After discussion with the management, auditors and Audit Committee, the
Management and Board of Directors evaluated that the company’s overall
management of internal control system is adequate, particularly in
management of operational systems, communication and information system
and the monitoring system of business transaction with major
shareholders, directors and or other such relevant persons. With respect
to the management of internal affairs in other areas, the Board of
Directors agreed that the company has successfully conducted their
activities accordingly. The Board acknowledges that the company has
issued corporate principles and code of conduct in 1998, which specifies
the rules, regulations and enforcement mechanism to deal with deviations
and help the company enforce this code effectively.

The company places utmost importance on the system of internal control
and internal audit for optimal performance and transparency of
operations, reduce risk and to prevent or reduce losses that may occur
to its operations.

The company is having defined internal control systems and framework and
it covers all aspects of company’s operation and compliance of various
laws, rules and regulations.

Board has entrusted Audit Committee for supervision and to oversee the
implementation of internal control systems and internal control
activities on such matters of control and prevention for improvement in
the systems, independent control and ensures that the main operations
and important financial activities of the company are conducted
according to the laid down policies, and rules and regulations.

In addition to this the corporate audit division of the head office of
the company performs the internal audit of all the important functions
and activities of the company. And all such reports are put up and all
important point are discussed with Audit Committee and management gets
the opinion of the Audit Committee on various internal control measures
and on audit observations.

Report of the Audit Committee

(Attachment no 3)

Conflict of interest

Board of Director had approved conflict of Interest policy and insider
information guildline on 2^(nd) March 2009. Under the policy on conflict
of interest, business decisions made by the director and management must
be solely for TCB’s best interest. They must not only avoid engaging in
financial and other relationships with external parties that would lead
to financial losses for company or a conflict in loyalty or interest,
but also must not compromise the efficiency of business operation. Those
with interests or related businesses to a matter requiring Company’s
review and discussions must report their relationships and connection
with a possible conflict of interest. Company is to disallow such
connected persons from exercising their authority for and involvement in
such transactions.

Directors, and officers of the company who have decision making power
and authority have to disclose potential conflicts of interest with it
through a disclosure form. In addition, any approval of such items must
not contain special conditions or specifications that are not in the
ordinary course of business.

All directors and executive including their spouses and children not yet
of legal age, must report any changes in their company share ownership
to SEC under Section 59 of the Securities and Exchange Act B.E. 2535
(1992) within 3 days from the date of sale, purchase, disposal or
receipt of such shares. To prevent abuse of inside information the
executive or agencies that are aware of such inside information may not
disclose it to outsiders or unrelated persons and may not buy or sell
company share within 30 days ahead of the public dissemination of its
financial statement.

As per guidelines, Directors and Management have to disclose potential
conflicts of interest with it through a disclosure form and inform to
every board of meeting.

Insider information guideline

Directors, and officers who have decision making powers should not to
disclose Company secrets to persons outside or to other employees who
have no duty to know those secrets and not to seek advantage from such
inside information as they may obtain from the position they hold within
the Company for buying and selling the Company’s stock.

Director, and officers who have decision making powers should not trade
the Company’s shares 30 days prior to the disclosure date of quarterly
financial results. For the trading company’s share by the Board of
Directors and executive, they have to report changes in any shareholding
status to the SEC.