9. Management

  9.1 Management Structure

The Company structure consisting of the Board of Director and 11 other
sub-committees, which are 1) Audit Committee, 2) Compensation Committee,
3) Nomination Committee, 4) Risk Management Committee, 5) Debt Recovery
Committee, 6) Purchasing Committee, 7) Human Resource Committee , 8)
Disciplinary Committee , 9) Welfare Committee , 10) Health and
Environment Committee, 11) ESOP Committee, details as follows:

Board of Directors

As of 31 December 2008, the Company’s Board of Directors consisted of
the following 12 members; and 4 were independent directors, accounting
for 33.33% of the Board, 4 were representatives from the major
shareholder, 8 were non-executive directors, 4 were executive directors,
4 directors have attended director training programs of the Thai
Institute of Directors (“IOD”). In 2008, the Company had 6 Board of
Directors’ meetings; details of attendance of each director are as
follows:

[] Note : * Mr. Eugene Tan is appointed to be an independent director
from 20 June 2008.

As of 31 December 2008, authorized Directors were 1) Mr. Wei Chang Fang
2) Ms. Bee Leng Ooi 3) Ms. Suchada Sodthibhapkul 4) Mr. Yen, Chih –
Chien, 5) Ms. Pi-Lin Huang and the signature of any two Authorized
Directors shall be required to bind the Company.

  []

The Board of Directors’ Meeting No.5/2002 dated 6^(th) November 2002
approved to appoint Ms. Nongluk Ningsanond, who graduated from the
Company Secretary Program class 5/2004 conducted by Thai Institute of
Directors (IOD), as acting Company Secretary.

Criteria for selecting independent director

The Company has the following criteria for selecting independent
directors:

1. The Company will select an independent director who has all
qualifications and no prohibited characteristics as determined by the
SET and the SEC. The Nomination Committee will select qualified
candidates and propose to Board’s meeting for approval.

2. As far as possible, the Company will try to select an independent
director who has relevant knowledge and working experience so that he
may provide best advice to the Board.

Characteristics of Independent directors.

Independent directors are defined as follows:

(1) They hold shares equivalent to not more than 1 percent of the
paid-up capital of the Company, the parent company, any subsidiary
company, associated company or any juristic person which results in a
conflict of interest.

(2) A director who is not an employee, staff member, or advisor who
receives a regular salary, or a controlling person of the Company, the
parent company, any subsidiary company or associated company or of any
juristic person resulting in a conflict of interest, either at present
or during the past two years .

(3) A director who has no biological or legal relationship in terms of
parent, spouse, sibling, child or spouse of the child with any of the
executives, major shareholder, controlling person, or any person already
proposed to be appointed as an executive or controlling person of the
Company or its subsidiary.

(4) A director who has no business relationship with the Company, the
parent company, subsidiary companies, associated companies or any
conflict of interest with the company which would affect the ability of
the director to provide independent opinions relating to the operations
of the Company.

(5) A director who is not or never been an auditor of the Company, the
parent company, any subsidiary company or associated company or of any
juristic person resulting in a conflict of interest. A director who is
not a major shareholder or director (who is not an independent director)
or executive or partner of the audit company which has the auditor of
the Company, the parent company, any subsidiary company or associated
company or of any juristic person resulting in a conflict of interest,
either at present or during the past two years .

(6) A director who is not or never been a professional advisor, such as
legal advisor or financial advisor that received service fees of more
than Baht 2 million per year, for services for the Company, the parent
company, any subsidiary company or associated company or of any juristic
person resulting in a conflict of interest. In the case that the service
provider is a juristic person, a director should never be a major
shareholder, director (not including independent director), executive or
partner of the juristic person, either at present or during the past 2
years.

(7) A director who is not a representative of the Company’s director or
major shareholder or a shareholder who is related to the Company’s major
shareholder.

(8) No other characteristic that would prevent independent opinion
relating to the operations of the Company.

 

Responsibility of the Board of Directors

The Board of Directors has responsibilities as follows:

The Board of Directors’ duties

The Board of Directors must carefully carry out their duties with
competence, using their knowledge and experience to run the business for
the benefit of shareholders and the Company itself. They must perform
their duties in line with the Company’s objectives, its Articles of
Association, relevant Thai laws and the resolutions of shareholders.

To review and approve appropriate policies

The Board of Directors must review and approve the appropriate policies
and directions of the Company’s business as proposed by the Management.

To monitor and supervise the management

The Board of Directors must monitor and supervise the management and
their implementation of the Company’s policies effectively. The Board of
Directors should advise the management of any significant matters
regarding the Company’s business, connected party transactions, or other
issues, according to its by-laws, and the rules and regulations of the
SEC and the SET. The Directors can seek independent professional advice
concerning the Company’s business, when considered necessary.

To monitor internal controls and internal audit procedures

The Board of Directors should monitor the effectiveness of the Company’s
internal controls and internal audit systems. It should set up an Audit
Committee, which should supervise on internal audit and compliance.

Conduct of non-executive directors

Non-executive directors should bring independent judgment to bear on
issues of strategy, performance, resources, key appointments, and
standards of conduct. They should oppose any proposal brought by other
directors or management that they consider may lead to inequitable
treatment of shareholders.

Code of best practice and ethics

The Board of Directors should ensure that the Company has a Compliance
Manual which consists of Code of Corporate Conduct and a Code of Ethics
as guidelines for the Company and employees.

Directors’ position in other committee (As of 31 December 2008)

[]

Note : * Mr. Eugene Tan is appointed to be an independent director from
20 June 2008.

Audit Committee

The Audit Committee is the Board’s sub-committee appointed to help the
Board of Directors to operate in full compliance with laws, rules, and
regulations. The Audit Committee is made up of at least three
Independent Directors.

Audit Committee consisted of the following 3 members:

1. Dr. Pisit Leeahtam Audit Committee Chairman

2. Dr. Don Bhasavanich Audit Committee member

3. Mr. Pradit Sawattananond* Audit Committee member

Ms. Apaporn Vorapun acted as Audit Committee’s Secretary.

Note : * Mr. Pradit Sawattananond is the audit committee who has
adequate expertise and experience to review creditability of the
financial reports.

In 2008 the Audit Committee had 4 meetings, details of attendance of
each director are as follows:

  --------------------- ----------------------- --------------------------
  Name                  Position                Attendance Record / Total
                                                Meeting

  1. Dr. Pisit Leeahtam Chairman of Audit       4/4
                        Committee               

  2. Dr. Don            Audit Committee         4/4
  Bhasavanich                                   

  3. Mr. Pradit         Audit Committee         4/4
  Sawattananond                                 
  --------------------- ----------------------- --------------------------

Scope of duties and responsibilities of the Audit Committee

The Audit Committee has the following scope of duties and
responsibilities, and reports to the Board of Directors.

1.  To review the company’s financial reporting process to ensure its
    accuracy and adequacy.

2.  To review the Company’s internal control systems and internal audit
    systems to ensure that they are suitable and effective, to determine
    the audit department’s independence, and to approve the appointment,
    transfer and/or dismissal of the head of the internal audit
    department or any other unit responsible for internal audit.

3.  To review the Company’s compliance with laws relating to securities
    and the stock exchange, the SET ’s regulations, and laws relating to
    the Company’s business.

4.  To consider, select and nominate an independent person to be the
    Company’s auditor, and to propose such person’s remuneration, and to
    attend a meeting with the auditor at least once a year at which the
    Company’s management is not present.

5.  To review any connected transactions, or transactions that may lead
    to conflicts of interest, to ensure that they are in compliance with
    the relevant laws and the SET ’s regulations, and that they are in
    the best interests of the Company.

6.  To review the Company’s risk management policies and procedures to
    ensure that they are suitable and efficient.

7.  To prepare and to disclose in the Company’s annual report, an audit
    committee report which must be signed by the audit committee’s
    chairman and contain at least the following information:

  7.1 an opinion on the accuracy, completeness and creditability of the
  Company’s financial statements,

  7.2 an opinion on the adequacy of the Company’s internal control
  systems,

  7.3 an opinion on the compliance with the relevant laws relating to
  securities and the stock exchange, the SET ’s regulations, and other
  laws relating to the Company’s business,

  7.4 an opinion on the suitability of the auditor,

  7.5 an opinion on any transactions that may involve conflicts of
  interests,

  7.6 the number of the audit committee meetings, and the attendance at
  such meetings by each committee member,

  7.7 an opinion or overview comment by the audit committee regarding
  the performance of its duties in accordance with the charter,

  7.8 any other transactions which, in the audit committee’s opinion,
  should be disclosed to the Company’s shareholders and general
  investors.

8.  In the performance of its duties, if it is found or suspected that a
    transaction or any of the following acts has taken place, which may
    materially affect the Company’s financial condition or operating
    results, the audit committee shall report it to the Board of
    directors for rectification within a period of time to be set by the
    audit committee

  8.1 a transaction which causes a conflict of interest,

  8.2 any fraud, irregularity, or material defect in an internal control
  system,

  8.3 an infringement of the laws relating to securities or the stock
  exchange, the SET ’s regulations, or any other law relating to the
  Company’s business.

  If the Board of Directors or management fails to make a rectification
  within the specified time, any audit committee member may report the
  transaction or act to the Office of the Securities and Exchange
  Commission or the Exchange.

9.  If the auditor becomes suspects that a director, manager, or any
    person responsible for the Company’s operations has violated any
    relevant securities law, they should report the evidence relating to
    such event to the audit committee for investigation immediately. The
    audit committee will report the results of its preliminary
    investigation to the Office of the Securities and Exchange
    Commission and to the auditor within 30 days. Notification of the
    suspicious events and procedures for investigating such shall comply
    with the notification of the Capital Market Supervisory Board.

10. To perform any other act as assigned by the Board of Directors and
    accepted by Audit Committee.

Compensation Committee

The Company’s Compensation Committee consists of the following 3
members;

1. Mr. Chin-Lung Tseng Chairman

2. Mr. Pradit Sawattananond Independent Director

3. Ms. Chao Ling Chen Member

Scope of duties and responsibilities of the Compensation Committee

1. To consider and approve the compensation of the Company's management.

2. To set the criteria, components, structure and form of payment of the
Directors, to ensure their interests are aligned with those of the
shareholders.

3. To recommend the compensation of the Directors to the BOD for
approval and proposal to a shareholders' meeting for final approval.

Nomination Committee

The Nomination Committee consists of the following 3 members:

1. Dr. Pisit Leeahtam Independent Director

2. Mr. Pradit Sawattananond Independent Director

3. Ms. Bee Leng Ooi Director

Scope of duties and responsibilities of the Nomination Committee

Nomination Committee is responsible for selection of qualified
candidates and propose to Board’s meeting for approval.

Risk Management Committee

The Risk Management Committee consists of the following 16 members:

1. Mr. Wei Chang Fang Chief Operating Officer

2. Ms. Bee Leng Ooi Managing Director

3. Ms. Suchada Sodthibhapkul Managing Director

4. Ms. Saranya Larksukthom Executive Vice President, Operation
Department

5. Mr. Ratchakritpong Ekrangsun Executive Vice President, Fixed Income
Department

6. Ms. Pakavalee Jearsawatvattana Executive Vice President, Investment
Banking Department

7. Ms. Naruemol Artamnuayvipas Executive Vice President, Equity
Derivatives Department

8. Ms. Nongluk Ningsanond Executive Vice President, PR& Marketing
Department

9. Ms. Kitiwan Thunnom Executive Vice President, Finance & Accounting
Department

10. Mr. Mark Antony Hodge Senior Vice President, Corporate Strategy
Division

11. Mr. Chai Durongkarattanakul Senior Vice President, Information
Technology Department

12. Ms. Acharee Turongsomboon Senior Vice President, Treasury Department

13. Mr. Pakornpolathip Ittichaicharn Senior Vice President, Legal and
Compliance Department

14. Ms. Jariya Posayajinda Senior Vice President, Equity Proprietary
Trading Department

15. Ms. Ujjima Kitpoka Vice President, Institutional Equity Sales
Department

16. Mr. Natachai Boonyaprapatsara Vice President, Risk Management
Department

Scope of duties and responsibilities of the Risk Management Committee

1)  Implement risk policies and risk architecture.

2)  Approve risk budgeting and risk limits to all Business Units.

3)  Approve new product programs, which specify the product
    characteristic, the risk control, and the work flow.

4)  Monitor all risks and exposures within risk framework.

5)  Monitor credit profiles, credit quality, collateral, and
    counterparty risk for operation.

6)  Origination Pricing – assign to Investment Banking sub-committee.

7)  Grant credit limits to Business Units.

8)  Establish and maintain internal control discipline.

9)  Monitor local market risk, liquidity risk and funding.

10) Monitor IT security and operations.

11) Other matters as deemed necessary by the committee.

However, to avoid violation of Chinese wall or for greater efficiency,
the company also established 5 sub-committees under the Risk Management
Committee as follows:-

a) Credit Risk Sub-committee for Brokerage Business: consisted of the
following 5 members:

1. Mr. Wei Chang Fang Chief Operating Officer

2. Ms. Suchada Sodthibhapkul Managing Director

3. Ms. Saranya Larksukthom Executive Vice President, Operation
Department

4. Ms. Kitiwan Thunnom Executive Vice President, Finance & Accounting
Department

5. Mr. Natachai Boonyaprapatsara Vice President, Risk Management
Department

Scope of duties and responsibilities of Credit Risk Sub-committee for
Brokerage Business

1. To approve credit policy; collateral evaluation and management
guidelines and others.

2. To approve account opening policy.

3. To list the qualified securities for credit balance and Stock
Borrowing and Lending

4. To deliberate on contents of any agreement made with clients or
counterparties.

b.) Credit Risk Sub-Committee for Fixed Income: consisted of the
following 4 members:

1. Mr. Wei Chang Fang Chief Operating Officer

2. Ms. Bee Leng Ooi Managing Director

3. Ms. Kitiwan Thunnom Executive Vice President, Finance & Accounting
Department

4. Mr. Natachai Boonyaprapatsara Vice President, Risk Management
Department

Scope of duties and responsibilities of Credit Risk Sub Committee for
Fixed Income

Credit Risk Sub Committee for Fixed Income is responsible for approving
trading units’ credit limits for investments or holding of financial
securities with inherent credit risk, and for approving credit limits
for counterparties – both in brokerage and Re-Purchase Agreement
transactions.

c.) Credit Risk Sub-Committee for Equity Derivatives: consisted of the
following 4 members:

1. Mr. Wei Chang Fang Chief Operating Officer

2. Ms. Bee Leng Ooi Managing Director

3. Ms. Kitiwan Thunnom Executive Vice President, Finance & Accounting
Department

4. Mr. Natachai Boonyaprapatsara Vice President, Risk Management
Department

Scope of duties and responsibilities of Credit Risk Sub Committee for
Equity Derivatives

Credit Risk Sub Committee for Equity Derivatives is responsible for
approving trading units’ credit limits on investments or holding of
financial securities with inherent credit risk and for approving
exceptional credit limits for counterparties and also approve the policy
as well as procedure for securities borrowing and lending transactions.

d.) Investment Banking Sub-committee: consisted of the following 4
members:

1. Mr. Wei Chang Fang Chief Operating Officer

2. Ms. Bee Leng Ooi Managing Director

3. Ms. Kitiwan Thunnom Executive Vice President, Finance & Accounting
Department

4. Mr. Natachai Boonyaprapatsara Vice President, Risk Management
Department

Scope of duties and responsibilities of Investment Banking Sub-committee

Investment Banking Sub-committee is responsible for approving
underwriting deals and other investment banking businesses.

e.) IT Security Sub-Committee consisted of the following 6 members:

1.  Mr. Wei Chang Fang Chief Operating Officer

2.  Ms. Bee Leng Ooi Managing Director

3.  Ms. Kitiwan Thunnom Executive Vice President, Finance and Accounting
    Department

4.  Mr. Chai Durongkarattanakul Senior Vice President, Information
    Technology Department

5.  Ms. Apaporn Vorapun Vice President, Audit Department

6.  Mr. Natachai Boonyaprapatsara Vice President, Risk Management
    Department

Scope of duties and responsibilities of IT Security Sub-Committee

IT Security Sub-Committee is responsible for reviewing and approving
policies relating to IT security.

Debt Recovery Committee

Debt Recovery Committee consisted of the following 5 members:

1. Mr. Wei Chang Fang Chief Operating Officer

2. Ms. Suchada Sodthibhapkul Managing Director

3. Ms. Saranya Larksukthom Executive Vice President, Operation
Department

4. Ms. Kitiwan Thunnom Executive Vice President, Finance& Accounting
Department

5. Mr. Pakornpolathip Ittichaicharn Senior Vice President, Legal &
Compliance Department

Scope of duties and responsibilities of Debt Recovery Committee

1. To periodically review the progress of debt recovery from time to
time.

2. To set guidelines and criteria for restructuring of bad debts.

3. To approve settlements with debtors.

4. To monitor and approve management/sale of real estate portfolio
incurred from the debt recovery.

Purchasing Committee

Purchasing Committee consisted of the following 3 members:

1. Ms. Kobkarn Cholchanupatumpa Executive Vice President, Human
Resources Department

2. Ms. Nongluk Ningsanond Executive Vice President, PR& Marketing
Department

3. Mr. Pakornpolathip Ittichaicharn Senior Vice President, Legal and
Compliance Department

Scope of duties and responsibilities of Purchasing Committee

1. Setting up and approving the purchasing process of the Company for
items such as office equipment, computers and capital expenditure,
including insurance of the Company’s assets to comply with good internal
control. The purchasing process includes:

1.1 Comparing prices, quality of products, and service.

  1.2 Selecting lists of suppliers and vendors of products or services
  to have variety and review the lists annually.

2.  To recommend negotiations with suppliers or vendors.

3.  To select and approve the suppliers and vendors of products or
    services appropriate for and in the best interest of the Company.

Human Resource Committee

The Human Resource Committee consisted of the following 4 members:

1. Mr. Wei Chang Fang (with 2 votes)Chief Operating Officer

2. Ms. Bee Leng Ooi Managing Director

3. Ms. Suchada Sodthibhapkul Managing Director

4. Ms. Kobkarn Cholchanupatumpa Executive Vice President, Human
Resources Department

Scope of duties and responsibilities of the Human Resource Committee

1. To review and approve HR related policies; and

2. To review and approve promotions.

Disciplinary Committee

Disciplinary Committee consisted of the following 4 members:

1. Ms. Kobkarn Cholchanupatumpa Executive Vice President, Human
Resources Department

2. Ms. Apaporn Vorapun Vice President, Internal Audit & Compliance
Department

3. Mr. Pakornpolathip Ittichaicharn Senior Vice President, Legal and
Compliance Department

4. The Department Head of the person being charged.

Scope of duties and responsibilities of the Disciplinary Committee

Disciplinary Committee is responsible for investigating into alleged
misconduct and suggesting the penalty for any individual who violates
SEC/SET regulations, and the Company’s policies.

Welfare Committee

Welfare Committee consisted of the following 7 members:

1. Ms. Saranya Larksukthom Executive Vice President, Operation
Department

2 Mr. Somchai Siripaiboolpong Executive Vice President, Equity Sales
Department– Provincial Branch

3. Ms. Pimchai Fueng Aromya Vice President, Human Resources Department

4. Mr. Bundit Worapaphapin Assistant Vice President, Equity Sales
Department– Head Office

5. Ms. Sumana Siribovornkiat Assistant Vice President, COO ( Sales
Support 3 )

6. Ms. Onusa Maieiam Manager, COO Office Support

7. Ms. Sirisuda Sujariyanurak Assistant Manager, Investment Banking
Department

Scope of duties and responsibilities of the Welfare Committee:

1. To join and cooperate with the employer in providing the necessary
welfare for the employees.

2. To give advice and recommendations, as well as propose ideas, on ways
for the employer to provide for the employees.

3. To check, control, and supervise the provision of the welfare
extended to the employees by the employer.

4. To propose ideas and guidelines on providing useful welfare for the
employees to the “Welfare Committee.”

Health and Environment Committee

Health and Environment Committee consisted of the following 8 members:

1. Ms. Saranya Larksukthom Executive Vice President, Operation
Department

2. Mr. Chai Durongkarattanakul Senior Vice President, Information
Technology department

3. Ms. Suchada Wongrak Vice President, Corporate Services Department

4. Ms. Wipha Katikubanan Vice President, Finance & Accounting Department

5. Mr. Surachet Amnuaywitayagul Assistant Vice President, Legal &
Compliance Department

6. Ms. Onusa Maieiam Manager, COO Office Support

7. Mr. Samphan Kaewprapak Assistant Manager, Corporate Services
Department

8. Ms. Siritip Piyaworathum Assistant Manager, Human Resource Department

Scope of duties and responsibilities of Health and Environment Committee

To prepare for the Company and its employees a safe working environment,
and to prevent and reduce the occurrence of accidents and the suffering
of injury due to unsafe working conditions.

ESOP Committee

ESOP Committee consisted of the following 5 members:

1. Mr. Wei Chang Fang Chief Operating Officer

2. Mr. Pradit Sawattananond Independent Director

3. Ms. Bee Leng Ooi Managing Director

4. Ms. Kobkarn Cholchanupatumpa Executive Vice President, Human
Resources Department

5. Ms. Chao Ling Chen Member

Scope of duties and responsibilities of ESOP Committee

1. Determine allocation rules and conditions.

2. Review and approve the list of directors and/or employees eligible to
receive the warrants.

3. Review and approve the amount of warrants allocated to directors
and/or employees.

4. Determine exercise price, exercise period and other related
conditions and other details as deemed necessary.

Management

As of 31 December 2008, Company’s management, which followed the
criteria of the SEC, consisted of the following 14 members:

+---+------------------------+-----------------------------------------+
|   | Name                   | Title                                   |
+---+------------------------+-----------------------------------------+
| 1 | Mr. Wisit Wongpaisan   | President                               |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 2 | Mr. Wei Chang Fang     | Chief Operating Officer                 |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 3 | Ms. Bee Leng Ooi       | Managing Director                       |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 4 | Ms. Suchada            | Managing Director                       |
| . | Sodthibhapkul          |                                         |
+---+------------------------+-----------------------------------------+
| 5 | Mr. Pisit Patumban     |   Executive Vice President              |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 6 | Ms. Kobkarn            |   Executive Vice President              |
| . | Cholchanupatumpa       |                                         |
+---+------------------------+-----------------------------------------+
| 7 | Ms. Saranya            |   Executive Vice President              |
| . | Larksukthom            |                                         |
+---+------------------------+-----------------------------------------+
| 8 | Mr. Somchai            |   Executive Vice President              |
| . | Siripaiboolpong        |                                         |
+---+------------------------+-----------------------------------------+
| 9 | Mr. Ratchakritpong     |   Executive Vice President              |
| . | Ekrangsun              |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Ms. Pakavalee          |   Executive Vice President              |
| 0 | Jearsawatvattana       |                                         |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Mr. Hua-Feng Chang     |   Executive Vice President              |
| 1 |                        |                                         |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Ms. Naruemol           |   Executive Vice President              |
| 2 | Artamnualvipas         |                                         |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Ms. Kitiwan Thunnom    |   Executive Vice President              |
| 3 |                        |                                         |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Ms.Nongluk Ningsanond  |   Executive Vice President              |
| 4 |                        |                                         |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+

9.2 Selection of Directors & Executives

The Company appointed the Nomination Committee to setting criteria and
process of nominating Board member, selecting qualified candidates and
propose to Board’s meeting for approval.

As of 31 December 2008, the Company’s Directors from the KGI Group, a
major shareholder, were as follows: 1) Mr. Chin-Lung Tseng 2) Ms. Shen
Chu Wang 3) Ms. Pi-Lin Huang and 4) Mr. Yen, Chih – Chien.

Election of Directors shall be made by the shareholders' meeting
according to the following procedure and rules;

  a) Each shareholder shall have one vote for each share;

  b) Each shareholders shall exercise all votes applicable under (a) in
  appointing one or more person to be a Director, provided that any of
  the vote shall not be divisible; and

  c) Person who has the most votes respectively shall be elected to be
  the Directors equivalent to the number of Directors required; in case
  there is a tie, the Chairman shall have a casting vote.

9.3 Remuneration of Directors

(a) Directors’ remuneration

In 2008, the Company paid remuneration for non-executive directors and
Audit Committee of Baht 10.49 million, details are as follow:

  ----------------------------------------- -----------------------------
  Directors’ remuneration                   Amount

  Directors’ bonus                          Baht 8.30 million (for year
                                            2007)

  Audit Committee bonus                     Baht 0.50 million (for year
                                            2007)

  Board Attendance allowance and Monthly    Baht 1.64 million (for year
  Allowance                                 2008)

  Others (traveling & accommodation         Baht 0.05 million (for year
  expenses)                                 2008)

  Total                                     Baht 10.49 million
  ----------------------------------------- -----------------------------

Details of Directors’ remuneration for each director are as follows:

+---------------+------+------+------+------+------+------+-------+
|               | Di   |      |      |      |      |      |       |
|               | rect |      |      |      |      |      |       |
|               | ors’ |      |      |      |      |      |       |
|               | remu |      |      |      |      |      |       |
|               | nera |      |      |      |      |      |       |
|               | tion |      |      |      |      |      |       |
|               | (B   |      |      |      |      |      |       |
|               | aht) |      |      |      |      |      |       |
+---------------+------+------+------+------+------+------+-------+
| Name          |      |      |      | Mon  |      |      |       |
|               |      |      |      | thly |      |      |       |
|               |      |      |      | a    |      |      |       |
|               |      |      |      | llow |      |      |       |
|               |      |      |      | ance |      |      |       |
+---------------+------+------+------+------+------+------+-------+
|               | Di   | A    | B    | N    | A    | Ot   | Total |
|               | rect | udit | oard | on-e | udit | hers | Cash  |
|               | ors’ |      | At   | xecu | c    |      | Re    |
|               | B    | Com  | tend | tive | ommi | (T   | muner |
|               | onus | mitt | ance | dire | ttee | rave | ation |
|               |      | ee’s | A    | ctor |      | ling |       |
|               |      | B    | llow |      |      | &    |       |
|               |      | onus | ance |      |      |      |       |
|               |      |      |      |      |      | ac   |       |
|               |      |      |      |      |      | comm |       |
|               |      |      |      |      |      | odat |       |
|               |      |      |      |      |      | ion) |       |
+---------------+------+------+------+------+------+------+-------+
|               | 2007 | 2007 | 2008 | 2008 | 2008 | 2008 |       |
+---------------+------+------+------+------+------+------+-------+
| 1. Mr.        | 2    | -    | -    | -    | -    | -    | 2,00  |
| Chin-Lung     | ,000 |      |      |      |      |      | 0,000 |
| Tseng         | ,000 |      |      |      |      |      |       |
+---------------+------+------+------+------+------+------+-------+
| 2. Ms. Shen   | 550  | -    | -    | -    | -    | -    | 55    |
| Chu Wang      | ,000 |      |      |      |      |      | 0,000 |
+---------------+------+------+------+------+------+------+-------+
| 3. Dr. Pisit  | 3    | 200  | 140  | -    | 240  | -    | 3,58  |
| Leeahtam      | ,000 | ,000 | ,000 |      | ,000 |      | 0,000 |
|               | ,000 |      |      |      |      |      |       |
+---------------+------+------+------+------+------+------+-------+
| 4. Mr. Pradit | 550  | 150  | 140  | -    | 120  | -    | 96    |
| Sawattananond | ,000 | ,000 | ,000 |      | ,000 |      | 0,000 |
+---------------+------+------+------+------+------+------+-------+
| 5. Mr. Don    | 550  | 150  | 140  | -    | 120  | -    | 96    |
| Bhasavanich   | ,000 | ,000 | ,000 |      | ,000 |      | 0,000 |
+---------------+------+------+------+------+------+------+-------+
| 6. Mr.        | 550  | -    | -    | 97   | -    | -    | 64    |
| Tuan-Wen Wu*  | ,000 |      |      | ,258 |      |      | 7,258 |
+---------------+------+------+------+------+------+------+-------+
| 7. Ms. Pi-Lin | 550  | -    | -    | -    | -    | -    | 55    |
| Huang         | ,000 |      |      |      |      |      | 0,000 |
+---------------+------+------+------+------+------+------+-------+
| 8. Mr. Yen,   | 550  | -    | -    | 540  | -    | -    | 1,09  |
| Chih-Chien    | ,000 |      |      | ,000 |      |      | 0,000 |
+---------------+------+------+------+------+------+------+-------+
| 9. Mr.        | -    | -    | 40   | 63   | -    | 46   | 15    |
| Eugenio Tan** |      |      | ,000 | ,667 |      | ,356 | 0,023 |
+---------------+------+------+------+------+------+------+-------+
| Total         | 8    | 500  | 460  | 700  | 480  | 46   | 10,48 |
|               | ,300 | ,000 | ,000 | ,925 | ,000 | ,356 | 7,281 |
|               | ,000 |      |      |      |      |      |       |
+---------------+------+------+------+------+------+------+-------+

Note : * Mr. Tuan Wen Wu resigned as a director of the Company effective
on 6 March 2008.

** Mr. Eugene Tan is appointed to be an independent director from 20
June 2008.

(b) Management’s remuneration

Actual paid of the remuneration for 15 Executives from 1^(st) January
2008-31^(st) December 2008 (including those who left during the year and
including part of 2007 bonus and part of 2008 bonus which paid in 2008)
was Baht 89,022,311.82 This included Baht 48,288,245 in salaries, Baht
38,971,884.82 in other remuneration and Baht 1,762,182 in provident
funds.

9.4 Good Corporate Governance

Implementation of Good Corporate Governance Policy

The Company shall abide with Good Corporate Governance so that quality
of management is effective, transparent and accessible. The Good CG will
enhance confidence and trust from shareholders, investors, stakeholders,
and related parties. The Good CG is a tool to increase value and enhance
stable growth to the Company.

The Board of Directors Meeting approved the Good Corporate Governance
Policy in writing and will review the policy and implementation of the
policy once a year. The Board of Directors Meeting of KGI Securities
(Thailand) Plc. No.1/2009, held on 18 February 2009 reviewed the CG
policy and implementation of the policy for year 2008, which is
presented in five categories, as follow:

Rights of Shareholders

1.  The Company shall respect and maintain all the statutory rights of
    shareholders such as rights to receive profit contribution, receive
    important information and attend the shareholders’ meeting and cast
    their votes.

2.  The Company provides all necessary information relating to the
    shareholders’ meeting in the Company’s website before sending the
    Notice and relevant documents (in hard copy) to the shareholders in
    order to have sufficient time to study. Those information includes
    date, time, place, regulation, participating procedure, and voting
    procedure.

  In 2008, the Company held an annual general meeting of shareholders
  no.1/2008 on 10^(th) April 2008, at 2 p.m., at the Tawanna Bangkok
  Hotel, Srisuriwongse Balloom, Surawongse Road, Bangkok. The Notice of
  the Annual General Meeting of Shareholders and relevant information
  including all forms of the proxy in both Thai and English language
  were posted in the Company’s website at www.kgieworld.co.th on 7^(th)
  March 2008 before the meeting 30 days in advance, allowing
  shareholders to have sufficient time to study. Such information was
  the same as the Notice in hard copy that sent to shareholders.

3.  The Company has set the shareholders’ procedures to avoid to violate
    the shareholders’ rights. For AGM of the Company in 2008, the
    Company allowed shareholders, who came after the meeting began, to
    attend the meeting. The meeting was carried out according to the
    list of agenda specified in the notice of the AGM without switching
    agenda, adding any agendum, or unexpected significant information.
    The Company also allowed shareholders to express opinion and ask
    questions relevant to the agenda freely

4.  The Company had requested Thailand Securities Depository Co., Ltd,
    the Company’s registrar, to send out the Notice of the Annual
    General Meeting of Shareholders and relevant information to
    shareholders on 26^(th) March 2008, which was 14 days prior to the
    AGM day and earlier than required by regulations.

5.  The Company respects the shareholders’ rights and encourage all
    directors to attend the shareholders’ meeting. In 2008, all
    directors were present, including the Chairman of the Board, Chief
    Operating Officer, Managing Directors, Chairman of Audit Committee,
    Chairman of Compensation Committee and Chairman of Nomination
    Committee attended the meeting.

Equitable Treatment of Shareholders

6.  The Company sent the proxy form B to shareholders together with the
    Notice to encourage its shareholders to use the proxy form that
    shareholders could cast their votes independently on each important
    matter. In addition, the Company posted all forms of the proxy,
    issued by the Ministry of Commerce, in the Company’s website. In
    year 2008, there were 214 shareholders present in person and 88
    shareholders present by proxy.

7.  The Company provides an option to shareholders whereby they may
    appoint an independent director as their proxy. In 2008, the Company
    offered alternative choice for shareholders to use one of three
    independent directors as proxy and provided independent directors’
    personal information including their conflict of interest in the
    agenda attached in the Notice.

8.  The Company provides adequate information on each agenda item and
    sufficient for making decision. In 2008, there were 8 agendas in the
    meeting and the Company provided information of all agendas in the
    Notice.

9.  The Company informed the meeting of the participating procedure and
    voting procedure of the shareholders’ meeting to shareholders. In
    2008, the Company Secretary, explained to shareholders the
    procedures before proceeding with the meeting.

10. The Company uses voting cards for each agenda item especially, in
    the director’s election agenda, shareholders could cast their votes
    for individual directors. In 2008, in the director’s election
    agenda, there were 4 directors to be retired by rotation and the
    Company provided voting cards for voting for each director
    separately so that shareholders can cast their votes separately for
    individual directors.

11. The Company shall take the minutes of shareholders’ meeting with all
    significant information. The Minutes of the AGM No.1/2008 of the
    Company included all significant information such as Name of
    directors who attended/did not attend the meeting, important
    explanations and clarifications, summary of questions, answers, and
    opinions, Voting and counting procedures, Voting results
    (for/against/abstained vote).

12. The Company disseminated the Minutes of the AGM in the Company’s
    website at www.kgieworld.co.th 14 days after the meeting in both
    Thai and English language (the Company arranged the AGM on 10 April
    2008 and posted the Minutes on 24 April 2008).

13. The Company has the policy to prevent directors, executives, and
    staffs to use inside information for their own interest or others,
    as follows:

    1.  The Company has the written policy to protect inside information
        and prevent its illegal use.

    2.  The Company has the policy regarding the purchasing or selling
        of the Company’s shares and reporting procedures to use as a
        practical guideline for directors, executives, and staffs.

    3.  The Company has the policy that directors and executives, who
        has duty to report holding of securities complied to the SEC
        regulations, must report their securities holdings to the Board.

    4.  The Company informed the mentioned policies and procedures to
        all staffs in the Company to implement and follow up constantly.

  In 2008, all staffs implement followed the policies strictly and no
  one violated the mentioned policies.

Role of Stakeholders

  14. The Company gives importance to stakeholders’ rights and
  interests. The stakeholders of the Company include shareholders,
  employees, clients, suppliers, creditors, the society and community.
  The Company shall ensure that stakeholders’ rights will be safeguarded
  and will comply with all related laws and regulations. The Company’s
  policies regarding treatment of various groups of stakeholders are as
  follows:

   Shareholders

  The Company shall respect all basic rights of shareholders and treat
  all shareholders equally and attempt to provide the highest return to
  shareholders.

 Employees

  The Company values its human resources and regards them as important
  human capital. The Company also gives high priority to developing and
  strengthening the efficiency of our employees. This should improve
  their performance and the efficiency of the organization.

1.  The Company organizes training programs to educate and develop its
    employees’ skills continuously.

2.  The Company shall give appropriate and fair compensation and
    welfare. The Company has the welfare committee to consider and
    recommend welfare to employees such as providing health check-up
    every year, having welfare for IPD and OPD medical expenses
    especially for IPD the welfare cover to employees’ families, spouse
    and children.

3.  The Company gives the equitable rights to employees to be members
    for the Company’s provident fund.

  4. The Company gives importance to a healthy and safe environment for
  working thus the Company had set up the Health and Environment
  Committee to ensure that employees have a safe and healthy work
  environment.

   Clients

  In the Company’s compliance manual for employees, the Company provides
  that client information is kept confidential. Additionally, the
  Company’s compliance covers the procedures to deal with clients’
  complaints and comments.

 Suppliers

  The Company will treat all suppliers fairly and transparently. The
  Company has the purchasing committee to ensure that the competing
  vendors are given fair treatment and the Company reviews purchasing
  procedures and systems to ensure they are appropriate.

 Creditors

  The Company shall comply with contract terms and conditions and treat
  creditors fairly.

 The Society and community

  The Company always has policies to contribute to the society and
  community. In year 2006-2008, the Company had activities as follows:

1.  As part of KGI’s efforts to give back to society, the Board of
    Directors agreed to donate Baht 1 million per year for three years
    to H.R.H. Princess Maha Chakri Sirindhorn’s royal project. The
    projects aim are to provide education to students in remote areas of
    Thailand, details are as follows:

  - In 2006, KGI build a library for Border Patrol Police School, Baan
  Gae Noi, Tumbon Muang-na, Aumphur Chaing Dao, Chiang Mai Province.

  - In 2007, KGI build a new school building for Border Patrol Police
  School, Baan San Kum Lue, Tumbon Thum-lord, Aumphur Bang-ma-par,
  Maehonson Province.

  - In 2008, KGI build a library for Border Patrol Police Indira Gandhi
  School, Baan Pakachay, Tumbon Maetuan, Aumphur Om-khoi, Chiang Mai
  Province.

2.  KGI donated Baht 1 million to help Cyclone Nargis victims in Burma.
    The distribution was made to the Rajaprajanugroh Foundation,

3.  KGI donated Baht 1 million to help victims of earthquakes in China.
    The distribution was made to the Thai Red Cross Society.

  All stakeholders can file complaints with the Legal and Compliance
  Department, at 173 Asia Centre Building, 11^(th) Floor, South Sathorn
  Road, Khwaeng Thungmahamek, Khet Sathorn, Bangkok 10120 or telephone
  02 658 8888 ext. 8745-6, or e-mail at compliance@kgi.co.th The Legal
  and Compliance Department will report complaints to the Audit
  Committee and report to the Board of Directors.

Disclosure and Transparency

15. The company discloses all important information (both financial and
    non-financial) accurately, completely, transparently and on a timely
    basis, and complies with rules and regulations of SEC and SET. In
    2008, the Company disclosed the Company’s information in the Company
    Annual Registration Statement (Form 56-1) and Annual Report and
    disclosed in both Thai and English language through the Company’s
    website. In Year 2008, the Company disclosed all important
    information correctly and completely according to the related laws
    and regulations of the SEC and SET.

16. The Company discloses the Company’s Good Corporate Governance Policy
    and its implementation through various channels such as Annual
    Report and website.

17. The Company discloses the Report of the Board of Directors’
    responsibilities for Financial Statements which is signed by the
    Chairman of the Board and Chief Operating Officer together with the
    Company’s financial statements in the Annual Report. For financial
    year 2008, the Board reported that the financial statements of the
    Company ended 31 December 2008 are prepared in accordance with
    generally accepted accounting principles and relevant rules and
    regulations.

18. The Company has set up an Investor Relations Division to be the
    representative of the Company which can be contacted by
    shareholders, institutional investors, analysts, other investors and
    related government agencies. Investors can contact Investor
    Relations Division at 02-658-8881 or email address :
    investorrelations@kgi.co.th

Responsibilities of the Board

Board Structure

19. The Company had considered an appropriate Board structure such as
    number of Board members, composition of non-executive directors,
    executive directors, and independent directors including their
    knowledge and skill in various areas. As of 31 December 2008, the
    Board of Directors consisted of 12 persons, of which 8 persons were
    non-executive directors and 4 persons were executive directors, of
    which 4 persons from non-executive directors were independent
    directors as recommended by the regulations of the SET. Each
    director has various qualifications, skills, experience, and
    expertise that are useful to the company.

20. The Company Secretary provides regulatory advice, takes care of the
    Board’s activities, and monitors compliance to the Board’s
    resolutions. The Board of Directors’ Meeting approved to appoint
    Ms.Nongluk Ningsanond who has graduated from the Company Secretary
    Program class 5/2004 conducted by Thai Institute of Directors (IOD),
    to act as the Company Secretary.

Committees

21. For efficiency and effectiveness, the Board of directors should set
    committees to study and screen special tasks on behalf of the Board,
    especially issues that need unbiased opinions. The Company had set
    the scope of duties and responsibilities of committees.

  Roles and Responsibilities of the Board

22. The Board of Directors Meeting approved the Good Corporate
    Governance Policy in writing and will review the policy and
    implementation of the policy once a year and encourage the staff to
    follow that policy.

23. The Company has carefully considered conflict of interest in Board
    of directors meetings for the best interest of the company and all
    shareholders. The person who has interest in the transaction can not
    participate in decision making process. The Board also monitors
    compliance to the regulations regarding criteria, procedures and
    disclosure of transactions with conflict of interests.

24. The Board assigns the Audit Department and Legal and Compliance
    Department to be responsible for arranging the Company to have
    effective internal control systems and for ensuring that the systems
    are used properly to responsible. The Audit Department and Legal and
    Compliance Department perform its duties independently. An internal
    control system evaluation will report to the Board at least once a
    year.

25. The Company has established a Risk Management Committee, which
    comprised of representatives all business units as well as senior
    operational administrative executives to set the risk management
    policies to cover all business units. The Board ensures that
    management follow the policies including paying attention to early
    warning signs and unusual transactions.

Board Meetings

26. The Board of directors set its meeting schedule in advance and
    notify each director of the schedule so that each member of the
    Board can manage time to attend the meetings.

27. The number of Board meetings should be appropriate to the
    obligations and responsibilities of the Board and nature of the
    company. In 2008, 6 Board of Directors’ meetings were held.

28. Notice of the meeting will be sent to the Board of Directors 7 days
    prior to the meeting with sufficient information for each agenda.

29. The Board encourages the Chief Operating Officer to invite all top
    executives to attend the Board meeting to present details on the
    issues that they are directly responsible for. The Board will have a
    chance to know more about top executives.

30. The Board can request additional information through the Chief
    Operating Officer, the company secretary or the executive designated
    as a contact person.

Remuneration

31. The Compensation Committee considers the remuneration of directors
which will take into account prevailing profit of the Company, reflect
experience, obligations, scope of work, accountability and
responsibilities, contributions of each director and comparable to the
industry level in which the company operates. The Committee will
recommend the compensation of the directors to the BOD for approval and
proposal to the shareholders’ meeting for final approval.

  Board and Management Training

32. The Board encourages and facilitates training for all internal
parties (such as directors, members of the audit committee, executives,
company secretary, etc.) on corporate governance. Training will enable
them to continuously improve their performances.

33. If there are new directors, the management will provide them with
    all documents and information useful to perform their duties to
    ensure that the new directors can perform effectively.

9.5 Prevention of the misuse of insider information

The Board of Directors has set up a policy to prevent the misuse of
inside information by prohibiting directors and managers from purchasing
or selling KGI shares for one month prior to the disclosure of financial
statements to the public until 1 day after the disclosure. In the case
where directors or managers purchase or sell KGI shares, they must
report the transaction to the SEC in accordance with Section 59 of
Securities and Exchange Act. The punishment for those who do not follow
the rules and regulations will be considered by the Disciplinary
Committee.

The Company has rules and regulations for staffs relating to securities
trading including rules on prohibition of use of inside information. For
example, Legal and Compliance department has designated Research List,
Grey List and Restricted List for staffs in departments which deal with
inside information.

9.6 Personnel

Number of employees

As of 31 December 2008, the Company had a total of 524 employees,
divided as follows:

  -------------------------------------------- --------------------------
  Major lines                                  No. of employees

  Management*                                  14

  Equities Broking Business                    348

  Non Equity Business                          36

  Supporting Office                            112

  Audit                                        7

  Legal and Compliance                         7

  Total **                                     524
  -------------------------------------------- --------------------------

Note: * Management is defined as persons holding titles such as
President, Chief Operating Officer, Managing Director and Executive Vice
President.

Labor force cases in the past three years

- None -

Total compensation and type of compensation of employees

From 1 January 2008 to 31 December 2008, total compensation paid to
employees was 411.86 million as recorded in the Company’s financial
statements. This amount consisted of Baht 276.58 million in salaries,
108.39 million in bonuses and commissions paid to marketing officers,
and Baht 9.71 million in the Company’s contribution in provident fund,
with the remainder paid as other types of compensation.

Employee Development Policy

One of the KGI strategies is to develop executives, sales and employees
to have more competency and knowledgeable in business transactions.
Employee development policy is the key success factor for sustainable
growth. In 2008, the company arranged 12 in-house training courses and
supported employees to attend more than 60 outside programs. The total
number of participants was about 1,200. In average, each employee
attended training session about 12 hours per year.

To enhance the quality of customer services, the company arranged
training courses for all 400 sales and other supporting employees by
focusing on refresh training for sales and analyst licenses’ renewal and
new products in the market such as Stock Futures and Gold Futures.

Furthermore, the company values the importance of teamwork: one of KGI
corporate principles. There are 2 supporting projects: “KGI Team
Together” project - arranged for executive level in 2008 and planned to
organize for staff in 2009 and “e-Orientation” project - planned to be
launched in the second half of 2009. “e-Orientation” project is
developed for new staff to learn via e-learning system mainly about the
company, product and business, rule and regulation, policy and also
corporate culture.