and Senior Executive VP. –
Operations

Additionally, Mrs. Wilaiwan had also passed Financial for Non-financial
Director Course and Mr. Verajet had passed the Board & CEO Assessment
Course from the IOD.

6.  Conflict of Interest

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

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

The policy and regulations are as follows:

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

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

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

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

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

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

3.  Business Ethics

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

4.  Balance of Power for Non-executive Directors

In the year 2003, the Company’s Board of Directors comprises of 12
members 5 of which are Executive Directors and 7 of which are
non-executive directors. The 7 members of non-executive Directors
comprises of 4 outside directors and 3 Independent Directors. Chairman
of the Board of Directors is a representative of the Company’s major
shareholders but is not an executive director. Moreover, Chairman of the
Board is a different person from the Chairman of the Executive Board.
Therefore, it can be assure that there is a proper balance of power
among the Board of Directors. Besides, it is stated in the Company’s
Articles that every year at the AGM, one third of the members of the
Board will have to be retired from the position on a first in first out
basis.

5.  Aggregation or Segregation of Positions

Chairman of the Board of directors and Chairman of the Executive Board
of the Company are different persons so that the policy determiner and
the operator are clearly divided. In addition, the Board’s structure
comprises of Independent Director in the ratio of one-third for the sake
of balance of power and management auditing.

6.  Remunerations for Directors and the Management

Remunerations for Directors

Audit Committee is responsible to perform the duties of the
Remunerations Committee in determining the remunerations policy as well
as considering the amount of remunerations to the Directors, Executive
Board and MD so that it is comparable to the same industry and
sufficient to motivate and retain the qualified Directors and
appropriately for the financial status of the Company.

In 2003, the remunerations of the Board is the meeting fee which is paid
monthly. Chairman of the Board receives Bt25,000 and other directors
Bt20,000. The Audit Committee Directors receives an additional amount
for their additional mission. Chairman of the Audit Committee receives
Bt20,000 and the other members receives Bt 15,000 each on the month
which has a meeting. However, Directors’ remunerations will have to be
approved by the shareholders in the AGM.

Remunerations for Executives

The remunerations policy is to set up the amount comparable to the same
industry and sufficient to motivate and retain those qualified
executives and dependable on the Company’s financial status as well as
each individual’s performance. The Audit committee was assigned to be
responsible for the determination of the remunerations for the Chairman
of the Executive Board, Executive Directors and MD. The Executive
directors who are also the executive of the Company receiving fixed
salary will eligible to receive only the meeting fee as a member of the
board of Directors but will receive bonus only as the Executives and not
as a member of the Board. The Executive Directors who are not the
executive of the Company will be eligible to receive Bt10,000 per month.
Remunerations for the Executive VP position up to Senior Executive VP
will be determined by MD through the approval of the Executive Board.
Details of remunerations in the year 2003 are stated under No. 2.9 (3).

11. Board of Directors’ Meeting

The Board of Directors’ meeting are normally scheduled on the 2^(nd)
Thursday of each month. Additional or extra meetings will be arranged
when necessary. Agenda are always clearly set and informed in advance
with the follow up issue agenda set as regular agenda. Secretary to the
Board will set up the meeting invitation comprising the agenda and send
them out to the Board members about 7 days prior to the meeting date so
that the directors will have enough time to study the documents in
concern before coming to the meeting. Normally, the Board meeting will
take up about 2 hours. In 2003, there were totally 12 regular meetings
held without any special meeting. The meeting attendance of each
director is tabled below:

+-----------------------+--------------------------+------------------+
| Name                  | Time Participate / Total | Remarks          |
|                       | Meeting (times)          |                  |
+-----------------------+--------------------------+------------------+
| 1.                    | 12/12                    | Resigned as of   |
| Mr.VitoonWongkusolkij |                          | 18/7/2003        |
|                       | 5/12                     |                  |
| 2. Mr. Chanin         |                          | Appointed as of  |
| Vongkusolkit          | 8/12                     | 30/4/2003        |
|                       |                          |                  |
| 3. Mr. Pravit         | 12/12                    | Appointed as of  |
| Klongwatthanakith     |                          | 7/11/2003        |
|                       | 12/12                    |                  |
| 4. Mr. Wichien        |                          |                  |
| Wattanakun            | 12/12                    |                  |
|                       |                          |                  |
| 5. Mr. Kanit Sarasin  | 8/12                     |                  |
|                       |                          |                  |
| 6. Mr. Verajet        | 12/12                    |                  |
| Vongkusolkit          |                          |                  |
|                       | 11/12                    |                  |
| 7. Mr. Siripong       |                          |                  |
| Sombutsiri            | 7/7                      |                  |
|                       |                          |                  |
| 8. Mrs.Wilaiwan       | 11/12                    |                  |
| Tantitham             |                          |                  |
|                       | 7/8                      |                  |
| 9. Mr. Vorapol        |                          |                  |
| Socatiyanurak         | 2/2                      |                  |
|                       |                          |                  |
| 10.Mrs.               |                          |                  |
| BenjawanKumpanartsan- |                          |                  |
| yakorn                |                          |                  |
|                       |                          |                  |
| 11.Mr. Kulvat         |                          |                  |
| Janvatanavit          |                          |                  |
|                       |                          |                  |
| 12.Ms.Tippranee       |                          |                  |
| Chatmanop             |                          |                  |
|                       |                          |                  |
| 13. Mr.Chongrak       |                          |                  |
| Sripunporn            |                          |                  |
+-----------------------+--------------------------+------------------+

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

12. Committees

The Board of Directors had appointed various committees to assist in the
corporate governance of the Company details of which were already stated
under No. 2.9 no. 1 Management Structure. Stated below are only the
development of each committee in the year 2003.

-Audit Committee

In 2003, Audit Committee has arranged a regular monthly meeting for 12
meetings to consider various matters under its normal responsible areas
and reported to the Board of Directors. The Board of Directors had
resolved in its meeting No. 3/2003 held on 12 March, 2003 to abort the
Remunerations Committee and assign the Audit Committee to take up the
roles and responsibilities of the Remunerations Committee instead so as
to be more independent. The additional authorities and responsibilities
are as follows:

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

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

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

There were altogether 4 meetings to consider remunerations for the
executives during the year 2003.

-Risk Control Committee

During the year 2003, there were altogether 14 meetings held to consider
various matters under its responsible duties and reported to the
Executive Board.

-Investment Committee

There were altogether 14 meetings held in the year 2003 to consider
various matters concerning the Company’s investment under normal
practice of its scope of authorization and reported to the Executive
Board.

-Purchasing Committee

13. Controlling System and Internal Audit

-   Controlling system and Internal Audit

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

  The Company has the Management Internal Control and Management
  Information System Department who is responsible for the internal
  auditing function of the Company to ensure that the Company’s business
  activities as well as its financial activities are run effectively and
  lawfully under the set directions. Moreover, the Compliance Unit of
  the Company will also assist in compliance control function. To assure
  the independency of the Management Internal Control Department and
  Compliance Unit, they were designated to report directly to the
  Executive Board and the Audit Committee who will finally report to the
  Board of Directors as well.

  The report on the Result of the Evaluation on the degree of
  sufficiency on the Company’s internal control system as of 15 Jan.,
  2004 evaluated by the Board of Directors showed that during the year
  2003, the Company’s internal control system were sufficient details of
  which are stated as follows:

• Organization and Environment

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

-   Risk Control Management

  The Company also emphasizes on minimizing risk in order to maintain
  stability in business. Risk Control Committee was set up to take care
  of the risk control management function. The committees’ members
  consist of management from both front and back offices’ staff. In
  2003, Risk Control Unit had been set up to examine and control as well
  as to give advices to protect any risks arisen especially from
  securities business operations. The Risk Control Unit is under the
  supervision of Vice Chairman of the Executive Board.

• Monitoring Management’s Operations

The Company has set a written and clear authority and responsibilities
in securities business area of each management level.

• Information System and Communications

The Company has utilized information technology to assist in internal
information system and communications of the Company. Notices from SET
or SEC or other Company’s rules and regulations, etc. are sent through
e-mail address of each department. Thus, the information can reach a
widespread receivers very fast and easy with only one click. Moreover,
Human Resources Homepage was created by the Human Resources Department
using the intranet system in order to communicate the information about
the Personnel rules & regulations or even Personnel Forms – leaves or
vacations, for employees could be found in the HR homepage.

• Follow-up System

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

14. Directors’ Reporting

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

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

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

  The Board of Directors had determined that the Company’s internal
  audit system as a whole was highly acceptable and was able to
  rationally confirm the reliability of the Company and its consolidated
  Company’s financial statement as of 31 December, 2003.

15. Relations with Investors

The Board of directors realizes the importance of disclosing correct,
timely and transparent information to the Company’s shareholders,
investors as well as to the public as a whole as it is useful for their
investment decision. Therefore, such information is disclosed through
the various channels provided by SET and SEC. The Managing Director’s
Office Department is presently responsible to communicate all the
information to the interested public before an Investor Relations Unit
could be set up. However, during the year 2003, the Chairman of the
Executive Board (who also held the position of Acting MD) was the one
who disclosed the information of the Company.

  (5) Human Resources

As of 31 December 2003, the Company had a total headcount of 200 persons
which can be categorized below:

  1. Marketing group (front office staff) 125 persons

  2. Investment Banking group 15 persons

  3. Operations group(back office staff) 30 persons

  4. Others 30 persons

Of which 45 persons were the branches’ staff and another 18 persons were
from the subsidiary company.

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

+---------------------+----------------+--------------+---------------+
| Types of            | Year 2001      | Year 2002    | Year 2003     |
| Remunerations       |                |              |               |
|                     |                |              |               |
| (Unit :Baht)        |                |              |               |
+---------------------+----------------+--------------+---------------+
| Salary              | 34,541,290.60  | 4            | 59,237,590.60 |
|                     |                | 9,865,986.10 |               |
+---------------------+----------------+--------------+---------------+
| Bonus               | 257,300.00     | 3            | 47,524,238.53 |
|                     |                | 3,415,735.03 |               |
+---------------------+----------------+--------------+---------------+
| Contribution on     | 910,187.18     | 1,381,046.23 | 1,646,085.77  |
| Provident Fund      |                |              |               |
+---------------------+----------------+--------------+---------------+
| Marketing Incentive | 6,876,304.73   | 2            | 1             |
|                     |                | 2,666,081.73 | 13,236,023.06 |
+---------------------+----------------+--------------+---------------+
| Others              | 3,447,092.52   | 3,278,811.37 | 4,795,840.38  |
+---------------------+----------------+--------------+---------------+
| Total               | 46,032,175.03  | 11           | 2             |
|                     |                | 0,607,660.46 | 26,527,785.33 |
+---------------------+----------------+--------------+---------------+

Personnel Development Policy

In 2003, the Company had developed Performance Management system to be a
tool in managing the staff’s performance in order to be used as factors
identifying training needs as well as the remunerations evaluation.

Additionally, the Company had developed job evaluation of each level of
the employee and adjusted the salary structure so that the employees
received a fair remunerations which were in line with the average
payment rate in the securities business industry.