8. Management

[]

Note : Mr. Wisit Wongpaisan, President, has retried from the Company
effective on 1^(st) February 2012. However, Mr. Wisit Wongpaisan will
continue to be a director of the Company.

8.1 Management Structure

The Company structure consisting of the Board of Director and
sub-committees, which are

1) Board of Director 7) Purchasing Committee

2) Audit Committee 8) Human Resource Committee

3) Compensation Committee 9) Disciplinary Committee

4) Nomination Committee 10) Welfare Committee

5) Risk Management Committee 11) Health and Environment Committee

6) Debt Recovery Committee 12) ESOP Committee

13) Corporate Governance (CG) Committee

8.1.1 Board of Directors

As of 31^(st) December 2011, the Company’s Board of Directors consisted
of the following 12 members; in 2011, the Company had 6 Board of
Directors’ meetings; details of attendance of each director are as
follows:

+---------------------+--------------------+-------+-------+---+----+
|                     |                    |       | Atte  |   |    |
|                     |                    |       | ndant |   |    |
|                     |                    |       | R     |   |    |
|                     |                    |       | ecord |   |    |
+---------------------+--------------------+-------+-------+---+----+
| Board Director      | Board Position     | By    | By    | T |    |
|                     |                    | p     | call  | o |    |
|                     |                    | erson | confe | t |    |
|                     |                    |       | rence | a |    |
|                     |                    |       |       | l |    |
+---------------------+--------------------+-------+-------+---+----+
| 1. Mr. Foong Hock   | Chairman           | 5     | 1     | 6 |    |
| Meng                |                    |       |       | / |    |
|                     |                    |       |       | 6 |    |
+---------------------+--------------------+-------+-------+---+----+
| 2. Dr. Pisit        | Vice Chairman      | 5     | -     | 5 |    |
| Leeahtam            |                    |       |       | / |    |
|                     | (Independent       |       |       | 6 |    |
|                     | Director)          |       |       |   |    |
+---------------------+--------------------+-------+-------+---+----+
| 3. Mr. Chin-Lung    | Director           | 5     | -     | 5 |    |
| Tseng               |                    |       |       | / |    |
|                     |                    |       |       | 6 |    |
+---------------------+--------------------+-------+-------+---+----+
| 4. Mr. Wisit        | Director           | 6     | -     | 6 |    |
| Wongpaisan ^(/1)    |                    |       |       | / |    |
|                     |                    |       |       | 6 |    |
+---------------------+--------------------+-------+-------+---+----+
| 5. Mr. Wei Chang    | Director           | 6     | -     | 6 |    |
| Fang ^(/2)          | (Authorized        |       |       | / |    |
|                     | Director)          |       |       | 6 |    |
+---------------------+--------------------+-------+-------+---+----+
| 6. Dr. Don          | Director           | 6     | -     | 6 |    |
| Bhasavanich         | (Independent       |       |       | / |    |
|                     | Director)          |       |       | 6 |    |
+---------------------+--------------------+-------+-------+---+----+
| 7. Mr. Pradit       | Director           | 6     | -     | 6 |    |
| Sawattananond       | (Independent       |       |       | / |    |
|                     | Director)          |       |       | 6 |    |
+---------------------+--------------------+-------+-------+---+----+
| 8. Mr. Picharn      | Director           | 2     | 1     | 3 |    |
| Kullavanijaya^(/3)  | (Independent       |       |       | / |    |
|                     | Director)          |       |       | 3 |    |
+---------------------+--------------------+-------+-------+---+----+
| 9. Ms. Bee Leng Ooi | Director           | 6     | -     | 6 |    |
| ^(/2)               | (Authorized        |       |       | / |    |
|                     | Director)          |       |       | 6 |    |
+---------------------+--------------------+-------+-------+---+----+
| 10. Ms. Suchada     | Director           | 6     | -     | 6 |    |
| Sodthibhapkul ^(/2) | (Authorized        |       |       | / |    |
|                     | Director)          |       |       | 6 |    |
+---------------------+--------------------+-------+-------+---+----+
| 11. Ms. Pi-Lin      | Director           | 5     | -     | 5 |    |
| Huang ^(/2)         | (Authorized        |       |       | / |    |
|                     | Director)          |       |       | 6 |    |
+---------------------+--------------------+-------+-------+---+----+
| 12. Mr. Yen,        | Director           | 5     | -     | 5 |    |
| Chih-Chien ^(/2)    | (Authorized        |       |       | / |    |
|                     | Director)          |       |       | 6 |    |
+---------------------+--------------------+-------+-------+---+----+

Note 1/ Mr. Wisit Wongpaisan Position President has retried from the
Company effective on 1^(st) February 2012. However, Mr. Wisit Wongpaisan
will continue to be a director of the Company.

  2/ Any two Authorized Directors shall be required to bind the Company

  3/ Mr.Eugenio Tan, Independent Director has resigned from the Board
  member effective on 12^(th) May 2011 and Mr. Picharn Kullavanijaya has
  been appointed as Independent Director as the replacement of Mr.
  Eugenio Tan effective on 17 June 2011.

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. 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 sub-committee

+--------------------+--------------------+---------------------------+
| Board Director     | Board Position     | Directors’ position in    |
|                    |                    | other sub-committee       |
+--------------------+--------------------+---------------------------+
| 1. Mr. Foong Hock  | Chairman           | -                         |
| Meng               |                    |                           |
+--------------------+--------------------+---------------------------+
| 2. Dr. Pisit       | Vice Chairman      | • Audit Committee         |
| Leeahtam           |                    | Chairman                  |
|                    | (Independent       |                           |
|                    | Director)          | • Nomination Committee    |
|                    |                    | Chairman                  |
+--------------------+--------------------+---------------------------+
| 3. Mr. Chin-Lung   | Director           | • Compensation Committee  |
| Tseng              |                    | Chairman                  |
+--------------------+--------------------+---------------------------+
| 4. Mr. Wisit       | Director           | • Risk Management         |
| Wongpaisan*        |                    | Committee                 |
+--------------------+--------------------+---------------------------+
| 5. Mr. Wei Chang   | Director           | • Risk Management         |
| Fang               | (Authorized        | Committee Chairman        |
|                    | Director)          |                           |
|                    |                    | • Debt Recovery Committee |
|                    |                    | Chairman                  |
|                    |                    |                           |
|                    |                    | • Human Resource          |
|                    |                    | Committee Chairman        |
|                    |                    |                           |
|                    |                    | • ESOP Committee Chairman |
+--------------------+--------------------+---------------------------+
| 6. Dr. Don         | Director           | • Audit Committee         |
| Bhasavanich        | (Independent       |                           |
|                    | Director)          |                           |
+--------------------+--------------------+---------------------------+
| 7. Mr. Pradit      | Director           | • Audit Committee         |
| Sawattananond      | (Independent       |                           |
|                    | Director)          | • Compensation Committee  |
|                    |                    |                           |
|                    |                    | • Nomination Committee    |
|                    |                    |                           |
|                    |                    | • ESOP Committee          |
+--------------------+--------------------+---------------------------+
| 8. Mr. Picharn     | Director           | -                         |
| Kullavanijaya      | (Independent       |                           |
|                    | Director)          |                           |
+--------------------+--------------------+---------------------------+
| 9. Ms. Bee Leng    | Director           | • Nomination Committee    |
| Ooi                | (Authorized        |                           |
|                    | Director)          | • Risk Management         |
|                    |                    | Committee                 |
|                    |                    |                           |
|                    |                    | • Human Resource          |
|                    |                    | Committee                 |
|                    |                    |                           |
|                    |                    | • ESOP Committee          |
+--------------------+--------------------+---------------------------+
| 10. Ms. Suchada    | Director           | • Risk Management         |
| Sodthibhapkul      | (Authorized        | Committee                 |
|                    | Director)          |                           |
|                    |                    | • Debt Recovery Committee |
|                    |                    |                           |
|                    |                    | • Human Resource          |
|                    |                    | Committee                 |
+--------------------+--------------------+---------------------------+
| 11. Ms. Pi-Lin     | Director           | -                         |
| Huang              | (Authorized        |                           |
|                    | Director)          |                           |
+--------------------+--------------------+---------------------------+
| 12. Mr. Yen,       | Director           | -                         |
| Chih-Chien         | (Authorized        |                           |
|                    | Director)          |                           |
+--------------------+--------------------+---------------------------+

Note * Mr. Wisit Wongpaisan Position President has retried from the
Company effective on 1^(st) February 2012. However, Mr. Wisit Wongpaisan
will continue to be a member of Risk Management Committee and also was
appointed to be a member of Nomination Committee effective on 23
February 2012.

Company Secretary

The Board of Directors’ Meeting No.5/2002 dated 6^(th) November 2002
approved to appoint Ms. Nongluk Ningsanond, who has attended the Company
Secretary Program class 5/2004 and the Effective Minutes Taking Program
class 10/2008 conducted by Thai Institute of Directors (IOD), as acting
Company Secretary has duties as follows:

(1) To do and storage documents as follows.

(a) The Board of Directors’ Record

(b) Notice and Minute of the Board of Directors’ Meeting and Annual
Report

(c) Notice and Minute of the Annual General Shareholders’ Meeting

(2) To storage reports of interests of the Board of Directors and
Executives

(3) Other responsibilities following Announcement of Capital Market
Committee

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 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 of the Company are qualified as per SEC regulation
as follows:

(1) Any shareholding they, and any related persons, have is equivalent
to not more than 1 percent of the paid-up capital of the Company, the
parent company, any subsidiary company, associated company or major
shareholder or any other juristic person which could result 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, major
shareholders, or of any other juristic person which could result in a
conflict of interest, either at present or during the past two years.
Not including a director who used to be a government official or advisor
of any government department which is a major shareholder of the
Company.

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

(4) A director who has no business relationship* with the Company, the
parent company, subsidiary company, associated company, major
shareholders, 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 and a director who is not a
major shareholder, or persons who have relationship with the Company,
the parent company, any subsidiary company, associated company, major
shareholder, or of any juristic person resulting in a conflict of
interest, either at present or during the past two years.

  *Business relationship includes transactions for operating the
  business, leasing, asset or services transactions, or financial
  subsidies such as loaning or borrowing, providing guarantees, giving
  assets as guarantee, and all behaviours which will affect the Company
  or counterparties have duties to liquidate in case that the value is
  from 30% of tangible assets of the Company or Baht 20 million up, up
  to the lower amount. However, the concept to calculate transaction
  follows the disclosure of the Securities and Exchange Commission and
  will calculate total liabilities which have been for one year before a
  director has business relationship with.

(5) A director who is not and has never been an auditor of the Company,
the parent company, any subsidiary company, associated company or any
juristic person which might result in a conflict of interest. A director
who is not a major shareholder or director (other than 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, person with a conflict of interest, or partner of the
juristic person, either at present or during the past 2 years.

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

(8) A director who does not own or control any business which would
result in a conflict of interest with the Company or any subsidiary of
the company, and is not a partner of such a business or a director,
executive, employee, or advisor who receives a regular salary, or hold
shares equivalent to more than 1 percent of the paid-up capital of such
business.

(9) No other characteristic that would prevent the director providing an
independent opinion relating to the operations of the Company.

In this regards of Accounting period of 2011, The Company’s independent
directors have fully characteristics of SEC’s regulation. There is no
business relationship or any services with the Company.

8.1.2 Audit Committee

As of 31^(st) December 2011, The Audit Committee composed of three
Independent Directors and all the Independent Directors have attended
director training programs of the Thai Institute of Directors (“IOD”).
They have adequate expertise and experience to review creditability of
financial reports. Ms. Apaporn Vorapun acts as the Secretary of the
Audit Committee.

In 2011, the Audit Committee had 6 meetings and details of attendance of
each director are as follows:

+-------------------+----------------------+------------+-------------+
| Name              | Position             | IOD        | Attendance  |
|                   |                      | Program    | Record /    |
|                   |                      | and Other  | Total       |
|                   |                      | Program    | Meeting     |
+===================+======================+============+=============+
| 1. Dr. Pisit      | Chairman of Audit    | 1 Program  | 5 / 6       |
| Leeahtam          | Committee /          |            |             |
|                   |                      | (see page  |             |
|                   | Independent Director | 90)        |             |
+-------------------+----------------------+------------+-------------+
| 2. Dr. Don        | Audit Committee /    | 3 Program  | 6 / 6       |
| Bhasavanich       |                      |            |             |
|                   | Independent Director | (see page  |             |
|                   |                      | 92)        |             |
+-------------------+----------------------+------------+-------------+
| 3. Mr. Pradit     | Audit Committee /    | 8 Program  | 6 / 6       |
| Sawattananond     |                      |            |             |
|                   | Independent Director | (see page  |             |
|                   |                      | 93)        |             |
+-------------------+----------------------+------------+-------------+

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 efficient.

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 SEC/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 SEC or SET.

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.

8.1.3 Compensation Committee

As of 31 December 2011 The Company’s Compensation Committee consisted of
three members and there were two meeting in 2011, as follows:

  -----------------------------------------------------------------------
  Name                  Position                         Attendance
                                                         Record / Total
                                                         Meeting
  --------------------- -------------------------------- ----------------
  1. Mr. Chin-Lung      Compensation Committee Chairman  2 / 2
  Tseng                                                  

  2. Mr. Pradit         Compensation Committee /         2 / 2
  Sawattananond         Independent Director             

  3. Ms. Ms. Yuan-Chen  Compensation Committee           Call conference
  Chiu                                                   
  -----------------------------------------------------------------------

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 Board for
approval and proposal to a shareholders' meeting for final approval.

8.1.4 Nomination Committee

As of 31^(st) December 2011 The Company’s Nomination Committee consisted
of three members and there was two Nomination Committee meeting in 2011.

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

  1.Dr. Pisit         Nomination Committee Chairman /       2/2
  Leeahtam            Independent Director                  

  2.Mr. Pradit        Nomination Committee / Independent    2/2
  Sawattananond       Director                              

  3.Ms. Bee Leng Ooi  Nomination Committee                  2/2
  ------------------- ------------------------------------- --------------

  Note: The Board of Directors’ meeting no 1/2012, dated 23 February
  2012, has approved the appointment of

  Mr. Wisit Wonpaisan to be member of Nomination Committee.

Scope of duties and responsibilities of the Nomination Committee

Nomination Committee is responsible for selection of qualified
candidates to be directors and top management and proposes to Board’s
meeting for approval.

8.1.5 Risk Management Committee

The Risk Management Committee consists of executives from every
department both in business units and support units. There are 17
members as follows.

1. Mr. Wisit Wongpaisan* President

2. Mr. Wei Chang Fang Chief Operating Officer

3. Ms. Bee Leng Ooi Managing Director

4. Ms. Suchada Sodthibhapkul Managing Director

5. Ms. Naruemol Artamnuayvipas Managing Director, Equity Derivatives
Department

6. Ms. Jariya Posayajinda Managing Director, Proprietary Trading
Department

7. Ms. Saranya Larksukthom Senior Executive Vice President, Operation
Department

8. Mr. Apichart Tungkiatsilp Executive Vice President, Fixed Income
Department

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

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

11. Mr. Pongsak Komolrit Executive Vice President, Institutional Equity
Sales Department

12. Mr. Chai Durongkarattanakul Executive Vice President, Information
Technology Department

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

14. Ms. Patchpon Sankaburanuruk Senior Vice President, Investment
Banking Department

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

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

17. Mr. Chaimongkol Phraphinit Senior Vice President, Risk Management
Department

Note : * Mr. Wisit Wongpaisan Position President has retried from the
Company effective on 1^(st) February 2012. However, Mr. Wisit Wongpaisan
will continue to be a member of risk Management Committee of the
Company.

Scope of duties and responsibilities of the Risk Management Committee

1)  Implement risk policies and procedures.

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 the Company’s 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.

In the regards that The Company’s as the DW issuer, The Company’s risk
management procedures are described in its regulatory filings for the
issue of DWs.

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

  --------------------------- -------------------------------------------
  1. Mr. Wei Chang Fang       Chief Operating Officer

  2. Ms. Suchada              Managing Director
  Sodthibhapkul               

  3. Mr. Pisit Patumban       Managing Director, Retail Equity Business

  4. Mr. Suthep Rungsiam      Managing Director, Retail Equity Business

  5. Ms. Saranya Larksukthom  Senior Executive Vice President, Operation
                              Department

  6. Ms. Khunmira Thunnom     Executive Vice President, Finance &
                              Accounting Department

  7. Mr. Chaimongkol          Senior Vice President, Risk Management
  Phraphinit                  Department
  --------------------------- -------------------------------------------

A) Credit Risk Sub-committee for Brokerage Business: consisted of the
following 7 members:

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 5 members:

  -------------------------- --------------------------------------------
  1. Mr. Wisit Wongpaisan*   President

  2. Mr. Wei Chang Fang      Chief Operating Officer

  3. Ms. Bee Leng Ooi        Managing Director

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

  5. Mr. Chaimongkol         Senior Vice President, Risk Management
  Phraphinit                 Department
  -------------------------- --------------------------------------------

  Note : * Mr. Wisit Wongpaisan Position President has retried from the
  Company effective on 1^(st) February 2012. However, Mr. Wisit
  Wongpaisan will continue to be a member of Credit Risk Sub-Committee
  for Fixed Income of the Company.

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

  Credit Risk Sub Committee for Fixed Income is responsible for
  approving the policy for investment and holding of financial
  securities with inherent credit risk in brokerage for Fixed Income
  business, investment in both government and corporate bond, and
  Re-Purchase Agreement transactions.

C) Credit Risk Sub-Committee for Equity Derivatives: consisted of the
following 5 members:

  -------------------------- --------------------------------------------
  1. Mr. Wisit Wongpaisan*   President

  2. Mr. Wei Chang Fang      Chief Operating Officer

  3. Ms. Bee Leng Ooi        Managing Director

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

  5. Mr. Chaimongkol         Senior Vice President, Risk Management
  Phraphinit                 Department
  -------------------------- --------------------------------------------

  Note : * Mr. Wisit Wongpaisan Position President has retried from the
  Company effective on 1^(st) February 2012. However, Mr. Wisit
  Wongpaisan will continue to be a member of Credit Risk Sub-Committee
  for Equity Derivatives of the Company.

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

  Credit Risk Sub-Committee for Equity Derivatives is responsible for
  approving policy for investments or holding of financial securities
  with inherent credit risk in OTC derivatives market with
  counterparties and also approves the policy as well as procedure for
  securities borrowing and lending transactions.

D) Investment Banking Sub-committee: consisted of the following 5
members:

  --------------------------- -------------------------------------------
  1. Mr. Wisit Wongpaisan*    President

  2. Mr. Wei Chang Fang       Chief Operating Officer

  3. Ms. Bee Leng Ooi         Managing Director

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

  5. Mr. Chaimongkol          Senior Vice President, Risk Management
  Phraphinit                  Department
  --------------------------- -------------------------------------------

  Note : * Mr. Wisit Wongpaisan Position President has retried from the
  Company effective on 1^(st) February 2012. However, Mr. Wisit
  Wongpaisan will continue to be a member of Investment Banking
  Sub-Committee of the Company.

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) Information Technology 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. Khunmira Thunnom     Executive Vice President, Finance &
                              Accounting Department

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

  5. Mr. Chaimongkol          Senior Vice President, Risk Management
  Phraphinit                  

  6. Ms. Apaporn Vorapun      Senior Vice President, Audit Department
  --------------------------- -------------------------------------------

Scope of duties and responsibilities of Information Techmology Security
Sub-Committee

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

8.1.6 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. Khunmira Thunnom      Executive Vice President, Finance &
                               Accounting Department

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

3. To approve settlements with debtors.

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

8.1.7 Purchasing Committee : consisted of the following 3 members:

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

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

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

  4. Ms. Nantarat Surakkhaka     Senior Vice President, COO Office
                                 (Corporate Strategy)
  ------------------------------ ----------------------------------------

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, computer systems 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.

  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.

8.1.8 Human Resource Committee : consisted of the following 4 members:

+------------------------------+---------------------------------------+
|   1. Mr. Wei Chang Fang      | Chief Operating Officer               |
+------------------------------+---------------------------------------+
|   2. Ms. Bee Leng Ooi        | Managing Director                     |
+------------------------------+---------------------------------------+
|   3. Ms. Suchada             | Managing Director                     |
|   Sodthibhapkul              |                                       |
+------------------------------+---------------------------------------+
|   4. Ms. Kobkarn             | Executive Vice President, Human       |
|   Cholchanupatumpa           | 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

8.1.9 Disciplinary Committee : consisted of the following 4 members:

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

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

  3. Ms. Apaporn Vorapun        Senior Vice President, Internal Audit
                                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.

10. Welfare Committee : consisted of the following 7 members:

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

  2. Mr. Somchai               Executive Vice President, Retail Equity
  Siripaiboolpong              Business

  3. Ms. Pimchai Fuengaromya   Vice President, Human Resources Department

  4. Mr. Bundit Worapaphapin   Vice President, Retail Equity Business
  ---------------------------- ------------------------------------------

  ---------------------------- ------------------------------------------
  5. Ms. Sumana Siribovornkiat Assistant Vice President, COO Office

  6. Ms. Suthinee              Manager, COO Office
  Theerawitpreecha             

  7. Ms. Chatkaew              Deputy Manager , Fixed Income Department
  Kittayanusorn                
  ---------------------------- ------------------------------------------

  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.”

8.1.11 Health and Environment Committee : consisted of the following 12
members:

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

  2. Mr. Chai                                           Executive Vice President, Information
  Durongkarattanakul                                    Technology Department

  3. Mrs. Suchada Wongrak                               Senior Vice President, Corporate Services
                                                        Department

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

  5. Mrs. Sujittra                         Assistant    
  Duangpattra                              Vice         
                                           President,   
                                           Corporate    
                                           Services     
                                           Department   

  6. Mr. Adisorn              Assistant                 
  Morakotamporn               Vice                      
                              President,                
                              Audit                     
                              Department                

  7. Ms. Prungsukon           Manager,                  
  Saengklang*                 President                 
                              Office                    

  8. Mr. Surachet             Assistant                 
  Amnuaywittayakul            Vice                      
                              President,                
                              Legal &                   
                              Compliance                
                              Department                

  9. Ms. Sirirat Chimkaew     Deputy                    
                              Manager ,                 
                              Corporate                 
                              Services                  
                              Department                

  10. Ms. Petcharat           Deputy                    
  Ongartpajon                 Manager,                  
                              Research                  
                              Department                

  11. Ms. Chananchida         Deputy                    
  Poakpeenaphat               Manager,                  
                              Operation                 
                              Department                

  12. Ms. Pimploy Kankaew     Assistant                 
                              Manager,                  
                              Finance &                 
                              Accounting                
                              Department                
  --------------------------- ------------ ------------ -------------------------------------------

  Note * Ms. Prungsukon Saengklang has resigned from the Company
  effective on 1^(st) February 2012.

  Scope of duties and responsibilities of Health and Environment
  Committee

  1. To determine regulations about the safety and safety standard for
  workplace

  2. To determine policy, plan, and activities about safety and working
  environment to protect and reduce the occurrence of accidents and the
  suffering of injury due to unsafe working conditions.

  3. To set the course about the scope of duties and responsibilities of
  employees’ safety

  4. To evaluate the implementation of safety of the Company’s workplace

8.1.12 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               Executive Vice President, Human Resources
  Cholchanupatumpa             Department

  5. Ms. Yuan-Chen Chiu        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.

8.1.13 Corporate Governance (CG) Committee : consisted of the following
4 members:

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

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

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

  4. Ms. Apaporn Vorapun       Senior Vice President, Internal Audit
                               Department
  ---------------------------- ------------------------------------------

Scope of duties and responsibilities of CG Committee

1.  Propose the CG policy for board approval

2.  Follow up the implementations accordance with the policy

3.  Review and evaluate the implementations and propose to the Board of
    Directors to approve at least once a year.

Management

As of 31^(st) December 2011, Company’s Executives consisted of the
following 20 members:

+---+------------------------+-----------------------------------------+
|   | Name                   | Title                                   |
+---+------------------------+-----------------------------------------+
| 1 | Mr. Wisit              | President                               |
| . | Wongpaisan^(/1)        |                                         |
+---+------------------------+-----------------------------------------+
| 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     |   Managing Director, Retail Equity      |
| . |                        |   Business                              |
+---+------------------------+-----------------------------------------+
| 6 | Mr. Suthep Rungsiam    |   Managing Director, Retail Equity      |
| . |                        |   Business                              |
+---+------------------------+-----------------------------------------+
| 7 | Ms. Naruemol           |   Managing Director, Equity Derivatives |
| . | Artamnuayvipas         |   Department                            |
+---+------------------------+-----------------------------------------+
| 8 | Ms. Jariya Posayajinda |   Managing Director, Proprietary        |
| . |                        |   Trading Department                    |
+---+------------------------+-----------------------------------------+
| 9 | Mr. Kittipong          |   Deputy Managing Director, Retail      |
| . | Supradith Na           |   Equity Business                       |
|   | Ayudhya^(/2)           |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Ms. Saranya            |   Senior Executive Vice President,      |
| 0 | Larksukthom            |   Operation Department                  |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Mr. Somchai            |   Executive Vice President, Retail      |
| 1 | Siripaiboolpong        |   Equity Business                       |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Ms. Songsri            |   Executive Vice President, Retail      |
| 2 | Chawengsataporn        |   Equity Business                       |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Ms. Dutsanee Pamontip  |   Executive Vice President, Retail      |
| 3 |                        |   Equity Business                       |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Mr. Pongsak Komolrit   |   Executive Vice President,             |
| 4 |                        |   Institutional Equity Business         |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Mr. Apichart           |   Executive Vice President, Fixed       |
| 5 | Tungkiatsilp           |   Income Department                     |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Mr. Hua-Feng Chang     |   Executive Vice President, Futures &   |
| 6 |                        |   Electronic Business Department        |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Ms. Kobkarn            |   Executive Vice President, Human       |
| 7 | Cholchanupatumpa       |   Resource Department                   |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Ms. Khunmira Thunnom   |   Executive Vice President, Finance &   |
| 8 |                        |   Accounting Department                 |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Ms. Nongluk Ningsanond |   Executive Vice President, PR &        |
| 9 |                        |   Marketing Department                  |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 2 | Mr. Chai               |   Executive Vice President, Information |
| 0 | Durongkarattanakul     |   Technology                            |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+

Note : 1/ Mr. Wisit Wongpaisan Position President has retried from the
Company effective on 1^(st) February 2012.

However, Mr. Wisit Wongpaisan will continue to be a director of the
Company.

2/ Mr. Kittipong Supradith Na Ayudhya has resigned from the Company
effective on 1^(st) March 2012.

8.2 Selection of Directors & Executives

The Nomination Committee is responsible for selection of qualified
candidates to be directors and top management and proposes to Board’s
meeting for approval. Furthermore, the Company is a securities business
under SEC’s control; therefore, directors and executives must receive
approval from the SEC.

In the case there is vacancy among the Directors other than a retirement
by rotation, the Board shall elect a person who is qualified and not
being prohibited by the Public Company Law to fill the vacancy in the
next Board of Directors' meeting except in the event the period of time
the Director is entitled to retain his office is less than 2 months. The
person who is elected shall retain his office during such time only as
the vacating Director was entitled to retain the same. The resolution of
the Board of Directors shall consist of votes of not less than
three-fourth of the remaining Directors.

In case selection of director has to get approval from shareholders, the
director appointment has to gain voting from majority shareholders
having right to vote. 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, but provided that any of
the vote shall not be divisible; and

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

As of 31^(st) December 2011, the Board of Directors consisted of 12
directors and the Company’s Directors from the KGI Group, a major
shareholder, were as follows: 1) Mr. Foong Hock Meng 2) Mr. Chin-Lung
Tseng 3) Ms. Pi-Lin Huang and 4) Mr. Yen, Chih-Chien.

8.3 Remuneration of Directors and Management

(A) Directors’ remuneration

  In 2011, the Company paid remuneration for non-executive directors of
  Baht 19.45 million, details are as follow:

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

  Directors’ bonus *                        Baht 16.68 million (for year
                                            2010)

  Audit Committee bonus *                   Baht 0.50 million (for year
                                            2010)

  Board Attendance allowance and Monthly    Baht 2.00 million (for year
  Allowance                                 2011)

  Others (traveling & accommodation         Baht 0.27 million (for year
  expenses)                                 2011)

  Total                                     Baht 19.45 million
  ----------------------------------------- -----------------------------

  Note: * Directors’ bonus and Audit Committee bonus was the bonus of
  year 2010 which be paid in 2011

Details of each Directors’ remuneration

  []Note : * Mr.Eugenio Tan, Independent Director has resigned from the
  Board member effective on 12^(th) May 2011 and Mr. Picharn
  Kullavanijaya has been appointed as Independent Director as the
  replacement of Mr. Eugenio Tan effective on 17 June 2011.

(b) Management’s remuneration

In 2011, the Company paid remuneration for 20 Executives of Baht
175,463,742.25 (including those who left during the year 2011), the
details are as follows.

[]

  Note * Executive means Management in rank Executive Vice President and
  up

  ** Bonus paid by cash basis in 2011 (including part of 2010 bonus and
  part of 2011 bonus which paid in 2011).

8.4 Good Corporate Governance

The Company believe that the good corporate governance is a significant
tool to ensure efficient and transparent management to foster
shareholders’ and investors’ trust. The Company then intends to conduct
the business under the Good Corporate Governance Principles issued by
the Stock Exchange of Thailand and the rules and regulations of Listed
Company issued by the Securities and Exchange Commission and the Capital
Market Supervisory Board to continuously raise the governance of the
Company to international level for efficient management and sustainable
business growth.

Corporate Governance Policies

For clarity and transparency, the Company has established the written
corporate governance policies as guidelines for directors, management
and employees. The Policies include the statutory rights of shareholders
as well as the Best Practices issued by the Stock Exchange of Thailand.
The Board annually reviews the good corporate governance policies.

Communication of Corporate Governance Policies

The Company discloses the Corporate Governance Policies on KGI website
at www.kgieworld.co.th, Shareholders who want to receive a hard copy can
contact the Corporate Secretary, tel 02-658-8881-2.

Implement of Good Corporate Governance Report in 2011

In 2011, the Company was assessed on Good Corporate Governance by the
Thai Institute of Directors (IOD) at the range of “Very Good”. Good
Corporate Governance is presented in five categories, as follows.

Section 1 : Right of Shareholders

Section 2 : Equitable Treatment of Shareholders

Section 3 : Role of Stakeholders

Section 4 : Disclosure and Transparency

Section 5 : Responsibilities of the Board

Section 1 : Rights of Shareholders

1.  Rights to Receive Dividend

Following to the Company’s dividend policy, any dividend payment will be
considered by the Board of Directors and, if approved, be proposed to
the shareholders’ meeting, on a case by case basis, and will take into
account prevailing business conditions, outlook, investment
opportunities, and other relevant factors. The Board of Directors has
approved to propose a dividend payment to the Annual General
Shareholders’ meeting (AGM) no. 1/2012 for the year 2011 of Baht 0.25
per share (i.e. at the payout ratio of 90%), approximately amounting to
Baht 498 million. The record date on which shareholders had the right to
receive dividend was 9^(th) March 2012 and the closing of share register
book for gathering shareholders' names under the Section 225 of the
Securities and Exchange Act was 12^(th) March 2012. The dividends will
be paid on 27^(th) April 2012.

1.2 Right to attend shareholders’ meeting

Before the Meeting

  1.2.1 The Company requested Thailand Securities Depository Co., Ltd.
  the Company’s registrar to send out the Notice of the Annual General
  Shareholders’ meeting (AGM) no. 1/2011 and relevant information to
  shareholders, which was prior to the meeting day and earlier than
  required by regulations. For the AGM no. 1/2011 held on 8^(th) April
  2011, the Company sent such information on 24^(th) March 2011, which
  was 14 days prior to the meeting day.

  1.2.2 The Company provided the notice and all relevant information
  relating to the AGM no. 1/2011 in both Thai and English languages on
  the Company’s website on 8^(th) March 2011, 30 days prior to the
  meeting. Such information was the same as the Notice in hard copy sent
  to shareholders.

  1.2.3 The notice of AGM no.1/2011, the Company provided sufficient
  information for every agenda.

  On Meeting Day

  1.2.4 The Company has specified relevant information relating to
  shareholders’ meeting such as date, time, and place by considering the
  convenience of shareholders. The Company held AGM no.1/2011 on 8^(th)
  April 2011, at 2 p.m., at the Tawana Bangkok Hotel, Srisuriwongse
  Balloom, 11^(th) Floor (Parking Building), 80 Surawongse Road, Siphaya
  Sub-District, Bangrak District, Bangkok 10500. The Company used
  barcode for registration and voting process. The Company also prepared
  duty stamps to support shareholders who were appointed as proxy and
  allowed shareholders who came after the meeting began to attend the
  meeting.

  1.2.5 At AGM no. 1/2011, the Company follows CG as follows:

  a) Directors and executives were present at the meeting to explain and
  answer the shareholders’ questions. The Company introduced Directors,
  Management, Auditor and Chairman of Sub-Committees to shareholders.

  b) The Company informed on the proportion of shareholders and
  shareholders who were appointed as proxy who attended the meeting.
  Furthermore, the Company informed on the counting procedures and
  voting procedures before the meeting began.

  c) The Company operated the meeting following each agenda and did not
  add any agenda or switch agenda beyond what was in the Notice.

  d) The meeting Chairman allowed shareholders to ask questions or
  express their views relevant to the agenda freely and the Company
  answered all shareholders’ questions.

  e) The Company conducts transparent shareholders’ voting and allows
  shareholders to vote separate in each agenda; therefore, shareholders
  can exercise their rights in each agenda freely. For the directors'
  election agenda, each shareholder can exercise his/her rights in
  electing directors and the votes will be counted from individual
  voting cards handed in by shareholders regardless of whether they are
  voting “approve”, “against” or “abstention”.

  f). The Company counted the votes and announced the result on each
  agenda during the meeting and specified the voting of “approve”,
  “against” or abstention”. There were no shareholders opposed to the
  voting results.

  After the Meeting Day

  1.2.6 The Company disseminates the resolutions of the shareholders’
  meeting within a working day following the meeting day through the
  SET’s ELCID System. On the AGM no. 1/2011, the Company announced the
  resolutions and the voting, separating the “approve”, "against” or
  “abstention” through the SET’s ELCID System on 8^(th) April 2011.

  1.2.7 The Company records the minutes of shareholders’ meetings
  including all significant information such as the meeting’s time,
  names of directors who attended/did not attend the meeting, important
  explanations and clarifications, summaries of questions, answers, and
  opinions, voting results (for approve/against/abstained vote), and
  minute taker.

  1.2.8 The AGM no. 1/2011, the Company disseminated the minutes of the
  shareholders’ meeting to SET and posted in the Company’s website both
  in Thai and English languages on 22^(nd) April 2011, which was 14 days
  after the meeting.

1.3 Right to Receive Information

The Company provides significant information to shareholders such as the
Company’s businesses, annual report, shareholders’ structure, directors’
names, corporate governance policies and its implementation, ethical and
professional standards, Company’s news via the SET ELCID system, and
analytical reports on the Company’s website and always updates the
information on the website.

Section 2 : Equitable Treatment of Shareholders

2.1 Fair and Equal Treatment to Shareholders

  2.1.1 In the case that shareholders could not attend the shareholders’
  meeting, the Company encouraged them to cast their votes independently
  on each important matter (proxy form B). Nevertheless, shareholders
  can use another proxy form. The Company has posted all forms of the
  proxy issued by the Ministry of Commerce on the Company’s website.

  2.1.2 In the case that shareholders would like to appoint an
  independent director to vote on their behalf as a proxy, the Company
  has proposed names of independent directors, at least one, on the
  notice of the shareholders’ meeting for their consideration. At AGM
  no. 1/2011, the Company proposed names and profiles of three
  independent directors which were 1. Dr. Pisit Leeahtam 2. Dr. Don
  Bhasavanich and 3. Mr. Pradit Sawattananond on the notices of the
  shareholders’ meeting for the shareholders’ considerations to appoint
  as a proxy and there were 5 shareholders in the AGM appointing
  independent directors who the Company proposed.

2.2 Preventive Policy Regarding Use of Inside Information

  The Company gives importance to preventing the use of confidential
  information; therefore, the Company has a policy to prevent the misuse
  of Inside Information (see details in “Prevention of Misuse of Inside
  Information”).

3.  Preventive Conflict of Interests

  1. All directors and executives have to report their interests and
  those of their related persons to the Chairman of the Board of
  Directors and the Chairman of the Audit Committee within 7 days after
  year ended and of the changes.

  When the Board of Directors would like to consider any transaction
  between the Company and directors or executives of the Company, they
  will use the report on interests to compose their consideration and
  not allow persons who have a conflict of interest with the transaction
  participate in the decision making process.

  2. The Board of Directors will consider any transaction with
  transparency and fairness to be best benefits to the Company and
  shareholders. The approval process will be approved by the Audit
  Committee, the Board of Directors, and / or shareholders following the
  regulations of SEC and SET about Connected Transactions and
  Acquisition and Disposition of Assets and not allow persons who have a
  conflict of interest with the transaction participate in the decision
  making process.

Section 3 : Role of Stakeholders

3.1 Beside the treatment of shareholders’ right, the Company has
principle for stakeholders excepting from shareholders as followings

Policy on Customers

๏ The Company will propose products relevant to clients’ needs and
provide quality services.

๏ The Company will provide equal services to every client.

๏ The Company will disclose information relevant to the Company’s
products and services completely, correctly, precisely, and without any
distortion. Therefore, clients can receive all information thoroughly.

๏ The Company has no policy to disclose client’s information to other
clients or related persons except for disclosures that are following
regulations or injunctions, etc.

๏ The Company does not impose any commercial conditions that are unfair
to clients.

๏ The Company gives clients opportunities to make complaints when they
deem necessary and to take the best action to ensure a swift
satisfactory resolution.

Policy on Employee and employee’s benefit and welfare

๏ The Company regards each employee as respected and honored colleague
who should be well cared for.

๏ The Company will take action to ensure that qualified applicants are
given equal opportunity to be employed with regards to the required
qualification, educational background, experience and other requirements
on a non-discriminatory basis regarding gender, age, nationality or
religion.

๏ The Company will ensure fair employment and offer fair career
advancement opportunities.

๏ The Company will set up a fair compensation system for all employees
as follows:

  Salary and Bonus

  The Company’s policy in remunerating its employees is on the basis of
  what is appropriate and fair, according to each individual’s
  knowledge, capability, duties, responsibilities, and performance, in
  relation to the average pay scale for the industry. These payments
  have to be in line with the growth of the business line and the
  Company.

  Provident Fund

  The Company, its local subsidiary and their employees have jointly
  established a provident fund in accordance with the Provident Fund Act
  B.E. 2530. Employees, the Company and the subsidiary company
  contributed to the fund monthly at the same rate of 3 to 6 percent of
  basic salary. The funds will be paid to employees upon termination in
  accordance with the rules of the fund. During the years ended 31
  December 2011 Baht 15.9 million were contributed to the fund by the
  Company and its subsidiary.

  Welfare

  The Company provides health check-ups every year, having welfare for
  IPD and OPD medical expenses. For IPD the welfare covers employees’
  families, spouse and children.

Policy on development Safety and Health

๏ The Company follows regulations of safety, health, and work
environment.

๏ The Company ensures the workplace is a safe working environment and
clean.

๏ The Company works with employees on safety, health, and working
environment to ensure that employees and the workplace will be safe.

๏ The Company set up a Health and Environment Committee to meet the
safety in workplace in accordance with the laws.

๏ The Company sets up training programs on roles and duties of safety
for every employee level.

Policy on Competitors

๏ The Company will do any activity under rules in order to support good
competition according to the determined rules.

๏ The Company does not seek any competitors’ confidential information in
a dishonest or improper manner.

๏ The Company does not destroy the reputation of competitors by accusing
them without honest and actual data. Furthermore, the Company must
practice under the international competition rules, commercial
practices, and does not seek competitors’ information using fraudulent
methods.

Policy on Suppliers

๏ The Company has a policy for employees not to ask or receive bribes or
dishonest benefits from supplier.

๏ Procurements will be transparentand the Company will provide
information to every supplier with equal, accuracy, without bias, and no
discrimination. The Company will make fair competition among suppliers
and make the procurement process strictly relevant to each situation.

๏ Negotiations must be transparent. The Company’s management can
supervise and the Company’s staff must not receive bribes from
procurement. The Company’s staff must be neutral and not close to any
supplier that may influence the decision making. The Company’s staff
must strictly follow the conflict of interest rule.

๏ The Company will follow the conditions appropriately and fairly.

Policy on Creditors

๏ The Company follows the conditions under loan agreements.

๏ The Company will not conceal the actual financial status of the
Company.

Policy on Environment

๏ The Company intends to do business environmentally responsibly.

๏ The Company supports all employees to have awareness and
responsibility on environment by efficiently using resource to the best
benefits such as policy of saving electricity, saving use of water and
saving use of office equipment.

Policy on Social Responsibility

๏ The Company often supports social activities.

๏ The Company will root awareness of social responsibility to every
employee at every level.

The Company’s Corporate Social Responsibilities Activities in 2011

In 2011, the Company joined the activities of Social Responsibilities as
follows:

๏ The Company supports education to disadvantage youth. In 2011, the
Company provided 15 scholarships to needy undergraduate students who
have studied hard and acted as good role models under the project “KGI
Scholarship”

๏ The Company conducted a road show about Financial Derivatives started
at Chiang Mai University to expand knowledge and understanding about
financial products.

๏ Thee Company donated computers and electronic equipments to Future
Group supported by Caring Hearts for AIDs Foundation to donate for
deficient organizations.

๏ The Company staff donated money to the Thai Red Cross Society to help
the Tsunami victims in Japan under the ED Charity Project # 4 : DW for
Japan.

๏ The Company staff donated dolls and toys to Queen Sirikit National
Institute of Child Health (Children Hospital) to help ICU children’s
mind releasing from nervousness and loneliness under the ED Charity
Project # 5 : Dolls and Toys for Children.

๏ The Company staff joined activities to help packing bags for flood
victims at the Stock Exchange of Thailand Building under the project
Thai Stock Market Flood Relief Fund.

๏ the Company donated used desk calendar to Foundation for the Blind in
Thailand under the Royal Patronage of H.M. the Queen. The used calendar
will be made to Braille cards for instruction media.

๏ The Company staff donated money to Soon Ruam Nam Jai School to help
developing education course for disabled children under ED Charity
Project # 6.

๏ The Company staff donated money to the Thai Red Cross Society to help
the flood victims in South of Thailand.

๏ The Company staff donated money to the Thai Red Cross Society to help
flood victims

๏ The Company made donations of Baht 11.55 million to government
organized relief as well as making donations to help the Company staff
of Baht 1.44 million and provided low interest loans to the staff of
Baht 0.86 million.

Policy on Human Right

๏ The Company supports staff exercising their rights as citizens under
the constitution and laws.

๏ The Company has kept personal information of the Company’s staff such
as biography, health history, work experiences, etc. The personal
information will be disclosed to the public only if it has been approved
by the personal information owner. Harassment is subject to disciplinary
action following the Company’s rules or laws.

๏ The Company does not support any violation of international human
rights and dishonesty.

๏ The Company’s staff must not do anything to violate or threaten
whether in verbal or action to others based on race, gender, religion,
age, or physical and mental disabilities.

Policy on Intellectual Property

๏ Works caused during the duties and Company’s operations will be
considered as property of the Company

๏ The staff must return intellectual property to the Company on the
termination of employment regardless of the form the files are stored
in.

๏ Computers and Software of the Company must have license and get
permission from copyright owner and be permitted to be used in the
Company to avoid violation of intellectual property infringement

๏ To present or to use works or information received from a third party
it must be ensured that it does not violate intellectual property laws.

Policy on Anti - Corruption Practices

๏ The Company’s staff must not ask or receive any bribes which can lead
to misbehavior or omit to do any duties or cause the Company to lose its
benefits.

๏ The Company’s staff must omit to propose, or give benefit or assets to
third parties to encourage such third parties to do illegal practices or
behavior.

3.2 Participation of Stakeholders

In case all stakeholders need to complaint, they can file complaints
directly to the Board of Directors at the following address. The Company
will keep the complaints as confidential to ensure that the complainants
and witnesses will not be threaten or received injustice.

Dr. Pisit Leeahtam

Chairman of Audit Committee

KGI Securities (Thailand) Public Company Limited

173 Asia Centre Building, 11^(th) Floor, South Sathorn Road

Thungmahamek Sub-District, Sathorn District, Bangkok 10120

Tel : 02-658-8880

SECTION 4 : Disclosure and Transparency

  4.1 Efficiency of Information Disclosure in accordance with the rules
  of listed companies.

  For 2011, the Company disclosed significant information in accordance
  with the rules of listed companies such as the Company Annual
  Registration Statement (form 56-1), and Annual Report (form 56-2) in
  both Thai and English languages via the SET’s ELCID System and on the
  Company’s website.

2.  Quality of Financial Reports

  The Company discloses the Report of the Board of Directors’
  responsibilities for financial Reports which is signed by the Chairman
  of the Board, Chief Operating Officer, and Executive of Finance &
  Accounting Department and has published in the Annual Report 2011. For
  financial year 2011, the Board reported that the financial statements
  of the Company ended 31 December 2011 were prepared in line with
  generally accepted accounting principles and relevant rules and
  regulations.

3.  Investor Relations

  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 investorrelations@kgi.co.th

SECTION 5 : Responsibilities of the Board

5.1 Board Structure

The Company has considered an appropriate Board structure and balanced
their responsibilities. As of 31^(st) December 2011, the Board of
Directors consisted of 12 persons. Each director has various
qualifications, skills, experience, and expertise that are useful to the
Company. The Board Structure is as follows.

Board Structure

- The Chairman of the Board of Directors is not the same person as the
Chief Operating Officer

- There are 4 independent directors, following the SEC’s regulations

- There are 4 representative directors from major shareholder, which are
1/3 of all directors and proper with the portion of share holding.

- There are 4 executive directors which are 1/3 of all directors.

- There are 4 directors who attend the IOD program.

  - The Company has assigned the Company Secretary to provide regulatory
  advice, take care of the Board’s activities, and monitors compliance
  to the Board’s resolutions. The Board of Directors appointed Ms.
  Nongluk Ningsanond, who has attended the Company Secretary Program
  class 5/2004 and the Effective Minutes Taking Program class 10/2008
  conducted by Thai Institute of Directors (IOD), as acting Company.

  --------------------- ----------- ------------- ---------------- ----------- -----------
  Director              Position    Independent   Representative   Executive   Directors
                                    Directors     Directors from   Director    who
                                                  major                        attended
                                                  shareholder                  IOD Program
                                                                               and other
                                                                               Program

  1. Mr. Foong Hock     Chairman    -                             -           -
  Meng                                                                         

  2. Dr. Pisit Leeahtam Vice                     -                -           
                        Chairman                                               

  3. Mr. Chin-Lung      Director    -                             -           -
  Tseng                                                                        

  4. Mr. Wisit          Director    -             -                           -
  Wongpaisan*                                                                  

  5. Mr. Wei Chang Fang Director    -             -                           -

  6. Dr. Don            Director                 -                -           
  Bhasavanich                                                                  

  7. Mr. Pradit         Director                 -                -           
  Sawattananond                                                                

  8. Mr. Picharn        Director                 -                -           -
  Kullavanijaya                                                                

  9. Ms. Bee Leng Ooi   Director    -             -                           -

  10. Ms. Suchada       Director    -             -                           
  Sodthibhapkul                                                                

  11. Ms. Pi-Lin Huang  Director    -                             -           -

  12. Mr. Yen,          Director    -                             -           -
  Chih-Chien                                                                   
  --------------------- ----------- ------------- ---------------- ----------- -----------

Note : Mr. Wisit Wongpaisan Position President has retried from the
Company effective on 1^(st) February 2012.

However, Mr. Wisit Wongpaisan will continue to be a director of the
Company.

2.  Sub-Committees

For the efficiency of the Board of Directors’ actions, the Board of
Directors has organized sub-committees to study and screen accordance
with necessity. The Board has set policies, duties, and responsibilities
for each sub-committee. (see details of each sub-committee have been
published under the topic “Management Structure”)

3.  Roles, Duties and Responsibilities of the Board of Directors

Besides the Roles, Duties and Responsibilities of the Board of
Directors, revealed under the topic “Management Structure”, the Board of
Directors are responsible for Good Corporate Governance as follows:

5.3.1 The Corporate Governance (CG)

The Board of Directors approved the Corporate Governance (CG) Policy in
writing. The Board of Directors will review and assess the
implementation of the policy at least once a year. The Company
encourages its staff to follow that policy. The Board of Directors’
meeting no. 1/2012, held on 23^(rd) February 2012, reviewed the
Company’s CG Policy and Implementation of its CG policy in 2011, and
announced that all staff had acknowledged and followed the policy. The
Company has posted the policy on the Company’s website under the topic
“Good Governance”.

5.3.2 Code of Conduct

The Board of Directors formulated a written Company Code of Conduct for
all corporate ranges, directors, executives, and staff of the Company to
follow, and regularly reviews the implementation. The Company has posted
its ethical and professional standards on the Company’s website.

5.3.3 Conflict of Interest

The Company determined the policies of reporting on interests of
directors, executives and related persons in accordance with the SEC and
SET regulations, when the Board of Directors would like to consider any
transaction between the Company and directors or executives of the
Company, they will use the report on interests to compose their
consideration and not allow persons who have a conflict of interest with
the transaction participate in the decision making process.

5.3.4 Internal Control

The Board assigns the Audit Department and Legal and Compliance
Department to be responsible for ensuring the Company has effective
internal control systems and for ensuring that the systems are used
properly and comply with SEC/SET regulation. The Audit Committee will
consider and review the suitability and sufficiency of the internal
control measure at least once a year.

5.3.5 Risk Management

The Company has established a Risk Management Committee, comprised of
representatives from all business units for the risk management policies
to cover all business units. The Company has assigned the Risk
Management Department to take responsibility in following the risk
management policies including paying attention to early warning signs
and unusual transactions.

5.4 Meeting of the Board of Directors

  5.4.1 The Board of Directors sets its meeting schedule in advance and
  notifies each director of the schedule so that each member can arrange
  to attend the meetings.

  5.4.2 Notice of the meeting will be sent to the Board of Directors 7
  days prior to the meeting with sufficient information for each agenda.
  The Board can request additional information through the Chief
  Operating Officer, the Company Secretary or the executive designated
  as a contact person.

  5.4.3 The Chairman of the Board of Directors arranges a meeting time
  sufficient for each agenda and the Board of Directors invites
  executives for inquiry during the meeting. Therefore, the Board can
  inquire for any additional information directly from the executives in
  charge

  5.4.4 The minutes of the Board of Directors’ meeting have all
  necessary and relevant information, such as date, time, names of
  directors who attend and do not attend the meetings, significant
  information and comments, resolutions, and name of minute taker. The
  Company has good storage systems to retrieve the data. The Company
  Secretary has informed SEC of the storage place.

5.5 Self-Evaluation by the Board of Directors

The Board of Directors’ meeting no. 6/2011 held on 15^(th) December 2011
conducted the Self-Assessment for year 2011. Each director will conduct
an overall evaluation of the Board’s implementation and then review
conjointly to reconsider and resolve issues. The evaluation topics cover
the following:

1.  Structure and characteristics of the board.

2.  Roles and responsibilities of the board.

3.  Board Meeting

4.  Board’s performance of duties.

5.  Relationship with management.

6.  Self-development of directors and executive development

The assessment points are 0 – 4 and N/A; 0 = no processing on that
issue, 1 = there is less processing on that issue, 2 = there is moderate
processing on that issue, 3 = there is good processing on that issue, 4
= there is excellent processing on that issue, and N/A = not applicable.
The Board’s assessment for 2011 was satisfactory with high point
(good-excellent processing on that issue).

5.6 Evaluation of Internal Control

In 2011, the Audit Committee and the Board of Directors completed the
self assessment questionnaire on the adequacy of the internal control
system in regards to organizational control and environment measures,
risk management measures, management control activities, information and
communication measures, and monitoring. Regarding the evaluation result,
the Audit Committee and the Board gave the same opinion that the Company
had an appropriate internal control system with its business.

5.7 Remuneration

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 Board of Director for
approval and propose to the shareholders’ for final approval.

5.8 Development of Directors and Executives

  5.8.1 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.

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

5.9 Succession Plan

The Company has a succession plan in the event that the Chief Operating
Officer cannot perform his duties either temporarily or permanently. The
Company will appoint the executive under the Chief Operating Officer to
temporarily manage such duties and the Nomination Committee will select
a qualified person and propose them at the Board’s meeting for approval.

8.5 Prevention of Misuse of Inside Information

The Board of Directors has set up a strictly policy to prevent the
misuse of inside information. The punishment for those who do not follow
the policy will be considered by the Disciplinary Committee. The
policies are as follows:

1.  The Company’s directors and executives cannot trade the Company’s
    securities to seek benefits for themselves or related persons by
    using the Company’s information which has not been disclosed to
    public one month prior of disclosure of financial statements to the
    public.

8.5.2 In the case that directors or managers purchase or sell KGI
securities, they must report the transaction to the SEC in accordance
with Section 59 of Securities and Exchange Act and submit the copy one
to the Company Secretary.

8.5.3 The Company Secretary reports changes in the holding of securities
of directors and executives to the Board of Directors every quarter.

8.5.4 The Company informed all staff of the mentioned policies and
procedures to have them implemented and followed up constantly.

8.5.5 Executives cannot conjoin to make decisions on any transactions
which they have a conflict of interests with.

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

8.6 Personnel

Number of employees

As of 31 December 2011, the Company had a total of 550 employees,
divided as follows:

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

  Management*                                 20

  Equities Broking Business                   347

  Non Equity Business                         40

  Supporting Office                           128

  Audit                                       7

  Legal and Compliance                        8

  Total                                       550
  ------------------------------------------- ---------------------------

Note: *Management means everyone in President, Chief Operating Officer,
Managing Director, Deputy 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 2011 to 31 December 2011, total compensation paid to
employees was Baht 651.45 million as recorded in the Company’s financial
statements. This amount consisted of :

+-------------------------------------------------+-------+-----------+
| Salaries , Bonuses c                            | 6     | Mil       |
| ommissions paid to marketing officers and other | 37.90 | lion Baht |
+-------------------------------------------------+-------+-----------+
| The Company’s contribution in provident fund    | 13.55 | Mil       |
|                                                 |       | lion Baht |
+-------------------------------------------------+-------+-----------+
| Total                                           | 6     | Mil       |
|                                                 | 51.45 | lion Baht |
+-------------------------------------------------+-------+-----------+

Policy on development of employee

The Company does aware that employee is the most valuable asset of the
Company. Therefore, the Company has policy to enhance Policy on
development of employee as follows:

๏ The Company enhances and develops every employee to have good quality, knowledge, and capacity and supports them using their potential as much as they can to grow together with the Company. 

๏ The Company gives employees opportunities to study and develop
themselves from local and foreign.

๏ The Company emphasizes developing employees to be good and smart, have more productivity and ready for any changes in the future. 

๏ The Company ensures the budget is appropriate and adequate to develop staff at every level. 

In 2011, the company has continuously developed staff, especially team
building skills by arranging “KGI Team Together”, 2-day training program
in Nakornnayok for totally 3 sessions - 150 persons. Furthermore, the
company has arranged training classes about new product knowledge and
related regulations for marketing officers and supporting staff. The
examples of topic are Silver Futures, Oil Futures, ThaiDEX SET High
Dividend ETF or 1DIV and Gold ETF.

In summary, KGI has organized 27 in-house training courses and supported
employees attending more than 100 outside programs. The total number of
participants was more than 1,800. In average, each employee attended
training sessions about 11 hours per year.

The company has set one of passing probation criteria for new staff,
which is “all new hires have to learn all topics of KGI Orientation
program via e-learning”. The content includes all about KGI such as
company profile, organizational structure and executives, core business
overview, supporting functions, compliance policy and key regulations,
all about employee such as HR policy, Information Security policy, and
Work Safe Guideline.

8.7 Relationship between the Company and the underlying companies of the
DW which The Company has issued

The Company and the underlying companies of the DW that The Company has
issued are not related either in terms of Capital Structure or
Management. The Company is not an insider of any of the underlying
companies of which it has issued DW.