[]

9. Management

9.1 Management Structure The Board of Directors consists of 3 Boards.
The Board is the Board of Directors, Board of Audit Committee and the
Recruitment and Remuneration Committee. The authorizations are as
follows :

(A) The Board of Directors has the duty to make recommendations and to
draw Company policy, working strategy and other visions of the Company’s
operation. As of December 31, 2008 the Board consisted of the following
13 members :

+-----------------+-------------------+------------+-----------------+
|   Name          | Position          | Type of    | Term of Duty    |
|                 |                   | Directors  |                 |
+-----------------+-------------------+------------+-----------------+
|   1. Mr.        | Chairman of the   | I          | April 25, 2007  |
|   Somboon       | Board             | ndependent | till the Annual |
|   Chinsawananon |                   | Director   | General         |
|                 |                   |            | Shareholders’   |
|                 |                   |            | Meeting in 2010 |
+-----------------+-------------------+------------+-----------------+
|   2. Mr. Saroch | Chairman of Audit | I          | April 29, 2008  |
|   La            | Committee and     | ndependent | till the Annual |
| mlertprasertkul | Vice-Chaiman of   | Director   | General         |
|                 | the Board of      |            | Shareholders’   |
|                 | Directorsr⁽¹⁾     |            | Meeting in 2011 |
+-----------------+-------------------+------------+-----------------+
|   3. Mr. Pravit | Audit Committee   | I          | April 29, 2008  |
|                 |                   | ndependent | till the Annual |
|  Tantiwasinchai |                   | Director   | General         |
|                 |                   |            | Shareholders’   |
|                 |                   |            | Meeting in 2011 |
+-----------------+-------------------+------------+-----------------+
|   4. Mr.        | Audit Committee   | I          | April 29, 2008  |
|   Phairat       |                   | ndependent | till the Annual |
|   Sittakul      |                   | D          | General         |
|                 |                   | irector(2) | Shareholders’   |
|                 |                   |            | Meeting in 2011 |
+-----------------+-------------------+------------+-----------------+
|   5. Mr.        | Director          | I          | April 25, 2007  |
|   Wattana       |                   | ndependent | till the Annual |
|   Chiengkul     |                   | D          | General         |
|                 |                   | irector(2) | Shareholders’   |
|                 |                   |            | Meeting in 2010 |
+-----------------+-------------------+------------+-----------------+
|   6. Mr.        | Director          | I          | April 29, 2008  |
|   Vorasit       |                   | ndependent | till the Annual |
|   Pokachaiyapat |                   | Director   | General         |
|                 |                   |            | Shareholders’   |
|                 |                   |            | Meeting in 2011 |
+-----------------+-------------------+------------+-----------------+
|   7. Mr. Kachen | Director          | I          | April 25, 2007  |
|   Benjakul      |                   | ndependent | till the Annual |
|                 |                   | Director   | General         |
|                 |                   |            | Shareholders’   |
|                 |                   |            | Meeting in 2010 |
+-----------------+-------------------+------------+-----------------+
|   8. Asst.      | Director          | Non        | April 25, 2007  |
|   Prof. Yuen    |                   | -executive | till the Annual |
|   Poovarawan    |                   | Director   | General         |
|                 |                   |            | Shareholders’   |
|                 |                   |            | Meeting in 2010 |
+-----------------+-------------------+------------+-----------------+
|   9. Mr. Sumeth | Director          | Non        | April 29, 2008  |
|                 |                   | -executive | till the Annual |
| Damrongchaitham |                   | Director   | General         |
|                 |                   |            | Shareholders’   |
|                 |                   |            | Meeting in 2011 |
+-----------------+-------------------+------------+-----------------+
|   10. Mr.       | Director          | Non        | April 29, 2008  |
|   Yongsak       |                   | -executive | till the Annual |
|                 |                   | Director   | General         |
|  Ekprachyasakul |                   |            | Shareholders’   |
|                 |                   |            | Meeting in 2011 |
+-----------------+-------------------+------------+-----------------+
|   11. Mr.       | Director and      | Executive  | April 26, 2006  |
|   Thanong       | Managing Director | Director   | till the Annual |
|   Chotisorayuth |                   | Authorized | General         |
|                 |                   | Signing    | Shareholders’   |
|                 |                   | Director   | Meeting in 2009 |
+-----------------+-------------------+------------+-----------------+
|   Name          | Position          | Type of    | Term of Duty    |
|                 |                   | Directors  |                 |
+-----------------+-------------------+------------+-----------------+
|   12. Mr.       | Director, Deputy  | Executive  | April 26, 2006  |
|   Viboolsak     | Managing          | Director   | till the Annual |
|   Udomvanich    | Director,and      |            | General         |
|                 | Company's         | Authorized | Shareholders’   |
|                 | Secretary         | Signing    | Meeting in 2009 |
|                 |                   | Director   |                 |
+-----------------+-------------------+------------+-----------------+
|   13. Mr.       | Director and      | Executive  | April 26, 2006  |
|   Pongsak       | Deputy Managing   | Director   | till the Annual |
|                 |                   |            | General         |
| Sivapatrakumpol |                   | Authorized | Shareholders’   |
|                 |                   | Signing    | Meeting in 2009 |
|                 |                   | Director   |                 |
+-----------------+-------------------+------------+-----------------+

Remark : ⁽¹⁾ The Company’s Board of Directors appointed Mr. Saroch
Lumlertprasertkul as Vice chairman of the Board of Directors on February
20, 2009.

⁽²⁾As of December 31, 2009, the said independent Director did not meet
the required qualifications to be independent Directors as stipulated by
the Company’s Board of Directors on November 12, 2008. The said
independent Director will still be in the position until the term is
expired.

The shares held by the Board of Directors are stipulated under the
Securities Exchange Commission Act (B.E. 2535), section 258 and
shareholders who are under such law in 2008 and 2007 are shown as follow
:

+----------------------+----------+----------+-------------+----------+
|   Name-Last name     | Number   |          |             | Remarks  |
|                      | of       |          |             |          |
|                      | shares   |          |             |          |
+----------------------+----------+----------+-------------+----------+
|                      | December | December | Number of   |          |
|                      | 31, 2008 | 31, 2007 | shares:     |          |
|                      |          |          | Increase    |          |
|                      |          |          | (Decrease)  |          |
|                      |          |          | during the  |          |
|                      |          |          | year        |          |
+----------------------+----------+----------+-------------+----------+
| 1. Mr. Somboon       | 155,842  | 155,842  | -           |          |
| Chinsawananon        |          |          |             |          |
+----------------------+----------+----------+-------------+----------+
| 2. Mr. Saroch        | None     | None     | -           |          |
| Lamlertprasertkul    |          |          |             |          |
+----------------------+----------+----------+-------------+----------+
| 3. Mr. Pravit        | None     | None     | -           |          |
| Tantiwasinchai       |          |          |             |          |
+----------------------+----------+----------+-------------+----------+
| 4. Mr. Phairat       | 6        | 6        | -           |          |
| Sittakul             | ,405,166 | ,405,166 |             |          |
+----------------------+----------+----------+-------------+----------+
| 5. Mr. Wattana       | 5        | 5        | -           |          |
| Chiengkul            | ,216,992 | ,216,992 |             |          |
+----------------------+----------+----------+-------------+----------+
| 6. Mr. Vorasit       | None     | None     | -           |          |
| Pokachaiyapat        |          |          |             |          |
+----------------------+----------+----------+-------------+----------+
| 7. Mr. Kachen        | 384,000  | 354,000  | 30,000      |          |
| Benjakul             |          |          |             |          |
+----------------------+----------+----------+-------------+----------+
| 8. Asst. Prof. Yuen  | 13       | 13       | -           |          |
| Poovarawan           | ,174,940 | ,174,940 |             |          |
+----------------------+----------+----------+-------------+----------+
| 9. Mr. Sumeth        | None     | None     | -           |          |
| Damrongchaitham      |          |          |             |          |
+----------------------+----------+----------+-------------+----------+
| 10. Mr. Yongsak      | None     | None     | -           |          |
| Ekprachyasakul       |          |          |             |          |
+----------------------+----------+----------+-------------+----------+
| 11. Mr. Thanong      | 14,8     | 14,8     | -           | **i      |
| Chotisorayuth        | 49,742** | 49,742** |             | ncluding |
|                      |          |          |             | the      |
|                      |          |          |             | Spouse's |
|                      |          |          |             | shares   |
+----------------------+----------+----------+-------------+----------+
| 12. Mr. Viboolsak    | 5        | 3        | 1,364,567   |          |
| Udomvanich           | ,064,852 | ,700,285 |             |          |
+----------------------+----------+----------+-------------+----------+
| 13. Mr. Pongsak      | 10       | 10       | -           |          |
| Sivapatrakumpol      | ,850,842 | ,850,842 |             |          |
+----------------------+----------+----------+-------------+----------+

The Directors who are authorized to sign on behalf of the Company
comprise of Managing director, and Deputy Managing director, with
signatures of at least two–thirds of authorized Directors and stamp of
Company's seal of approval.

Scope of Duties of the Board of Directors The Board of Directors has
duties to make decision and supervise the operation of the Company as
follows :

  1. To determine vision, mission, and strategy of the Company that
  includes the objective and financial target to support the stability
  and balanced and sustainable benefit for all elements concerned. This
  also includes the continuous value adding to the share holder.

  2. To practice according to the laws, stipulations, and regulations
  associated with business activity and also shareholders’ resolution,
  so that Company’s business interest will be maintained as to not
  result in conflict of interest which may affect the interest groups.

  3. To determine the management guideline and overall risk management,
  as effective risk management procedure may be realized.

  4. To assign the task of report on financial status and ensure the
  openness, clarity, transparent, and reliability of such report in
  accordance with rules that each departments are related.

  5. To supervise on the suitable communication channels between the
  Company and the shareholders and also interest groups

  6. To ensure the availability of the suitable system or mechanism of
  executives’ remunerations, creating a proper work incentive.

  7. To approve budget for financial activity such as budget for stock
  investment, loan, that will not result in the conflict of interest
  toward any Committee member.

With exception, the following matters are required for the Committees to
have approval from the shareholders’ meeting prior to undertaking the
plan.

  1. Issues prescribed by law have to be approved by for the resolution
  of general shareholders.

  2. Issue of related–party transactions with the value of item needed
  to be approved form the resolution of general shareholders according
  to the regulation or promulgation of the Stock Exchange of Thailand
  about related–party transaction of listed companies.

  3. Issue of buying or selling significant assets with the value needed
  to be approved from the resolution of general shareholders according
  to the regulation or promulgation of the Stock Exchange of Thailand
  about acquisition and disposal of assets of listed companies.

There was a review of duties of the Board of Directors in order to
harmonize with the Good Corporate Governance policy.

Moreover, the Company realized the importance of good supervision, as
the result, 11 out of 13 Directors completed the Director Accreditation
Program (DAP), Director Certification Program (DCP), the seminar course
named Role of the Compensation Committee (RCC) and D&O Insurance:
Mitigating Directors Liabilities Risk / Special Seminar and Company
Secretary Program (CSP), in which the training course was organized by
Thai Institute of Directors. The Directors also attended the training
course for Corporate Secretary Development Program, organized by Listed
Companies Association of Thailand.

Company Secretary/Secretary to the Boards of Directors : The Board of
Directors’ Meeting No.5/2007 dated November 3, 2007 has appointed Mr.
Viboolsak Udomvanich, a Director, to be the Company's secretary whose
qualification and experience deemed appropriate for the responsibility
in monitoring the Company to comply with the rules and the Company's
regulations, and also in line with principles of Good Corporate
Governance to allow effective management.

Scope of Duty for Company's Secretary

1.  To give initial recommendations to the Directors concerning the
    issues of legality, regulations, and a number of Company
    information, and follow through to ensure that all regulations are
    properly adhere to, including the report concerning changes which is
    deemed significant.

2.  To organize shareholders' meeting and the Board of Directors'
    meeting in accordance with the law and Company's rule.

3.  To record and report the issues in the shareholders' and the Board
    of Directors' meeting, and also keep track of activities that has
    been decided in the shareholders' and the Board of Director’s
    meeting.

4.  To ensure the openness of information which is in accordance with
    the Stock Exchange of Thailand, Securities and Exchange Commission,
    and other supervisory authority.

5.  To communicate with the shareholders, investor, supervisory
    authority, which also includes the dissemination of information the
    those interested public, and some interest groups.

6.  Performed any other assignments that delegated by the Board or
    Directors.

Moreover, the Company also realized the importance of good supervision,
the Board’s secretary also completed training course called “Corporate
Secretary Development Program” Class#17, organized by Thai Listed
Companies Association, sponsored by Stock Exchange of Thailand and Thai
Company Secretary Club.

(B) The Audit Committee As of December 31, 2008 the Audit Committee
consisted of the following 3 members and 1 member of Secretary of the
Audit Committee which consists of 3 independent Directors, where 2 of
the Directors possess the direct knowledge and understanding or
experience in accounting or finance, as the names are shown below :

+------------------+-----------------+--------------------------------+
|   Name           |   Position      |                                |
+------------------+-----------------+--------------------------------+
| 1. Mr. Saroch    | Chairman of     | Independent Director and has   |
| L                | Audit Committee | accounting experience          |
| amlertprasertkul |                 |                                |
+------------------+-----------------+--------------------------------+
| 2. Mr. Pravit    | Audit Committee | Independent Director and has   |
| Tantiwasinchai   |                 | accounting experience          |
+------------------+-----------------+--------------------------------+
| 3. Mr. Phairat   | Audit Committee | Independent Director           |
| Sittakul         |                 |                                |
+------------------+-----------------+--------------------------------+

Mr. Wachiratham Siriarchawattana, the manager of internal audit
division, is the secretary of the Audit Committee.

Scope of Duties of the Audit Committee

1.  Review to ensure the accuracy and adequacy of financial report

2.  Review to ensure the suitability and effectiveness of Internal
    Control and Internal Audit system and examine the independent of
    Internal Audit, including the approval of position transfer, hiring
    termination of the head of Internal Audit or other division
    responsible for Internal Audit.

3.  Review to ensure the Company’s practice is in compliance with
    regulation Security Exchange Commission and relevant law concerning
    the Company’s business.

4.  Consider, select, propose the nomination of independent person to
    perform the duty of Company’s Accounting Auditor and suggest
    remuneration for such person, including attend the meeting with
    Accounting Auditor without the presence of management by at least
    once a year.

5.  Consider related items and disclose them in accordance with the law
    and regulation of security exchange commission. This is to ensure
    that said items is reasonable and most beneficial to the Company.

6.  Prepare report of Audit Committees and discloses the information in
    the Company’s Annual Report under which the report be signed by the
    Audit Committees as follows :

    a.  an opinion on the accuracy, completeness and creditability of
        the Company's financial report,

    b.  an opinion on the adequacy of the Company's internal control
        system,

    c.  an opinion on the compliance with the law on securities and
        exchange, the Exchange's regulations, or the laws relating to
        the Company's business,

    d.  an opinion on the suitability of an auditor,

    e.  an opinion on the transactions that may lead to conflicts of
        interests,

    f.  the number of the audit committee meetings, and the attendance
        of such meetings by each committee member,

    g.  an opinion or overview comment received by the audit committee
        from its performance of duties in accordance with the charter
        and

    h.  other transactions which, according to the audit committee's
        opinion, should be known to the shareholders and general
        investors, subject to the scope of duties and responsibilities
        assigned by the Company's board of directors.

7.  Take any action as the Company assigned under the approval of Audit
    Committees

The Recruitment’ appointment and term of Audit Committees

The Company’s Board of Directors appointed Audit Committees as proposed
by the Recruitment and Remuneration Committees in which the
consideration criteria is made from Company’s Independent Directors and
at least 2 Directors must have accounting and finance knowledge, with
term of 2 years. The Audit Committees whose term is expired is permitted
to be re-appointed to the position once again, as found appropriate.

The Audit Committee held regular meeting by at least once every quarter
with the outside accounting audit, and also the accounting department,
and also report directly to the Board of Directors. Moreover, the Board
of Directors has pressed the emphasis on the importance of being
transparent and verifiable, therefore, it requests the Audit Committee
to hold joint meeting with accounting department without the present of
managing director at the meetings, but, however, under the
acknowledgement of them, and, Audit Committees meeting of 5/2008 dated
November 7, 2008 was a meeting between Audit Committees and Accounting
Auditor without the presence of management, and 1 meeting was held.

(C) The Recruitment and Remuneration Committees are appointed by the
Board of Directors. Their duty is to search and recruit individuals to
be positioned as Company’s managing director, head of the Directors,
executives, and also to follow up on succession plan to select
individuals suitable for higher executives position and reports directly
to the Board of Directors for approval, or to advise to the share
holders, in some cases. Moreover, the Committees also review the annual
remuneration for the management team to be commensurate with the
responsibility and comparable to the outside labor market of the same
industry, including the remuneration at the appropriate level with
respect to the business growth, the operation result rate of increase in
profit margin, as well as task and responsibility of committee,
sub-committee, and the Company executives, to submit the proposal at the
shareholder's meeting. As of December 31, 2008 the Recruitment and
Remuneration Committee comprises of three respectable individuals, 2
from independent Directors and 1 from Director :

  ---------------------- -------------------- ---------------------------
  Name                   Position             

  1. Mr. Somboon         Chairman of Board    Non-executive director and
  Chinsawananon          Directors            is an independent Director

  2. Mr. Vorasit         Director             Non-executive director and
  Pokachaiyapat                               is an independent Director

  3. Mr. Sumeth          Director             Non-executive director
  Damrongchaitham                             
  ---------------------- -------------------- ---------------------------

Scope of Duties of the Recruitment and Remuneration Committee

  1. Short–listing and selecting the candidates to be appointed in the
  position of managing director, senior executives. Follow up on
  succession plan to recruit the suitable individuals for the position
  of high executive when the term is expired.

  2. To determine method and criteria in recruiting the Directors and
  Managing director, so that the process remains transparent.

  3. To stipulate method and criteria short–listing of the candidates
  who possess the quality in advance from minority shareholders so as to
  treat all shareholders with fairness.

  4. To have legitimate power in calling for document or individual
  related to the case in point for consideration.

  5. To present the policy and criteria on payment of the remuneration
  for the Directors, Managing Director, Senior Executives, Advisors to
  the Board of Directors, Committees appointed by the Board of
  Directors.

  6. To consider the annual remuneration of the Directors, Managing
  Director, and Senior Executives, Advisors to the Board of Directors,
  and the Committees appointed by the Board of Directors.

  7. To perform the scope of duties as assigned by the Board of
  Directors.

Recruitment, Appointment, Term of duty for Recruitment and Remuneration
Committees

  The Board of Directors appointed Recruitment and Remuneration
  Committees for 2 year term.

As such, the method of candidate selection has been stipulated.
Nevertheless, criteria to determine the method of recruiting managing
director have been identified as follows :

1.  The Recruitment and Remuneration Committees determine the structure,
    size and constituents of the Board of Directors, and stipulate the
    quality of Directors to be replaced in terms of overall knowledge,
    experience, and expertise in compliance with the element and quality
    stated in the related laws/regulations.

2.  The Recruitment and Remuneration Committees determines the method of
    nominating the qualified candidate, including the procedure of
    nominating the qualified candidate in advanced from the minority
    shareholders.

3.  The Recruitment and Remuneration Committees begin the search and
    consider the name of suitable candidate for Directors.

4.  The Recruitment and Remuneration Committees selected the best
    candidate to be Directors and the recruitment result and nominated
    the name of person who is judged as the best candidate to be the
    Company’s Director, together with the reasons and propose to the
    Board of Directors through the Company’s secretary.

5.  The Board of Directors considered the selection of suitable
    candidate who possess the right quality as proposed by the
    Recruitment and Remuneration Committee and present the candidate in
    the shareholder’s meeting for consideration.

The Recruitment and Remuneration Committee has, in advance, identified
the method of nomination from the minority shareholders for the
qualification and quality of candidates that must be met, as can be
summarized below :

1.  An individual who nominate the qualified person to be Directors must
    be a shareholder of the Company, which may be a single or
    consolidation of multiple shareholder(s) who own(s) number of share
    according what has been specified by Recruitment and Remuneration
    Committee - that is to have the proportion of minimum share with no
    less than 5 percent of paid-up stocks in a continuous fashion at the
    minimum of 1 year and must hold shares at the date of nomination at
    the meeting or nominate the name of Directors together with
    certified document that show the ownership of share from the
    security company, other documents from Stock Exchange of Thailand or
    other document which show the ownership of share, and the consent
    document shown the name of nominated individual to be submitted to
    secretary of the Board of Directors.

2.  The nominated candidates must possess the right quality and is not
    prohibited by public laws, securities and exchange laws and Good
    Corporate Governance practices.

3.  Secretary of the Board of Directors presents the list of name to the
    Recruitment and Remuneration Committee for consideration of the
    suitability.

In 2008, the Recruitment and Remuneration Committee has held 1 meeting
and has reported to the Board of Directors.

In addition, the Company foresees the significant of Good Corporate
Governance. The Recruitment and Remuneration Committee has considered
the remuneration for 1 out of 3 committee member who has already
attended the training course named "Role of the Compensation Committee
(RCC)”, organized by Thai Institute of Directors.

(D) Company’s Executives as of December 31, 2008 with the total of 12
individuals, as follows: (The executive’s positions are ranked from 1 to
8 in accordance with the definition of SEC promulgation)

+----------------------------+-----------------------------------------+
| Name                       | Position                                |
+----------------------------+-----------------------------------------+
|   1. Mr. Thanong           | Director / Managing Director /          |
|   Chotisorayuth            | Authorized director to sign for and     |
|                            | bind the company                        |
+----------------------------+-----------------------------------------+
|   2. Mr. Viboolsak         | Director / Deputy Managing Director /   |
|   Udomvanich               | Authorized director to sign for and     |
|                            | bind the company / Company's Secretary  |
+----------------------------+-----------------------------------------+
|   3. Mr. Pongsak           | Director / Deputy Managing Director /   |
|   Sivapatrakumpol          | Authorized director to sign for and     |
|                            | bind the company                        |
+----------------------------+-----------------------------------------+
|   4. Mrs. Montalee         | Assistant Managing Director – SE–ED     |
|   Chotisorayuth            | Book Center                             |
+----------------------------+-----------------------------------------+
|   5. Mrs. Karnchana        | Assistant Managing Director – Sales and |
|   Charoenwong              | Distribution                            |
+----------------------------+-----------------------------------------+
|   6. Mrs. Nuchanart        | Assistant Managing Director – Magazines |
|   Kongvisaisuk             |                                         |
+----------------------------+-----------------------------------------+
|   7. Ms. Sajipat           | Director of Financial Division          |
|   Pumpuengput              |                                         |
+----------------------------+-----------------------------------------+
|   8. Ms. Aree Sae–ung      | Director of Accounting Division         |
+----------------------------+-----------------------------------------+
|   9. Mr. San Simasuwanrong | Director of Engineering Research and    |
|                            | Development                             |
+----------------------------+-----------------------------------------+
|   10. Mr. Viroj            | Director of HR Division & Organization  |
|   Lackanaadisorn           | Development                             |
+----------------------------+-----------------------------------------+
|   11. Mr. Apichit          | Director of Logistics                   |
|   Suananuntapoom           |                                         |
+----------------------------+-----------------------------------------+
|   12. Mr. Ekasit           | Director of Strategic Information       |
|   Wiwattanaprasit          | Administration                          |
+----------------------------+-----------------------------------------+

Report on changes of shares of Company’s Executives in 2008, date on
December 31, 2008

+---------------------+---------+---------+--------------+-----------+
| Name-Last name      | Number  |         |              | Remark    |
|                     | of      |         |              |           |
|                     | shares  |         |              |           |
+---------------------+---------+---------+--------------+-----------+
|                     | D       | D       | Number of    |           |
|                     | ecember | ecember |              |           |
|                     | 31,     | 31,     | shares:      |           |
|                     | 2008    | 2007    | Increase     |           |
|                     |         |         | (Decrease)   |           |
|                     |         |         | during the   |           |
|                     |         |         | year         |           |
+---------------------+---------+---------+--------------+-----------+
|   1. Mr. Thanong    | 12,     | 12,     | -            | Spouse of |
|   Chotisorayuth     | 937,242 | 937,242 |              | Mrs       |
|                     |         |         |              | .Montalee |
|                     |         |         |              | Choti     |
|                     |         |         |              | sorayuth. |
+---------------------+---------+---------+--------------+-----------+
|   2. Mr. Viboolsak  | 5,      | 3,      | 1,364,567    |           |
|   Udomvanich        | 064,852 | 700,285 |              |           |
+---------------------+---------+---------+--------------+-----------+
|   3. Mr. Pongsak    | 10,     | 10,     | -            |           |
|   Sivapatrakumpol   | 850,842 | 850,842 |              |           |
+---------------------+---------+---------+--------------+-----------+
|   4. Mrs. Montalee  | 1,      | 1,      | -            | Spouse of |
|   Chotisorayuth     | 912,500 | 912,500 |              | Mr.       |
|                     |         |         |              | Thanong   |
|                     |         |         |              | Choti     |
|                     |         |         |              | sorayuth. |
+---------------------+---------+---------+--------------+-----------+
|   5. Mrs. Karnchana | 193,600 | 193,600 | -            |           |
|   Charoenwong       |         |         |              |           |
+---------------------+---------+---------+--------------+-----------+
|   6. Mrs. Nuchanart | 1,      | 1,      | 20,000       |           |
|   Kongvisaisuk      | 553,800 | 533,800 |              |           |
+---------------------+---------+---------+--------------+-----------+
|   7. Ms. Sajipat    | 113,840 | 143,840 | (30,000)     |           |
|   Pumpuengput       |         |         |              |           |
+---------------------+---------+---------+--------------+-----------+
|   8. Ms. Aree       | None    | None    | -            |           |
|   Sae–ung           |         |         |              |           |
+---------------------+---------+---------+--------------+-----------+

Scope of Duty for Managing Director : The managing director is empowered
to act on behalf of all Directors in the following matters :

1.  To administer Company affairs, follow objectives and obligations,
    including procedures and resolutions issued by the Committee and
    assume authority to direct all professional staffs and employees. In
    managing Company business, the managing director is directly
    responsible on behalf of the Committee.

2.  To hire, position, appoint, and punish professional staffs and
    discontinue employment of staffs and employees, including the
    promotion, or salary adjustment. This directive excludes
    professional staff and employees who are employed, position, and
    punish and dismissed by a Committee, or procedural regulations.

3.  To determine the conditions of employment of professional staff and
    employees, to order or announce the procedure of administration and
    operation which does not obstruct the Company’s regulations, the
    Committee’s agreements, the labor law or other related laws.

4.  To operate any other business following Company regulations and the
    Committee’s agreement, including assigning operational functions to
    the Company’s officers and employees.

5.  To act and commit for endorsement of contracts permitted under
    license and any other contracts involving licenses with appropriate
    and careful consideration to prevent any violation of a license held
    by others.

6.  For any business related to external sources, the managing director
    and Authorized directors have the authority to act and commit within
    the scope of the authority, specified in regulation No.1, except any
    business in which the managing director and Authorized Directors
    might be in disagreement, or have some benefit from that business,
    or conflict with the Company or Company’s subsidiaries. Conclusion
    should be reached when the Committee meeting includes the
    independent Directors. To achieve the success, the managing director
    and the authorized Directors will assign any person as a
    representative to respond to that particular duty.

7.  In absence or unavailability of Managing director, the deputy
    managing director will act on his or her behalf for general routine
    work and report to the managing director afterwards, other than that
    the deputy managing director will request permission to proceed from
    the Chairman. When there is a vacancy for the position of Managing
    director, the acting Managing director will be selected from the
    list of directors or shareholders approved by the Board of
    Directors.

8.  The approval of over–budget item beyond what has earlier been agreed
    by the Board of Directors must been presented in the meeting of
    Board of Directors for considerations and approvals according the
    Company’s regulation or stipulated laws.

The Board of Director and management of the Company have qualification
in compliance with the article 68 of Public Company Limited Act (B.E.
2535) and possess no prohibited quality stipulated in the regulation of
Security Exchange Commission concerning the request and permission to
sell new shares. Moreover, no criminal records have been found for the
past 10 years.

The background detail of directors and executives are as in attached
document number 1.

9.2 Nomination of the Board of Directors and Executives : The
nominations and appointments of Board of Directors and Company’s
executives will be proceeded as follows :

Component and Appointment of Directors According to Company’s
regulations, the number of Directors will consist of no less than 5
persons and at least half of whom must have residence in the Kingdom.

Recruitment of Directors: Method of Recruiting Individual to be
Nominated as Director is as Follow:

1.  The Recruitment and Remuneration Committees determine the structure,
    size and constituents of the Board of Directors, and stipulate the
    quality of Directors to be replaced in terms of overall knowledge,
    experience, and expertise in compliance with the element and quality
    stated in the related laws/regulations.

2.  The Recruitment and Remuneration Committees determines the method of
    nominating the qualified candidate, including the procedure of
    nominating the qualified candidate in advanced from the minority
    shareholders.

3.  The Recruitment and Remuneration Committees begin the search and
    consider the name of suitable candidate for Directors.

4.  The Recruitment and Remuneration Committees selected the best
    candidate to be Directors and the recruitment result and nominated
    the name of person who is judged as the best candidate to be the
    Company’s Director, together with the reasons and propose to the
    Board of Directors through the Company’s secretary.

5.  The Board of Directors considered the selection of suitable
    candidate who possess the right quality as proposed by the
    Recruitment and Remuneration Committee and present the candidate in
    the shareholder’s meeting for consideration.

Election of Directors in Annual General Assembly

As for the Directors’ vote, the shareholder’s meeting will elect
Directors, whereby each shareholder has an equal voting right of 1 share
per vote.

In voting for the Directors, the vote to elect Director must be voted
one Director at a time.

Persons who receive the maximum number of votes that are ranged
according to the order of each candidates’ score received from the vote
will be elected as Directors, with the number of Directors equal to the
number of Director needed, at the time of election. If too many
candidates receive equal votes, they will draw for the raffle ticket to
determine final selection.

At general annual meeting, one–third of Directors will be retired. If
the number of Directors cannot be divided into three equal parts, the
number of retirements may be calculated to the nearest one–third.

Directors are not allowed to operate in any other business, or to become
partners or shareholders in other Company that operates in the same
business and compete with the Company, unless they have informed in the
shareholders’ meeting prior to the appointment.

Directors must inform the Company immediately of he or she benefit from
the contract signed with the Company, or from their decrement and
increment of bonds and shares of the Company and subsidiary companies.

The signatures of 2 out of 3 Directors, who have been appointed and
approved at the meeting of Board of Directors, together with the stamp
of the Company’s seal of approval, are thus resulted in a legal binding
for the Company. The Board of Directors can identify the name of
Director who will have the signing authority together with stamp of
Company's seal of approval for any Company's legal binding documents.

  Recruitment of Managing Director and Executives

For the position of Managing Director, the Recruitment and Remuneration
Committees will consider select the best suitable candidate whose
knowledge, ability, experience, and understanding of book business are
essential. Moreover, the candidate must manage to achieve objective or
the Board of Directors pre-determined goal, whereby the Recruitment and
Remuneration Committees will propose to the Board of Directors fir
appointment

For management executive position from position of Deputy Managing
Director to department director, the management will be responsible for
recruitment consideration of the most suitable person according to the
Human Resource management regulation, and report to the Board of
Directors to acknowledge, except when there is an appointment of head of
Internal Audit team, it must first be approved by the Audit Committees.

Directors Represent Main Shareholders as at December 31, 2008 the
Company has 2 Directors who represent main shareholders, 2 Directors are
representatives from GMM Grammy Public Company Limited.

9.3 Remuneration for Executives

The remuneration for Directors of the board and managing director, the
Board of Directors has appointed the Recruitment and Remuneration
Committee to consider the appropriateness and responsibility of each
director and managing director, circumstance, economic environment, and
relative compliance with other business within the similar industry.
However, the compensation of the Director of the Board of Directors,
Sub-committee to the board has already been approved at the
shareholder's general meeting.

(A) Compensation for the Company's Directors The resolution from
shareholders' general meeting number 1/2008, dated April 29, 2008, has
approved the compensation for directors as follows:

The salary compensation (same as in 2007) consists of

-   Chairman of the Board 15,000 baht per month.

-   Independent director and director 10,000 baht per month

Meetings allowance only for those directors who attend the meeting, for
the Board of Directors or Sub-committee of the Board of Directors
meeting, the Board of Directors may decide not to receive the allowance
in a particular meeting, which depends upon the judgment and collective
decision of the directors.

-   Allowance for Chairman of the Board for each director 20,000 Baht
    per meeting

-   Allowance for the Board of Directors for each director 10,000 Baht
    per meeting

-   Allowance for Sub-committee to the Board of Directors

    -   Chairperson of each Sub-committee 10,000 Baht per meeting

    -   Each Sub-committee member 7,000 Baht per meeting

For lump sum retirement pay for year 2007: The resolution from
shareholder's general meeting number 1/2008 dated April 29, 2008,
approved the lump sum retirement pay for year 2007 for the budget of no
more than 3,420,000 Baht, an increase from the previous year by THB
780,000, matching the average of listed companies in the stock exchange
in the same scale of business operation.

Moreover, the Annual General Shareholder’s Meeting 1/2008 approved the
lump sum retirement payment for 2008 is no more than THB 4,000,000 by
assigning the Recruitment and Remuneration Committees considered
suitable payment allocation, and report to shareholders in the following
year of shareholders’ meeting. The meeting of Recruitment and
Remuneration Committees 1/2009 dated February 20, 2009 approved the
allocation of lump sum retirement payment for 2008 by the amount of THB
3,420,000 which is equal to the sum of payment for same purpose in 2007
and the remaining sum left unallocated was THB 580,000.

Remuneration for Board of Directors consists of 13 persons as of year
2008 are as following:

  (Unit : Baht)

+---------------+-----------+-----+------+-------+------+-----+-----+
| Items         | Position  | Rem |      |       |      | Rem | To  |
|               |           | une |      |       |      | une | tal |
|               |           | rat |      |       |      | rat |     |
|               |           | ion |      |       |      | ion |     |
|               |           | as  |      |       |      | f   |     |
|               |           | of  |      |       |      | rom |     |
|               |           | po  |      |       |      | po  |     |
|               |           | sit |      |       |      | sit |     |
|               |           | ion |      |       |      | ion |     |
|               |           | and |      |       |      |     |     |
|               |           | m   |      |       |      | 2   |     |
|               |           | eet |      |       |      | 007 |     |
|               |           | ing |      |       |      |     |     |
|               |           | all |      |       |      |     |     |
|               |           | owa |      |       |      |     |     |
|               |           | nce |      |       |      |     |     |
|               |           | 2   |      |       |      |     |     |
|               |           | 008 |      |       |      |     |     |
+---------------+-----------+-----+------+-------+------+-----+-----+
|               |           | The | The  | The   | Em   |     |     |
|               |           | Bo  | A    | R     | olum |     |     |
|               |           | ard | udit | ecrui | ents |     |     |
|               |           | of  | Co   | tment |      |     |     |
|               |           | Dir | mmit | and   |      |     |     |
|               |           | ect | tee* | Re    |      |     |     |
|               |           | ors |      | muner |      |     |     |
|               |           |     |      | ation |      |     |     |
|               |           |     |      | Commi |      |     |     |
|               |           |     |      | ttees |      |     |     |
+---------------+-----------+-----+------+-------+------+-----+-----+
| 1. Mr.        | Chairman  | 80, | -    | 1     | 180  | 4   | 6   |
| Somboon       | of the    | 000 |      | 0,000 | ,000 | 00, | 70, |
| Chinsawananon | Board and |     |      |       |      | 000 | 000 |
|               | In        |     |      |       |      |     |     |
|               | dependent |     |      |       |      |     |     |
|               | Director  |     |      |       |      |     |     |
+---------------+-----------+-----+------+-------+------+-----+-----+
| 2. Mr. Saroch | Chairman  | 30, | 50   | -     | 120  | 3   | 5   |
| Laml          | of Audit  | 000 | ,000 |       | ,000 | 00, | 00, |
| ertprasertkul | Committee |     |      |       |      | 000 | 000 |
|               | and       |     |      |       |      |     |     |
|               | In        |     |      |       |      |     |     |
|               | dependent |     |      |       |      |     |     |
|               | Di        |     |      |       |      |     |     |
|               | rector⁽¹⁾ |     |      |       |      |     |     |
+---------------+-----------+-----+------+-------+------+-----+-----+
| 3. Mr. Pravit | Audit     | 40, | 35   | -     | 120  | 2   | 4   |
| T             | Committee | 000 | ,000 |       | ,000 | 80, | 75, |
| antiwasinchai | and       |     |      |       |      | 000 | 000 |
|               | In        |     |      |       |      |     |     |
|               | dependent |     |      |       |      |     |     |
|               | Director  |     |      |       |      |     |     |
+---------------+-----------+-----+------+-------+------+-----+-----+
| 4. Mr.        | Audit     | 40, | 35   | -     | 120  | 2   | 4   |
| Phairat       | Committee | 000 | ,000 |       | ,000 | 80, | 75, |
| Sittakul      | and       |     |      |       |      | 000 | 000 |
|               | In        |     |      |       |      |     |     |
|               | dependent |     |      |       |      |     |     |
|               | Director  |     |      |       |      |     |     |
+---------------+-----------+-----+------+-------+------+-----+-----+
| 5. Mr.        | Director  | 40, | -    | -     | 120  | 2   | 4   |
| Wattana       | and       | 000 |      |       | ,000 | 40, | 00, |
| Chiengkul     | In        |     |      |       |      | 000 | 000 |
|               | dependent |     |      |       |      |     |     |
|               | Director  |     |      |       |      |     |     |
+---------------+-----------+-----+------+-------+------+-----+-----+
| 6. Mr.        | Director  | 30, | -    | 7,000 | 120  | 2   | 3   |
| Vorasit       | and       | 000 |      |       | ,000 | 40, | 97, |
| Pokachaiyapat | In        |     |      |       |      | 000 | 000 |
|               | dependent |     |      |       |      |     |     |
|               | Director  |     |      |       |      |     |     |
+---------------+-----------+-----+------+-------+------+-----+-----+
| 7. Mr. Kachen | Director  | 40, | -    | -     | 120  | 2   | 4   |
| Benjakul      | and       | 000 |      |       | ,000 | 40, | 00, |
|               | In        |     |      |       |      | 000 | 000 |
|               | dependent |     |      |       |      |     |     |
|               | Director  |     |      |       |      |     |     |
+---------------+-----------+-----+------+-------+------+-----+-----+
| 8. Asst.      | Director  | 40, | -    | -     | 120  | 2   | 4   |
| Prof. Yuen    |           | 000 |      |       | ,000 | 40, | 00, |
| Poovarawan    |           |     |      |       |      | 000 | 000 |
+---------------+-----------+-----+------+-------+------+-----+-----+
| 9. Mr. Sumeth | Director  | 40, | -    | 7,000 | 120  | 2   | 4   |
| Da            |           | 000 |      |       | ,000 | 40, | 07, |
| mrongchaitham |           |     |      |       |      | 000 | 000 |
+---------------+-----------+-----+------+-------+------+-----+-----+
| 10. Mr.       | Director  | 40, | -    | -     | 120  | 2   | 4   |
| Yongsak       |           | 000 |      |       | ,000 | 40, | 00, |
| E             |           |     |      |       |      | 000 | 000 |
| kprachyasakul |           |     |      |       |      |     |     |
+---------------+-----------+-----+------+-------+------+-----+-----+
| 11. Mr.       | Director, | 40, | -    | -     | 120  | 2   | 4   |
| Thanong       | Managing  | 000 |      |       | ,000 | 40, | 00, |
| Chotisorayuth | Director  |     |      |       |      | 000 | 000 |
|               | and       |     |      |       |      |     |     |
|               | A         |     |      |       |      |     |     |
|               | uthorized |     |      |       |      |     |     |
|               | director  |     |      |       |      |     |     |
|               | to sign   |     |      |       |      |     |     |
|               | for and   |     |      |       |      |     |     |
|               | bind the  |     |      |       |      |     |     |
|               | company   |     |      |       |      |     |     |
+---------------+-----------+-----+------+-------+------+-----+-----+
| 12. Mr.       | Director, | 40, | -    | -     | 120  | 2   | 4   |
| Viboolsak     | Deputy    | 000 |      |       | ,000 | 40, | 00, |
| Udomvanich    | Managing  |     |      |       |      | 000 | 000 |
|               | Director, |     |      |       |      |     |     |
|               | A         |     |      |       |      |     |     |
|               | uthorized |     |      |       |      |     |     |
|               | director  |     |      |       |      |     |     |
|               | to sign   |     |      |       |      |     |     |
|               | for and   |     |      |       |      |     |     |
|               | bind the  |     |      |       |      |     |     |
|               | company   |     |      |       |      |     |     |
|               | and       |     |      |       |      |     |     |
|               | Company's |     |      |       |      |     |     |
|               | Secretary |     |      |       |      |     |     |
+---------------+-----------+-----+------+-------+------+-----+-----+
| 13. Mr.       | Director, | 40, | -    | -     | 120  | 2   | 4   |
| Pongsak       | Deputy    | 000 |      |       | ,000 | 40, | 00, |
| Si            | Managing  |     |      |       |      | 000 | 000 |
| vapatrakumpol | Director  |     |      |       |      |     |     |
|               | and       |     |      |       |      |     |     |
|               | A         |     |      |       |      |     |     |
|               | uthorized |     |      |       |      |     |     |
|               | director  |     |      |       |      |     |     |
|               | to sign   |     |      |       |      |     |     |
|               | for and   |     |      |       |      |     |     |
|               | bind the  |     |      |       |      |     |     |
|               | company   |     |      |       |      |     |     |
+---------------+-----------+-----+------+-------+------+-----+-----+
|               |           | 5   | 120  | 2     | 1    | 3,4 | 5,7 |
|               |           | 40, | ,000 | 4,000 | ,620 | 20, | 24, |
|               |           | 000 |      |       | ,000 | 000 | 000 |
+---------------+-----------+-----+------+-------+------+-----+-----+

Comparison Chart for the Directors' Compensation year 2008, 2007, and
2006

(Unit : Baht)

  ------------------------ -------- ----------- -------- ----------- -------- -----------
  Compensation             2008                 2007                 2006     

                           Number   Amount      Number   Amount      Number   Amount

  Gratuity of retirement   13       3,420,000   13       2,640,000   13       2,200,000
  fund                                                                        

  Director's compensation  13       2,304,000   13       2,420,000   13       2,384,000

  Total                             5,724,000            5,060,000            4,584,000

  Compensation per                  440,307              389,230              352,615
  director per year                                                           

  Average compensation of           N/A                  574,005              455,545
  media and printing                                                          
  industry ⁽¹⁾                                                                

  ⁽¹⁾ Information about                                                       
  Compensation for                                                            
  directors and                                                               
  executives, average                                                         
  compensation of                                                             
  directors within the                                                        
  same industry are from                                                      
  the survey conducted by                                                     
  Stock Exchange of                                                           
  Thailand                                                                    
  ------------------------ -------- ----------- -------- ----------- -------- -----------

(B) Executives' Compensation

The Recruitment and Remuneration Committee will be a group to assess the
performance of managing director and also consider the determination of
compensation for managing director according to the said criteria. For
the result of managing director' assessment, the Recruitment and
Remuneration committee will be submitted to the Board of Directors to
acknowledge and approve.

For the Compensation of high executives, the Recruitment and
Remuneration Committee will determine the criteria and structure of
executives compensation, which will consider them according to the
principle and policy specified by the Board of Directors and also in
accordance with the Company performance as well as the performance of
each director. The managing director will be the person to consider the
appropriateness in identifying the compensation of each individual staff
and also the annual pay-rise of salary for high executives, and report
all the reasonable compensation increase to the Board of Directors for
later acknowledgment.

Remuneration for management Directors and management executives for the
first 4 executives next to the position of Managing Director and every
executive in the same level as fourth management executive in total of 6
executives (in exclusion of the director of financial division and the
director of accounting division) which can be illustrated in the table
below.

Table show the remuneration of management as defined by SEC in total of
6 individual (not include Finance Director, Accounting Director)

+---------------------------------------+-------------+----------------+
| Items                                 | Cash        |                |
|                                       | R           |                |
|                                       | emuneration |                |
+---------------------------------------+-------------+----------------+
|                                       | Amount      | Total          |
|                                       |             |                |
|                                       | (Unit)      | (Baht)         |
+---------------------------------------+-------------+----------------+
| Salaries                              | 6           | 15,053,640     |
+---------------------------------------+-------------+----------------+
| Bonus                                 | 6           | 4,581,772      |
+---------------------------------------+-------------+----------------+
| Other Remuneration :-                 |             |                |
+---------------------------------------+-------------+----------------+
| - Contributions for the Provident     | 6           | 752,688        |
| Fund                                  |             |                |
+---------------------------------------+-------------+----------------+
| - Vehicle Expense                     | 6           | 720,000        |
+---------------------------------------+-------------+----------------+
| - Living expenses                     | 6           | 18,000         |
+---------------------------------------+-------------+----------------+
| Total                                 |             | 21,126,100     |
+---------------------------------------+-------------+----------------+

9.4 Good Corporate Governance The Company stresses the importance of the
good corporate governance and establishes the good governance process in
a consistent manner. The Company training all staffs to be consciously
aware of business ethic in treating customer, trading partners,
competitors, society, colleagues with virtue, transparent, as role
model, social responsibility, honesty, equality, right; and right of
staffs, Directors, shareholders, trading partners until it turn into the
Company organization’s cultural strength, which has long been practiced
ever since its establishment 34 years ago. “SE-ED seeks to do business
in the areas that promote education for knowledge in the fields that is
necessary to the national development operates in the business that will
make "Thais Smarter" by developing the sustainable business with a
continuous earning growth at the above the industry average, being a
role model company that can create work result deems beneficial and
accepted by society at large with happy staffs, and able to deliver and
maintain an attractive long-term investment returns at the satisfaction
level.”

Therefore, this organization culture is the Company’s strength, making
the Good Corporate Governance practice to succeed much easier, faster,
and more substantial. When the Stock Exchange of Thailand suggested the
15 points of principles for good corporate governance as general
guidelines to the listed companies, the Company can adjust to build
relationships with Company’s operation without much effect.

The Board of Directors has appointed the Audit Committees who are
instrumental and driving force in auditing all Company’s operation and
administration up to the acceptable standard and at the right direction,
by revised all policy in relation to Good Corporate Governance and
ethical code book to suit the environment and being abreast of the
times. This also includes the duty of reviewing the policy on Corporate
Good Governance and regularly report to the Board of Directors with
regards to the action taken to meet the stated policy as mentioned in
Corporate Good Governance policy.

The Board of Directors has clearly stipulated policy concerning the
employment position in other Company and number of Company that
Directors, managing director, and Company’s senior executives can be
employed to allow effective serving of duty. As of December 31, 2008,
none of the Board of Directors member is positioned in more than 5
publicly listed companies.

The Board of Directors and senior executive are aware of the importance
of knowledge development and experience in performing of duty. The 84%
of Directors has already attended the training course from Thailand
Institute of Directors (IOD). In addition, for every change of new
Directors, the Board of Directors has provided useful documents and
information for new Directors, which include business information and
direction.

The Board of Directors has prepared the development and succession plan
of the managing director and senior executives for the readiness in case
managing director and senior executives cannot perform the duty.

As the company has granted significance in development of good corporate
governance thoroughly, the determination to do business transparently
has resulted in 2008 as follow :

-   Received the “Excellent” (5 stars) award for Corporate Governance
    Report of Thai Listed Companies 2008 arranged by Thai Institute of
    Directors shared with other 22 companies amongst 448 listed
    companies. Only SE-ED was one of the six companies in the group of
    medium cap and small cap size companies while others were in SET 100
    group in energy business and financial business.

-   Received Best Shareholder Treatment Awards 2008 arranged by The
    Thailand Securities Depository Co., Ltd. (TSD) corporate with Stock
    Exchange of Thailand, Thai Investors Association, Thai Listed
    Companies Association and Thai Investor Relations Club. There were 6
    companies granted this award while only SE-ED was not in the SET 100
    and 4 of them were in SET 50 and one in the SET 100 (not in SET 50).

-   One of three companies outside SET group for final round IR
    Excellence Awards 2008 arranged by Stock Exchange of Thailand and
    financial and banking magazine.

-   One of ten companies for final round Corporate Social
    Responsibilities Awards 2008 arranged by Stock Exchange of Thailand
    and financial and banking magazine. SE-ED was only company not in
    SET 50 and SET 100

-   The company was rated as “Excellent” in the 2007 and 2008 valuation
    in the Annual General Meeting (AGM) of the shareholders by the
    Securities and Exchange Commission in cooperate with the Listed
    Companies Association and the Thai Investors Association. The
    company has been in the group of over 100 points (normal full grade
    was 100 points with special bonus not more than 10 points to be
    total of 110 points) which has been praised as good example from
    SEC. The objective of this appraisal was to increase awareness of
    stockholders’ rights and good corporate governance principles.

  In 2008 achieved 107.50 points (The highest score, including the
  bonus, goes to 110 points) with appraised as one of 74 companies
  praised as good example from SEC from overall 486 firms.

  In 2007 achieved 103.75 points (The highest score, including the
  bonus, goes to 110 points) appraised as one of 19 good corporate
  examples from SEC from an overall of 460 firms.

  With such an excellent appraisal it reflects the way the meeting is
  organized under Corporate Good Governance, transparent, and offering
  opportunity for shareholders to query and response to the question
  made until all questions are fully answered.

From such result, it reflects the determination of Company’s Board of
Directors, executives and all the Company’s staffs who see the
importance of business transparency, fairness to all parties and
retraceable.

Policy Good Corporate on Governance The Board of Directors is aware of
the importance of good corporate governance to increase transparency,
competitiveness and confidence to the shareholders, the investors and
the involved parties. So, it has prescribed in written format the policy
on Good Corporate Governance and also revised and updated the policy on
Good Corporate Governance and business ethic handbook that are suitable
for the business environments and more international, by stipulating
that the revision of Good Corporate Governance policy shall be made once
a year. In 2006, the Audit Committees has prescribed additional good
practice guidelines to ensure the clear direction to be used by all
executives and staffs. In 2008, the Audit Committee and the Board of
Directors has reviewed the principle of Corporate Good Governance that
has been revised in the 6th Edition since 2001, by revising main points
below:

1.  Amendment of independent Director’s qualifications

2.  Amendment of Audit Committees’ qualifications

The Board of Directors has prescribed the policy of good corporate
governance as follows :

1.  The Board of Directors, all management and staffs are determined to
    engage in practicing Good Corporate Governance in the Company and
    organize management structure that offer linkage between the Board
    of Directors, management, shareholders, and stakeholders.

2.  Shareholders will be treated with fairness and have their rights in
    access to information and available channel of communication with
    the Company.

3.  The Board of Directors will facilitate all minority shareholders in
    permission to add number of minority shareholders’ meeting prior to
    the date of shareholders’ meeting, which also includes a clear
    guideline of practice.

4.  The Board of Directors will engage in the release of business
    information with regards to finance and non-finance information
    adequately, reliably, timely, transparently, fairly to all
    shareholders, investors and Company’s Stakeholders.

5.  The Board of Directors will establish a unit in the Company to deal
    with shareholders, investors, auditing the business communication
    with good governance office.

6.  The Board of Directors will promote the co-operation between the
    Company and the Stakeholders, and also determines the communication
    channel between them.

7.  The Board of Directors may appoint other Committee(s) to consider
    the monitoring of task as suitable.

8.  The Board of Directors has the role in determining the vision,
    mission, financial target, risk, work plan, and also monitor and
    control the work in accordance with the policy and plan as
    effectively prescribed.

9.  The Board of Directors has the role in promoting the business ethic
    in written form and also promote the activity that support good
    ethical conducts of Directors, management, and staffs.

10. The Board of Directors will conduct the annual self-evaluation
    activity to create auditing framework of the Board of Directors.

11. The Board of Directors will organize a recruitment System for
    individuals who will be responsible for management position through
    transparent and sufficient process of selection.

Moreover, in 2008, the Company also translates the policy on Corporate
Good Governance into English to inform investors. For the principle of
good practices, and business ethic for Corporate Good Governance, please
search and view the information from our investor website on
www.se-ed.com/ir

The Audit Committees and the Board of Directors reviewed and improved
the contents in the handbook of principle of Corporate Good Governance,
guidelines, ethic, and environment and social policy to its completeness
and accurate as comply to the regulations of Security Exchange
Commission and also follow the principle of Good Corporate Governance
for listed company 2006 which is illustrated in 5 different sections
which are:

1. Shareholders’ right

2. Equal treatment to all shareholders

3. Stakeholders role

4. Information disclosure and transparency

5. The Board of Directors’ responsibility

The Board of Directors has requested Directors to review the works,
problems, and all difficulties in the past years, by having them perform
self-evaluation tasks that is to permit the evaluation of the whole
group of the Board, and also permit individual evaluation, so that the
result of evaluation can be used to analyze the Director performance and
use all recommendation for future improvement. Moreover, the Board of
Directors has promoted and supported the Directors to develop knowledge
by attending the Directors training course at the Thailand Institute of
Directors (IOD) or stock exchange of Thailand or other related business
units to increase knowledge and to allow chances in exchange of
experience with Directors from other listed companies.

The Board of Directors is aware of the important of promoting the duty
and responsibility of Directors, executives, and staffs to be in
accordance with the principle of Good Corporate Governance, as
stipulated by the Board of Directors. Thus, the Board of Directors has
undertaken a communication of Good Corporate Governance policy and
business ethic, and policies on environmental and social issues to the
management and staffs through communication channel in a consistent
fashion.

-   Handbook "Policy for Good Corporate Governance"

-   Annual staff conference

-   Annual planning conference

-   Company intranet system and investor relation website

-   Company's e - mail.

-   Company's public relation sign board

Shareholders : Rights and Equitable Treatment

The Company’s Board of Directors is aware of ownership right in
controlling the company through appointment of the Board of Directors to
act on behalf of shareholders and maintains the right to decide on the
major change of the Company’s Board of Directors. Therefore, it seeks to
support the shareholders to exercise their rights as bestowed upon by
the stipulated basic shareholders’ right which are the right to
buy-sell, or transfer stocks, sharing profit, receipt of adequate
information regarding the business, and the shareholders should learn
about the rule and procedure in attending the shareholders’ meeting and
permitting adequate information for consideration before the meeting.
This also includes the opportunity to query the Directors both during
the meeting or in advance submission of query request. The Company’s
Board of Directors is aware and put the emphasis on the importance of
shareholders’ right. It seeks not to infringe upon or evict the
shareholders’ right.

The Board of Directors has set a schedule for an annual shareholders’
meeting within 4 months from the end of accounting’s year. And in case
of necessity for special meeting which may arise from the needs to
resolve the issue that may affect the interest of shareholders with
regards to laws, regulations that must be approved by shareholders, the
Board of Directors will call for extra meeting for Shareholder.

In organizing shareholders’ meeting, the Company’s Board of Directors
stresses the important of shareholders’ right, beginning with the date
of meeting which is not a long holiday or national holiday and
appointment time for meeting should not be to early or to late in the
evening and the meeting place should be held in the place where
transportation is relatively convenient. Moreover, the Company proceeds
to send the invitation with the details of meeting agenda, along with
Directors’ opinions, the details of agenda to consider the important
reasons, positive and negative impact in each agenda, authorization
documents in 3 formats as defined by laws, and list of independent
Directors along with suggestions for proxy authorization procedure so
that the shareholders can assign proxy on behalf of them to attend the
meeting, and declared the preparation of customs stamp to serve the
proxy without charge. This includes the map of place for meeting for
shareholders for at least 14 days in advance before the meeting day, a
common practice since 2004, and also announced through daily newspaper
for a minimum of 3 consecutive day, and 3 days before the meeting day,
to allow time for shareholders of the incoming meeting. It must be noted
that for the general shareholders’ meeting in 2008, the Company will
openly post invitation message calling for shareholders’ meeting and
also the annual report 2007 on the Company’s website for at least 30
days in advance, and mail the invitation documents through registration
office 22 days in advance of meeting date.

Shareholder: Right of Shareholder and Equal treatment practice

Shareholder’s Meeting

In the shareholder's meeting of 2008, the Board of Directors has
appointed the Company's secretary to inform the shareholders through
Stock Exchange of Thailand and Company's investor relations website that
the shareholders can request for addition meeting agenda, nomination of
candidate for the post of managing director, as well as the advance
inquiry. The Board of Directors has specified the date of request from
November 1, 2007 to January 31, 2008, which can be requested directly to
Company's secretary, investor relation division, or through website, by
suggesting meeting’s agenda and nominated the name of Directors 6 months
in advance. However, there was no shareholder who requested for
additional meeting agenda and the nomination of candidate for the
managerial position. For the advance inquiry, the Company has allowed
the acceptance of inquiry till the day of shareholder's meeting.

In the shareholder's meeting of 2009, the Board of Directors has
appointed the Company's secretary to inform the shareholders through
Stock Exchange of Thailand and Company's investor relations website that
the shareholders can request for addition meeting agenda, nomination of
candidate for the post of managing director, as well as the advance
inquiry. The Board of Directors has specified the date of request from
November 3, 2008 to January 30, 2009, which can be requested directly to
Company's secretary, investor relation division, or through website, by
proposing the meeting agenda, and name of person for the position as
Directors 6 months in advance and the Company have illustrated the
principles and methods used on the website of investor relations since
November 3, 2008. However, there was no shareholder who requested for
additional meeting agenda, nomination of candidate for the managerial
position. For the advance inquiry, the Company has allowed the
acceptance of inquiry till the day of shareholder's meeting.

Delivery of meeting invitation document

In shareholders’ meeting, the Board of Directors has placed priority to
the Shareholder’s right, by sending the meeting invitation letter with
meeting details, along with the Committees’ opinion to consider the
noteworthiness of inquiry, the positive and negative effect in each
period of meeting, authorization letter, and name of independent
Director(s) together with advise in authorization paper that allow
shareholder choices to choose someone to represent them in the
Shareholder’s meeting. This includes the map of place for meeting for
shareholders for at least 14 days in advance before the meeting day.
This has been the Company practice since 2004, and also announced
through daily newspaper for a minimum of 3 consecutive day, and 3 days
before the meeting day, to allow time for alarming shareholders of the
incoming meeting. It must be noted that for the general shareholders’
meeting in 2008, the Company will openly post invitation message calling
for shareholders’ meeting on the Company’s website for at least 30 days
in advance, and annual report for 2007 be fully released on the website
22 days prior to the actual meeting.

Date of Shareholders’ meeting and Meeting procedure.

The Company attempted to improve the process of shareholders’ meeting to
ensure the suitability consistently, particularly after 2005 onward. It
adhere to the principle that every shareholder should have equal
opportunity in receiving the information and also equal chance for
shareholders’ right, including the right to voice opinion or to offer
suggestion that is beneficial to the Company.

For the registration for meeting, the Company will allow registration
for at least 2 hours prior to the beginning of actual meeting and
continue to do so until the meeting is over - a regular practice since
2005. In addition to that, the Board of Directors will also seek to
serve the shareholders with the staffs and adequate number of computer.
In the general shareholders' meeting 2007, the Company, for the first
time, started using barcode system for registration purposes to
facilitate the shareholders, as well as an arrangement to print voting
card in each meeting agenda for every shareholder.

The Company prepared staffs to serve shareholders in acquiring
information and serve the query points. Moreover, welcoming meal is
organized for attended shareholders.

For those shareholders who were convenient to attend the meeting by
themselves, the Company allowed the shareholders to authorize an
independent Director for at least 1 individual or authorize the managing
director or the Company's secretary to attend the meeting and vote in
representation. In the general shareholders' meeting 2008, there are
shareholders who request for representative authorization as:

-   1 shareholders authorized Mr. Somboon Chinsawananon, the chairman of
    the Board of Directors and also an independent

-   11 shareholders authorized Mr. Saroch Lamlertprasertkul, the
    chairman of audit and an independent Director

-   28 shareholders authorized Mr. Phairat Sittakul, an Audit Committee
    and Independent Director

-   41 shareholders authorized Mr. Viboolsak Udomvanich, director and
    the Company's secretary

Prior to the meeting, the Company played DVR introducing the Company
history, its annual operating results to all shareholders to learn about
the Company information before the start of the meeting. Before the
meeting really begins, the Chairman will explain the method of voting
and counting. The counting of vote will be illustrated and the results
of every step in the meeting room will also be summarized. In case the
shareholders cannot attend the meeting, the Company allow the
shareholder to authorize someone, independent Director(s), Managing
Director, or Company’s secretary represent them in the meeting. During
the meeting, the Company provides adequate time and allows a fair chance
for shareholders to ask questions. The Directors who is related to that
question, particularly Chairman of auditor Committee, Chairman of
Committee and Managing Directors, including the high-level executives in
the area of accounting, finance, internal audit and accounting audit to
attend the meeting at the same time to answer some of the questions in
the meeting. The Chairman will moderate the meeting according to the
scheduled meeting agenda. But such meeting will not allow an
un-announced meeting agenda, with the total time of 2 hours and a half.

The Company’s Board of Directors emphasizes the importance of attending
the general shareholders’ meeting to answer question and listen to the
concerns. In the general shareholders’ meeting in 2008, all 13 Directors
attended the meeting which included the high-level executives for
accounting, finance, internal audit, accounting audit, and law
consultant to answer variety of questions from the shareholders.

The significant agenda for shareholders’ meeting are as follows :

-   Operating result : The Company has declared the details information
    about the Company’s operating result, profit, revenue, expenses, and
    summary of operation on the chart.

-   The Appointment of the Board of Directors : The Company allows
    opportunity for shareholders to select the Directors of the Board of
    each individual, by providing details of history, and inform
    shareholders about the vision of each director before voting begin.
    In case of former directors being the candidate, the details of the
    board meeting participation will also be fully provided.

-   Auditors Appointment : SE-ED details the name of auditors, auditor’s
    office, remuneration, the reason for auditors selection, the past
    year performance quality and Company’s relationship.

-   Profit Allocation : The Company supplies details on profit
    allocation and reserve fund, dividend regarding Company’s dividend
    payment policy as well as the registered book closing date in order
    to give right of receiving dividend.

-   The Board of Directors’ Remuneration : The Company provides offered
    remuneration details which are based on policies and conditions of
    the Board of Directors’ remuneration. Those aspects are considered
    by Committee regarding remuneration

In the voting, the shareholders used voting card to vote deploying
barcode system to count vote more rapidly and efficiently. The Company
will collect the voting card only in case there is shareholder who vote
against or abstain from voting, but for the Board of Directors'
election, to be in line with the best practice of shareholders' meeting,
the Company collected the voting cards from the each of the participated
shareholders and voting of Directors will be voting for each Director.
Moreover, the Company has requested a law consultant to join the vote
counting procedure and confirmed the result with accuracy, transparency,
and in accordance with the Company's regulation. For the result of
voting in each agenda, the Company immediately announced the result of
vote in each agenda of each shareholder's resolution regardless of
whether the vote result shows on outcome of agree or disagree.

After the meeting, the Board of Directors will allow chance for
shareholders, analyst, general investor to answer to the inquiry, by
having the Chairman, Sub-committee chairman, managing director, senior
executives in accounting and finance to jointly answer. However, in
replying to the inquiry, the Board of Directors will adhere to the equal
opportunity to the Company's information.

  After the meeting

During the meeting, the records are made towards the query and important
opinions in a complete manner and summary of resolution result and vote
count so that shareholder can examine the result by reporting the
shareholders’ meeting on the Company’s website, no later than 14 days
after the date of meeting, including the media recording of both picture
and sound to be broadcasted on website www.se-ed.com

Equal treatment to shareholders

  The Company’s Board of Directors is aware of equal treatment and just
  to all shareholders.

1. The Board of Director assigned the Company’s secretary to announce to
the shareholders through the communication channel of Stock Exchange of
Thailand and investor website for shareholders to propose meeting
agenda, list of person to be position as Directors, and summit questions
in advance. The Board of Directors determines the time to receive the
request from November to January of the following year, by sending
request directly to the Company’s secretary, investor relation,
independent Directors or through website by proposing the meeting agenda
and name of person to be positioned as Directors 6 months in advance, in
which criteria of consideration is posted on the website of investor
relation. The Company’s secretary will propose the name as proposed by
shareholders to the Recruitment and Remuneration Committee to examine
the qualifications and then propose it to the Board of Directors and
then to the shareholders’ meeting. The Board of Directors will examine
the suitability whether to add the agenda as requested by shareholders
to the meeting or not based on said criteria, by allowing shareholders
to propose name of candidate to be positioned as Director and propose
the agenda in advance which has been a normal practice since 2006. .

2. The Board of Directors proposed the name of 1 independent Director as
a choice for proxy of shareholders who holds the proxy authorization to
exercise the right in the meeting, and voting for each agenda. In
general shareholders’ meeting 2008, the Board of Directors proposed the
name of 5 independent Directors.

3. The Board of Directors moderate the shareholders’ meeting according
the agenda announced earlier in the meeting’s invitation document, and
will not add any agenda to the meeting without informing shareholders in
advanced, so that the shareholders have enough chance to study the
information of the operation performance to be considered in each agenda
adequately and suitably.

4. The Company’s Board of Director prepares the voting card for all
agenda. The Company has used the barcode system for recording and
display the voting result since 2006, while preparing staffs to
facilitate the collection of voting cards in the meeting room, which
except in the case of voting to elect Directors, the staffs will collect
voting card whether yes, no, or absentee’ vote. And after the meeting,
staffs will collect the voting card for all agenda. Moreover, the Board
of Directors arranges to have legal consultant to witness the voting
count for transparency.

5. The Company’s Board of Directors assigned the Company’s secretary to
prepare and write the meeting report with accuracy and complete, and the
disseminate the meeting report to all shareholders through investor
relation website and the Company also submitted the report to the Stock
Exchange of Thailand no more than 14 days after the date of meeting.
Moreover, the Company also broadcasts picture and sound of the
shareholders’ meeting on the investor relation website to allow
interested shareholders to view the past meeting.

6. The Company determined preventive measures to tackle the use of
inside information to benefit Director, executive by announcing to all
parties concerned to be aware of role and duty to report the status of
security holding of each individual and spouse, children who holds
security whose ages are not considered sui juris and acknowledge the
change in security prepared report for each time there is buy, sell,
transfer, or recieve of security to the Security Exchange Commission
according to the Article 59 of Security Exchange Commission Act. (B.E.
2535) within 3 days after the date of purchase, sell, transfer, receive
the transfer of security. The Company always alert in the meeting of
Board of Directors and all management committees. Moreover, the
Directors and management also acknowledge the duty and responsibility as
stipulated and penalty as stated in Security Exchange Commission Act
(B.E. 2535), and the Company prohibited the management who know the
inside information of the Company to not violating article 241 of the
already-mentioned law, including the related regulation.

7. To prevent conflict of interest, the Board of Directors carefully
supervised. When there is item that may result in conflict of interest,
the Company seeks to stipulate the policy and procedure of related item
approval in written form, including the policy and method of supervision
so that the management and related persons will not use inside
information to their own benefits, as follows:

Items that may have conflicts of interest : The Board of Directors has
learned of the items with conflicts of interest and the connected items
and has considered appropriately each time. The auditing Committees will
present to the Board of Directors regarding the Items that may have
conflict of interest. It includes complying with the criteria of the
Stock Exchange of Thailand (SET) on the price and item as if it were on
an arm’s length basis. The detail, value, contract partner,
reason/necessity of such connected items that are essential shall be
disclosed in the annual report and the annual information form.

In the meeting of Board of Directors, should the Directors have interest
in the decision, the Chairman of the Board will request for Directors to
abiding to the regulation and have Director informed to the meeting and
is asked not to vote or voice opinion for the matter.

Supervision on the of insider information : The monitoring of policy and
measures are in written format with respect to the Good Corporate
Governance and handbook for the Board of Directors which has already
been discussed in the Board meeting. The top management of the Company
have also been informed about the announcement of Securities Exchange
Commission which stated that the management (including the spouse and
legitimate child who has not become sui juris - or, in other words, not
yet 20 years of age) must report the change of stock ownership to the
Securities Exchange Commission as stipulated in the law called
Securities Exchange Commission Act B.E. 2535 in the section 59 within 3
days after the change of ownership of Securities taken place, and also
report to the Company's secretary for acknowledgement so as to later
inform to the related individuals. Moreover, the management in the
meeting has also been informed about the penalty imposed upon those who
violate the laws.

The Company has the policy that set the guideline for the practice of
Good Corporate Governance, ethical practices of the Board of Directors,
including the regulation that prohibit the staff from take Company's
document or information for personal use, or bring outside the Company,
without asking for permission. This also includes exposure of financial
document or other related documents for outsider, and also prohibits the
trading activity within 1 month prior to public release of financial
information. If done so, the act can be considered "misconduct" to the
Company's rule of conducts. Should the management or staffs violate such
rule of conducts, the penalty can be ranged from warning, fine, work
suspension, work without pay, job termination.

In 2008, director and high executives have reported the change of
securities ownership to the securities exchange commission, according
the section 59 each time trading occurred and subsequently reported to
Company's secretary.

Role of stakeholders

The Board of Directors:The Company has given priority to all groups,
regardless of being internal vested interests such as the employees or
the management of the Company or external vested interests such as trade
partners, competitors, writers, translators, public servants and other
involved parties. Since the Company realizes that support from vested
interests can help in competitiveness and profitability of the Company,
they are regarded as important to the long-term success of the Company.
The Company has identified the guideline of practice in written form in
the good corporate governance policy that the Board of Director supports
the cooperation between company and the stakeholders. It also seeks to
determine the communication channels. Moreover, the Company will take
care stakeholders according to the relevant laws, and, by no means, act
in violation of stakeholders’ right, which can be described as below.

+-----------+----------------------------------------------------------+
| Sta       | Policy Good Corporate Governance                         |
| keholders |                                                          |
+-----------+----------------------------------------------------------+
| Share     |   The Company determines to operate in the business with |
| holder(s) |   honesty, direct, and verifiable, by adhering to the    |
|           |   sustainable business development, with continuous      |
|           |   average growth that is higher than industry average.   |
|           |   It is committed to be a role model Company and can     |
|           |   generate satisfied return on investment in long term.  |
+-----------+----------------------------------------------------------+
| Business  |   The Company will treat all business partners with      |
| P         |   fairness and equality on the basis of mutual benefit   |
| artner(s) |   between the two parties.                               |
+-----------+----------------------------------------------------------+
| Comp      |   The Company will treat all competitors under the rule  |
| etitor(s) |   of laws for proper conduct of business competition and |
|           |   will not attempt to damage the name and goodwill of    |
|           |   competitors by wrongful accusation.                    |
+-----------+----------------------------------------------------------+
| Debtor(s) |   The Company promises to strictly abide by the          |
|           |   contracts or condition agreed.                         |
+-----------+----------------------------------------------------------+
| Cu        |   The Company determines to produce products and         |
| stomer(s) |   appropriate services at the right price and is also    |
|           |   satisfied by customers.                                |
+-----------+----------------------------------------------------------+
| Staff(s)  | The Company will support the working development and     |
|           | promote staff happiness.                                 |
+-----------+----------------------------------------------------------+
| Society   |   The Company will focus on the important of knowledge   |
|           |   development to the children and society by strictly    |
|           |   abided by the Company’s aspiration.                    |
+-----------+----------------------------------------------------------+

In addition, the Board of Director also determines the communication
channel with the independent Directors via postal mail or email to
permit reporting channels and suggestions so that instruction on
information examination process can be made.

For the report on any illegal activity, inaccurate financial report,
internal control errors or management unethical activity and staffs can
be voiced to the independent Directors at SE-Education Public Co., Ltd.
1858/87-90 Floor 19^(th), Nation Tower Building, Bangna, Bangkok, 10260
or

id@se-ed.com

The Directors will confidentially secure the secret report. For all
complaint reports, the independent directors and audit director can
directly report to the Chairman and the Board of Directors.

In 2008, there was no person with interest reporting through the
communication channel with independent directors. However, the Company
will publicize to all interested public to be aware of the communication
channel with independent directors, and in 2009, the Company planed to
open new channel of communication between the Chairman, independent
Directors, Audit committees, high executive through the Company’s web
board to allow stakeholders to voice concern or file report directly and
more easily and conveniently.

Environmental and Social responsibility can be viewed in topic 9.7 the
activities reflecting the corporate social responsibility.

Information disclosure and transparency

The Board of Directors has a policy of the Company as a role model in
operating on the basis of transparency, verifiable, adequate disclosure
of information for all parties concerned, monitoring to ensure the
disclosure of accurate information with trustworthiness, completeness,
timely, and equal access of information to everyone.

In disclosing important information of the Company both financial and
non-financial information, the Company used the Stock Exchange of
Thailand as a channel. Moreover, the Company also discloses the
information through the Company’s investor relation website both in Thai
and English, for example, Basic information about Company, annual
report, annual information disclosure report, financial ratios,
historical data on dividends payout, shareholders and investors
information dissemination, and non-monetary information such as,
Corporate Governance policy, public relation, weekly bestseller book
ranking, 100 bestsellers books related to the previous day sales – these
information is always updated on a continual basis.

The Board of Director already disclosed role and duty of the Board of
Directors and sub-committees and number of time the Directors attending
the meeting under the topic 9 the management by the report of Chairman
of sub-committees, report on the act of duty under the sub-committees
report, and disclose the Directors and high executives compensation
policy under the topic compensation.

Directors’ Reporting The Board of Directors is responsible for the
financial statements of the Company and financial information, appeared
in the annual report. The financial statements are prepared according to
generally accepted accounting principles in Thailand, using the
accounting policy that is suitable as practice regularly and with
careful discretion together with the best projections in the
preparations, including disclosure of the important data adequately in
the added notice section supplementing the financial statements.

The Board has provided and maintained all necessary requirement of the
internal audit with effectiveness, to ascertain with rationality that
the accounting records are correct, complete and sufficient to maintain
the assets and to learn of any weakness so that any significant
irregularity can be prevented.

The Board of Directors of SE-EDUCATION Public Co., Ltd has appointed the
Audit Committees consisting of non-management Directors to supervise the
quality of the financial report and internal control, as well as the
opinions of the audit Committee regarding this issue. Comments
concerning this matter appear in the report of the audit Committee,
already shown in the annual report.

The Board of Directors considers overall internal control of
SE-EDUCATION Public Co., Ltd. to be satisfactory, and is trustworthy for
the reliability of the financial statement of SE-EDUCATION Public Co.,
Ltd. as at December 31, 2008.

Relations with Investors The Board of Directors is aware that data
concerning the Company’s finance and non-finance aspects all play
certain role in the investor’s decision-making process and vested
interests. It, therefore, ensured that the management who has
implemented matters concerning disclosure of data were complete,
accurate, reliable, consistent, timely, and equality to which the
management has always given priority to and upheld all along.

In disclosing important information of the Company both financial and
non-financial information, the Company used the Stock Exchange of
Thailand as a channel. Moreover, the Company also discloses the
information through the Company’s investor relation website both in Thai
and English, for example, Basic information about Company, annual
report, annual information disclosure report, financial ratios,
historical data on dividends payout, shareholders and investors
information dissemination, and non-monetary information such as,
Corporate Governance policy, public relation, weekly bestseller book
ranking, 100 bestsellers books related to the previous day sales – these
information is always updated on a continual basis.

The Board of Directors has set up a business unit for investor relation
to support the direct communication with investors, institution,
shareholders, analysts, and related governmental sector. The investors
can directly contact for more information by Miss Kanuengnuch
Thongprayat at tel. 66-2739-8000 ext. 8, fax 66-2739-8699, or e-mail us
at: ir@se-ed.com and also click on website www.se-ed.com/ir. Moreover,
the investor relation has also been a member of Thai Investor Relations
Club since 2006.

In 2008, the Company presented the result of business operation both in
Company’s monetary information and also non-monetary information for
analysts and investors through email and telephone that includes a
consistent active participation with the Stock Exchange of Thailand,
which can be summed up below :

+---------------------------------------------------------+----+------+
| -   Investor visit management team and the business     | 1  | time |
|     operation                                           |    |      |
+---------------------------------------------------------+----+------+
| -   Institutional Investor inside/outside the country   | 12 | time |
|     meet with management                                |    |      |
+---------------------------------------------------------+----+------+
| -   Question and Answer through telephone conversation  | 38 | time |
+---------------------------------------------------------+----+------+
| -   e-mail inquiry get replied                          | 35 | time |
+---------------------------------------------------------+----+------+
| -   Travel to meet with shareholders and investors/The  | 1  | time |
|     listed company meet the investors                   |    |      |
+---------------------------------------------------------+----+------+
| -   News                                                | 3  | pi   |
|                                                         |    | eces |
+---------------------------------------------------------+----+------+

Furthermore, the department of investor relation has set time duration
of non-disclosure practices of information relating to the earning
result to shareholders, investor, and analyst 7 days prior to the date
that the Company submits the report of the earning result to the SET.

Not only the information is being disclosed, as stipulated by law of
supervising body, the Company’s Board of Directors also assigned the
managing director, deputy managing director, accounting department
director, finance department director, and Company’s secretary to
participate in activity of investor relation for its highest
effectiveness for shareholders, investors. Moreover, the Company’s Board
of Directors also assigned the Audit Committees and the Company’s
secretary to monitor the annual operation plan, budgeting, manpower, and
acknowledge the work result of investor relation division through
Investor Relation Internal Report, which collects all data from
different sources, opinions, and suggestions from questionnaires
collected. At the same time, the Audit committees and Company’s
secretary also reported to the Board of Director on a regular basis in
each quarter.

In 2009, investor relation division plans to add more communication
channels between Company’s Board of Directors and shareholders through
Company’s web board, and also plan for company’s subsidiary visit at
Plernpattana school.

The Board of Directors’ responsibility

Structure of the Board of Directors

The Board of Directors consists of people who are knowledgeable,
competent, skillful, experience in business operation, and understand
very well the role and duty. This make the work more effective.

As such, the Board of Directors participates in vision, mission,
strategy, target, and business plan of the Company and also monitor,
follow up and assess the result of business management and operation to
be in line with objective and business plan worked effectively,
according to rule, laws, and regulations of each business unit under
supervision and also related governmental unit, and also according to
the resolution(s) from the Shareholder’s meeting to maximize the
economic value added to the business and also stability to the
Shareholders, while at the same time take into account of all
stakeholders at best.

Moreover, the Board of Directors arrange a communication of strategy,
objective, and operation result of the Company for managing
director/senior executives, staffs to acknowledge and understand in a
corporate-wide fashion, through several mediums such as the Company's
email, announcement boards, staffs conference, where the Company
organizes regular annual staffs conference. The managing director of the
Company later briefed the business environment and overall views of
operation performance in the past year, as well as making announcement
for the direction and objectives of operation for the following year.
Moreover, the Company also organized the senior executives meeting
together with staff supervisors to create a joint year-plan, in order to
setting a direction and guidelines. Doing so it allowed the plan to
conform to the highest corporate direction and objective, which, in
turn, led to all business operations of the Company, effectively head
towards a common goal.

For the act of duty for Directors, the all the stated principles will be
of honestly, direct, abiding by the rule of laws and regulations of the
Company. By adhering to the principles for every business activity, all
decision and transaction made will be processed with honesty at its
core.

The Board of Directors shall consider prescribing and separating the
duty and responsibility between the Directors and the management clearly
as the details in 9.1 Management Structure Heading including
communicating the roles, duties and responsibilities to the Directors,
the management and the employees of the Company regularly.

Policy for the Company’s Director and Managerial executive positions in
other firms

In 2007, the Audit Committees reviewed the principle of Good Corporate
Governance which has been revised for the fifth time since 2001 to be
submitted to the Board of Directors to consider a policy to allow the
Company’s Directors to hold positions in other companies listed in the
Stock Exchange of Thailand no more than 5 companies, to comply with the
advise of Stock Exchange of Thailand. Moreover, the Company’s Board of
Directors stipulated that the managing director and high executives can
also hold the posts of Director in other companies as seen necessary and
does not affect the duty and responsibility of the Company but must be
approved by the Board of Directors or Authorized person.

The Board of Directors has not determined the term of Director position,
since the Company’s Board of Directors believes that the expertise in
book business and other matters concerned does not depend on the number
of terms in the position, but the director should have the ability and
time to dedicate for the Company at their best ability in coming up with
strategy, creative vision, and offering consultations to business
operations. The decision to select individuals for the positions in the
Board of Directors is totally the shareholders’ right to pick individual
to represent them.

Balance of Power for Non-Executive Directors The Board of Directors
consists of 13 members :

-   Directors that are in the management team: 3 persons

-   Directors that are not in the management team: 3 persons

-   Independent Directors: 7 persons

Therefore, the 7 independent Directors which are accounted for 53.85% of
all Directors are more than half of the total Directors of the Board.
Thus, the Stakeholders can be sure to allow these Directors to represent
the shareholders independently, resulting in check and balance for
management.

The Board of the Company is responsible for performing its duties
according to legality, objective and company’s regulations,
shareholders’ resolution with integrity for the Company’s best interest.
The Board of the Company has exact amount of time to be in office, which
is consistent with Company’s regulations which stated that one-third
Committees who have the longest term in position must accept the
resignation in each annual common meeting.

The Board of Directors has seek to prescribe the definition of the term
“Independent Director” during the Board of Directors’ meeting number
4/2008 with reference to the minimum frame of definition of Independent
Directors announced by the Security Exchange Commission (SEC) and the
Stock Exchange of Thailand (SET) as follows:

1.  Holds shares not exceeding 1% of the total shares with voting right
    of the applicant, its parent company, subsidiaries, associates,
    major shareholders, and controlling parties of the applicant,
    provided that the shares held by the related parties of such
    independent director shall be included.

2.  Is not or has never been an executive director, employee, staff,
    advisor who receives salary, nor controlling parties of the
    applicant, its parent company, subsidiaries, associates, same-level
    subsidiaries, major shareholders, or controlling parties of the
    applicant unless the foregoing status ended at least 2 years.

3.  Is not the person who has relationship by means of descent or legal
    registration under the status of father, mother, spouse, brothers
    and sisters, and children. The prohibitive persons also include
    spouses of daughters and sons of management, major shareholders,
    controlling party or the person who is in the process of nomination
    to be the management or controlling party of the applicant or its
    subsidiary.

4.  Have no or never had business relationship with the applicant, its
    parent company, subsidiaries, associates, major shareholders, or
    controlling parties of the applicant in respect of holding the power
    which may cause the obstacle of the independent decision, including
    not being or never been the significant shareholder, or controlling
    parties of any person having business relationship with the
    applicant, its parent company, subsidiaries, associates, major
    shareholders, or controlling parties of the applicant unless the
    foregoing status ended at least 2 years.

5.  Is not or has never been the auditor of the applicant, its parent
    company, subsidiaries, associates, major shareholders, or
    controlling parties of applicant, and is not the significant
    shareholder, controlling parties, or partner of the auditing firm
    which employs such auditor of the applicant, its parent company,
    subsidiaries, associates, major shareholders, or controlling parties
    of the applicant unless the foregoing status ended at least 2 years.

6.  Is not or has never been the professional service provider,
    including but not limited to legal service or financial advisor with
    received the service fee more than 2 million per year from the
    applicant, its parent company, subsidiaries, associates, major
    shareholders, or controlling parties, and is not the significant
    shareholder, controlling parties, or partner of the above mentioned
    service firms unless the foregoing status ended at least 2 years.

7.  Is not the director who is nominated to be the representative of
    directors of the applicant, major shareholders, or any other
    shareholder related to the major shareholders.

8.  Is not any otherwise which is unable to have the independent opinion
    regarding the business operation of the applicant.

9.  After being appointed as the independent director in accordance with
    the conditions under the article (1) - (8), such independent
    director may be assigned by the board of directors to make decision
    in respect of collective decision on business operation of the
    applicant, its parent company, subsidiaries, associates, same-level
    subsidiaries, major shareholders, or controlling parties of
    applicant.

However, the independent Directors had examined the qualifications of
independent Directors in an annual basis, and the Board of Directors
trusted that the stipulated qualifications of “independent Directors”
following the guideline of Security Exchange Commission (SET) and Stock
Exchange of Thailand (SET) minimum frame of reference will be adequate
for the Company’s selected independent Directors to be truly independent
and appropriate for the particular characteristics of the Company.

Position Combination or Separation : The Company has made this a policy
that the Chairman of the Board of Directors shall not be the same
individual who positions as the managing director, to ensure the check
and balance and, so, made reviewing of work more transparent.

The Chairman of the Board of Director comes from independent Director
and is the leader and meeting moderator who control the flow of the
Board of Directors’ meeting in effective and efficient manner. In each
meeting, all Directors are urged to actively participate, as well as
raising essential questions. Directors also occasionally meet to advice
and help the business management with the managing director. At the same
time, the Board is to stay away from routine day-to-day operations or
business activities responsible by management, where the managing
director is the head of the management team. The Board of Directors has
authorized the managing director or the authorized person to sign in
binding document as has been directly authorized. Managing director then
effectively authorizes and empowers the high executives the tasks which
are clearly marked in term of line of duty and responsibility.
Therefore, the authority and role of the Board and that of the
management are clearly defined and separated.

Company Secretary : The Board of Directors’ meeting number 5/2007 dated
November 3, 2007, has appointed Mr. Viboolsak Udomvanich, a Director, to
be the Company's secretary who has proper qualification and experience
to take responsibility in monitoring the Company to comply to the rules
and the Company's regulations, and also in line with principles of
corporate good governance to allow effective management.

Sub-Committees

The Board of Directors appointed Directors who has the qualifications
suitable to undertake study and analyze details of various matters as
assigned by the Board of Directors for sub-committees to take charge.
Moreover, the Board of Directors also stipulated the qualification,
elements, term, and duty of sub-committees in a clear manner. Most
sub-committee members consist of independent Directors and Chairman of
each sub-committee who is also an independent Director. The Chairman of
the Board of Directors will not perform a role as Chairman of
sub-committee, except the Recruitment and Remuneration Committees. The
sub-committees reported each of the result of meeting and assignment to
the Board of Directors on a regular basis, including the report on
operations result to inform shareholders in annual report.

Presently, the Company has 2 sub-committees, consisting of :

1.  Audit Committee

2.  The Recruitment and Remuneration Committees

The details of name list and responsibility are referred to section 9.1
Management Structure, number (B) and (C) respectively.

Role, duty, and responsibility of the Board of Directors

The Board of Directors consists of people who are knowledgeable,
competent, skillful, experience in business operation, and understand
very well the role and duty. This make the work more effective.

As such, the Board of Directors participates in vision, mission,
strategy, target, and business plan of the Company and also monitor,
follow up and assess the result of business management and operation to
be in line with objective and business plan worked effectively,
according to rule, laws, and regulations of each business unit under
supervision and also related governmental unit, and also according to
the resolution(s) from the Shareholder’s meeting to maximize the
economic value added to the business and also stability to the
Shareholders, while at the same time take into account of all
stakeholders at best.

The Board of Directors is aware of the importance of good corporate
governance to increase transparency, competitiveness and confidence to
the shareholders, the investors and the involved parties. So, it has
prescribed in written format the policy on good corporate governance and
also revised and updated the policy on good corporate governance and
business ethic handbook that are suitable for the business environments
and more international, by stipulating that the revision of good
corporate governance policy shall be made once a year. In 2006 and 2007,
the Audit Committees has prescribed additional good practice guidelines
to ensure the clear direction to be used by all executives and staffs.
In 2008, the Audit Committee has reviewed the principle of Corporate
Good Governance that has been revised in the 6th Edition since 2001

The Company’s Board of Directors, Audit Committees, and management
support Directors, executives, and staffs to endorse the corporate good
governance by arranging communication channel of corporate good
governance both from the orientation of new Directors and staffs, as
well as adding course content to the training. Moreover, it seeks to add
more dissemination channel relating to corporate good governance through
website area whereby request for improvement and correction can be made
to submit directly for acknowledgement of Audit Committee.

In 2008, the Audit Committee assessed the corporate good governance
practice using the evaluation practice with reference to the principle
designated in corporate good governance for listed companies 2006
(namely, “Corporate Governance Self Assessment) of Stock Exchange of
Thailand and consider in tandem with the assessment criteria of
corporate good governance of Thai Listed Companies initiated by the
Association of Thailand Institute of Directors for Audit Committee to
acknowledge some Company errors that can be improved and corrected as
well as developed. Moreover, the Audit Committee also designated the
channel for staffs to voice the suggestion for ways to improve on the
corporate good governance through Internal Audit division. However, in
the assessment of good corporate governance of Thai Listed Companies as
of 2008 (namely, Corporate Governance Report of Thai Listed Companies
2008), the Company has been evaluated by Association of Thai Institute
of Directors as follows :

  Total average score

  ----------------- ----------------- ----------------- -----------------
  Listed Companies  Group of          Group of          SE-Education
  in total of       Companies in SET  Companies in SET  Public Co., Ltd.
                    100               50                

  75%               83%               84%               91%
  ----------------- ----------------- ----------------- -----------------

Score distribution by subject

  ------------------------- ----------- ----------- ----------- --------------
                            Average                             SE-Education
                            Score                               Public Co.,
                                                                Ltd.

                            Listed      Group of    Group of    
                            Company in  Companies   Companies   
                            total       in SET 100  in SET 50   

  Shareholders’ right       86%         92%         92%         95%

  Stakeholders              79%         82%         82%         92%

  Stakeholders’ right       68%         79%         83%         91%

  Information Disclosure    88%         91%         92%         92%
  and Transparency                                              

  Directors responsibility  57%         69%         73%         88%
  ------------------------- ----------- ----------- ----------- --------------

Business Ethics The Company has upheld doing the right thing as a
guideline for business of all the Directors and employees. The Company
has announced the enforcement of business and employee ethics for the
Directors, the executives and all the employees to uphold as guideline
in performing according to duty with loyalty, honesty and justice. In
addition, this also includes conduct with the Company and vested
interests, the public and society. The Company has assigned the internal
audit section to continuously follow up on compliance with ethics, and
prescribes disciplinary actions in case of violations.

The Board of Directors has confidence that a good corporate governance
process can help to promote the operations of the Company, and is the
heart of achieving the fundamental objective to optimize value for the
shareholders. The values the Company aims and expects for all the
Directors and employees to do in all missions are :

-   Giving highest priority to building satisfaction for customers.

-   Having confidence in working together.

-   Dedication towards work with virtue and professionalism.

-   Upholding the principles of good procedure and discipline.

-   Readily responding to all uneventful situations.

The Board of Directors understands the business operation, the
responsibility to the Stakeholders, staffs, environment and society. The
Board has prepared the spread of business ethics, policies on social and
environmental issues through several communication channels such as the
public relation activities and staff’s meetings. It also includes the
follow up on the ethical conduct of business and stipulates the penalty
measures.

For prevention of conflict of interest the Board of Directors has paid
special interest to items that may have conflicts of interest. By
prescribing policies and procedures on approval of the connected items
in writing, including prescribing the policy and supervision method so
the management and the involved parties cannot use insider information
for personal interest as follows :

Items that may have conflicts of interest : The Board of Directors has
learned of the items with conflicts of interest and the connected items
and has considered appropriately each time. The auditing Committees will
present to the Board of Directors regarding the Items that may have
conflict of interest. It includes complying with the criteria of the
Stock Exchange of Thailand (SET) on the price and item as if it were on
an arm’s length basis. The detail, value, contract partner,
reason/necessity of such connected items that are essential shall be
disclosed in the annual report and the annual information form.

In the meeting of Board of Directors, should the Directors have interest
in the decision, the Chairman of the Board will request for Directors to
abiding to the regulation and have Director informed to the meeting and
is asked not to vote or voice opinion for the matter.

Supervision on the of insider information : The monitoring of policy and
measures are in written format with respect to the Corporate Good
Governance and handbook for the Board of Directors which has already
been discussed in the Board meeting. The top management of the Company
have also been informed about the announcement of Securities Exchange
Commission which stated that the management (including the spouse and
legitimate child who has not become sui juris - or, in other words, not
yet 20 years of age) must report the change of stock ownership to the
Securities Exchange Commission as stipulated in the law called
Securities Exchange Commission Act B.E. 2535 in the section 59 within 3
days after the change of ownership of Securities taken place, and also
report to the Company's secretary for acknowledgement so as to later
inform to the related individuals. Moreover, the management in the
meeting has also been informed about the penalty imposed upon those who
violate the laws.

The Company has the policy that set the guideline for the practice of
Corporate Good Governance, ethical practices of the Board of Directors,
including the regulation that prohibit the staff from take Company's
document or information for personal use, or bring outside the Company,
without asking for permission. This also includes exposure of financial
document or other related documents for outsider, and also prohibits the
trading activity within 1 month prior to public release of financial
information. If done so, the act can be considered "misconduct" to the
Company's rule of conducts. Should the management or staffs violate such
rule of conducts, the penalty can be ranged from warning, fine, work
suspension, work without pay, job termination.

In 2008, director and high executives have reported the change of
securities ownership to the securities exchange commission, according
the section 59 each time trading occurred and subsequently reported to
Company's secretary.

Controlling System and Internal Audit

1. Control and Internal Audit System, the Company sees the importance of
internal control at the management and the operation level, so it has
clearly prescribed duties and powers on the operation of the operators
and the management, specifically in writing. There is a control on the
use of the assets of the Company to the highest benefit, and there is
the separation of duty between the operators, the controllers and
evaluation, for suitable check and balance among each other. Moreover,
there is internal control on the financial system and the Company has
prepared the financial report for submission to the responsible
management line of duty.

The Company has an internal audit unit responsible to reassure that the
main practices and essential financial activities of the Company are in
line with the guideline and are operated with effectiveness. It includes
audit on legal compliance and compliance control as well as the
independent internal audit unit who is capable of independently
performing the check and balance. Therefore, the Board of Directors has
designated that the internal audit unit to report the results of the
audit directly to the audit Committee, and is also evaluated by the
audit Committee.

2. Risk Management, the risks are regularly evaluated against business
risk on the internal and external factors. The working Committees
consist of management and high level executives in the line of work
associated with each risk involved. The supervisor in each work unit
related directly to this aspect and internal control unit will work
towards analyzing the cause of risk factors and determine relevant
measures to manage the risk, and also keep track on the operation of
risk management plan and report the result back to audit Committees to
present the finding to the Board of Directors.

The Board of Directors put forth the important of internal control
system and risk management to build confident and trust that the risk is
at the acceptable level and allocation and usage of resource can be
correctly utilized and maximized, resulting better reliable financial
information.

Board of Directors’ Meeting

The Board of Directors has set in advance and held special meeting as
necessary, by clear advance meeting date and has set regular follow-up
on operation period. The Chairman of the Board of Directors and the
Managing Directors jointly considered the meeting calendar, by
considering important case. The each Director is permitted to present
the issues in the meeting as needed. The secretary will prepare
invitation letter along with meeting schedule and details prior to the
actual meeting at least 7 days to allow time for the Board of Directors
to peruse the information prior to the meeting.

In each meeting, the Chairman of the Board of Directors allocated
adequate and long enough to allow Directors to clarify problematic
issues prudently. Moreover, the Chairman of the Board of Directors and
the Board of Directors invited high level executive to the Board of
Directors’ meeting to request for more information and recorded in
minutes of the meetings that were filed and certified by the Board of
Directors for the Board of Directors and involved parties to view.

The Board of Directors assigned the management executives to regularly
prepare operation report to the Board of Directors on a monthly basis to
allow the Board of Directors to follow up on the operation progress of
the Company.

The Board of Directors assigned the non-executive Directors to meet as
seemed suitable to do so with the attendants from executive directors or
executive from management team in the meeting to allow a healthy
discussion of problematic issues concerning the Company’s business and
issues that are of interest to the Directors, and, later, report the
result of meeting to the Chairman of the Board of Directors and the
Board of Directors for acknowledgement.

In past year of 2008, the Board of Directors met in total of 4 times
with the average meeting hour of 5 hours. In each meeting, there is
executive director from accounting department and internal audit
division manager attended in sharing additional information. The audit
committees had a total of 6 meetings, with 5 regular meeting schedules,
and 1 meeting between audit committees and accounting audit without the
present of executive management was held. The Remuneration
Sub-Committees held a total of 1 meeting; the general shareholders'
meeting held 1 meeting. The details of the Board of Directors meeting in
2008 are as follows :

+-----------------------+----------+----------+-----------+----------+
| Name                  | Board of | Audit    | The       | The      |
|                       | Di       | Com      | Rem       | General  |
|                       | rectors’ | mittees’ | uneration | Share    |
|                       | Meeting  | Meeting  | Subco     | holders' |
|                       |          |          | mmittees’ | Meeting  |
|                       |          |          | Meeting   |          |
|                       |          |          |           | 2008     |
+-----------------------+----------+----------+-----------+----------+
|                       | Number   | Number   | Number of | Number   |
|                       | of       | of       | Meeting   | of       |
|                       | Meeting  | Meeting  | (1 Times) | Meeting  |
|                       | (4       | (6       |           | (1       |
|                       | Times)   | Times)   |           | Times)   |
+-----------------------+----------+----------+-----------+----------+
|                       |          |          |           |          |
+-----------------------+----------+----------+-----------+----------+
| 1 .Mr. Somboon        | 4/4      | -        | 1/1       | 1/1      |
| Chinsawananon         |          |          |           |          |
+-----------------------+----------+----------+-----------+----------+
| 2. Mr. Saroch         | 3/4      | 6/6      | -         | 1/1      |
| Lamlertprasertkul     |          |          |           |          |
+-----------------------+----------+----------+-----------+----------+
| 3. Mr. Pravit         | 4/4      | 6/6      | -         | 1/1      |
| Tantiwasinchai        |          |          |           |          |
+-----------------------+----------+----------+-----------+----------+
| 4. Mr. Phairat        | 4/4      | 6/6      | -         | 1/1      |
| Sittakul              |          |          |           |          |
+-----------------------+----------+----------+-----------+----------+
| 5. Mr. Wattana        | 4/4      | -        | -         | 1/1      |
| Chiengkul             |          |          |           |          |
+-----------------------+----------+----------+-----------+----------+
| 6. Mr. Vorasit        | 3/4      | -        | 1/1       | 1/1      |
| Pokachaiyapat         |          |          |           |          |
+-----------------------+----------+----------+-----------+----------+
| 7. Mr. Kachen         | 4/4      | -        | -         | 1/1      |
| Benjakul              |          |          |           |          |
+-----------------------+----------+----------+-----------+----------+
| 8. Asst. Prof. Yuen   | 4/4      | -        | -         | 1/1      |
| Poovarawan            |          |          |           |          |
+-----------------------+----------+----------+-----------+----------+
| 9 .Mr. Sumeth         | 4/4      | -        | 1/1       | 1/1      |
| Damrongchaitham       |          |          |           |          |
+-----------------------+----------+----------+-----------+----------+
| 10.Mr. Yongsak        | 4/4      | -        | -         | 1/1      |
| Ekprachyasakul        |          |          |           |          |
+-----------------------+----------+----------+-----------+----------+
| 11. Mr. Thanong       | 4/4      | -        | -         | 1/1      |
| Chotisorayuth         |          |          |           |          |
+-----------------------+----------+----------+-----------+----------+
| 12. Mr. Viboolsak     | 4/4      | -        | -         | 1/1      |
| Udomvanich            |          |          |           |          |
+-----------------------+----------+----------+-----------+----------+
| 13. Mr.Pongsak        | 4/4      | -        | -         | 1/1      |
| Sivapatrakumpol       |          |          |           |          |
+-----------------------+----------+----------+-----------+----------+

Self Evaluation of Directors

The Board of Directors arranged an annual self-evaluation session to
permit the Directors to reconsider the past works, problems, and
difficulties that each faced during the past year to understand the need
to improve or correct to increase the work performance by evaluation the
result of work in aggregate view, by using evaluation guidelines
recommended by the Stock Exchange of Thailand, but readjusted the format
slightly to best suit the Company's business environment and use the
evaluation result - in chart format - to review and revise, so as to
increase work efficiency. With this, the assessment as referred to 6
topic, such as the structure and qualifications of the Board of
Directors, duty and responsibility of the Board of Directors, the Board
of Directors’ meeting, performance of Directors, relationships with the
management, self development of Directors and management development.
The score result from assessment of the Board of Directors can be
divided in 5 levels, score of 5 = Excellent, 4 = good, 3 = standard, 2 =
adequate, 1 = severely needed improvement.

The Board of Directors agreed that the overall performance of the Board
of Directors in 2008 with score of 4.60 is considered to be quite
excellent. Some of the Board of Directors suggested additional Board of
Directors’ meeting to facilitate Directors with more efficient
performance and agreed to focus more into the risk management of the
Company.

In addition, the Board of Directors requires all managing director to
evaluate themselves to compare with the result of operation, whereby the
Board of Directors evaluate in the evaluation form which the Board of
Directors has revised to suit the Company business. The Board of
Directors has assigned the duty to the Chairman of the Board to announce
the result of evaluation to the managing director of the company and the
Board of Directors.

Remuneration for the Directors and the Managerial Executives

The policy on remuneration for the Directors has been prescribed clearly
and transparently with the remuneration at the same level as
industry-wide standard, and it is sufficient to take care and keep
qualified Directors as needed. The meeting of the shareholders has
already approved such matter, and the Directors who have been appointed
as audit Committees and the Recruitment and Remuneration Committee will
receive additional remuneration according to the increased volume of
work.

The Remuneration of managing director : The Recruitment and Remuneration
Committee will evaluate the performance of each managing director so as
to consider the remuneration of managing director according to specified
criteria. Once the evaluation of managing director are finalized, the
Recruitment and Remuneration Committee will submit the Board of
Directors for consideration and approval.

The Remuneration of high managerial executives : The Recruitment and
Remuneration Committee will determine the criteria and structure of
compensation for high managerial executives according to principle and
policy approved by the Board of Directors which in compliance with the
Company's performance and the result of each high managerial executive.
The managing director will consider the suitability of each compensation
for a particular individual, and made salary adjustment for high
managerial executives on an annual basis, while also reported the
suitable compensation to the Recruitment and Remuneration Committee, and
once again reported to the Board of Directors.

The Company has paid total remuneration to the Directors and the manager
in 2008 totaling 26.85 million baht, as illustrated in details at the
section 9.3 regarding "The remuneration for high managerial executives".

Directors Development :

The Company understands the importance of Directors development The
Board of Directors has specified in the principle of Corporate Good
Governance that the Company will promote and facilitate a continuity of
training of Directors from supervisory unit, where the Board of
Directors appointed the Company's secretary to be the coordinator with
the Directors in keeping them informed about the training courses and
seminars.

Orientation of New Director to the Board : the Board of Directors
appointed the Company's secretary to brief all related information to
the new directors through the director's handbook which has been
prepared and submitted to directors each year to be used as a complete
and up-to-date reference and also arranged a visitation of the Company's
business operation, facilitating a better understanding of the Company's
business.

Inside the Director's handbook, a comprehensive briefing of all contents
relating to the Company and data deemed important to the Directors are
all included, for instance: History of the Company, Organization
structure, Company's businesses, Company's regulation, the Board
meeting, principle of Corporate Governance, ethics for directors,
executives, and staffs, related item, the release of stockholding,
related rules, etc.

Succession Plan : The Board of Directors assigned managing director and
executives to prepare succession plan for different level of executive
position in management and main line of duty, by considering work
profiles and potential of each individual and determine the readiness
for work replacement, ability development, and necessary skills.
Moreover, the Board of Directors assigned managing director to report to
the Board of Directors to acknowledge the readiness plan in case the
executives can not perform their duty.

9.5 Monitoring the Use of Inside Information The monitoring of policy
and measure in written format with respect to the Corporate Good
Governance and handbook for the Board of Directors which has already
been discussed in the Board meeting. The top management of the Company
have also been informed about the announcement of Securities Exchange
Commission which stated that the management (including the spouse and
legitimate child who has not become sui juris - or, in other words, not
yet 20 years of age) must report the change of stock ownership to the
Securities Exchange Commission as stipulated in the law called
"Securities Exchange Commission Act (B.E. 2535)" in the section 59
within 3 days after the change of ownership of Securities taken place,
and also report to the Company's secretary for acknowledgement so as to
later inform to the related individuals. Moreover, the management in the
meeting is also informed about the penalty imposed upon those who
violate the laws.

The Company has the policy that set the guideline for the practice of
Corporate Good Governance, ethical practices of the Board of Directors,
including the regulation that prohibit the staff from take Company's
document or information for personal use, or bring outside the Company,
without asking for permission. This also includes exposure of financial
document or other related documents for outsider, and also prohibits the
trading activity within 1 month prior to public release of financial
information. If done so, the act can be considered "misconduct" to the
Company's rule of conducts. Should the management or staffs violate such
rule of conducts, the penalty can be ranged from warning, fine, work
suspension, work without pay, job termination.

In 2008, director and high executives have reported the change of
securities ownership to the securities exchange commission, according
the section 59 each time trading occurred and subsequently reported to
Company's secretary.

6.  Personnel The Company has permanent staffs at the headquarters and
    nationwide branches (not including temporary out-sourced workers) as
    of December 31, 2008 as follows:

  ------------------------------------ ------------- ---------- ----------
                                                     (Unit :    
                                                     person)    

  Items                                2008          2007       2006

  Head office staffs                   888           816        770

  Branch staffs                        1,384         1,242      1,053

  Total                                2,272         2,058      1,823
  ------------------------------------ ------------- ---------- ----------

The Company offers compensation in salary, bonus, and provident fund. In
2008, 2007, 2006, there are a total of THB 380 million, THB 370.95
million and THB 325.80 million respectively.

The Company also has policy to compensate staffs by considering the
suitability and compliance with those of average in the similar
industry. This includes the staff compensation should be in line with
the business expansion and the Company’s growth.

As the Company compensated staffs with salary, bonuses, and provident
fund, it also has other welfare scheme to all staffs, such as healthcare
reimbursable expense, annual health check-up, accommodation and travel
expenses during trips to other provinces, insurance, bookstore branch
uniforms, staff transportation service, living expense fund THB 500 per
month, and other relief fund including award to diligent staffs who work
for 10, 20 and 30 years as an incentive to comfort staffs’ morale and
spirit in building up the Company’s long-term growth.

Personnel Development Policy The Company has a policy to enhance the
potential and efficiency of its staff on a regular basis with a view to
better preparing them of global change in both competitiveness and new
technology. In-house training courses are designed and catered for
different ranks, professional standards, goals and objectives of each
business unit. The Company also sees that the employees should always
have self – consciousness, the understanding of life and the ability to
adapt themselves to live with the surrounding environment with
happiness. Therefore, in 2008, the Company joined with Wat Panya
Nantraram to organize a “meditation for self and work development”
course specifically designed for all Company’s staffs continuously.

9.7 Corporate Social Responsibility or CSR

The company realizes the important of role for all Thais toward social
responsibility and also for the country at large, in whatever ways
possible. For this reason, the company tries at best to play some role
in every aspect of social responsibility.

Dated back to the early day of the company, the picture in this regards
will be much clearer because the company are formed by ten electrical
engineering graduates from Chulalongkorn University, who used to be
active in varsity activities during their academic years at the club of
faculty of engineering, Chulalongkorn University. They realized that
Thailand still lacked the development of technical and academic material
and the Company was then established on 1974. Their social
responsibility ideology has the objective of company establishment as
“to do business in knowledge dissemination, with a view to developing
the fullest potential of Thai people in areas essential to the national
development.” And the name that emphasizes the objective is “SE–ED”,
which is derived from the words Science, Engineering and Education. The
overall intention is to make Thais par excellence

It may be not be incorrect to say that the Company focuses on taking
country’s problem regarding human development and social ideology as its
business objectives that help it to grow at a sustainable pace, and
practice such ideology from day one, continuing for 34 years to the
present day, by transferring the determination and task through culture
at different layer of organization.

The overall company business is aimed at the growth in relation to the
founding objective, even if the productions may be books and magazines
which is deemed to be beneficial but still lack in the market, helping
other publishers distribute so that the books have a chance to be
viewed, survived the market, and publishers are stronger, and make it
possible for them to produce more quality books. For the bookstore
business, it allows community to have opportunity to view books, make
the books more available, organizing youth activity all year round,
organizing training course in variety of aspects to help people excel in
what they do. organize the year–round youth activity, found and operate
‘Plearnpattana’ school to set example of new model school for developing
children for the country’s future.

Therefore, for the staffs at SE–ED, social, community, and environment
responsibility are not just added activity as do any other
organizations, but it is actually the main task of the Company and it is
in every breath of SE-ED employees as creators, adventurers, and also
being good role models in which all staffs share the task in different
aspect or in different projects. The Company is considered to play a
large and significant role in pioneering book business to expand reader
base very quickly in both total book business and also in terms of
knowledge-providing book.

The Company is confident that the development of sustainable
organization not only involves the return on investment and suitable
growth for shareholders, but the Company needs to develop itself to be a
good role model by performing a good work that benefit the society at
large and is widely accepted. The staffs are happy to work. The Company
should support and save the environment while business still operates
the business. The Company, therefore, operates in connection with the
sustainable business development and social and environment.

In 2008, The Company engages in varieties of activity for social,
community, and diverse environmental setting in addition to the normal
activities which can be cited by the following examples:

Education and Youth Development and General Public Project : The Company
aims at business development that is in line with National Education Act
with respect to the social participation in education of management and
supports the life–long learning, whereby the Company dedicates to
produce beneficial education media for Thais, whether it is a book,
magazine, or varieties of related activity such as :

-   Outside Reading Project : Presently, Thailand Education still cannot
    develop English language reading skill for children in terms of
    communication. The Company has a policy of participating in
    developing the English language learning system by signing contract
    for distributorship of Oxford University Press - the largest English
    publishing for Academic books - effective January 1, 2007 onward.
    The Company also has a project to publish English-localized outside
    reading books which are expected to be launched in the beginning of
    April, 2008. This also extends to the training of English teacher in
    a country-wide effort, to help improve the teaching methodology more
    effectively.

-   SE-ED Enjoy Reading initiative Project: This is project that turn on
    the light of desire to read English books by focusing on reading at
    the appropriate level to of the readers’ language competent to
    promote language learning development in a continuous progression,
    and stress reading skill development for Thai children and youth
    nationwide. This project is established to support the English
    outside readings project at the schools by organizing seminar
    training for teachers to learn how to use book correctly and
    stimulate youth to love reading.

-   Youth Camp Project: (SE–ED Kiddy Camp) : The Company takes on the
    youth camp called “SE–ED Kiddy Camp” in the six consecutive years,
    which is held during the school holiday. It is an academic camp
    putting the emphasis on learning process for science, in combination
    with extra recreation, creative, and ethic activities, such as
    aeronautic science camp, power of nature camp, youth business
    venture camp, etc. In 2008, the Company held 8 camps for the total
    of 502 people participating.

-   Youth Learning Center Project (SE–ED Learning Center) : The project
    is designed with the aim of making Thai children smarter and
    excelled in the fields that are important to the country’s
    development, through learning process associated with brain
    development potential –or, in other words, "Brain Based Learning".
    It inspires learners to learn more by using free time during the
    holiday weekend - or a day trip course, such curriculums as Young
    engineer course, Thinking development course, Math eureka course,
    etc. This also includes SE–ED English camp. The Company plan to open
    the learning center called "SE-ED Learning Center" at the Chamchuri
    Square in the middle of 2008 to increase the role as knowledge
    provider for children, engineer, and general audience, by organizing
    training course at the center in total of 50 courses.

-   Academic Training Project : The Company organizes training courses
    in engineering, computer for the general audiences. In 2008, the
    Company trained the total of 62 courses.

-   Plearnpattana School : The Company jointly invested in Plearnpattana
    School with the percentage of 48.82%. The school uses Thai
    curriculum from kindergartens to Matayom 6 (Hig h school) which aims
    at creating a model school for young Thais to have sufficient
    capability to become the potential citizens in the future.

-   Books for the Students Project : A book donation project which
    donated the carefully selected books to the school libraries in
    different areas around the country which lack the learning
    resources. In 2008, the Company has donated books to the schools
    around the country of up to 600 schools, valued THB 33 million. The
    Company jointly donated books and educational equipments through
    schools in the project one Amphur one dream school initiated by
    Education Ministry which supports education for schools in need that
    is considered dream schools to be used as model schools for the
    whole country.

-   Library Construction for School: The Company partake in donating
    shelves, educational tools, and books to school to help construct
    the school library in many areas of both Bangkok and other
    provinces, such as the library of Wat Jik-lad school library, Banpa
    Vidaya school library, Banpa Warn school library, Bureerum
    Provincial Police headquarter library, etc.

-   UpDATE Magazine Project : the Company publishes monthly magazine
    called UpDATE magazine since 1978 to introduce interesting knowledge
    in science and technology for youth and general audiences without
    expecting profit and the Company has received the award “Academic
    magazine for youth” for many consecutive years.

-   Book Business Information Dissemination Project: As the largess’s
    book distributor and retailer in the country, the Company is
    equipped with sizable information that reflect the outlook of book
    industry within the country to a certain extent. By organizing
    "Annual Information Announcement Conference" since 2004, the Company
    believes that by doing so will help develop book business in a big
    and positive way. It also publishes information used during the
    conference, as well as lectures and information taken
    from occasional seminar events in the website initiated in 1995.

-   Coin change for children: This is the project that allows SE-ED Book
    Center’s customers to participate in donation activity through the
    donation box project where the box is placed at the bookstore
    counter. Or the customers may want to donate by directly transfer
    cash to bank account named after the project to offer chance for
    customers to participate in the Company’s activity. The donated cash
    will be used toward buying good books at the production cost and
    donate books to children living in remote areas. The project started
    since July 2008.

Social, Community, Family Institution Development Project : The Company
emphasizes on being part of the society and the important of family
which is the root of community and society. The Company is highly
committed to create and play a major part in social development in a
sustainable fashion.

-   Webboard for Parents and Youth at www.se-ed.com Project : This
    webboard has its objective in being the center of idea in child
    development. It also a place where the exchange of ideas, and
    sharing of love and concern and experiences take place. It is the
    place where people can find consultation about their kids psychology
    which includes the way to child’s education.

-   White School Project : The Company sees the important of child
    protection from books or media which is either produced by the
    Company or resell in our retail stores. These types of product will
    be dealt through careful censorship and selection of products to
    permit “white media” for kids and youth. This will ensure that
    parents can bring in children to visit, or make a purchase of
    products from our stores, children will be protected from all
    obscene media or media that is dangerous for kid and youth.

-   Stop the Pirated Products Project : The Company publishes books and
    magazines while stressing the important of intellectual property
    rights. Therefore, the Company has the policy of not, in any event,
    producing, selling, or supporting products that are in violation of
    copyright law. This effort also includes the support of making
    people understood of how all copyright infringement practices are
    illegal and what laws are related to such practices, and how it can
    be corrected.

-   Blood Donation Project : The Company supports the campaign seeking
    blood to help patient in need by actively involved in organizing
    staffs participation in blood donation.

Nature Preservation and Environmental Protection : The Company support
nature preservation and environmental protection as follows:

-   Stop the Global Warming Project : The Company campaigns on the
    reduction of plastic bags usage which is a non-biodegradable
    substance, while promoting the cloth bags instead. Customers are
    encouraged to used cloth bag when buying books from SE-ED Book
    Center. In addition, the Company plan to use plastic bag which has
    the natural content that has biodegradable contents, instead of
    plastic bag used today to contain materials used in the Company. One
    way of doing this is to select material which is more
    nature-friendly. The project started in 2007.

-   Energy Conservation for Bookstore Branch : The Company initiated the
    use of energy conservation appliances installed inside SE-ED Book
    Center stores to reduce the energy used in the country. The project
    started in 2006.

-   The Energy Conservation Project : The Company initiated the electric
    power conservation by installing string as an on–off switch for
    lighting in all working areas of the building for staffs to turn the
    light on and off more conveniently at the area where it is needed a
    kind of reminder for everyone about the energy conversation. The
    project has been launched since year 2001.

-   Paper Use Reduction Project : The Company supports the practice of
    document or business information management in term of electronic
    media to reduce the use of paper and result in convenient search of
    information, starting from information system development and
    overall work process in the organization to reduce the work
    procedures and paper usage reduction.  In bigger picture, the
    Company can reduce the use of paper at no less than 1,000 reams per
    month. On top of that, the Company finds the use of undamaged
    envelopes and notepad addressing different senders and recipients as
    a document cover delivered back and forth among work units within
    the firm. It turns out that one envelop can be reused up to ten
    times.

-   Water saving at headquarters : The Company initiated the water
    saving project by installing piping valves at the door gate of every
    restroom. When in use without closing the toilet door the water will
    not flow. This is considered an efficient way of water saving to
    prevent useless waste of water. The project significantly helps
    reducing the Company’s water consumption. The project started in
    2001.

-   “Park your car at home and use company car instead” Project : To
    serve the society and environment, the Company came up with project
    to offer staffs to use company cars started in 2001 for commuting to
    reduce the petrol usage and also help reducing the air pollution
    which worsening day after day. This will reduce the green house
    effect and also reduce global warming problem.

-   Energy saving (specifically for lighting) At new warehouse, the
    Company uses fluorescent lamp model T5 at 28 watts (previously 36
    watts) which have been completely installed and in use since January
    2009 to help warehouse save energy of up to 22 percent on the
    warehouse area of 3,000 sq.m.

Human Resources Development and working atmosphere: The Company supports
human resources development for staffs who possess good quality and
being valuable to the social and country development. To do this, the
Company emphasized on staffs who work with joy, creating participated
working environment, permitting opportunity to for staffs to utilize
their best potential, taking care of staffs with fairness, being fair
and appropriate in terms of compensation and welfare through variety of
process.

-   Education and Training Development Project : The Company supports
    the staff development that is valuable to the social and environment
    by aiming at staffs who are knowledgeable, competent, and moral to
    build a business that is fair and sustainable in the future, and
    also pave way for future competition which not only develop
    knowledge for business but also organizes the staffs for Dharma and
    meditation course in the mind development project at “Satian Dharma
    Sathan” and “Wat Panya Nantraram” in an annual basis. The Dharma
    teaching activity is also occasionally included in the program such
    as “Pla – Dharm – Suk - Jai” activity.

-   SE-ED e-Learning Project : The Company has initiate the development
    of training curriculum through e-Learning system, in order to
    develop service, knowledge, and understanding of all the products in
    the stores. The contents of e-Learning are prepared from the
    headquarters and redistribute to the network stores simultaneously
    all over the country. The staffs at the storefront will get a chance
    to view the contents through computer system placed at the stores.
    The contents can be reviewed repeatedly. Moreover, the staffs will
    receive news, information, regulations and information about
    Corporate Good Governance from the Board of Directors as many
    as what the staff at headquarters can view

-   Meditation Through Music Project: The Company support the staff to
    work with concentration by play classical tunes from Mozart that is
    specially selected during work hours to increase work effectiveness.
    It also help relieve the stress during the work.

Safety and Healthy Working : The Company sees the importance of safety,
hygiene and good environment in the workplace as it will not only
increase employees’ performances but also provides convenience for
customers when contacting the Company.

-   Emergency Division in Case of Fire and Critical Circumstance: The
    Company headquarters is situated in the top level of the office
    building, and distribution center is a rental area. The Company
    jointly work with building owner and renter of the distribution
    center in creating a fire drill and training plan to rehearse the
    possible action that should be taken when, in case, fire occurs. The
    Company staffs will learn how to use extinguishers in different
    types and at the same time have the chance to test the existing
    tools for readiness. Trained staffs will have adequate knowledge and
    experience to deal with the unexpected events using action plan.

-   Safety warehouse and health conscious project: The Company realized
    the importance of safety in the workplace whether it is hygienic
    health or working environment. The Company, therefore, organized
    newly-recruited staff trainings to teach a proper knowledge of
    working process and correct way of using equipments so as to prevent
    possible dangerous injury or sickness from work such as avoiding
    inadequate lighting working conditions, avoiding unsafe working
    environment, the use of mouth-cover cloth, and hand glove to prevent
    dirt touch, causing skin irritation, or lung tract, proper way of
    lifting things, and the use of waist belt to reduce health problem
    in long term, etc.