Management 

  9.1 Management Structure

Organization chart

KGI Securities (Thailand) Plc.

31 December 2002

- PR & Marketing - Information Technology - Fixed Income - Equity Sales
1

- Human Resources - Operations & Securities - Non-equity Sales - Equity
Sales 2

- Research Registrar - Equity & Derivative - Equity Sales 3

- COO Office - Administration - Investment Banking - Equity Sales 4

- Finance & Accounting - Equity Sales 5

- Branches

- EBS

In addition to the above management structure, the Company has 9
committees including the Board of Directors, the Audit Committee, the
Compensation Committee, the Risk Management Committee, the Debt Recovery
Committee, the Purchasing Committee, the Human Resource Committee, the
Proprietary Investment Committee and Disciplinary Committee. Details are
as follows:

9.1.1 Board of Directors

As of 31 December 2002, the Company’s Board of Directors consists of 14
Directors.

+----+----------------------------------+-----------------------------+
|    | Name                             | Title                       |
+----+----------------------------------+-----------------------------+
| 1. | Mr. Angelo John Ynn Koo          | Chairman                    |
+----+----------------------------------+-----------------------------+
| 2. | Mr. Wisit Wongpaisan             | Director                    |
+----+----------------------------------+-----------------------------+
| 3. | Mr. Chen Pin-Cheng               | Director                    |
+----+----------------------------------+-----------------------------+
| 4. | Dr. Pisit Leeahtam               | Independent Director        |
+----+----------------------------------+-----------------------------+
| 5. | Mr. Pradit Sawattananond         | Independent Director        |
+----+----------------------------------+-----------------------------+
| 6. | Dr. Don Bhasavanich              | Independent Director        |
+----+----------------------------------+-----------------------------+
| 7. | Mr. Paul Wai Kai Wong            | Director                    |
+----+----------------------------------+-----------------------------+
| 8. | Mr. Wang Cheng-Hsin              | Director                    |
+----+----------------------------------+-----------------------------+
| 9. | Ms. Bee Leng Ooi                 | Director                    |
+----+----------------------------------+-----------------------------+
| 1  | Ms. Jongkonnee Wongphasukchot    | Director                    |
| 0. |                                  |                             |
+----+----------------------------------+-----------------------------+
| 1  | Mrs. Suchada Sodthibhapkul       | Director                    |
| 1. |                                  |                             |
+----+----------------------------------+-----------------------------+
| 1  | Mrs. Supa Sermsukskulchai        | Director                    |
| 2. |                                  |                             |
+----+----------------------------------+-----------------------------+
| 1  | Mr. Kin Wa Pun                   | Director                    |
| 3. |                                  |                             |
+----+----------------------------------+-----------------------------+
| 1  | Ms. Tehsin Chiu                  | Director                    |
| 4. |                                  |                             |
+----+----------------------------------+-----------------------------+

Ms. Nongluk Ningsanond acts as the Company’s Secretary.

Note: - Authorized Directors are 1. Mr. Chen Pin-Cheng 2. Mr. Paul Wai
Kai Wong 3. Mr. Wang Cheng-Hsin

4. Ms. Jongkonnee Wongphasukchot 5. Mrs. Supa Sermsukskulchai 6. Mr. Kin
Wa Pun

7. Mrs. Suchada Sodthibhapkul and the signature of any two Authorized
Directors shall be required to bind the Company

- The Board of Directors Meeting No. 1/2002 on 21 February 2002 has
acknowledged the resignation of Mr. Wang Cheng-Hsin as Director and
approved the appointment of Mrs. Hsiu-Ying Chiu to replace him. However,
such appointment is subject to SEC approval and approved the change of
the Company’s list of Authorized Director which is to appoint Ms. Tehsin
Chiu as an Authorized Director replacing Mr. Wang Cheng-Hsin.

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 notify the management of any significant matters
regarding the Company’s business, connected 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 provide internal control and internal audit

The Board of Directors should maintain the effectiveness of the
Company’s internal controls and internal audit systems by setting up a
Compliance and Internal Audit Department to review, monitor, and
cooperate with the Audit Committee.

Conduct of Independent Directors

Independent Directors and outside Directors should bring independent
judgment to bear on issues of strategy, performance, resources,
including 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 including financial
information and other businesses.

Code of best practice and ethics

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

9.1.2 Audit Committee

An Audit Committee is the Company’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.

As of 31 December 2002, Audit Committee consists of the following
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 acts as Audit Committee Secretary.

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. Review and ensure accuracy and adequacy of disclosure of the
  Company’s financial statements by cooperating with outside auditors
  and management as well as preparing quarterly and yearly financial
  statements.

  2. Review and ensure appropriateness and effectiveness of Company’s
  internal control and audit system. The review must be conducted
  together with outside auditors and internal audit officers (if any).

  3. Ensure Company’s compliance with laws governing securities and
  securities exchange, SET regulations and relevant laws.

  4. Consider, select and recommend appointment of Company’s auditor and
  auditing fee. Consideration of auditors includes reliability, resource
  sufficiency, and experiences of auditors.

  5. Consider and ensure accuracy and completeness of disclosure of
  Company information in the event of connected transactions or
  transactions that could lead to conflict of interest.

  6. Perform duties assigned by Board of Directors and accepted by the
  Audit Committee such as the review of financial and risk management
  policies, review of management ethics and review of significant
  transactions which must be disclosed to the public in accordance with
  relevant laws.

  7. Prepare Audit Committee report, which is published as part of the
  Company’s annual report.

  8. The Audit Committee may seek independent professional advice when
  necessary, at the Company’s expenses.

9.1.3 Compensation Committee

As of 31 December 2002, the Company’s Compensation Committee had 3
members.

  1. Mr. Angelo John Ynn Koo Chairman

  2. Mr. Wang Cheng-Hsin Director

  3. Mr. Pradit Sawattananond Director

The Board of Directors’ Meeting No. 1/2003 held on 21 February 2003 has
acknowledged the resignation of Mr. Wang Cheng-Hsin as a member of the
Compensation Committee and approved the appointment of Ms. Tehsin Chiu
as a replacement, effective 21 February 2003 onwards.

Scope of duties and responsibilities of the Compensation Committee

Compensation Committee is responsible for consideration and approval of
the Company’s management’s compensation.

9.1.4 Risk Management Committee

As of 31 December 2002, the Company’s Risk Management Committee had 3
members.

  1. Mr. Chen Pin-Cheng Chief Operating Officer

  2. Mrs. Thitima Rungwansiriroj Senior Executive Vice President

  3. Ms. Punnee Chansirisin Assistant Vice President

Risk Management Committee consists of 2 sub-committees

a) Credit Risk Sub-committee is responsible for decisions regarding
credit lines for securities trading. Members of the Credit Risk
Sub-committee are as follows:

  1. Mr. Chen Pin-Cheng Chief Operating Officer

  2. Ms. Jongkonnee Wongphasukchot Managing Director

  3. Mrs. Supa Sermsukskulchai Managing Director

  4. Mrs. Suchada Sodthibhapkul Managing Director

  5. Mrs. Thitima Rungwansiriroj Senior Executive Vice President

  6. Ms. Saranya Larksuktom Executive Vice President

  7. Ms. Apaporn Vorapun Senior Vice President

  8. Ms. Punnee Chansirisin Assistant Vice President

b) Investment Banking Sub-committee is responsible for approval of
capital market business and investment banking business. Member of the
Investment Banking Sub-committee are as follows:

  1. Mr. Chen Pin-Cheng Chief Operating Officer

  2. Ms. Bee Leng Ooi Managing Director

  3. Mrs. Thitima Rungwansiriroj Senior Executive Vice President

  4. Mr. Jesadavat Priebjrivat Executive Vice President

  5. Ms. Punnee Chansirisin Assistant Vice President

Scope of duties and responsibilities of the Risk Management Committee

Risk Management Committee is responsible for approving and reviewing the
Company’s risk management policy in considering credit lines, collateral
management and others as follows:

  1. Credit policies;

  2. Guidelines for valuation and management of collateral;

  3. List of qualified securities for credit balance, SBL, etc;

  4. List of qualified capital market deals;

  5. List of underwriting commitments;

  6. Contents of any agreement made with clients or counter-parties;

  7. Risk exposures and hedging policies and strategies

9.1.5 Debt Recovery Committee

As of 31 December 2002, Debt Recovery Committee consisted of 5 members
as follows:

  1. Mr. Chen Pin-Cheng Chief Operating Officer

  2. Ms. Bee Leng Ooi Managing Director

  3. Mrs. Supa Sermsukskulchai Managing Director

  4. Ms. Nongluk Ningsanond Senior Vice President

  5. Mr. Apiwan Manasrisuriyan Vice President

The Committee’s responsibilities are as follows:

  1. To review periodically the progress of debt recovery;

  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.

9.1.6 Purchasing Committee

As of 31 December 2002, the Purchasing Committee consisted of the
following persons:

  1. Mrs. Thitima Rungwansiriroj Senior Executive Vice President

  2. Ms. Kitiwan Thunnom Senior Vice President

  3. Ms. Nongluk Ningsanond Senior Vice President

  4. Mr. Sakchai Lerthurakitsakul Senior Vice President

  5. Mrs. Suchada Wongrak Vice President

The Committee’s responsibilities are as follows:

  1. To approve procedure for calling of tenders or quotations;

  2. To supervise negotiations with vendors;

  3. To select suppliers and vendors

9.1.7 Human Resource Committee

As of 31 December 2002, the Human Resource Committee consisted of the
following persons:

  1. Mr. Chen Pin-Cheng (with 2 votes) Chief Operating Officer

  2. Ms. Bee Leng Ooi Managing Director

  3. Ms. Jongkonnee Wongphasukchot Managing Director

  4. Mrs. Supa Sermsukskulchai Managing Director

  5. Mrs. Suchada Sodthibhapkul Managing Director

  6. Mrs. Kobkarn Cholchanupatumpa Executive Vice President

The Committee’s responsibilities are as follows:

  1. To evaluate manpower needs and decide on HR policies;

  2. To evaluate performance of employees

9.1.8 Proprietary Investment Committee

As of 31 December 2002, the Proprietary Investment Committee had 4
members as follows:

  1. Mr. Chen Pin-Cheng Chief Operating Officer

  2. Ms. Bee Leng Ooi Managing Director

  3. Mrs. Thitima Rungwansiriroj Senior Executive Vice President

  4. Ms. Punnee Chansirisin Assistant Vice President

The Committee’s responsibilities are as follows:

  1. To set up guidelines for Proprietary Investment;

  2. To recommend appropriate asset allocation policies;

  3. To review and approve lists of qualified investment products
  (equity, fixed income, derivatives);

  4. To set appropriate benchmarks for portfolio performance and
  evaluate performance of portfolios periodically;

  5. To approve proper investment portfolio limits and set strategies of
  each portfolio;

  6. To approve, where necessary, permanent diminution in the value of
  securities;

  7. To review and approve proprietary investment risk management
  policies.

Proprietary Investment Committee consists of 2 Sub-committee; 1) Fixed
Income Sub-committee 2) Equities and Derivatives Sub-committee.

Fixed Income Sub-Committee consists of

  1. Mr. Chen Pin-Cheng Chief Operating Officer

  2. Ms. Bee Leng Ooi Managing Director

  3. Mrs. Thitima Rungwansiriroj Senior Executive Vice President

  4. Ms. Busaba Tangsuwan Executive Vice President

5. Ms. Ariyaporn Panagitgun Vice President

  6. Ms. Punnee Chansirisin Assistant Vice President

Fixed Income Sub-Committee is responsible for reviewing and approving
investments in Fixed Income products.

Equity and Derivative Sub-Committee consists of

  1. Mr. Chen Pin-Cheng Chief Operating Officer

  2. Ms. Bee Leng Ooi Managing Director

  3. Mrs. Thitima Rungwansiriroj Senior Executive Vice President

4. Mr. Tanavatt Bhanijkasem Senior Vice President

  5. Ms. Punnee Chansirisin Assistant Vice President

Equity and Derivative Sub-Committee is responsible for reviewing and
approving investments in equities and derivatives products.

9.1.9 Disciplinary Committee

As of 31 December 2002, Disciplinary Committee had 3 members as follows:

  1. Mrs. Kobkarn Cholchanupatumpa Executive Vice President

2. Ms. Apaporn Vorapun Senior Vice President

3. The head Department of the person who is being charged.

Scope of duties and responsibilities of the Disciplinary Committee

Disciplinary Committee is responsible for determining the guilt of and penalty for any individual that violates and/or relates to violations of the SEC, SET regulations and the Company’s policies,

Management

As of 31 December 2002, list of management is as follows:

+----+-------------------------------+---------------------------------+
|    | Name                          | Title                           |
+----+-------------------------------+---------------------------------+
| 1. | Mr. Wisit Wongpaisan          | President                       |
+----+-------------------------------+---------------------------------+
| 2. | Mr. Chen Pin-Cheng            | Chief Operating Officer         |
+----+-------------------------------+---------------------------------+
| 3. | Ms. Bee Leng Ooi              | Managing Director               |
+----+-------------------------------+---------------------------------+
| 4. | Ms. Jongkonnee Wongphasukchot | Managing Director               |
+----+-------------------------------+---------------------------------+
| 5. | Mrs. Suchada Sodthibhapkul    | Managing Director               |
+----+-------------------------------+---------------------------------+
| 6. | Mrs. Supa Sermsukskulchai     | Managing Director               |
+----+-------------------------------+---------------------------------+
| 7. | Mrs. Thitima Rungwansiriroj   | Senior Executive Vice President |
+----+-------------------------------+---------------------------------+
| 8. | Mrs. Pennipa Dabbaransi       | Executive Vice President        |
+----+-------------------------------+---------------------------------+
| 9. | Mrs. Kobkarn Cholchanupatumpa | Executive Vice President        |
+----+-------------------------------+---------------------------------+
| 1  | Mr. Jesadavat Priebjrivat     | Executive Vice President        |
| 0. |                               |                                 |
+----+-------------------------------+---------------------------------+
| 1  | Ms. Saranya Larksuktom        | Executive Vice President        |
| 1. |                               |                                 |
+----+-------------------------------+---------------------------------+
| 1  | Ms. Busaba Tangsuwan          | Executive Vice President        |
| 2. |                               |                                 |
+----+-------------------------------+---------------------------------+
| 1  | Mr. Preecha Leelasithorn      | Executive Vice President        |
| 3. |                               |                                 |
+----+-------------------------------+---------------------------------+
| 1  | Mr. Nakorn Kolasrichai        | Executive Vice President        |
| 4. |                               |                                 |
+----+-------------------------------+---------------------------------+
| 1  | Mrs. Chayanee Pokunngern      | Executive Vice President        |
| 5. |                               |                                 |
+----+-------------------------------+---------------------------------+
| 1  | Mr. Somchai Siripaiboonpong   | Executive Vice President        |
| 6. |                               |                                 |
+----+-------------------------------+---------------------------------+
| 1  | Ms. Kitiwan Thunnom           | Senior Vice President, Finance  |
| 7. |                               | & Accounting Dept               |
+----+-------------------------------+---------------------------------+

9.2 Selection of Directors & Executives

The appointment of the Directors and Executives shall conform to the
Public Company Act of 1992 and the Company’s Articles of Association.

As of 31 December 2002, the Company’s Directors from the KGI Group, a
party related to the major shareholder, were as follows: 1) Mr. Angelo
John Ynn Koo, 2) Mr. Paul Wai Kai Wong, 3) Mr. Wang Cheng-Hsin, 4). Mr.
Kin Pun Wa, and 5). Ms. Tehsin Chiu.

Minor shareholders have the right to appoint Directors at shareholder
meetings with the following stipulations:

  1. Every share receives one vote.

  2. Each shareholder shall cast total number of votes as per (1) to
  elect one or more individual as Director. However, the shareholders
  may not split his votes.

  3. Candidates receiving the most votes shall be elected as directors.
  In the event of a tie, the Chairman shall cast the deciding vote.

9.3 Remuneration for Directors

  (a) Directors

In 2002, remuneration for 3 independent Directors who served during the
year was Bt2.27million, of which Bt0.86mn was for meeting allowances for
2002 and Bt1.41mn for bonuses for year 2001 for the Audit Committee. The
foreign directors did not receive the meeting allowances or bonuses.
Executive Directors who received salaries are disclosed separately under
management’s remuneration.

(b) Management

In 2002, remuneration for 19 Executives was Bt105,189,068 This included
Bt47,432,567 in salaries, Bt56,577,555 in other remuneration, and
Bt1,178,946 in provident funds. However, this excluded Senior Vice
President of Finance and Accounting Department’s compensation.

9.4 Practical guidelines on good corporate governance

The Company’s Board of Directors has adopted a policy of operating the
business in line with the 15 principles of good corporate governance as
issued by SET. The Board of Directors believes that doing so will
benefit the Company’s business as it proves that the Company has a high
standard of management and this can lead to improved shareholders,
investor, and related party sentiment towards the company. The summary
of the principles are as follows:

  Principle 1: Policy on corporate governance

The Company recognizes the importance of good corporate governance and
is confident that such implementation will bring benefits to the
Company. High standards of corporate governance help bring greater
recognition to the Company, both domestically and internationally, as
well as improving transparency of management, and confidence of
shareholders, investors, and related persons.

  Principle 2 and 4 Shareholders rights and equitable treatment and
  shareholders meeting

The Company recognizes the importance of shareholder’s rights. For
shareholders, the Company provides a system to ensure that the Company
provides unlimited opportunities for studying and understanding Company
information. The Company allocates appropriate time and encourages equal
opportunities for shareholders to express their opinions and raise any
questions at meetings, according to the agenda and the issues presented
to the meetings.

In year 2002, the Company held an Annual General Meeting of Shareholders
1 time on 25 April 2002, at 1.00 pm., at Montien Hotel, Surawongse Road,
Bangkok, as follows:

1. The Company submitted the notice of the meeting together with
supporting information regarding each agenda item to all shareholders 10
working days prior to the meeting date.

2. The Company informed all shareholders regarding the meeting
procedures.

3. The Company allowed all shareholders to ask questions.

4. The Chairman, Directors and all Independent Directors were present at
the meeting in order to answer questions from shareholders.

5. The Chairman allowed all shareholders to ask questions and express
their opinions.

Principle 3 Various groups of stakeholders

The Company gives importance to stakeholders’ rights including internal
stakeholders such as employees and outside stakeholders such as
creditors, competitors, and other related agencies. The Company believes
that good cooperation between the Company and stakeholders will help the
Company to success in the long run.

  Principle 5: Leadership and vision

The Company’s Board of Directors helps to set the Company’s vision,
strategies and goals. They also supervise the Company’s operations to
ensure that the management operates the business effectively, and
according to plan, in order to maximize the benefits to shareholders.
The Board of Directors clearly sets the scope and responsibilities of
committees, sub-committees and management and conveys those to the
employees.

Principle 6: Conflict of interest

The Company has carefully considered conflict of interest in Board of
Directors meetings or shareholders meetings. Directors or shareholders
that have any interest in any agenda of the meeting will disclose such
interest and will not vote on such agenda. For transactions that might
lead to a conflict of interest and for connected transactions, the
Company has a policy of following SET regulations. Details about these
transactions have been disclosed in annual report as well as in Form
56-1.

  Principle 7: Business ethics

The Company provides a code of ethics or statement of business conduct
for employees to ensure that they are aware of, understand, and monitor
and comply with all codes of conduct, rules, laws, and regulations of
the securities business.

Principle 8: Balance of power for non-executive directors

The Board of Directors consists of 14 people; 6 are executive directors,
5 are representatives from the major shareholder and 3 are independent
directors, accounting for 21% of total number of the members.

Principle 9: Aggregation or segregation of positions

Although the Company’s Chairman is a representative of the major
shareholder, the Chairman is not the same person as the President. This
is to segregate the roles of setting policies and control of operational
management. In addition, the Company has 3 independent directors who
review the Company’s operational management.

  Principle 10: Remuneration for directors and the management

The Company has specified directors’ and management remuneration clearly
and with transparency. The remuneration depends on the performance of
the Company and performance of each individual and must be approved by a
shareholders meeting. This information is disclosed in Form 56-1.

Principle 11: Board of Directors’ meeting

The Company’s policy is to arrange Board of Directors’ meeting at least
once every 3 months. Notice of the meeting will be sent to the Board of
Directors 7 days prior to the meeting. The Company also keeps proper
minutes of each meeting in writing.

Principle 12: Sub-committees

The Board has appointed several committees to help the board study
various issues in detail. These committees are Audit Committee,
Compensation Committee, Risk Management Committee, Debt Recovery
Committee, Purchasing Committee, Human Resource Committee, Proprietary
Investment Committee, and Disciplinary Committee. Each committee has
responsibilities as stated in item 9. Management.

  Principle 13: Internal audit control system and risk management

Internal Audit and Compliance Department will review all operations of
the Company and its employees as stipulated by rules, regulations, and
standards of securities businesses. The Audit Department will report
directly to the Audit Committee. Furthermore, the Company has set up a
Risk Management Committee to be responsible for approval and review of
risk management policy in terms of credit lines, evaluation of
collateral, and others.

Principle 14: Directors’ Reporting

The Board of Directors is responsible for the Company and its
subsidiaries’ financial statements. The Board of Directors carries out
their duties with their knowledge and abilities in order to produce
accurate financial statements that disclose sufficient information. The
Board of Directors appointed an Audit Committee which consists of
directors who are not the Company’s management. The audit Committee
supervises production of financial reports and internal controls of the
Company.

Principle 15: Disclosure and relations with investors

The Company discloses information transparently, correctly and in a
timely manor so that investors and shareholders are all treated equally.

9.5 Prevention of the misuse of insider information by Executives

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 and warrants 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 and
warrants, 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
Disciplinary Committee.

9.6 Personnel

Number of employees

As of 31 December 2002, the Company had a total of 458 employees,
divided as follows:

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

  Management                                    16

  Securities Business                           314

  Non Equity Business                           25

  Back Office                                   64

  Supporting Office                             32

  Audit and Compliance                          7

  Total                                         458
  --------------------------------------------- -------------------------

Note: In year 2002, number of employees increased from year 2001 by 34
persons

Labor force cases in the past three years

During the third quarter of 2000, there was a dispute between the
management of the Company and the Board of Directors regarding the
business issues such as the Company’s policies and bonus paid to
management. The impact of the dispute on the financial statements of the
Company cannot be quantified accurately at this stage although part of
the resulting labor claims have been recorded as liabilities as stated
below.

During the second quarter of 2001, a group of former management
employees of the Company filed a petition with the Ministry of Labor and
Social Welfare stating that they had been unfairly dismissed from
employment and claiming compensation for termination of employment
amounting to approximately Bt17.88mn. The Labor Relations Committee
determined that the Company must compensate one manager an amount of
Bt603,336. The Company recorded this amount in its accounts. However,
the Company is in the process of seeking a reversal of this decision.
The petitions of the remaining managers were dismissed by the Labor
Relations Committee and the Company has not yet recorded any contingent
liability in the accounts. However, the group of former managers and
employees has filed petitions to reverse this decision, claiming for
compensation and their contributory entitlements from the provident fund
amounting to approximately Bt3.7mn. The Company has already recorded a
liability amounting to approximately Bt2mn in its accounts

Total compensation and type of compensation of employees

From 1 January 2002 to 31 December 2002, total compensation paid to
employees was Bt478.13mn as recorded in the Company’s financial
statements. This amount consisted of Bt234.88 million in salaries,
Bt192.23 million in bonuses and commissions paid to marketing officers
and Bt5.6 million in the Company’s contribution in provident fund, with
the remainder paid as other types of compensation.

Human resource development

The Company emphasizes employee development as it believes this is a
very important factor in allowing it to compete successfully and expand
its business in the future. The Company is focusing on developing its
employees’ knowledge and increasing their potential to make sure that
they are competitive in the market and that the Company will run its
businesses efficiently. The Company provides both in-house training and
outside seminars in order to develop management and personnel.