2.9 Management

(1) Management Structure

  The company had established various boards and committees to handle
  related types of activities. Apart from the Board of Directors, Board
  of Executive Directors and Audit Committee, the Remunerations
  Committee has been newly established. Moreover, a few committees had
  also been established to assist the Board of Executive Directors in
  providing useful data necessary for their policy revisions.

  A. Board of Directors

  Board of Directors consists of 12 members as follows:

1. Mr.Vitoon Wongkusolkit Chairman of the Board

2. Mr.Chanin Vongkusolkit Director

3. Mr.Pravit Klongwathanakith Director

4. Mr.Siripong Sombutsiri Director

5. Mr.Kanit Sarasin Director

6. Mr.Kulvat Janvatanavit Executive Chairman

7. Mrs.Wilaiwan Tantitham Executive Vice Chairman

8. Mr.Verajet Vongkusolkit Executive Director

9. Mr.Vichien Wattanakun Independent Director

10.Mr.Vorapol Socatiyanurak Independent Director

11.Mrs.Benjawan Kumpanartsanyakorn Independent Director

12. Mr.Wirat Uanarumit * President

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

The Authorized Directors

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

Note * had resigned from the Company on 15 Jan. 2003 and Mr. Kulvat
Janvatanavit was assigned to take up the Acting President position .
Therefore, the authorized signers remain only 3 persons and the signing
condition was changed to be 2 out of the 3 directors co-sign with the
company’s seal.

The Directors’ Authorities and Responsibilities

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

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

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

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

B.  The Board of Executive Directors

  As of 31 December 2002, the company’s Board of Executive Directors
  consisted of 4 members as follow :

  1. Mr.Kulvat Janvatanavit Chairman of the Executive Board

  2. Mrs.Wilaiwan Tantitham Vice Chairman

  3. Mr.Verajet Vongkusolkit Executive Director

  4. Mr. Wirat Uanarumit * Executive Director

Authority and Responsibilities of the Board of Executive Directors

For more efficiency, a new company’s structure was established. The
Executive Board was authorized to take responsibilities in setting up
policies assigned from the Board of Directors in order that the Managing
Director will be able to carry them out.

The Executive Board will be authorized and responsible in setting up the
policies concerning the followings:

1.  Risk Control

2.  Corporate Development

3.  Business Development

4.  Corporate Affairs

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

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

    1.  Securities Trading Limit Policy

    2.  Collateral Evaluation and management

    3.  Securities List for Credit Balance

    4.  Significant statement specification in the contract

    5.  Risk Control Policy

Risk Control Committee consists of

Mrs. Wilaiwan Tantitham Chairman

*Mr. Wirat Uanarumit Committee

Ms. Tippranee Chatmanop Committee

Mrs. Kanchana Utaichairsiri Committee

Mr. Pornthep Tavornvisuthikul Committee

Mr. Suwit Rattanayanond Committee

Mrs. Kanlaya Chusttayanond Committee and Secretary

2.  Human Resources Committee: responsible for the followings:

    1.  Develop Personnel Policy

    2.  Set up Standard Development Policy

    3.  Develop Personnel Performance Evaluation Policy

  Human Resources Committee consists of

  Mrs. Wilaiwan Tantitham Chairman

  Mr. Kulvat Janvatanavit Committee

  *Mr. Wirat Uanarumit Committee

  Vice President of Human Resources Department Committee and Secretary

3.  The Investment committee: responsible for the followings:

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

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

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

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

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

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

  Investment Committee consists of

  Mr. Kulvat Janvatanavit Chairman

  Mrs. Wilaiwan Tantitham Committee

  Ms. Tippranee Chatmanop Committee

  Mrs. Chutimarl Jirabowornpongsa Committee and Secretary

4.  Business Development Committee: responsible for the followings:

    1.  Set up Business Development Policy

    2.  Develop Plans to build up business potential

    3.  Seek new business allies

  Business Development Committee consists of

  Mr. Kulvat Janvatanavit Chairman

  *Mr. Wirat Uanarumit Committee

  Mr. Suwit Rattanayanond Committee and Secretary

5.  Purchasing Committee: responsible for the followings:

    1.  Approve purchasing order

    2.  Provide advice on appropriate negotiation

    3.  Select the best supplier

  Purchasing Committee consists of

  Mrs. Wilaiwan Tantitham Chairman

  *Mr. Wirat Uanarumit Committee

  Ms. Tippranee Chatmanop Committee

  Mr. Pornthep Tavornvisuthikul Committee

  Mr. Suwit Rattanayanond Committee

  Vice President of Human Resources & Admin. Dept. Committee and
  Secretary

C. Audit Committee consists of

1. Mr.Vichien Wattanakun Chairman of the Audit Committee

2. Mr.Vorapol Socatiyanurak Audit Committee

3. Mrs.Benjawan Kumpanartsanyakorn Audit Committee

 The Senior Vice President – Management Internal Control & MIS, Mrs.Kanchana Utaichaisiri, was appointed Secretary to the Audit Committee.

The Authority and Responsibilities of the Audit committee

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

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

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

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

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

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

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

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

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

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

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

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

D. Remunerations Committee: consists of those outside directors who are independent from the company’s management as follows:

Mr. Wichien Wattanakun Chairman

  Mr. Pravit Klongwattanakith Committee

  Mrs. Benjawan Kumpanartsanyakorn Committee

Mr. Vorapol Socatiyanulak Committee

  Mr. Kanit Sarasin Committee

  Mr. Verajet Wongkulsolkit Committee and Secretary

  Remunerations Committee has the following authority and
  responsibilities

1.  Propose remunerations payment rules and policies to the Board of
    Directors.

2.  Decide on the annual remunerations and or any other remunerations
    for executive level ranging from the Managing Director to the
    Chairman of the Executive Board.

3.  Decide on the annual remunerations adjustment budget, and the yearly
    bonus of management staff ranging from Executive Vice President up
    to Senior Executive Vice President the amount of which Managing
    Director had proposed via the approval from the Executive Board.

  E. List of Executives as at 31 December 2002 consists of

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

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

  3.    Mr. Wirat Uanarumit * President

  4.    MissTippranee         Senior Executive Vice President
        Chatmanop             

  5.    Mr. Porntep           First Senior Executive Vice President
        Tavornvisuthikul      

  6.    Mr. Sith              Executive Vice President - Marketing
        Setthaverawat         

  7.    Mr. Prasit Srisuwan   Executive Vice President – Marketing

  8.    Mr.Kittipong Supradit Executive Vice President-Marketing
        na Ayudhya            

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

  (2) Selection of Directors and Executives

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

- The Selection of Company’s Directors

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

- The Selection of Executive Directors

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

- The Selection of Audit Committee

The Audit Committee should be appointed by the Board of Directors and
normally the Independent Directors were appointed to be the Audit
Committee and the term of office is 2 years.

  (3) Management Remunerations

  a. Remunerations is cash

-   Directors

+--------------------+--------+--------------+--------+---------------+
|                    | Year   |              | Year   |               |
|                    | 2002   |              | 2001   |               |
+--------------------+--------+--------------+--------+---------------+
|                    | No. of | *Total       | No. of | Total Amount  |
|                    | P      | Amount       | P      | (Baht)        |
|                    | ersons | (Baht)       | ersons |               |
+--------------------+--------+--------------+--------+---------------+
| Directors’ fee     | 12     | 2,721,000    | 11     | 1,896,000     |
+--------------------+--------+--------------+--------+---------------+
| Bonus              | -      | None         | -      | None          |
+--------------------+--------+--------------+--------+---------------+
| Other              | -      | None         | -      | None          |
| remunerations      |        |              |        |               |
+--------------------+--------+--------------+--------+---------------+
| Total              |        | 2,721,000    |        | 1,896,000     |
+--------------------+--------+--------------+--------+---------------+

  * Including Audit Committee’s Meeting fee of 600,000 Baht

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

+---------------------+--------+--------------+---------+-------------+
|                     | Year   |              | Year    |             |
|                     | 2002   |              | 2001    |             |
+---------------------+--------+--------------+---------+-------------+
|                     | No. of | Total Amount | No. of  | Total       |
|                     | P      | (Baht)       | Persons | Amount      |
|                     | ersons |              |         | (Baht)      |
+---------------------+--------+--------------+---------+-------------+
| Salaries            | 8      | 1            | 9       | 10,194,593  |
|                     |        | 2,981,104.66 |         |             |
+---------------------+--------+--------------+---------+-------------+
| Bonus               | 7      | 9,179,840    | -       | None        |
+---------------------+--------+--------------+---------+-------------+
| Other Remunerations | -      | None         | -       | None        |
+---------------------+--------+--------------+---------+-------------+
| Directors as        | -      | None         | -       | None        |
| Management (if any) |        |              |         |             |
+---------------------+--------+--------------+---------+-------------+
| Total               |        | 2            |         | 10,194,593  |
|                     |        | 2,160,944.66 |         |             |
+---------------------+--------+--------------+---------+-------------+

B. Other Remunerations (Non cash)

-   Directors

  Each director of the Company and its subsidiary, the total of 15
  persons, was allocated the Company’s Warrant to be converted into
  Common Shares under ESOP Scheme for 80,000 units or in aggregation of
  1,200,000 units.

-   Executive Directors and Management

Other remunerations to Executive Directors and Management are the
Provident Fund which: In the year 2001, there were altogether 9
Executive Directors and Management which amounted to 300,578 Baht. In
2002, there were 8 Executive Directors and Management and the Provident
Fund was amounted to 383,833.14 Baht. Moreover, a total of 5 Management
who are not Directors were allocated the Company’s Warrant under ESOP
Scheme for the total of 318,500 units and to the Managing Director who
was newly appointed for the amount of 80,000 units.

  (4) Supervision of Business Operations

As the Company is one of the listed companies, we had complied to the 15
Principles of Good Corporate Governance guided by the Stock Exchange of
Thailand as follows :

1.  Compliance Policy

  As the Board of Directors realizes the importance of consistant and
  constant growth of the Company, compliance policy was set up to direct
  the business operations of the Company under self regulatory system to
  ensure that everything is carried out in compliance with the rules,
  laws and regulations as well as the Business Code of Ethics for more
  efficiency and for long term benefits to the shareholders.

2.  Shareholders : Rights and Equitable Treatment

  In the year 2002, there were totally 3 shareholders’ meetings held of
  which 1 was the Annual General Meeting and the other 2 were
  Extraordinary Meetings. All meetings were held in Bangkok and the
  invitation letter stating the agenda were sent to the shareholders
  about 10 days prior to the meeting date. Each agenda consisted of the
  Board’s opinion to acknowledge the shareholders in advance of the
  matters to be considered in the meeting. Minutes of the Shareholders’
  meeting was completely and accurately made ready for inspection.
  Moreover, in 2002, the Company had provided an alternative for the
  Shareholders to choose to grant their proxy to the Company’s
  Independent Directors to vote on their behalf in the meeting.

  In the year 2003, however, the Company intends to provide more
  information on the agenda as we realize the importance of the
  shareholders’ right in acknowledgement of the Company’s information.

3.  Stakeholders’ Right

  The Company realizes the importance of internal group of stakeholders
  such as employees and management of the Company and subsidiary Company
  as well as those external groups such as competitors, government
  creditor and other related entities for their supports which will
  build up our strength to compete in business which will also indicate
  our future achievement. The Company, therefore, strictly emphasizes on
  the compliance of related laws, rules and regulations to ensure that
  all the stakeholders’ rights are well protected and treated with care.

4.  Shareholders’ Meeting

  Every Shareholders’ Meeting in the year 2002 always consisted of the
  members of the Board of Directors which included the Chairman of the
  Audit Committee. The Chairman of the Meeting had provided enough and
  equal chances to the attended Shareholders to investigate or make
  their comments on the Company’s operations and significant matters
  would all be recorded in the minutes of the Meeting.

5.  Leadership and Vision

    -   Board of Directors has taken part in the setting up ( or
        approval of ) vision, mission, strategies, objectives, business
        plans and budget of the Company and direct them towards the set
        goals effectively and efficiently in order to financially add
        more value to the business and to maximize benefits to the
        Shareholders as a whole.

    -   Board of Directors always ensures that the Company has effective
        management internal control and risk control system and includes
        the regular follow ups in the Board meetings.

    -   Board of Directors clearly determines and differentiates the
        roles, duties and responsibilities among the different boards,
        committees and management and ensures that each part understands
        them correctly.

    -   Board of Directors ensures that the Executive Board always
        follows the set policies, for instance, the Executive Board is
        authorized to approve for not exceeding 100 million Baht in
        securities business, to approve the expenses within the budget
        excluding those connected transactions or those which have some
        conflict of interest as well as the transaction which has to be
        approved by the Shareholders under the rules from SET and SEC.

6.  Conflict of Interest

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

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

The policy and regulations are as follows:

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

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

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

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

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

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

7.  Business Ethics

  The Company had issued a code of ethics or the statement of business
  for the Board of Directors, management and employees to ensure that
  they have done their duties honestly and virtuously towards the
  Company itself and towards the various stakeholders, public and
  society as a whole, provision of which everybody had signed in
  agreement and acknowledgement. And they will be kept informed and
  followed up and disciplinary action was set forth against any violence
  actions.

8.  Balance of Power for Non-Executive Directors

  The Company’s Board of Directors consists of 12 members comprising of

-   5 Executive Directors

-   7 Non-Executive Directors of which 4 are outside directors and 3 are
    independent directors which equals to the ratio of 1 to 3 of the
    whole Board.

  The 3 Independent Directors were also appointed as members of Audit
  Committee to be responsible for the financial auditing and internal
  control as well as the good governance of the Company’s business as
  set forth in the Company’s policy.

9.  Aggregation or Segregation of Positions

  The Company’s Chairman of the Board of Director and the President were
  different persons so that the policy determiner and the person who
  carried them out are separated persons. However, Board of Director’s
  structure comprised of the independent directors in the ratio of
  one-third of the whole Board for the sake of balance of power and
  management auditing.

10. Remunerations for Directors and the Management

  Details of the Remunerations paid to the Directors and Management had
  already been stated aforementioned.

11. Board of Directors’ Meeting

  The Board of Directors’ meeting were scheduled on the 2^(nd) Thursday
  of each month. Additional or extra meetings had been arranged when
  necessary. Agenda are always clearly set and informed in advance with
  the follow up issue agenda set as regular agenda. Secretary to the
  Board will set up the meeting invitation comprising the agenda and
  send them out to the Board members about 7 days prior to the meeting
  date so that the directors will have enough time to study the
  documents in concern before coming to the meeting. Normally, the Board
  meeting will take up about 2 hours. In 2002, there were totally 15
  meetings held 12 of which were regular meetings and 3 were additional
  meetings to consider special matters. The meeting attendance of each
  director are tabled below:

+---------------------+----------+-------------+---------+-----------+
| Name                | Term of  | Times       |         |           |
|                     | Position | participate |         |           |
|                     | Held     | / Total     |         |           |
|                     |          | meeting     |         |           |
|                     |          | (times)     |         |           |
+---------------------+----------+-------------+---------+-----------+
|                     |          | Regular     | Special | Total     |
|                     |          | meeting     | meeting |           |
+---------------------+----------+-------------+---------+-----------+
| 1.                  | Whole    | 12/12       | 3/3     | 15/15     |
| Mr                  | year     |             |         |           |
| .VitoonWongkusolkij |          | 5/12        | 1/3     | 6/15      |
|                     | Whole    |             |         |           |
| 2. Mr. Chanin       | year     | 12/12       | 3/3     | 15/15     |
| Vongkusolkit        |          |             |         |           |
|                     | Whole    | 12/12       | 2/3     | 14/15     |
| 3. Mr. Pravit       | year     |             |         |           |
| Klongwatthanakith   |          | 6/12        | 0/3     | 6/15      |
|                     | Whole    |             |         |           |
| 4. Mr. Wichien      | year     | 12/12       | 3/3     | 15/15     |
| Wattanakun          |          |             |         |           |
|                     | Whole    | 9/12        | 3/3     | 12/15     |
| 5. Mr. Kanit        | year     |             |         |           |
| Sarasin             |          | 12/12       | 3/3     | 15/15     |
|                     | Whole    |             |         |           |
| 6. Mr. Verajet      | year     | 12/12       | 3/3     | 15/15     |
| Vongkusolkit        |          |             |         |           |
|                     | Whole    | 9/12        | 2/3     | 11/15     |
| 7. Mr. Siripong     | year     |             |         |           |
| Sombutsiri          |          | 11/12       | 3/3     | 14/15     |
|                     | Whole    |             |         |           |
| 8. Mrs.Wilaiwan     | year     | 3/3         | -       | 3/3       |
| Tantitham           |          |             |         |           |
|                     | Whole    |             |         |           |
| 9. Mr. Vorapol      | year     |             |         |           |
| Socatiyanurak       |          |             |         |           |
|                     | Whole    |             |         |           |
| 10.Mrs.Benja        | year     |             |         |           |
| wanKumpanartsanya - |          |             |         |           |
| korn                | Whole    |             |         |           |
|                     | year     |             |         |           |
| 11.Mr. Kulvat       |          |             |         |           |
| Janvatanavit        | 3 months |             |         |           |
|                     |          |             |         |           |
| 12.Mr. Wirat        |          |             |         |           |
| Uanarumit           |          |             |         |           |
+---------------------+----------+-------------+---------+-----------+

Written minutes had been made, verified and accurately kept ready to be
examined from all concerns.

12. Committees

The Board of Directors had appointed various committees to assist in the
corporate governance of the Company details of which were already stated
under No. 2.9 no. 1 Management structure. Stated below was only the
development of each committee in the year 2002.

-Audit Committee

Audit Committee was first set up on 14 September, 2000 and the official
period is 2 years each. In the year 2002, there were altogether 12
meetings held to discuss various matters under normal practice of the
committee’s scope of authorization and reported to the Board of
Directors.

-Remunerations Committee

Remunerations Committee was set up on 11 September, 2002. During the
year 2002, there were 3 meetings held to determine the annual
remunerations of the Chairman and Vice Chairman of the Executive Board
as well as the President. In addition, the Committee had raised the idea
of setting remunerations for the Executive Board who is the outside
director to be submitted for approval in the Shareholders’ meeting in
order to attract and retain quality directors.

-Risk Control Committee

Risk Control Committee had arranged 14 meetings during the year 2002 in
order to consider and discuss normal issues under the committee’s scope
of authorization and reported to the Executive Board.

-Investment Committee

Investment Committee held 11 meetings in the year 2002 to consider and
discuss the various matters concerning the Company’s investment under
normal practice of its scope of authorization and reported to the
Executive Board.

-Purchasing Committee

Purchasing Committee was set up on 15 August, 2002. There were 4
meetings held during the year 2002 in order to consider various matters
such as the selling of Company’s old assets and the purchasing of the
executives position’s cars and reported to the Executive Board.

13. Controlling System and Internal Audit

-   Controlling system and Internal Audit

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

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

-   Risk Control Management

  The Company had also emphasized on minimizing risk in order to firmly
  survive in the business. Risk Control Committee was set up to take
  care of the risk control management function. The committees’ members
  consist of management from both front and back offices’ staff.

14. Directors’ Reporting

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

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

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

  The Board of Directors had determined that the Company’s internal
  audit system as a whole was highly acceptable and was able to
  rationally confirm the reliability of the Company and its consolidated
  Company’s financial statement as of 31 December, 2002.

15. Relations with Investors

  The Board of Directors realizes that the Company’s financial as well
  as non-financial data are important to the investors and other related
  persons’ decision. Therefore, the Board always ensures that the
  correct, timely and transparent information was disclosed. Though the
  investor relations unit has not yet been set officially as there has
  not been much activities, the Senior Vice President of Business
  Development Department was assigned to communicate with institutional
  and individual investors, stock analysts in general and state agencies
  concerned. Investors may contact us for more information by calling
  0-22070416 or visit our website : www.unitedsec.com or e-mail to :
  suwitra@unitedsec.com .

  (5) Human Resources

As of 27 December 2002, the Company had a total headcount of 178 persons
which can be categorized below:

  1. Marketing group (front office staff) 100 persons

  2. Operations group(back office staff) 29 persons

  3. Others 49 persons

Of which 49 persons were the branches’ staff and another 21 persons were
from the subsidiary company.

For the past 3 years, the company has been engaged in one labor dispute
case which was able to settle during litigation process.

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

+---------------------+---------------+---------------+---------------+
| Types of            | Year 2000     | Year 2001     | Year 2002     |
| Remunerations       |               |               |               |
|                     |               |               |               |
| (Unit :Baht)        |               |               |               |
+---------------------+---------------+---------------+---------------+
| Salary              | 50,551,536.67 | 34,541,290.60 | 49,865,986.10 |
+---------------------+---------------+---------------+---------------+
| Bonus               | 9,341,760.00  | 257,300.00    | 33,415,735.03 |
+---------------------+---------------+---------------+---------------+
| Contribution on     | 1,673,811.92  | 910,187.18    | 1,381,046.23  |
| Provident Fund      |               |               |               |
+---------------------+---------------+---------------+---------------+
| Marketing Incentive | 43,428,602.63 | 6,876,304.73  | 22,666,081.73 |
+---------------------+---------------+---------------+---------------+
| Others              | 11,195,029.87 | 3,447,092.52  | 3,278,811.37  |
+---------------------+---------------+---------------+---------------+
| Total               | 1             | 46,032,175.03 | 1             |
|                     | 16,190,741.09 |               | 10,607,660.46 |
+---------------------+---------------+---------------+---------------+

The Company has a policy to develop its employees’ efficiency by
arranging both internal and external training courses on a continual
basis.