Management 

1.  Management Structure

A change in the Company’s organization was approved at the Board of
Directors Meeting No. 5/2001 dated August 23^(rd) 2001. The operating
structure is broken into three main units as follows:

1.  Front Office

Back Office

External Relationship / Business Development

Organization chart

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In addition to the management structure, the Company has 8 committee
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, and the
Proprietary Investment Committee.

Board of Directors

The Board of Directors Meeting No. 1/2002 on February 21^(st) 2002
acknowledged the resignation of Mr. Siu Fai Felix Chan as Director and
approved the appointment of Mr. Wang Cheng-Hsin to replace the director
resigned. However, such appointment is subject to regulatory approval.
Furthermore, as the Company’s Article of Association stipulates that
one-third or the nearest number to one-third of the total number of
Directors, who have held office longest, must retire by rotation. For
this year, the retiring Directors were

  -----------------------------------------------------------------------
  1) Mr. Chen Pin-Cheng

  2) Mr. Anthony Yung

  3) Mr. Kin Wa Pun

  4) Mr. Paul Wai Kai Wong

  5) Mr. Nip Lai Wo
  -----------------------------------------------------------------------

However, Mr. Anthony Yung and Mr. Nip Lai Wo will not stand for
re-election. Therefore, the re-election of the following Directors has
been approved:

  -----------------------------------------------------------------------
  1) Mr. Chen Pin-Cheng

  2) Mr. Kin Wa Pun

  3) Mr. Paul Wai Kai Wong
  -----------------------------------------------------------------------

As of February 28^(th) 2002, the Company’s Board of Directors consists
of 13 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             | Director                 |
+----------+--------------------------------+--------------------------+
| 5.       | Mr. Pradit Sawattananond       | Director                 |
+----------+--------------------------------+--------------------------+
| 6.       | Dr. Don Bhasavanich            | Director                 |
+----------+--------------------------------+--------------------------+
| 7.       | Mr. Paul Wai Kai Wong          | Director                 |
+----------+--------------------------------+--------------------------+
| 8.       | Mr. Wang Cheng-Hsin            | Director                 |
+----------+--------------------------------+--------------------------+
| 9.       | Ms. Bee Leng Ooi               | Director                 |
+----------+--------------------------------+--------------------------+
| 10.      | Ms. Jongkonnee Wongphasukchot  | Director                 |
+----------+--------------------------------+--------------------------+
| 11.      | Mrs. Suchada Sodthibhapkul     | Director                 |
+----------+--------------------------------+--------------------------+
| 12.      | Mrs. Supa Sermsukskulchai      | Director                 |
+----------+--------------------------------+--------------------------+
| 13.      | Mr. Kin Wa Pun                 | Director                 |
+----------+--------------------------------+--------------------------+

  ^(/1) Subject to regulatory approval

The Board of Directors also approved the amendment of list of Authorized
Directors from:

“To bind the Company, the signature of any two Authorized Directors
shall be required. The Authorized Directors are 1) Mr. Chen Pin-Cheng 2)
Mr. Paul Wai Kai Wong 3) Mr. Nip Lai Wo 4) Mr. Kin Wa Pun 5) Ms.
Jongkonnee Wongphasukchot 6) Mrs. Suchada Sodthibhapkul and 7) Mrs. Supa
Sermsukskulchai.”

to “To bind the Company, the signature of any two Authorized Directors
shall be required. The Authorized Directors are 1) Mr. Chen Pin-Cheng 2)
Mr. Paul Wai Kai Wong 3) Mr. Wang Cheng-Hsin 4) Mr. Kin Wa Pun 5) Ms.
Jongkonnee Wongphasukchot 6) Mrs. Suchada Sodthibhapkul and 7) Mrs. Supa
Sermsukskulchai.”

The Meeting also approved the appointment of Mrs. Pennipa Dabbaransi as
the Company’s secretary to help the Directors and the Company conducting
business in full compliance with all relevant by-laws, rules, and
regulations.

Responsibility of the Board of Directors

The Board of Directors has responsibilities under the code of best
practice for Directors of listed companies as follows:

1.  The Board of Directors duties

    The Board of Directors must carry out their duties with enough
    competency, knowledge, and experience to run the business. They must
    perform duties in line with the Company’s objectives, the Article of
    Association, relevant Thai laws as well as the resolutions of
    shareholders.

2.  To review and approve appropriate policies

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

3.  To monitor and supervise the management

  The Board of Directors must monitor and supervise the management to
  implement the Company’s policies effectively. The Board of Directors
  should be notified by the management of any significant matters
  regarding the Company’s business, connected transactions, and others,
  according to its by-laws, rules and regulations of the SEC and the
  SET. The Directors can seek independent professional advice (at the
  Company’s expenses) concerning the Company’s business, when considered
  necessary.

4.  To provide internal control and internal audit

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

5.  Conduct of Independent Directors

  Independent Directors and outside Directors should bring an
  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 affect the equitable treatment of
  shareholders including financial information and other businesses.

6.  Code of best practice and ethics

  The Board of Directors should implement a Code of Corporate Conduct
  and a Code of Ethics as guidelines for the Company.

Audit Committee

An Audit Committee is the Company’s sub-committee appointed to help the
Board of Directors to conduct in full compliance with laws, rules, and
regulations as well as speed up the management activities. The Audit
Committee is made up of at least three Independent Directors who are
responsible for ensuring adherence to all legal operating requirements
and standards as stipulated by the Stock Exchange of Thailand.

The Company’s Board of Directors No. 4/2544 dated May 11^(th) 2001
approved the appointment of the Audit Committee. Dr. Pisit Leeahtam was
appointed as the Chairman of the Audit Committee, Dr. Don Bhasavanich as
Independent Director and Audit Committee, and Mr. Suchat Sitavarin as
the secretary of the Audit Committee. Currently, the Company’s Audit
Committee consists of the following persons:

1.  Dr. Pisit Leeahtam Chairman of the Audit Committee

2.  Dr. Don Bhasavanich Director

3.  Mr. Pradit Sawatananond Director

4.  Mr. Suchat Sitavarin Secretary (until February 15^(th) 2002)

All Audit Committee members are Independent Directors who are neither
officers nor employees of the Company. The Chairman and other committee
members have terms of 3 years each.

The Board of Directors Meeting No. 1/2002 on February 21^(st) 2002
acknowledged the resignation of Mr. Suchat Sitavarin from Audit
Committee’s Secretary and approved the appointment of Ms. Nongluk
Ningsanond to replace such position.

Scope of duties and responsibilities of the Audit Committee

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

1.  Review and ensure accuracy and adequacy of the Company’s financial
    statements.

2.  Review and ensure appropriateness and effectiveness of Company’s
    internal control and audit system.

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.

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 review financial and risk management
    policies, review the management’s ethics.

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

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

Compensation Committee

The Company has guidelines and policies in considering the management’s
remuneration and bonus by establishing the Compensation Committee. The
Company’s Board of Directors No. 5/2001 dated August 23^(rd) 2001
considered and approved the appointment of the Compensation Committee,
which consist of the following persons:

1.  Mr. Angelo John Ynn Koo Chairman

2.  Mr. Nip Lai Wo Director

3.  Mr. Pradit Sawattananond Director

Any proposals of the Compensation Committee shall be carried by a
two-thirds majority vote of the members of the committee.

As Mr. Nip Lai Wo was not re-elected as Director, the Board of Directors
Meeting No. 1/2002 on February 21^(st) 2002 approved the appointment of
Mr. Wang Cheng-Hsin as a member of Compensation Committee. Therefore,
the Compensation Committee will be as follows:

1.  Mr. Angelo John Ynn Koo Chairman

2.  Mr. Wang Cheng-Hsin Director

3.  Mr. Pradit Sawattananond Director

The Company’s Board of Directors No. 6/2001 dated November 8^(th) 2001 acknowledged the appointment of 5 committee to supervise all related duties. These committee will directly report to Chief Operating Officer (COO).

Risk Management Committee

The Company’s Board of Directors No. 6/2001 dated November 8^(th) 2001
approved the appointment of the Risk Management Committee with Credit
Risk Sub-committee and Merchant Banking Sub-committee. The Credit Risk
Sub-committee will decide on credit policies and credit issues while
Merchant Banking Sub-committee will approve the Capital Market deals.
All other issues on risk will be decided by the Main Risk Management
Committee who will approve and review periodically the Company’s risk
management policies, including but not limited to the following:

1.  Credit policies (evaluation criteria, limits, level of authorities
    etc;

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 counterparties;

7.  Risk exposures and hedging policies (what and how much to hedge) and
    strategies

The followings are member of Main Risk Management Committee:

1.  Mr. Chen Pin-Cheng

2.  Ms. Bee Leng Ooi

3.  Ms. Punnee Chansirisin

Members of Credit Risk Sub-committee are as follows:

1.  Mr. Chen Pin-Cheng

2.  Ms. Bee Leng Ooi

3.  Ms. Jongkonnee Wongphasukchot

4.  Mrs. Supa Sermsukskulchai

5.  Mrs. Suchada Sodthibhapkul

6.  Ms. Punnee Chansirisin

7.  Ms. Saranya Larksuktom

8.  Ms. Nongluk Ningsanond

Members of Merchant Banking Sub-committee are as follows:

1.  Mr. Chen Pin-Cheng

2.  Ms. Bee Leng Ooi

3.  Ms. Punnee Chansirisin

4.  Merchant Banking Head (currently vacant)

Debt Recovery Committee

The Company’s Board of Directors No. 6/2001 dated November 8^(th) 2001
approved the appointment of the Debt Recovery Committee responsible for
the following duties:

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.

The followings are member of Debt Recovery Committee:

1.  Mr. Chen Pin-Cheng

2.  Ms. Bee Leng Ooi

3.  Ms. Jongkonnee Wongphasukchot

4.  Ms. Apiwan Manasrisuriyan

Purchasing Committee

The Company’s Board of Directors No. 6/2001 dated November 8^(th) 2001
approved the appointment of the Purchasing Committee responsible for the
following duties:

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

2.  To supervise negotiations with vendors;

3.  To select suppliers and vendors.

The followings are members of Purchasing Committee:

1.  Ms. Kitiwan Thunnom

2.  Mrs. Kobkarn Cholchanupatumpa

3.  Ms. Nongluk Ningsanond

4.  Mrs. Suchada Wongrak

5.  Mr. Sakchai Lerthurakitsakul

Human Resource Committee

The Company’s Board of Directors No. 6/2001 dated November 8^(th) 2001
approved the appointment of the Human Resource Committee responsible for
the following duties:

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

2.  To evaluate performance of employees.

The followings are members of HR Committee:

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

2.  Ms. Bee Leng Ooi

3.  Ms. Jongkonnee Wongphasukchot

4.  Mrs. Supa Sermsukskulchai

5.  Mrs. Suchada Sodthibhapkul

6.  Mrs. Kobkarn Cholchanupatumpa

However, relevant Department Head may be invited to the meeting if
Committee sees fit.

Proprietary Investment Committee

The Company’s Board of Directors No. 6/2001 dated November 8^(th) 2001
approved the appointment of the Proprietary Investment Committee with
Fixed Income Sub-committee and Equities and Derivatives Sub-committee.
The Fixed Income Sub-committee will review and approve investments in
Fixed Income products while Equities and Derivatives Sub-committee will
review and approve investments in equities and derivatives products. The
Main Committee will decide on all other broader issues not handled by
the above two sub-committees. The followings are responsibilities of the
Main Committee:

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 credit lines and set forth 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.

The followings are members of Proprietary Investment Committee:

1.  Mr. Chen Pin-Cheng

2.  Ms. Bee Leng Ooi

3.  Ms. Punnee Chansirisin

The followings are members of Fixed Income Sub-committee:

1.  Mr. Chen Pin-Cheng

2.  Ms. Bee Leng Ooi

3.  Ms. Ariyaporn Panagitgun

The followings are members of Equities and Derivatives Sub-committee:

1.  Mr. Chen Pin-Cheng

2.  Ms. Bee Leng Ooi

3.  Ms. Punnee Chansirisin

4.  Mr. Tanavatt Bhanijkasem

Management

As of February 21^(st) 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         | Managing Director                        |
| . | Wongphasukchot         |                                          |
|   |                        |                                          |
|   |                        |                                          |
+---+------------------------+------------------------------------------+
| 5 | Mrs. Suchada           | Managing Director                        |
| . | Sodthibhapkul          |                                          |
|   |                        |                                          |
|   |                        |                                          |
+---+------------------------+------------------------------------------+
| 6 | Mrs. Supa              | Managing Director                        |
| . | Sermsukskulchai        |                                          |
|   |                        |                                          |
|   |                        |                                          |
+---+------------------------+------------------------------------------+
| 7 | Mrs. Pennipa           | Executive Director                       |
| . | Dabbaransi             |                                          |
|   |                        |                                          |
|   |                        |                                          |
+---+------------------------+------------------------------------------+
| 8 | Mrs. Kobkarn           | Executive Director                       |
| . | Cholchanupatumpa       |                                          |
|   |                        |                                          |
|   |                        |                                          |
+---+------------------------+------------------------------------------+
| 9 | Ms. Saranya Larksuktom | Executive Director                       |
| . |                        |                                          |
|   |                        |                                          |
|   |                        |                                          |
+---+------------------------+------------------------------------------+
| 1 | Ms. Kitiwan Thunnom    | Senior Vice President, Finance &         |
| 0 |                        | Accounting Department                    |
| . |                        |                                          |
|   |                        |                                          |
+---+------------------------+------------------------------------------+

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 February 21^(st) 2001, 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, and 4).
Mr. Kin Pun Wa

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

1)  Every share receives one vote.

2)  Shareholders can vote on more than one candidate only if more than
    one position is available.

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

3.  Remuneration for Directors

Directors

In 2001, remuneration for three Audit Committee who served during the
year was Bt1.8mn, of which Bt900,000 was for meeting allowances,
Bt900,000 for bonuses for Audit Committee. The foreign directors did not
receive the meeting allowances or bonuses but received traveling
allowances. Thai directors who were executives also received
remuneration, which is disclosed separately in the management’s
remuneration.

Executives 

In 2001, remuneration for 13 Executives was Bt58.76mn. This included
Bt41.87mn in salaries, Bt15.99mn in other remuneration, and Bt900,127 in
provident funds. However, this excluded the Finance and Accounting
Department’s compensation.

4.  Business monitoring

The Company’s Board of Directors adheres to the Code of Best Practice
prescribed by the SET for Directors of listed companies. Relevant
guidelines are as follows:

1.  The Board of Directors includes Independent Directors and outside
    Directors who are not involved in management to ensure a balanced
    view on Company matters.

2.  The Board of Directors is charged with the responsibility of making
    sound strategic decisions in the interest of the Company and its
    shareholders.

3.  The Board of Directors will appoint directors to supervise
    operational strategies that are established.

4.  To avoid conflict of interest, the Board of Directors must take care
    in accepting board seats at other companies.

5.  The compensation for the Board of Directors must be approved and
    ratified by the shareholders.

6.  Board of Directors’ meetings must be held on a regular basis and
    attended by a sufficient number of Board members to constitute a
    quorum.

7.  The Board of Directors must adhere to a policy of transparency in
    holding shareholders’ meetings.

5.  Prevention of the misuse of insider information by Executives

The Company has stringent policies to prevent improper use of insider
information by Executives, Directors and employees. Non-public
information is disseminated on a need-to-know basis (e.g., auditors,
legal advisors). KGI Securities (Thailand) fully complies with all
regulations governing insider information and the proper & timely
dissemination of material information to shareholders.

The Company’s Audit & Compliance Departments are comprised of many
experienced professionals. These departments are regularly monitored to
ensure compliance with regulations set forth by the authorities.