Attachment 3 - Other : Details of subsidiaries’ directors

[TABLE]

Remark A = Managing Director, B = Director, C = Authorized Director, D =
Management, E = Executive Director

Attachment 3 - Other : Audit Committee’s Report

The Board of Directors of ACAP Advisory Public Company Limited has
appointed the Audit Committee who possess qualifications and scope of
responsibilities according to the Stock Exchange of Thailand’s
announcement concerning Audit Committees B.E. 2541 (1998). The Company’s
Audit Committee is comprised of 3 independent directors who possess
knowledge, skills and experience in organisational management, finance
and accounting, internal audit, and tax law, and is lead by Mr. Suraphol
Sindhuvanich, the Chairman of the Audit Committee, and has Ms. Narumol
Wangsatorntanakun and Mr. Chatchawan Triamvicharnkul as the members.

During 2012, the Audit Committee has worked independently as per its
authority and duty stated in the Audit Committee charter and as assigned
by the Company’s Board of Directors The Audit Committee’s major
functions can be summarized as follows:

(1) Attending the Audit Committee’s meetings: In 2012, the Audit
Committee organized 12 meetings, 4 of which were meetings with the
Company’s external auditor. Of all the meetings, Mr. Suraphol
Sindhuvanich attended 12/12 meetings, and Ms. Narumol Wangsatorntanakun
attended 12/12 and Mr. Chatchawan Triamvicharnkul attended 12/12
meetings.

(2) Reviewing of the financial statements: The Audit Committee, together
with the management team and the external auditor from Price Water House
Coopers ABAS Co., Ltd., reviewed the Company’s and the subsidiaries’
quarterly and annual financial statements for 2012 (at the meeting no.
2/2013 dated February 22, 2013 to review the 2012 annual financial
statement). The Audit Committee also provided recommendations and
opinions to ensure completeness, correctness and compliance of the
financial statement and reports as per generally accepted accounting
standardswhich allowed the Company to submit the financial statements to
the Stock Exchange of Thailand (SET) within the specified timeframe. The
Audit Committee agreed with the external auditor that the Company’s
financial statements properly shown all necessary items as per generally
accepted accounting standards The Audit Committee also accepted and
conveyed any recommendations and comments from the external auditor for
consideration with the management team to improve the efficiency of the
Company’s accounting system and related operations.

(3) Monitoring the internal control system: The Audit Committee reviewed
and monitored the Company’s internal control and internal audit system
to evaluate their adequacy as per the regulations set by the Stock
Exchange of Thailand (SET) and the Securities and Exchange Commission
(SEC). The Audit Committee provided the same opinion as the Internal
Audit Department and the external auditor that the Company has
sufficient internal control systems and it found no significant issues
that may affect the business operations , The Audit Committee also
monitored the improvement in the operations by other departments as
required in the evaluation reports from the Internal Audit Department
and Compliance Department to ensure that the problems or deficiencies
had been improved or appropriately resolved within the required
timeframe.

(4) Monitoring of good corporate governance and financial disclosure
process: The Audit Committee has reviewed the disclosure of the
Company’s information as per the regulations established by the SET and
the SEC and approved the annual registration statement (Form 56-1) and
the annual report (Form 56-2). Moreover, the Audit Committee has also
reviewed the arrangement and agenda of the shareholders’ meeting to be
in accordance with the relevant SET and SEC regulations. Additionally,
the Audit Committee has reviewed transactions among the Company and its
subsidiaries and other related-parties (i.e. related party transactions)
to ensure that the Company has operated in accordance with its own
compliance regulations and requirements and those of the SET and SEC,
and the Audit Committee has concurred with the external auditors that
those transactions were based on sound reasoning and were for the
benefit of shareholders.

(5) Monitoring the internal auditing process: the Audit Committee has
monitored and reviewed the Internal Audit Department’s work, annual
audit plan, annual budget and manpower on a quarterly basis. The Audit
Committee has also reviewed the Company’s auditing process to ensure it
is appropriate for the changing business environment the Company faces
and to make sure that the auditing process can respond proactively.
Moreover, the Audit Committee has provided support for the Company’s
internal auditors to receive training and attend seminars to develop
their knowledge and skills in compliance, internal control and internal
auditing processes including risk management. The Audit Committee also
constantly reviews the internal audit charter to ensure that the
Internal Audit Department can function independently can perform their
duties as per professional internal audit process standards..

(6) Reviewing of risk management practices: the Audit Committee has
monitored the operation of the Company’s risk management unit to ensure
that the Company has an effective risk management system that can
mitigate risks within the required time frame and at an acceptable
level, including considering adopting of the risk mangement plan as a
guideline for conducting the Internal Audit Department’s audit planning
process.

(7) Considering and appointing of the auditor: Price Water House Coopers
ABAS Co., Ltd. proposed providing financial auditing services to the
Company in 2013. The Audit Committee coordinated with the management
team to review the proposed company’s background in 2008-2012, its past
auditing performance and the proposed auditing expense as well as the
qualifications and independence of the proposed auditor in relation to
the regulations established by the SET and SEC. Based on the reviews,
the Audit Committee recommended the Company’s Board of Directors to
appoint Mr. Paiboon Tankul, certified public accountant registration No.
4298, and/or Miss. Sakuna Yaemskul, certified public accountant
registration No. 4906, and/or Mrs. Anothai Leekitwattana, certified
public accountant registration No. 3442 of Price Water House Coopers
ABAS Co., Ltd., as the Company’s external auditor(s) for 2013 with the
budget for auditing expense not over THB 570,000 excluding related
expenses based on the actual auditing work. In case the above auditors
cannot perform as expected, Price Water House Coopers ABAS Co., Ltd. can
appoint other certified auditors from its firm to perform the auditing
service and to provide opinions on the Company’s financial statements,
in replacement of the above auditors.

(8) Developing the Audit Committee: The Audit Committee has considered
and reviewed the Audit Committee charter for its suitability and
compliance with relevant regulations and related laws as well as
conducted a self-assessment on its performance in order to further
improve its performance in the future. The evaluation criteria were
based on the action taken on each issue and the effectiveness of these
actions. According to the results of the performance evaluation for
2012, the overall performance of the Audit Committee was considered to
be good to very good. Furthermore, the audit committee has regularly
attended several of the seminars. The forum intends to develop and
enhance knowledge including ability of the audit committee regarding
accounting standard, compliance and internal audit, and risk management.

  On behalf of the Audit Committee

Mr. Suraphol Sindhuvanich

Chairman of the Audit Committee

  22 February 2013

Attachment 3 - Other : Nominating and Compensation Committee’s Report

The Board of Directors of ACAP Advisory Public Company Limited (“the
Company”) has notified the resolution to appoint the Nominating and
Compensation Committee as a member of the Board of Directors of the
Company as to conform to the good corporate governance policy of the
Stock Exchange of Thailand. The aspect of nominating and compensation to
the executive directors and chief executives is to be transparent and
fairness to all stakeholder groups, including structure efficiency in
business operation. The Company’s Nominating and Compensation Committee
comprised of 3 independent directors that is Ms. Narumol
Wangsatorntanakun, Chairman of the Nominating and Compensation Committee
and Mr. Suraphol Sindhuvanich and Mr. Chatchawan Triamvicharnkul as
Members of the Nominating and Compensation Committee.

In fiscal year 2012, the Nominating and Compensation Committee held 1
meeting and all 3 directors attended the meeting. The Nominating and
Compensation Committee is accountable to consider different agendas that
is to consider and approve the re-election of directors who are due to
retire, to consider and approve the determination of the directors’
remuneration for the year 2012, to consider and approve the adjustment
of number of independent directors to correspond with new provision of
the Securities and Exchange Commission Thailand (“SEC”) regarding the
Independent Directors Committee and Audit Committee, including conduct
self-assessment to acknowledge the accomplishment and identify problems
in order to rectify the administration of the Nominating and
Compensation Committee for further progression. The assessment criteria
will be considered as whether the agenda has been practiced or not and
the level of effectiveness. The overall assessment of operation in 2012
is rated at good to very good.

On behalf of the Nominating and Compensation Committee

Ms. Narumol Wangsatorntanakun

Chairman of the Nominating and Compensation Committee

22 February 2013