-----------------------------------------------------------------------
  8. Management

  -----------------------------------------------------------------------

[] 8.1 Organisation Structure

  8.1.1 BOARD OF DIRECTORS

The committee structure comprises the Board of Directors and
sub-committees, namely the Executive Director Committee, the Audit
Committee and the Compensation Committee.

1.  The Board of Directors

The Board of Directors comprises members who possess relevant skills and
experience. Currently, there are ten members of the Board of which six
are Executive Directors and four Non-Executive Directors.

Non-Executive Directors are not directly involved in managing the
Company, do not hold a management or permanent employee position in the
Company, and do not hold delegation authority per the Company’s Article
of Association.

Executive Directors are directly involved in managing the Company, are
permanent employees of the Company and hold authority per the Company’s
Article of Association.

As of December 31, 2012, there were ten members of the Board as follows:

+------+-----------------------+--------------------------------------+
| No.  | Name                  | Position                             |
+------+-----------------------+--------------------------------------+
| 1.   | Dr. Vivat Vithoontien | Chairman / Chief Executive Officer   |
+------+-----------------------+--------------------------------------+
| 2.   | Mr. Anake             | Executive Director                   |
|      | Pinvanichkul          |                                      |
+------+-----------------------+--------------------------------------+
| 3.   | Mr. Saringkarn        | Executive Director                   |
|      | Sutaschuto            |                                      |
+------+-----------------------+--------------------------------------+
| 4.   | Mr. Issarachai        | Executive Director                   |
|      | Decharit              |                                      |
+------+-----------------------+--------------------------------------+
| 5.   | Mr. Chalermchai       | Executive Director                   |
|      | Sirinopawong          |                                      |
+------+-----------------------+--------------------------------------+
| 6.   | Mr. Parankoon         | Executive Director                   |
|      | Waiyahong             |                                      |
+------+-----------------------+--------------------------------------+
| 7.   | Ms. Suvimol           | Director                             |
|      | Pumpaisanchai         |                                      |
+------+-----------------------+--------------------------------------+
| 8.   | Mr. Suraphol          | Independent Director / Chairman of   |
|      | Sindhuvanich          | Audit Committee / Nominating and     |
|      |                       | Compensation Committee Member        |
+------+-----------------------+--------------------------------------+
| 9.   | Ms. Narumol           | Independent Director / Audit         |
|      | Wangsatorntanakul     | Committee Member / Chairman of       |
|      |                       | Nominating and Compensation          |
|      |                       | Committee                            |
+------+-----------------------+--------------------------------------+
| 10.  | Mr. Chatchawan        | Independent Director / Audit         |
|      | Triamvicharnkul       | Committee Member / Nominating and    |
|      |                       | Compensation Committee Member        |
+------+-----------------------+--------------------------------------+

The Company also has an Advisor to the Board.

+--------+--------------------------+----------------------------------+
| No.    | Name                     | Position                         |
+--------+--------------------------+----------------------------------+
| 1.     | Dr. Phisit Leeahtam      | Advisor                          |
+--------+--------------------------+----------------------------------+

  AUTHORISED PERSONS

Delegation of Authority of the Company is granted to Dr. Vivat
Vithoontien concurrently with any one of the following Executive
Directors, Mr. Issarachai Decharit, Mr. Chalermchai Sirinopawong, Mr.
Anake Pinvanichkul, Mr. Saringkarn Sutaschuto, Ms. Suvimol Pumpaisanchai
or Mr. Parankoon Waiyahong, and accompanied by the company seal.
Alternatively, authority is granted to one of Mr. Issarachai Decharit,
Mr. Chalermchai Sirinopawong or Mr. Parankoon Waiyahong concurrently
with one of Mr. Anake Pinvanichkul, Mr. Saringkarn Sutaschuto or Ms.
Suvimol Pumpaisanchai and accompanied by the company seal.

  Qualifications of the Board of Directors

To effectively oversee company business, the Company’s Board of
Directors is comprised of individuals with relevant experience,
knowledge, expertise and ability to oversee operations. Moreover, the
Board of Directors use best efforts, take accountability and dedicate
themselves in managing the business, including acquiring a thorough
understanding their roles and responsibilities.

Thus, in order to form an appropriate board structure, the Company
requires board composition and individual qualifications as follows:

1. The composition of the Board of Directors shall be suitable for
flexibility in managing the business, the number thereof shall be a
minimum of five directors, and not less than half of all directors shall
reside in the Kingdom of Thailand. The nomination of directors shall be
made in a Shareholder’s meeting except for a nomination of the
replacement of an outgoing director which will be made by the Board of
Directors.

2. The Board of Directors shall comprise at least three independent
directors or at least one-third of the Board of Directors to adequately
ensure check and balance of the committee. Moreover, there shall be at
least one independent director who is a professional in Accounting and
Finance.

3. Directors shall have relevant knowledge and capability, and shall be
qualified in diverse fields to have a broad view for finding new
business opportunities and planning risk management with different
points of view. The Board shall comprise of at least one specialist in
each of the following fields: finance or banking, accounting and law.

4. Directors shall not have any legal dispute or problem that impairs
their performance as a director, neither in the past nor in the present.

5. Directors shall not hold director positions in more than five listed
companies. In the event that any director must hold more director
positions than the number stipulated herein, such director shall declare
his or her reason to the Board of Directors and disclose such
information to shareholders through the annual information report and
annual report.

6. Directors shall be qualified and shall not have exhibited
characteristics of ineptitude in managing the business as specified in
the regulations for public limited companies.

7. The Company shall disclose information concerning the Board of
Directors through the Securities and Exchange of Thailand and through
the Company’s website. Moreover, information on any changes to the Board
of Directors or Senior Management shall immediately be released on the
online system of the Securities and Exchange Commission.

  Duties and Responsibilities of the Board of Directors

The Board of Directors has the authority and responsibility to manage
the Company to comply with law, Company’s objectives, regulations and
shareholder meeting resolutions with integrity and prudence, and to
protect the Company’s and shareholders’ rights and benefits as follows:-

1.  To convene the annual ordinary shareholders’ meeting within 4 months
    from the last date of the accounting period.

2.  To convene Board of Director’s meetings at least quarterly.

3.  To arrange for the preparation of audited financial statements as of
    end of the Company’s accounting period to be proposed at the
    shareholders’ meeting for approval.

4.  To empower, under Board of Directors regulations, a director or
    directors or others to act on behalf of the Board of Directors or to
    have authority for only a specified period that the Board of
    Directors deems appropriate. In the meantime, the Board of Directors
    is able to terminate, revoke, change or alter such authorised
    persons as the Board of Directors deems appropriate.

  Moreover, the Board of Directors may empower the Executive Director
  Committee with the authority to manage the business within the scope
  of responsibilities of the Executive Director Committee. Nevertheless,
  such authority should not raise any conflict of interest with the
  Company or subsidiary companies except those transactions under policy
  and approved by the Board of Directors.

5.  To define objectives, mission, strategy, guidelines, business plan
    and budget. To regulate Executive Director Committee management and
    administration according to policy assigned by the Board of
    Directors except for transactions which are legally mandated by
    shareholder meeting resolutions. Such transactions include any share
    increase, share split, bond issuance, share sale or transfer either
    totally or partially, share acquisition, and amendment of the
    Memorandum and Articles of Association.

  Furthermore, the Board of Directors has the responsibility to monitor
  compliance with the Securities and Stock Exchange of Thailand Act,
  Stock Exchange of Thailand regulations regarding related party
  transactions of material assets or any other applicable laws related
  to the Company’s businesses.

6.  To review and evaluate the management structure, appoint members of
    the Executive Director Committee, the Managing Director and members
    of other committees as deemed appropriate.

7.  To continuously evaluate the performance to achieve the business
    plan and budget.

8.  To refrain from running any business within the same industry that
    may compete against the Company’s businesses either personally or
    for someone else, either by assuming a partner role in any general
    partnership organization or unlimited partner role in any limited
    partnership organisation. The only exception is when consent has
    already been given in a shareholders’ meeting before such director
    is appointed.

  9. To notify the compliance unit as soon as he/she has either directly
  or indirectly been involved in any transaction or contract with the
  Company, or changed their holdings of shares or bonds issued by the
  Company or subsidiary companies.

However, the authority of the Board of Directors does not extend to the
approval of any transactions potentially perceived to be in conflict of
interest between the Board of Directors or related persons thereof and
the Company or subsidiary company according to the SET rules and
regulations. Such transactions can be approved only by shareholders’
resolution according to the Company’s Article of Association or related
laws.

Term of Office of the Board of Directors

At every annual general meeting of shareholders, one-third of all
directors who hold the longest term of office shall retire or a random
drawing shall be employed if there are more than one-third of directors
to be retired. However, a member who retires by rotation may be
reappointed by shareholders.

Board of Directors Self Assessment

In the past year, the ten directors conducted a performance evaluation
by reviewing the Company’s performance in relation to the Company’s
target, directors’ understanding of the Company’s businesses,
appropriateness of the Board structure and qualifications of the
directors, directors’ meetings, relationships among directors and
management, directors’ independent opinion, and directors’ attention to
the new directors. The overall results of the evaluation were highly
satisfactory.

Each director provided an anonymous opinion in the evaluation form which
was submitted directly to the office of the Corporate Secretary. The
Corporate Secretary summarise the overall assessment and presented the
findings to the Board of Directors. The Board considered the positive
and negative aspects of the assessment as well as specific problems to
help make improvements and corrections and make a positive impact on the
Company and its shareholders.

2. The Executive Director Committee

As of December 31, 2012, the Executive Director Committee comprised six
members as follows:

+------+-------------------------+------------------------------------+
| No.  | Name                    | Position                           |
+------+-------------------------+------------------------------------+
| 1.   | Dr. Vivat Vithoontien   | Chairman and Chief Executive       |
|      |                         | Officer                            |
+------+-------------------------+------------------------------------+
| 2.   | Mr. Anake Pinvanichkul  | Executive Director and Deputy      |
|      |                         | Managing Director of Investment    |
|      |                         | Banking Department                 |
+------+-------------------------+------------------------------------+
| 3.   | Mr. Saringkarn          | Executive Director and Deputy      |
|      | Sutaschuto              | Managing Director of Asset         |
|      |                         | Management Department              |
+------+-------------------------+------------------------------------+
| 4.   | Mr. Issarachai Decharit | Executive Director and Deputy      |
|      |                         | Managing Director of Legal         |
|      |                         | Department                         |
+------+-------------------------+------------------------------------+
| 5.   | Mr. Chalermchai         | Executive Director and Deputy      |
|      | Sirinopawong            | Managing Director of Accounting /  |
|      |                         | Finance Department                 |
+------+-------------------------+------------------------------------+
| 6.   | Mr. Parankoon Waiyahong | Executive Director and Deputy      |
|      |                         | Managing Director of Operations    |
|      |                         | Department                         |
+------+-------------------------+------------------------------------+

Ms. Suvimol Pumpaisanchai has resigned from the Executive Director
position on February 29, 2012, yet remains as Authorized Director of
ACAP.

Duties and Responsibilities of the Executive Director Committee 

The duties and responsibilities of the Executive Director Committee, as
set forth by the Board of Directors, are to run the Company’s day to day
business operations, implement Company policy, implement business plans
and budgets, structure the management organisation and delegate
management authority, establish guidelines to cope with the prevailing
economic situation, and to audit and monitor business operations as
stated in the policy. A summary of the important functions and
responsibilities are as follows:

1. To review the annual budget proposed by department heads before
proposing to the Board of Directors for review and approval.
Additionally, to review and approve any urgent changes in the annual
budget before a Board of Director’s meeting can be held, then to report
the amended budget at the next Board of Director’s meeting.

  2. To approve transactions that are less than or equal to 50 million
  baht.

3.  To approve payments less than or equal to 50 million baht, or
    investments in non-performing assets portfolios of less than 100
    million baht per portfolio.

4. To approve the utilization of investment funds for investment
purposes and business expansion within the limits stated in the
Company’s Investment Policy Statement. (Approved by the Board of
Directors Meeting No.2/2012 on February 28, 2012)

5. To approve important investments stated in the annual budget
principally approved by the Board of Directors.

6. To give advice to the management team for developing the master plan
and policy for finance, investment, marketing, personnel management and
other operations.

7. To allocate the budget for bonuses approved by the Board of Directors
for employees or people involved in the business of the Company.

8. To oversee the Company’s day to day business operations and
administration.

9. To execute business transactions on behalf of the Company as required
by the Company’s Article of Association registered with the Ministry of
Commerce.

However, the authority of the Executive Committee does not extend to the
approval of any transactions potentially perceived to be in conflict of
interest between the Executive Committee or related persons thereof and
the Company or subsidiary company according to the SET rules and
regulations. Such transactions can be approved only by the Board of
Directors or by shareholders’ resolution according to the Company’s
Article of Association and related laws.

Chief Executive Officer (CEO) / Managing Director (MD)

The Board of Directors appointed Dr. Vivat Vithoontien as the Chief
Executive Officer (CEO) which is the same position as Managing Director
to oversee the business operations in accordance with company objectives
and business plan as set forth by the Board of Directors, with the
following functions and responsibilities:

Functions and Responsibilities of the Chief Executive Officer

1.  To oversee the Company’s overall business operations in order to
    achieve the Company’s missions and objectives.

2.  To develop business strategies and plans for proposal to the Board
    of Directors and to implement approved business strategies and
    plans.

3.  To implement and fulfill responsibilities and policies assigned and
    set forth by the Board of Directors.

4.  To issue instructions, orders, regulations, announcements, and memos
    to manage business operations of the Company for achieving profit
    and other objectives, including maintaining discipline in the
    organization.

5.  To approve and/or delegate authority to other executives or
    employees to undertake business transactions under normal commercial
    terms that do not negatively affect the Company’s assets.

6.  To direct executives and employees to implement the Company’s
    business policy and directives set forth by the Board of Directors.

7.  To seek out business opportunities in corporate finance, securities,
    investment, business consulting, financial and accounting advisory,
    investment advisory and other new business opportunities to increase
    the Company’s and shareholders’ income.

8.  To review the deployment of the Company’s rights and assets for use
    in entering liabilities with other parties, companies or financial
    institutions and propose to the Board of Directors for approval.

9.  To consider and approve payments for operating expenses that are
    less than or equal to 10 million baht.

10. To consider and approve investments in financial instruments and
    securities by the Company that are less than or equal to 25 million
    baht.

11. To approve important investments for business expansion and joint
    investments with other investors that are less than or equal to 25
    million baht.

12. To oversee that the work of employees is in line with policies,
    rules and regulations of the Company as well as to promote good
    corporate governance in carrying out business.

13. To support the development of knowledge and skills of employees to
    enhance corporate potential.

14. To appoint consultants or advisors as necessary for the operation of
    the business, including the appointment of lawyers to file lawsuits
    on behalf of the Company or subsidiaries.

15. To consider and approve transactions related to business operations,
    such as selling and purchasing goods or services at market prices,
    charging fees at commercial rates and determining credit terms
    according to standard practice, etc.

16. To approve the appointment, transfer and termination of executive
    employment contracts.

17. To approve the appointment of certain officers authorised to sign
    Company cheques and purchase orders, financial instruments such as
    shares, bonds, convertible bonds, warrants, unit trusts, contracts
    and accounting and financial documents.

18. To implement ad hoc projects assigned by the Board of Directors.

19. To delegate other individuals to manage necessary and appropriate
    businesses or operations as deemed fit within the functions and
    responsibilities assigned by the Board of Directors.

20. To delegate tasks to Deputy Managing Directors or other executives.

However, the authority of Chief Executive Officer or such authorised
person does not extend to the approval of any transaction potentially
perceived to be in conflict of interest (according to the S.E.C rules
and regulations) with the Company or subsidiaries, except for
transactions that are executed on general commercial terms approved by
the Board of Directors, are in compliance with regulations of the Stock
Exchange of Thailand and which concern the acquisition or sale of assets
of the Company or subsidiaries.

Performance Assessment of the Chief Executive Officer by the Board of
Directors

During 2012, nine members of the Board of Directors excluding the Chief
Executive Officer conducted an evaluation of the Chief Executive
Officer’s performance by evaluating business operations, amount of time
dedicated to managing the businesses, internal control, responsiveness
to opinions from management, risk management policy, and Board of
Director meeting attendance. The evaluation forms were anonymous to
ensure independent evaluation. The forms were submitted directly to the
office of the Corporate Secretary who summarised the evaluation and
presented the results to the Board of Directors

The overall performance of the Chief Executive Officer in the past year
was found to be highly satisfactory. Recommendations and advice from
other directors were also made to the Chief Executive Officer in order
to improve the performance of the Board of Directors, the Executive
Director Committee, management and employees.

  Independent Directors

The Company has three independent directors namely Mr. Surapol
Sindhuvanich, Ms. Narumol Wangsatorntanakun and Mr. Chatchawan
Triamvicharnkul. All independent directors are qualified according to
the definition of Independent Directors which exceeds the requirements
of S.E.C regulations, the Stock Exchange of Thailand and/or the Capital
Market Supervisory Board as follows:

1.  A director who has no involvement in the Company’s business
    operations and is not hired as an employee, staff or advisor with
    regular salary from the Company, subsidiary, related company or the
    Company’s major shareholder.

2.  A director who has no benefit either directly or indirectly in the
    Company’s financial status and management.

3.  A director who is not a related person or close relative of Company
    management staff or the Company’s major shareholder.

4.  A director who is not appointed as the Company’s representative to
    protect only the interests of the Company’s directors, major
    shareholder, or shareholders related to the Company’s major
    shareholder.

5.  A director who holds 0.5% or less of the paid up capital of the
    Company, company group, subsidiary, and related company. This amount
    would also include shareholding by related persons (by means of
    marriage status and legally registered relatives such as father,
    mother, spouse and heirs).

6.  A director who can perform duties, provide opinions and report
    performance as appointed by the Board of Directors without being
    under the control of Company management or the Company’s major
    shareholder, including related persons (any person related to the
    Company such as clients, creditors, debtors, significant business
    related person or close relatives which affects their independent
    status)

7.  A director who can provide independent opinion or reports as
    appointed without being influenced by any potential profit, and
    without being under the control of any person or group of people
    including any situation that may lead to the inability to provide
    such independent opinion.

3. Audit Committee

As of December 31, 2012, three members of the Audit Committee comprised
independent board members with different skills, abilities and
professions, namely engineering, economics and accounting and finance to
consider financial statements of the Company and subsidiaries, review
internal audit results with the Internal Audit Department, meet with
auditors and the Accounting Department head to consider all related
transactions. Members of the Audit Committee are as follows:

+-------+--------------------------------+----------------------------+
| No.   | Name                           | Position                   |
+-------+--------------------------------+----------------------------+
| 1.    | Mr. Suraphol Sindhuvanich      | Chairman of the Audit      |
|       |                                | Committee                  |
+-------+--------------------------------+----------------------------+
| 2.    | Ms. Narumol Wangsatorntanakun  | Audit Committee Member     |
+-------+--------------------------------+----------------------------+
| 3.    | Mr. Chatchawan Triamvicharnkul | Audit Committee Member     |
+-------+--------------------------------+----------------------------+

In addition, the Company has an internal audit advisor, Mr. Kamol
Ratanachai to provide advice to the Company on internal audit systems as
well as advise on internal audit policy for efficiency in auditing.

Audit Committee Qualifications

Members of the Audit Committee shall meet the independence and
experience requirements of the Company and shall not be deemed a
prohibited person as defined by the Public Limited Companies Act, the
Securities and Exchange Acts, as well as other related laws, as follows:

1. Being a non-executive director and receiving no permanent
remuneration from the Company, its subsidiaries, its associates, its
related companies or its major shareholders as an employee, officer or
advisor.

2. Having no direct or indirect benefit, either financially or
operationally, in transactions with the Company, its subsidiaries, its
associates, its related companies or its major shareholders.

3. Being unrelated parties to executives or major shareholders of the
Company.

4. Being a director who is not appointed to protect only the interests
of the Board, the executives, major shareholders or shareholders related
to the major shareholders.

5. Holding shares worth no more than 0.5% of the total paid-up capital
of the Company, its subsidiaries, its associates or its related
companies. The amount of shares deemed held by a member of the Audit
Committee includes those belonging to related persons (persons connected
by blood, marriage or legislative adoption, that is father, mother,
spouse, children).

6. Being able to perform duties assigned by the Board and to voice
his/her opinions independently without the influence of executives,
major shareholders or related parties (persons with connection or
involvement with the Company thus preventing the Audit Committee from
independent and efficient performance of duties, such as the Company’s
clients, creditor, debtors, or significant business partner) or
relatives of the aforementioned persons.

7. Being able to express or report his/her opinions regarding assigned
missions independently without considering the gain or loss on his/her
assets or positions, and being independent from the influence of any
person, any group or any situation.

8. Having sufficient time to devote and carry out his/her duties as an
Audit Committee member and to continuously seek knowledge to improve
his/her performance

Duties and Responsibilities of the Audit Committee

The duties and responsibilities of the Audit Committee, as set forth by
the Board of Directors, are as follows:

1.  To review the Company’s financial reports with integrity to ensure
    they comply with generally accepted accounting standards and have
    adequate information disclosure.

2.  To examine the Company’s internal audit system to ensure it is
    appropriate and effective.

3.  To examine the Company’s operational procedures to ensure compliance
    with the Securities and Stock Exchange of Thailand Act as well as
    Provisions and Regulations of the Stock Exchange of Thailand and the
    Securities Exchange Commission.

4.  To seek and propose the appointment of the external auditor,
    determine remuneration, conduct performance evaluations and ensure
    that the independent status of the auditor is maintained.

5.  To monitor to prevent any conflicts of interests between related
    parties.

6.  To review information disclosures on conflict of interest or related
    party transactions.

7.  To approve the charter of the internal audit, risk management, and
    compliance departments, including approval of audit plans, work
    processes, head counts and annual budgets.

8.  To approve staff promotions, demotions, terminations and to review
    staff performance. Additionally, to maintain the independent status
    of the internal audit, risk management, compliance departments.

9.  To implement other related tasks assigned by the Board of Directors
    and agreed by the Audit Committee such as:

    -   To review and evaluate the appropriateness of the Company’s
        rules and regulations, including monitoring the Company’s
        compliance with laws and regulations and with policy set forth
        by the Board of Directors.

    -   To review the Company’s financial management policy and risk
        management.

    -   To review the executive code of conduct and practice.

    -   To review, together with other executives, reports which must be
        publicly disclosed such as the Management Report and Analysis.

10. To prepare the good governance report for disclosure in the
    Company’s annual report as concurred by the Chairman of Audit
    Committee.

11. To implement any other related tasks as stated by law and regulation
    or assigned by the Board of Directors.

The above duties and responsibilities of the Audit Committee are
ultimately the responsibility of the Board of Directors. The Board of
Directors is also ultimately responsible for reporting the Company’s
business operations to shareholders and external parties.

Audit Committee Self Assessment

In 2012, the Audit Committee conducted a self assessment and presented
the results at Board of Director’s meeting no. 1/2013 on February 27,
2013 with the aim to further improve the Audit Committee’s performance.
The results can be summarised as following:

  1. Audit Committee Composition

The Audit Committee found its composition to be fully up to standard and
in line with the Audit Committee Charter approved by the Board of
Directors. All members of the Audit Committee had sufficient time to
devote to performance of duty. Each member of the Audit Committee had
sufficient knowledge and experience suited to each mission. In addition,
at least one member of the Audit Committee was a professional in
finance, accounting and auditing.

  2. Audit Committee Training and Dedication of Resources

The Audit Committee found its training and dedication of resources to be
fully up to standard. Throughout the year, the Audit Committee was
provided sufficient information and relevant training.

  3. Audit Committee Meetings

The Audit Committee found its meetings to be fully up to standard. In
2012, the Audit Committee organised 12 meetings. Meeting agendas and
related background information were submitted to each member of the
Committee in a timely manner to enable full and proper consideration of
the issues. Committee members who attended the meetings did not have any
conflict of interest in subject matters for resolution. The Audit
Committee also convened additional meetings with management and external
auditors as deemed appropriate. In addition, inquiries into relevant
legal issues which may significantly affect the Company’s financial
statements were conducted in its quarterly meetings with the Company’s
legal department.

  4. Audit Committee Reports

The Audit Committee found its reports to be fully up to standard. The
Audit Committee had reported its activities to the Board of Directors on
regular basis. In addition, the Audit Committee made a formal annual
report on its work and performance during the year to the Company’s
shareholders and investors.

  5. Audit Committee Activities

The Audit Committee found its activities to be fully up to standard. The
Audit Committee undertook responsibilities pursuant to its Charter,
which are summarised as follows:

  5.1 Co-reviewed with the Company’s management the procedure for risk
  evaluation relating to significant errors in financial statements,
  either intentional or unintentional.

  5.2 Queried management, external auditors and the internal audit
  manager on appropriateness of currently used accounting principles,
  changes which did not result from alteration of accounting principles
  or regulations; effects on interim financial statements and reports,
  including problem resolution, significant changes on annual financial
  statements, adequacy of the existing reserve accruals, and management
  forecasts that have a significant effect on financial statements.

  5.3 Ensured the Company made accurate and complete disclosure of
  information regarding related transactions or transactions that may
  cause a conflict of interest.

  5.4 Monitored the Company’s financial disclosures to ensure that they
  accurately represent the financial position of the Company and that
  they were prepared in accordance with generally accepted accounting
  principles and were submitted to the Stock Exchange of Thailand (SET)
  within the required time period.

  5.5 Convened separate meetings with external auditors to seek their
  opinion upon matters such as evaluation of accounting staff and
  internal auditors, in addition to other advice.

  6. Audit Committee’s Relationship with External Auditors and the
  Internal Audit Manager

The Audit Committee found its relationship with external auditors and
the internal audit manager to be fully up to standard. The Audit
Committee was involved in the selection of the Company’s external
auditors, and the review, appointment and task assignment of the
internal audit manager. In addition, the Audit Committee reviewed and
approved the internal audit plan, revisions to the internal audit plan,
and the manpower and budget plan of the internal audit department.

  7. Audit Committee’s Relationship with the Compliance Manager

The Audit Committee found its relationship with the compliance manager
to be fully up to standard. The Audit Committee was involved in task
assignment of the compliance manager. In addition, the Audit Committee
reviewed the compliance plan, revisions to the compliance plan, and the
manpower and budget plan of the compliance department.

4. Nominating and Compensation Committee

Resolution of the Board of Directors meeting no. 4/2008 dated August 13,
2008, approved the appointment of the Compensation Committee comprising
three members who serve as independent directors and members of the
Audit Committee. Board of Directors meeting no. 1/2009 on February 26,
2009 appointed the same committee to nominate directors and senior
management and changed the name from Compensation Committee to
Nominating and Compensation Committee. As of December 31, 2012, the
Nominating and Compensation Committee comprised the following members:

+------+--------------------------------+------------------------------+
| No.  | Name                           | Position                     |
+------+--------------------------------+------------------------------+
| 1.   | Ms. Narumol Wangsatorntanakun  | Chairman of the Nominating   |
|      |                                | and Compensation Committee   |
+------+--------------------------------+------------------------------+
| 2.   | Mr. Suraphol Sindhuvanich      | Nominating and Compensation  |
|      |                                | Committee Member             |
+------+--------------------------------+------------------------------+
| 3.   | Mr. Chatchawan Triamvicharnkul | Nominating and Compensation  |
|      |                                | Committee Member             |
+------+--------------------------------+------------------------------+

Nominating and Compensation Committee Qualifications

Members of the Nominating and Compensation Committee must meet
independence and experience requirements of the Company and must not be
deemed a prohibited person as defined by the Public Limited Companies
Acts, the Securities and Exchange Acts, as well as other related laws,
as follows:

1. Being a non-executive director and receiving no permanent
remuneration from the Company, its subsidiaries, its associates, its
related companies or its major shareholders as an employee, officer or
advisor.

2. Having no direct or indirect benefit both financially and
operationally in any transactions with the Company, its subsidiaries,
its associates, its related companies or its major shareholders.

3. Being unrelated parties to executives or major shareholders of the
Company.

4. Being a director who is not appointed to protect only the interests
of the Board, executives, major shareholders or shareholders related to
the major shareholders.

5. Holding shares worth no more than 0.5% of the total paid-up capital
of the Company, its subsidiaries, its associates or its related
companies. The amount of shares held by a member of the Nominating and
Compensation Committee includes those belonging to his/her related
persons (persons connected by blood, marriage or legislative adoption
that is father, mother, spouse and children).

6. Being able to perform duties assigned by the Board and to voice
his/her opinions independently without the influence of executives,
major shareholders or related parties (persons with connection or
involvement with the Company thus prevent the Nominating and
Compensation Committee from independent and effective performance of
duties, such as the Company’s clients, creditors, debtors or significant
business partners) or relatives of the aforementioned persons.

7. Being able to express or report his/her opinions regarding assigned
missions independently without considering the gain or loss on his/her
assets or positions, and being independent from the influence of any
person, any group or any situation.

8. Having sufficient time to devote and carry out his/her duties as a
Nominating and Compensation Committee member to further improve his/her
performance.

Duties and Responsibilities of the Nominating and Compensation Committee

The Nominating and Compensation Committee undertakes duties and
responsibilities as defined by the Board as follows:

1. Nominating Committee

  1.1 To consider the appropriateness of the structure and composition
  of the Board.

  1.2 To determine the qualifications of directors, the managing
  director / CEO, the criteria for the nomination of persons for such
  positions, and to review the qualifications and evaluate the
  performance of directors, the managing director / CEO who complete
  their term of service.

  1.3 To set out methodology and procedures for preparing the persons
  qualified for being appointed as a director, the managing director /
  CEO.

2. Compensation Committee

  2.1 To determine proper and fair compensation policy for directors,
  managing directors / CEO and any specific committee as appointed by
  the Board.

  2.2 To propose appropriate compensation, rewards, meeting allowances,
  pensions, bonuses, and other fringe benefits for the Company’s
  directors, executives and Board appointed committees to the Board for
  consideration. The Board shall then make recommendations to
  shareholders for approval.

  2.3 To evaluate the CEO’s performance and determine the compensation
  and other fringe benefits for the CEO.

  2.4 To help the Company achieve its business objectives, the Board may
  from time to time assign the Compensation Committee to perform other
  functions with respect to compensation and other fringe benefits for
  senior executives as follows:

  2.4.1 Determine compensation policies for senior executives and
  coordinate with the Human Resource Department in the execution of such
  policies in accordance with the Company’s business goals.

  2.4.2 Assure that the compensation and benefits paid to senior
  executives are comparable to competitive market practice.

  2.4.3 Help the Company retain its key senior executives.

  The Nominating and Compensation Committee Self Assessment

The Nominating and Compensation Committee is responsible for conducting
an annual self-assessment of their performance. The assessment results
for performance during the year 2012 are summarised below:

1.  Composition of the Nominating and Compensation Committee was found
    to be fully up to standard given that the Committee complied with
    regulations and procedures set forth by the Board of Directors. All
    members of the Nominating and Compensation Committee dedicated
    sufficient time for business operations.

2.  Training and dedication of resources were found to be fully up to
    standard given that the Committee received sufficient training and
    information.

3.  Meetings of the Nominating and Compensation Committee were found to
    be fully up to standard. The Committee held a total of one meetings
    during 2012 for a selection of a new director to replace a director
    whose term of directorship was ending and also there was a
    consideration of the Committee’s compensation to be presented for
    the shareholder’s approval in the annual general meeting. There was
    sufficient information and meeting agendas discussed during each
    meeting and there were no potential conflicts of interest among the
    attendants.

4.  Reporting of the Nominating and Compensation Committee was found to
    be fully up to standard given that performance reports were
    regularly submitted to the Board of Directors and an activities
    report during the year was disclosed to shareholders and other
    investors in the Annual Report.

5.  Activities of the Nominating and Compensation Committee was found to
    be fully up to standard given that the Committee fully complied with
    the Charter as follows:

    1.  Coordinate with the Board of Directors in considering
        qualifications of nominees for the Company’s directors replacing
        outgoing directors whose term of directorship is expiring,
        review the Board of Directors structure to ensure the portion of
        independent directors comply with S.E.C regulations, and set
        remuneration for committees and sub-committees.

    2.  Review the remuneration policy for management and staff to
        ensure appropriateness, fairness and motivation for company
        staff.

8.2 Director and Executive Director Recruitment 

For the annual director and executive director election, the Company
provided opportunity for shareholders to submit the name of qualified
individuals for nomination as new directors. Considerations were based
on qualifications, experience and skills related to the Company’s
business operations. At the same time, consideration was also made for
reappointing directors whose term of directorship was ending. Such
nominations were initially considered by the Nominating and Compensation
Committee for their appropriateness. Qualified individuals were then
submitted to the Board of Directors’ for consideration and further
submitted to the annual shareholders meeting for approval in accordance
with following procedure:

1.  Each shareholder is entitled to one vote per share.

2.  During the shareholder meeting, a single candidate or a group of
    candidates may be proposed. Each shareholder has voting rights as
    stated above but is not allowed to split his/her voting rights.

3.  Directors are appointed by majority vote. In the case where equal
    votes are counted for competing candidates, the chairman of the
    meeting will cast a deciding vote.

In the case where a director position is vacant by reason other than
expiry of term of directorship such as by death or resignation, the
Nominating and Compensation Committee will select qualified individuals
and submit the names to the Board of Directors for consideration. A new
director is then appointed without calling a shareholders’ meeting.

The Nominating and Compensation Committee may also select qualified
individuals for senior management positions for consideration by the
Chief Executive Officer.

Company Secretary

In order to comply with the Securities and Stock Exchange of Thailand
Act (4^(th) edition) B.C. 2551 section 89/15 regarding the setting up of
the Company Secretary by the board of directors, Board of Director
meeting no. 4/2008 dated August 13, 2008 approved the appointment of Mr.
Ithidej Chuerangsun as the Company Secretary. The Company Secretary
assumes the following responsibilities:

1.  Coordinate Board of Director’s meetings and shareholders’ meetings.

2.  Coordinate executive director meetings and agendas.

3.  Prepare and file the following documents:

    1.  Directors’ records.

    2.  Meeting invitations, minutes of board of director meetings, and
        annual reports.

    3.  Shareholder meeting invitations and minutes of shareholders’
        meetings.

4.  Filing the gain or loss report as reported by the directors or
    management.

5.  Provide board of directors with information as required by law and
    regulations of the Securities and Stock Exchange of Thailand Act, as
    well as regulations of the Stock Exchange of Thailand.

8.3 Director and Management Remuneration

  Cash Remuneration

  8.3.1 Directors

During 2012, the Company set policy for director remuneration as
follows:

1. Each director will receive a meeting allowance of THB 20,000 per
person per meeting of which the directors who also hold a management
position will receive such meeting allowance besides their regular
salary.

  ------------------------------ ------------------- --------------------
                                 2011 (THB/ meeting) 2012 (THB/ meeting)

  Board of Director meeting      20,000              20,000
  allowance                                          
  ------------------------------ ------------------- --------------------

2. Each member of the Audit Committee will receive a meeting allowance
of THB 20,000 per person per meeting.

  ------------------------------- ------------------- -------------------
                                  2011 (THB/ meeting) 2012 (THB/ meeting)

  Audit Committee meeting         20,000              20,000
  allowance                                           
  ------------------------------- ------------------- -------------------

3. Each member of the Nominating and Compensation Committee will receive
a meeting allowance of THB 20,000 per person per meeting.

  ------------------------------- ------------------- -------------------
                                  2011 (THB/ meeting) 2012 (THB/ meeting)

  Nominating and Compensation     20,000              20,000
  Committee meeting allowance                         
  ------------------------------- ------------------- -------------------

4. The Company will pay a special remuneration to all members of the
Board of Directors at the same rate as the previous year of one percent
of the Company’s net profit, in addition to payment of the meeting
allowances. The special remuneration is paid after the Company’s annual
report is approved in the annual shareholders’ meeting in the following
year and the one percent of net profit is divided equally among all
directors.

8.3.2 Remuneration of Non-Executive Directors

As of December 31, 2012, the details of the remuneration for
non-executive directors are as follows:

+------------+-----+-----+--------+------+-----+-----+--------+-----+
| Name       | Rem |     |        |      | Rem |     |        |     |
|            | une |     |        |      | une |     |        |     |
|            | rat |     |        |      | rat |     |        |     |
|            | ion |     |        |      | ion |     |        |     |
|            | for |     |        |      | for |     |        |     |
|            | 2   |     |        |      | 2   |     |        |     |
|            | 011 |     |        |      | 012 |     |        |     |
|            | (T  |     |        |      | (T  |     |        |     |
|            | HB) |     |        |      | HB) |     |        |     |
+============+=====+=====+========+======+=====+=====+========+=====+
|            | Bo  | Au  | Nomi   | Spe  | Bo  | Au  | Nomi   | S   |
|            | ard | dit | nating | cial | ard | dit | nating | pec |
|            | of  | Com | and    |      | of  | Com | and    | ial |
|            | Dir | mit | Compen |      | Dir | mit | Compen |     |
|            | ect | tee | sation |      | ect | tee | sation |     |
|            | ors |     | Com    |      | ors |     | Com    |     |
|            |     |     | mittee |      |     |     | mittee |     |
+------------+-----+-----+--------+------+-----+-----+--------+-----+
| Non        | 80, | -   | -      | 321  | 1   | -   | -      | -   |
| -Executive | 000 |     |        | ,423 | 20, |     |        |     |
| Directors  |     | 2   | 40,000 |      | 000 | 2   | 20,000 | -   |
|            | 80, | 20, |        | 321  |     | 40, |        |     |
| 1. Miss    | 000 | 000 | 40,000 | ,423 | 80, | 000 | 20,000 | -   |
| Suvimol    |     |     |        |      | 000 |     |        |     |
| Pum        | 60, | 2   | 40,000 | 321  |     | 2   | 20,000 | -   |
| paisanchai | 000 | 20, |        | ,423 | 1   | 40, |        |     |
|            |     | 000 |        |      | 20, | 000 |        |     |
| I          | 80, |     |        | 321  | 000 |     |        |     |
| ndependent | 000 | 2   |        | ,423 |     | 2   |        |     |
| Directors  |     | 20, |        |      | 1   | 40, |        |     |
| and Audit  |     | 000 |        |      | 20, | 000 |        |     |
| Committee  |     |     |        |      | 000 |     |        |     |
| Members    |     |     |        |      |     |     |        |     |
|            |     |     |        |      |     |     |        |     |
| 1. Mr.     |     |     |        |      |     |     |        |     |
| Suraphol   |     |     |        |      |     |     |        |     |
|            |     |     |        |      |     |     |        |     |
| Si         |     |     |        |      |     |     |        |     |
| ndhuvanich |     |     |        |      |     |     |        |     |
|            |     |     |        |      |     |     |        |     |
| 2. Ms.     |     |     |        |      |     |     |        |     |
| Narumol    |     |     |        |      |     |     |        |     |
|            |     |     |        |      |     |     |        |     |
| Wangsat    |     |     |        |      |     |     |        |     |
| orntanakun |     |     |        |      |     |     |        |     |
|            |     |     |        |      |     |     |        |     |
| 3. Mr.     |     |     |        |      |     |     |        |     |
| Chatchawan |     |     |        |      |     |     |        |     |
|            |     |     |        |      |     |     |        |     |
| Triam      |     |     |        |      |     |     |        |     |
| vicharnkul |     |     |        |      |     |     |        |     |
+------------+-----+-----+--------+------+-----+-----+--------+-----+
| Total      | 3   | 6   | 1      | 1    | 4   | 7   | 60,000 | -   |
|            | 00, | 60, | 20,000 | ,285 | 40, | 20, |        |     |
|            | 000 | 000 |        | ,692 | 000 | 000 |        |     |
+------------+-----+-----+--------+------+-----+-----+--------+-----+

Remark : Miss Suvimol Pumpaisanchai has resigned from the Executive
Director position, which was effective since February 29, 2012, yet
remains as Authorized Director of ACAP.

  8.3.3 2012 Remuneration of Executive Directors

In 2012, the Company’s remuneration structure for its six executive
directors was as follows:

  ------------------------- ----------- -------------- ----------- --------------
  Type of Remuneration      2011                       2012        

                            No. of      Total          No. of      Total
                            directors   remuneration   directors   remuneration
                                        (Baht)                     (Baht)

  Salary                    7           19,392,000     6           17,680,320

  Special remuneration      7           4,269,959      6           1,403,200

  Director remuneration     7           540,000        6           700,000

  []Provident Fund          7           969,600        6           884,016

  Total                     7           25,171,559     6           20,667,536
  ------------------------- ----------- -------------- ----------- --------------

Remark: The executive directors were not paid any other type of
remuneration, such as commissions or other types of compensation, except
as stated above. Miss Suvimol Pumpaisanchai has resigned from the
Executive Director position, which was effective since February 29,
2012. Thus, the Executive Directors remains in total of six members.

The Company’s six executive directors, namely the Chief Executive
Officer and Deputy Managing Directors of various departments, namely the
Asset Management Department, Investment Banking, Legal Department,
Finance and Accounting Department and Operations Department, were not
compensated for other responsibilities assigned to them.

8.4 Corporate Governance

As the shareholders’ representative, the Board of Directors confirms
that the Company is in full compliance with the SET’s guidelines for
implementation of good corporate governance. The Company’s operational
procedure manual is placed on the Company’s website for disclosure to
shareholders. The Board of Directors believe that, given the Company’s
professional management system, experienced board, talented management
team with good vision and sense of fiduciary duty, checks and balances,
transparent administration, and respect for shareholders’ rights and
equitable treatment, the Company can add more value and provide higher
returns to shareholders in the long run. Furthermore, assessment results
for the Company in the Corporate Governance Report to Thai Listed
Companies 2012 was “Very Good” based on an assessment during 2011-2012
organized by the Thai Institute of Directors (IOD).

In another independent assessment, the Company’s commitment to
shareholder rights and procedural standard of the Company’s annual
shareholders’ meeting in 2012 was reviewed by the Thai Institute of
Investment. As a result a score of 100/100 points was given for two
consecutive years (2011-2012).

The Company’s policies on good corporate governance follow below.

Section 1: Shareholders’ Rights

1.  The Company recognises the principal of respect for shareholders’
    rights including the right of shareholders to attend an annually
    held general shareholder’s meeting at least once a year. In 2012,
    the Company convened an annual general shareholders’ meeting on the
    April 26, 2012. Meeting venues were set up for convenient access by
    shareholders. We ensured effective dissemination of information to
    shareholders by hiring Thailand Securities Depository Company
    Limited, the Company’s share registrar, to send schedules of
    shareholder meetings, notices of meetings and minutes of shareholder
    meetings with sufficient information and related documents to
    shareholders 21 days before the meeting date.

2.  On meeting days, the Company facilitated shareholder voting by using
    a barcode system to register and count votes, as well as providing
    duty stamps for powers of attorney.

3.  On meeting days, meeting attendance registration took place two
    hours before the meeting time. The Company also allowed shareholders
    to join the meeting after the meeting had already started and they
    were included among attendees with voting rights.

4.  The Company arranged notices of meetings with related documents
    together with three types of proxies: type A, type B and type C,
    which were posted in our website www.acap.co.th to help shareholders
    to choose the appropriate proxy. Additionally, the Company proposed
    at least one independent director to be a proxy holder to be
    nominated on behalf of shareholders not able to attend the meetings.
    The Company disseminated all facts and reasons of the nominated
    independent director, in case there were differences of opinion in
    the Board, both in Thai and English, to provide all shareholders
    equal treatment and with sufficient information.

5.  During the Company annual shareholders meeting in 2012, there were
    nine out of ten executive directors attended the meeting. The
    missing directors was the executive director, namely Mr. Parankoon
    Waiyahong. In the event that a meeting that requires an independent
    opinion to enter into a certain transaction of the Company, the
    representatives of the Company’s auditor and independent financial
    advisors would always attend such meeting.

6.  For transparency and accuracy in vote counting, the company invited
    representatives from another auditing company which was not the
    Company’s auditor, to provide auditing service for the vote
    counting.

7.  At the beginning of each meeting, the Chairman of the meeting
    explained all meeting rules including the method of specifically
    counting the numbers of eligible voting rights for each specific
    meeting agenda according to Company rules. During the meeting,
    shareholders are treated equally, and are allowed unlimited
    opportunity for discussion and expressing opinions and suggestions.
    The Board straightforwardly answered all questions of each meeting
    agenda. All minutes of the meetings are precisely and
    comprehensively recorded with a conclusion of each meeting agenda’s
    resolutions. On the same day of the meeting, the meeting minutes and
    resolutions are disseminated via the SET’s ELCID system to
    shareholders and the public in both Thai and English. Copies of full
    meeting minutes are provided to the Office of the SEC within 14 days
    after the meeting date. They are also posted on the Company’s web
    site in both Thai and English.

8.  No agenda was added to any meeting without prior notice to the
    shareholders, especially material agenda requiring sufficient time
    to study for decision making. Meeting agenda were presented as
    stated in meeting invitations.

Section 2: Equitable Treatment of Shareholders

We recognise and respect rights of all shareholders to fair practice
without discrimination, with voting based on the number of shares held
and free from influence by major shareholders. The Company’s guidelines
are as follows:

1.  The Company allows shareholders to nominate anyone, including
    independent directors proposed by the Company, to be proxy holders
    and attend meetings to maintain the shareholder’s voting rights.

2.  Before every shareholders meeting, the Company allow minority
    shareholders to add any meeting agenda or any matters including
    suggestions onto our website without discrimination for at least 30
    days prior to the meeting. Such additions are reviewed by management
    before being submitted to the Board of Directors. There were no
    submissions of agendas from shareholders during 2012.

3.  In case a minority shareholder would like to nominate any individual
    for a director position, they are allowed to do so by notifying of
    such on the Company’s website at least 30 days prior to the
    shareholders’ meeting in order for the Board of Directors to
    consider their qualifications and place the nomination in the agenda
    for the next shareholders’ meeting.

4.  In order for shareholders to have sufficient time to consider the
    shareholders’ meeting agenda, the company will deliver the meeting
    invitation and attached documentation in both Thai and English at
    least 21 days prior to the meeting. The same invitation and attached
    documentation will also be posted on the Company’s website.

5.  For agendas involving a vote for directors, the Company allows
    shareholders to vote for each director individually.

6.  During the meeting, the Company encourages comments and questions by
    opening floor and allowing sufficient time for to shareholders to
    come forward with their comments and questions.

7.  The Company pays serious attention to protect the Company’s inside
    information from abuse by directors, executives, and staff for
    personal profit or for running any related business that competes
    against the Company, regardless of the type of transaction,
    including buying or selling of related securities or undertaking any
    other action to the detriment of shareholders. A policy for the use
    of insider Information is clearly stated in the Company’s staff Code
    of Ethics.

8.  When any director or executive undertakes any transaction involving
    Company listed shares, he or she must inform our compliance unit,
    which then prepares a statement of shareholding of those directors,
    including of their spouses and dependent children, for the Office of
    the SEC. All directors and executives must abide by the Company’s
    Code of Ethics, including strict avoidance of transactions in
    Company listed shares one month before and one week after financial
    statements are publicly disseminated.

Section 3: Responsibilities to the Stakeholders

We recognise the rights of all related persons no matter whether they
are shareholders, employees, counterparties and creditors, clients,
competitors, the community and society. Our policy to ensure that they
are fairly treated is as follows:

  Shareholders: The Company aims to continuously generate reasonable
  profits for shareholders by running the business to consistently
  produce high turnover and also by operating the business with
  transparency. Accordingly, the Company adheres to the following
  practices:

1.  Running the Company to gain profit and steady turnover to benefit
    shareholders as entrusted to us.

2.  Managing the business based on the principles of duty of loyalty and
    duty of care with capable, experienced and skilled people.

3.  Not perform any act that may cause undue risk or possible damage to
    the Company and the shareholders without approval from the
    shareholders.

4.  Not using information of the Company which is not yet public for the
    benefit of any individual or other related person.

5.  Disclosing the report of Company’s status and annual report to all
    shareholders equally, regularly, completely and on time.

6.  Paying attention to opinions or suggestions from shareholders which
    are reasonable and beneficial to the development of the Company.

7.  Honouring the rights of shareholders, such as the right to attend
    meetings, to propose agendas for meetings, to nominate director
    candidates, to have access to appropriate information, to express
    opinions, to receive information sufficiently in advance for making
    decisions, to petition, among others.

  Employees: The Company recognises the importance of employees since
  they are crucial to maintaining and growing the organization. The
  Company aims to continuously develop and strengthen the work culture
  and atmosphere. In order to instil confidence in employees, the
  Company established the following guidelines:

1.  Conduct fairness in every matter to all employees without
    discrimination of race, religion, nationality, gender, age or
    education.

2.  Provide fair compensation in salary and/or bonuses to all employees.

3.  Maintain a clean and safe work environment for employee well-being
    and security of their property.

4.  Neither directly or indirectly infringe on the liberty and rights of
    any person.

5.  Support and develop employee skills by providing training and
    updating knowledge of employees on a regular basis.

6.  Listen to opinions and suggestions from employees in every level
    equally and impartially.

7.  Comply strictly with laws and regulations concerning employee
    provisions.

8.  Treat all employees with courtesy and respect.

9.  Keep channels open for employees to make complaints or inform of any
    matter involving a possible violation of any rule or law.

  Counterparties and Creditors: The Company’s business is run under
  cooperative benefit with its business partners. Such cooperation and
  fairness is fostered through the following practices:

1.  Comply with agreed commercial terms strictly and honestly under
    stipulated conditions, rules and laws.

2.  Find solutions in cooperation with partners to reach a compromise in
    case any commercial dispute or other problem has occurred.

3.  Not to seek or receive any benefit which may compromise the
    Company’s loyally to the business partner.

  The Company strictly adheres and conforms to laws and other rules
  relating to its obligations with creditors by following these
  guidelines:

1.  Consistently comply with conditions of contract with creditors in
    regards to the debt repayment or other terms.

2.  Not conceal the financial status of the Company for the purpose of
    avoiding or postponing overdue repayments.

3.  Not distort any facts or amend any document which benefits the
    Company and causes damage to the creditor.

4.  Inform creditors in advance of any pending contractual defaults in
    order to jointly find a solution to the default.

  Clients: Success in business comes from satisfying our customers.
  Therefore, the Company must maintain strong and caring relationships
  with its customers. It must adhere to principles of integrity and
  maintain high moral standards and respect. It strives to exceed the
  various needs of each customer with utmost care and effort, and hold a
  long-term view of each relationship. The Company applies the following
  practices in dealing with customers:

1.  Provide only the products and services that the Company is capable
    and skilled in providing.

2.  Charge a fair fee for products and services that is not excessive
    when compared to the quality provided.

3.  Inform customers of the terms and conditions of services clearly,
    accurately, transparently and without any misrepresentation.

4.  Provide customers with fair and impartial advice without the
    intention of taking any advantage in providing such advice.

5.  Comply with conditions as agreed with customers. In the event of
    force majeure, inform the customer in advance if possible in order
    to mutually find a solution.

6.  Strictly and regularly protect the confidentiality of customer
    information and not use such information for self benefit.

  Competitors: The Company respects all business competitors and rules
  of competition with honesty through the following guidelines:

1.  Refrain from defaming any competitor or using any other method that
    may misrepresent facts of competitor.

2.  Refrain from using proprietary products or information from a
    competitor and claiming that it belongs to the Company.

3.  Refrain from taking a competitor’s customer in a dishonest manner.

4.  Comply with rules and regulations in relation to good business
    practice.

  The Community and Society: The Company places great importance on
  Corporate Social Responsibility (CSR) and strives to play a part in
  improving society. The Company was established by a group of Thai
  individuals, and is bonded with Thai society and patriotic to its home
  country. The Company runs its business while caring for the
  environment and society. Its Corporate Social Responsibility (CSR)
  Policy can be seen in its Good Governance Statement on the company
  website.

  To support the above CSR policy, the Company regularly organises
  activities for social causes. In 2012, the Company provided social
  assistance by donating money for educational supplies and building
  volleyball court to Baan-Koh-Mai-Lam School located in Baan-Bung
  District, Chonburi Province on December 15, 2012. Moreover, on
  December 22, 2012, the Company gave educational materials, teaching
  supplies, and donated money for constructing toilets to Wat-Na-Ku
  School located in Pak-Hai District, Ayutthaya Province. The Company
  provides assistance during times of disaster or hardship in Thailand
  and abroad whenever the need arises.

Section 4: Information Disclosure and Transparency

The Company’s policy on information disclosure is to make it
transparent, punctual, complete and accurate according to the standard
of information disclosure efficiency stated in the SET’s listed company
requirements. This policy is the responsibility of our executive
directors who recognise that it does affect investors’ decision making.
To treat public investors equally in access to company information, the
Company disseminates its information disclosures, including our annual
report and our 56-1 form, through the SET’s and SEC’s information
disclosure media along with the company website, www.acap.co.th, in both
Thai and English. The policy on information disclosure is stated as
follows:

1.  The Company widely discloses its executive directors’ roles and
    responsibilities, including their remuneration packages, to its
    shareholders in the annual information disclosure form 56-1.

2.  When a new director is appointed, the Company will fully reveal
    his/her profile and directorship tenure in the notices of meetings
    to its shareholders.

3.  Our Board of Directors is responsible for our financial statement
    reports, including financial figures in the annual report. Our Board
    of Directors and Audit Committee issue acknowledgement clauses in
    all our financial statement reports and annual reports.

4.  All related party transactions are disclosed in our financial
    statement reports. Our Audit Committee reviews and monitors related
    party transactions to affirm that they conform to rules,
    regulations, notifications, announcements and standard practices of
    the SET. Related party transactions must also be presented in Board
    of Director meetings or shareholder meetings, depending on
    transaction size. The Company presents transaction values,
    counterparty and related party, rationales, and other information
    related to the transactions in both Thai and English through the
    ELCID system of the SET to publicly inform all investors.

5.  The Company Secretary is Mr. Ithidej Chuerangsun, who is responsible
    for preparing and coordinating the shareholders’ meeting, and for
    investor relations. Shareholders, investors and analysts may contact
    the Company Secretary through the following channels:

  The Company Secretary and Investor Relations

  Tel. 02-694-4915

  Fax. 02-670-1152

  Email: ithidej_c@acap.co.th

Senior management also takes a role in explaining information directly
to investors. The Company provides other public relation channels
through SET’s Information Technology system and the company website and
ensures the completeness, transparency, accuracy and timeliness of the
information distributed.

Section 5: Board of Directors’ Responsibilities

Members of the Board of Directors and the Executive Director Committee
have strong leadership skills, business vision and senior management
experience in financial institutions and other key industries across
both public and private sectors. The Executive Director Committee is
given flexibility in making decisions to achieve the Company’s
strategies and objectives while being overseen by the Board of Directors
and the Audit Committee.

The Board of Directors and the Audit Committee mutually set policy and
direction to efficiently accomplish pre-established business plans and
budgets. They also closely supervise internal compliance, internal
audit, risk management, and financial statement reporting to comply with
good corporate governance. They maintain appropriate risk management
standards and continuously monitor them for the benefit of the Company
and its shareholders.

To create transparency and prevent conflicts of interest, the Board of
Directors has established policies regarding related party transactions,
the use of insider information and other important issues as follows:

-   Conflict of Interest Transactions

    -   When the Company reports transactions that may be in conflict of
        interest, related transactions or related person transactions,
        these transactions must be approved by the Board of Directors
        and the Audit Committee must provide initial opinion for such
        transactions. The approval of these transactions is based on
        optimal benefit to the Company, fairness, transaction rationale,
        and market prices and rates. In addition, any related persons
        who may undertake a transaction potentially in conflict of
        interest must not be involved in any part of the approval
        process. To be involved in any related party transactions as
        defined by the rules, announcements, notifications, provisions
        or regulations of the Stock Exchange of Thailand, the Company
        must also abide by Stock Exchange of Thailand rules and
        regulations.

-   Inside Information Use Guidelines

    -   The Company restricts access to inside information to specific
        staff on an as needed basis only. All directors are aware of the
        duty and responsibility of the restrictions of use of inside
        information for their personal benefit. They are required to
        file reports of change in shareholdings to the Office of the
        Securities Exchange Commission as per Section 59 and Provisions
        and Regulations of the Securities and Stock Exchange of Thailand
        Act.

    -   Directors and staff having possession of any inside information
        must not release it to any external persons or any non-involved
        persons to prevent manipulation of the Company’s listed shares.

-   Business Ethics

    -   Directors are required to conform to the Code of Best Practices
        for Listed Companies established by the Stock Exchange of
        Thailand. Directors must use their knowledge, competences and
        experiences for the benefit of the Company’s business. They must
        apply business ethics in running the business. They must act in
        accordance with law, the Company’s objectives and regulations,
        and shareholder meeting resolutions with honesty and integrity,
        both towards the Company and towards any major connected
        parties. Business ethics also apply to other staff in honesty of
        conduct and equal treatment of the Company and other connected
        parties including the public community and society. The Company
        closely monitors compliance with this practice.

        -   Check and Balance by Non-Executive Directors

            -   As of ended 2012, the Board of Directors comprised ten
                members. Six members are executive directors and four
                members are non-executive directors. Three of the
                non-executive directors are independent directors. The
                three independent directors are in the Audit Committee
                monitoring the Company’s internal audit, financial
                statement reporting and other compliances with the
                Company’s pre-established regulations and policies.
                Moreover, the Audit Committee works closely with the
                Internal Audit Department to monitor business operations
                conducted by the Executive Director Committee for
                compliance and transparency.

                -   Combined Roles and Responsibilities

                    -   As a small company with a flat organisation
                        chart, the Chairman and the Managing Director
                        positions are held by the same person. Moreover,
                        the same Independent Directors who are members
                        of the Audit Committee are also members of the
                        Nominating and Compensation Committee. However,
                        the functions and responsibilities of the Board
                        of Directors, Executive Director Committee,
                        Audit Committee, Nominating and Compensation
                        Committee as well as the Managing Director are
                        separate and distinct. The Audit Committee and
                        the Internal Audit Department are independent in
                        their compliance task to ascertain that the
                        Managing Director and the Executive Directors do
                        not have complete power and that material
                        transactions follow a check and balance process
                        and are approved by the Board of Directors or by
                        shareholder resolution. The given scope of
                        authority of the Managing Director or the Board
                        of Directors does not allow them to approve any
                        transaction qualified as a conflict of interest
                        or related party transaction with the Company or
                        its subsidiaries.

                        -   Directorships in Other Companies

-   The Company places the importance on the amount of a director’s time
    that is dedicated to the Company’s business operations. Directors
    who serve director positions in other companies may negatively
    impact their work efficiency within the Company. As such, the
    Company has set forth a policy for such directors as follows:

    -   Executive directors may take director positions in up to four
        companies provided that such directors are able to dedicate
        sufficient time to assume their responsibilities within the
        management team to the greatest extent possible for the benefit
        of the Company.

    -   Independent directors and director representatives of major
        foreign shareholders can take director positions in up to five
        companies.

  In case a Company director must take director positions in more
  companies than the policy allows, such director must report the reason
  and necessity to the Board of Directors. If the Board of Directors
  deems such directorships to not significantly impact the director’s
  performance, the director may be allowed to occupy such directorships.
  The performance of such directors will be monitored by the Board of
  Directors and reported in the Compliance of Corporate Governance
  Report in the Company’s 56-1 report and annual report.

-   Board of Director and Executive Director Remuneration

-   The Company’s remuneration policy is to maintain that the Board of
    Director and Executive Director remuneration packages are
    appropriate and reasonable for directors and executives in view of
    their contribution to the Company. The packages must also be in line
    with industry standards.

-   The executive remuneration packages must be approved by the Board of
    Directors including both monetary and non-monetary compensation, and
    are based on both the Company’s performance and individual’s
    performance.

    -   Director Meetings

  Board of Directors Meetings

-   The Board of Directors holds regular meetings every three months or
    four times per year and extraordinary meetings for any urgent cases.
    The Corporate Secretary will set the agenda for the meeting and
    deliver meeting documentation to the Board of Directors at least 10
    days in advance to allow sufficient time to study and analyse each
    agenda. Each director has the opportunity to express their opinion
    to facilitate decision making of the Board of Directors by taking
    into account the returns of shareholders and involved parties.
    Minutes of each meeting are recorded and reported. Meeting
    resolutions are disseminated to relevant parties within the
    prescribed timeframe. In 2012, there were a total of six meetings
    with attendance as followings:

  ------------------------------------------------------------------------
  No.    The Board of Directors                    2012 Attendances
  ------ ----------------------------------------- -----------------------
  1      Dr. Vivat Vithoontien                     6/6

  2      Mr. Anake Pinvanichkul                    5/6

  3      Mr. Saringkarn Sutaschuto                 6/6

  4      Ms. Suvimol Pumpaisanchai                 6/6

  5      Mr. Issarachai Decharit                   6/6

  6      Mr. Chalermchai Sirinopawong              6/6

  7      Mr. Parankoon Waiyahong                   5/6

  8      Mr. Suraphol Sindhuvanich                 4/6

  9      Ms. Narumol Wangsatorntanakun             6/6

  10     Mr. Chatchawan Triamvicharnkul            6/6
  ------------------------------------------------------------------------

Executive Director Committee Meetings

-   The Executive Director Committee comprises six Executive Directors
    as stated in the Executive Director Committee section. The Executive
    Directors hold monthly meetings and have further discussion on a
    weekly basis in order to follow up any progress on important tasks.
    However, in the event of any urgent issues that require more than
    one meeting in a month, the Board of Directors shall set up special
    meetings as it deems appropriate. Last year there were several
    occasions which required more than one monthly meeting. The details
    are as follows;

  ------------------------------------------------------------------------
  No.    Executive Director Committee              2012 Attendances
  ------ ----------------------------------------- -----------------------
  1      Dr. Vivat Vithoontien                     13/13

  2      Mr. Saringkarn Sutaschuto                 13/13

  3      Mr. Anake Pinvanichkul                    12/13

  4      Mr. Issarachai Decharit                   11/13

  5      Mr. Chalermchai Sirinopawong              13/13

  6      Mr. Parankoon Waiyahong                   8/13
  ------------------------------------------------------------------------

Audit Committee Meetings

Attendees of the Audit Committee meetings include Audit Committee
members, the Internal Audit Department, the Compliance Department and
the Managing Director of Finance & Accounting. Meetings are held on a
monthly basis. The Company’s auditor also attended meetings when
necessary. In 2012, there were twelve Audit Committee meetings and the
attendance record of Audit Committee members was as follows:

  Nominating and Compensation Committee Meetings

The purpose of these meetings is to review the workload and staffing
requirements of the Company, and to search and nominate key executive
positions when necessary. The number of meetings is not specified or
fixed. The Chairman of the Compensation Committee may call for
extraordinary meetings as necessary or in special circumstances to
consider any related issues. Last year the committee held one meeting
and all committee members attended. Details are as follows:

  ------------------------------------------- ---------------------------
  Nominating and Compensation Committee       2012 Attendance

  Mr. Suraphol Sindhuvanich                   1/1

  Ms. Narumol Wangsatorntanakun               1/1

  Mr. Chatchawan Triamvicharnkul              1/1
  ------------------------------------------- ---------------------------

-   Sub-Committees

-   The Company has four sub-committees: the Executive Director
    Committee, the Audit Committee and the Nominating and Compensation
    Committee, Investment Committee. The Executive Director Committee
    comprises six members who are assigned by the Board of Directors to
    run the Company with given roles, functions and responsibilities
    shown in section 1 page 51. The Audit Committee comprises three
    members who possess qualifications and are assigned tasks as defined
    by the Stock Exchange of Thailand. Audit Committee members are
    independent directors who also serve on the Nominating and
    Compensation Committee, and their roles in each committee are
    clearly defined. Board of Directors meeting no. 1/2009 dated
    February 26, 2009 appointed the Nominating Committee to conduct the
    recruitment of directors and senior management, and the name of the
    committee was changed from Compensation Committee to the Nominating
    and Compensation Committee.

  The Investment Committee has four members comprising the Chief
  Executive Officer, the Chief Accounting Officer, a representative of
  Board of Directors and an expert in the area of investment. This
  committee considers major asset investment proposals for the Company
  or its subsidiaries. This is to ease the responsibilities of the Board
  of Directors for projects within the scope and investment limit
  authorised for the executive committee.

-   Orientation of New Directors

  After a new director is elected, the Chief Executive Officer will
  introduce the new director to management and other directors as well
  as present company information and other relevant information such as
  the Corporate Governance Manual. The new director will be informed of
  the roles and responsibilities of directors, business ethics and
  internal control. In case the new director has not attended the
  Director Certification Program (DCP) or Audit Committee Program (in
  case of Audit Committee) from the Institute of Directors (IOD) as well
  as other training courses that may be helpful to their performance,
  the Company will take charge of this matter.

-   Compliance and Internal Audit

-   The Company place great importance on the internal audit function at
    both management and operational levels. Relevant roles, obligations
    and management authority are defined in writing. To protect the
    Company from damage, the Compliance and Internal Audit Departments
    undertake an evaluation process to quickly identify mistakes and to
    reduce business and operational risk at both management and
    operational levels. The measurements conform to guidelines of the
    Stock Exchange of Thailand which are defined in five parts:

Part 1) Organisational Control and Environment Measures

Part 2) Risk Management Measures

Part 3) Management Control Activities

Part 4) Information and Communication Measures

Part 5) Monitoring

-   Risk Management Policy

  The Board of Directors has appointed the Risk Management Department to
  directly control and monitor risk management in various areas such as
  Financial Risk, Operational Risk, Business Risk and Event Risk. The
  Risk Management Department established the Risk Management Policy to
  be used as operational guidelines and for conducting risk assessment
  reports to be reported directly to the Board of Directors. The
  department also coordinates with the Compliance Department, the
  Internal Audit Department, and the Audit Committee to evaluate
  unexpected risk events in order for the Company to effectively prevent
  such risks. After the Executive Director Committee has reported a risk
  event, the Committee will further consider and submit recommendations
  to the Board of Directors.

-   Investment Policy

  The Company’s investment policy is based on the premise that any
  investment must bring positive returns the Company and its
  shareholders. All investments are carefully considered and analysed.
  The Investment Policy is clearly stated with details for various types
  of investment transactions and is disclosed on the Company’s website.

-   Board of Directors Reports

    -   The Board of Directors is responsible for overseeing important
        aspects of the Company’s business and for monitoring the
        Company’s consolidated financial statements and all publicly
        released financial information including the Annual Report. The
        financial statements are carefully and consistently prepared and
        are based on generally accepted accounting principles in
        Thailand. The Board also ensures adequacy of information in the
        Notes to Financial Statements.

    -   The Board of Directors maintains an effective internal audit
        system to affirm that the Company’s accounting and bookkeeping
        is accurate and complete, to ensure that capital adequacy is
        sufficiently maintained and to identify weak points in the
        system to protect against possible fraudulent activity.

  - At present, the Board of Directors has the opinion that the
  Company’s Compliance and Internal Audit systems are satisfactory and
  is confident that the Company’s financial statements are accurate and
  reliable.

-   Succession Plan

  - The appointment of individuals for open positions, especially in
  management, will be the responsibility of the Nominating and
  Compensation Committee which nominates qualified individuals. The
  Company considers both internal and external qualified individuals.

  With regards to resignations, company policy requires resigning
  individuals to inform the Company at least 30 days in advance in order
  for the Company to have sufficient time to recruit a qualified
  replacement.

  For general succession planning, the Nominating and Compensation
  Committee will submit nominees to the Board of Directors based on
  their skills and ability together with the name of the second
  runner-up from the same department. However, the Company also
  considers external nominees who posses relevant skills and ability
  that are compatible with the Company’s business operation. The
  recruitment and selection process for all positions is on a
  transparent basis.

8.5 Control of Inside Information

The Company has a strict Chinese-wall policy to prevent internal
information leaking from inter-departmental operations and personnel.
These and other possible conflicts of interest are addressed as follows:

  1. Different departments are distinctly and physically separated,
  especially those departments handling sensitive non-public information
  to avoid inside information leakage.

  2. A list of restricted securities is maintained which the Company,
  staff and executives are not permitted to make use of in any personal
  transactions, such as securities of listed companies which are
  currently under advisory of the Company. Such restricted list prevents
  staff from using this information illegally for their own benefit.

  3. Internal Confidentiality Policy

-   Different passwords are required to log on to different systems.

-   Code names must be set up for each Client.

-   Disclosure of client information shall not take place without
    written consent from such client.

-   Only staff specifically assigned to a case at hand has access to the
    information of that case. If other departments need to use the
    information, they must first ask permission from their department
    heads.

-   In case there are clients that are in the same industry or in
    conflict with each other, the Company assigns different financial
    advisors to each client. The financial advisors must keep their
    information classified and confidential.

  4. Maintenance of Documents and Information

-   Client profiles and operational information are filed separately and
    kept safely to prevent loss or damage, as well as to prevent illegal
    use of the information.

-   All information in hard-copy form is kept safely in filing cabinets
    of the relevant department.

-   All information in soft-copy form is stored in a computer database
    where access is restricted by passwords assigned only to relevant
    staff. Soft files stored on other information media, such as
    diskette tapes, and are kept safely in filing cabinets of the
    relevant department.

-   Only specifically assigned staff have access to documents relevant
    to them. In case others need to use such information, they must make
    their request explaining their rationale and obtain prior approval
    from their department head.

-   Document storage and destruction of confidential information require
    prior approval of department heads. In addition, in the case of
    information being stored in a central filing center, the documents
    must be enclosed in a sealed box.

  5. Requesting or Providing Information

-   To request information from or to provide information to another
    department, the requestor and provider must first obtain permission
    from their department heads. The requesting staff can only ask for
    the information relevant to his/her assignment or task. Furthermore,
    the exchange of this information must be reported to the Compliance
    Unit.

-   The departments in possession of non-disclosed information or
    confidential client data must not publicly disclose such information
    or use it for personal benefit. All exchanged information must be
    based on a “Need to Know” basis.

  6. All staff and executives are prohibited from using any inside
  information regarding client financial information to trade in the
  clients’ listed or non-listed shares from the date that they know such
  inside information to the date that the financial information is
  publicly disclosed. They are also not allowed to use the inside
  information for market price manipulation or front running trading.

Additionally, all directors and executives are required to file reports
of share holding of themselves, their spouses and dependent children,
and report any changes in share holding to the Office of the S.E.C. as
per Section 59 and Provisions and Regulations of the Securities and
Stock Exchange of Thailand Act B.E. 2535. All directors and executives
are required to submit the copy of such report to the Company on the
same day they submit such report to the Office of the S.E.C.

8.6 Human Resources

8.6.1 Management and Staff

As of December 2012, the Company had reorganized its employee structure
by decreasing certain amount of staffs. Most of the employees are
operations staff officers in asset management division. This is owing to
the disposition of NPL portfolios owned by the subsidiary, together with
the Company had no new portfolios to operate, resulting in less amount
of work. As of December 31, 2012, the Company employed a total of 72
staffs, excluding the subsidiaries’ staffs. The Company allocates staff
based on individual skills and ability and to be in line with the
business expansion and investment plans. Staff levels can be seen in the
tables below.

  -----------------------------------------------------------------------
  No.           Position                                    Headcount
  ------------- ------------------------------------------- -------------
  1.            Chief Executive Officer / Managing Director 1

  2.            Directors                                   5

  3.            General Manager                             1

  4.            Executive Vice President                    1

  5.            Senior Vice Presidents                      2

  6.            Vice Presidents                             2

  7.            Assistant Vice Presidents                   7

  8.            Managers                                    20

  9.            Assistant Managers                          4

  10.           Unit Heads                                  12

  11.           Support Staff                               17

                Total                                       72
  -----------------------------------------------------------------------

Staff Counts in Company subsidiaries as of December 31, 2012 are as
follows:

+---------------------------------------+-------------------+----------+
| Subsidiary                            | % Shareholding    | H        |
|                                       |                   | eadcount |
+=======================================+===================+==========+
| ACAP Corporate Services Co., Ltd.     | 99.99             | 6        |
| (ACS)                                 |                   |          |
+---------------------------------------+-------------------+----------+
| ACAP Asset Management Co., Ltd. (ACAP | 99.99             | 5        |
| AMC)                                  |                   |          |
+---------------------------------------+-------------------+----------+
| ACAP Malaysia Sdn. Bhd. (ACAP         | 99.99             | 15       |
| MALAYSIA)                             |                   |          |
+---------------------------------------+-------------------+----------+
| Global Service Center Co., Ltd. (GSC) | 99.99             | 94       |
+---------------------------------------+-------------------+----------+
| ACAP Consulting Co., Ltd. (ACON)      | 99.99             | 8        |
+---------------------------------------+-------------------+----------+
| Capital OK Co., Ltd. (CAP OK)         | 99.99             | 23       |
+---------------------------------------+-------------------+----------+
| Professional Collection Co., Ltd. (P  | 99.99 held by CAP | 3        |
| COL)                                  | OK                |          |
+---------------------------------------+-------------------+----------+
| ACAP (Asia) Asset Management Co.,     | 57.60 held by CAP | -        |
| Ltd. (ACAP ASIA)                      | OK                |          |
|                                       |                   |          |
|                                       | 40.00 held by     |          |
|                                       | ACAP MALAYSIA     |          |
|                                       |                   |          |
|                                       | 2.39 held by ACAP |          |
+---------------------------------------+-------------------+----------+
| Aurum Capital Advisory Pte Ltd.       | 63.97             | 3        |
| (Singapore)                           |                   |          |
+---------------------------------------+-------------------+----------+

8.6.2 Remuneration

(1) Staff Salary and Benefits (excluding Executive Directors and
Subsidiaries)

  As of December 31, 2012 (Unit : Baht)

  ------------------------------------------ -------------- --------------
  Types of Remuneration                      2011           2012

  Salary                                     55,049,043     38,793,988

  Special Remuneration (bonus, overtime and  26,791,189     16,319,738
  food, transportation and gasoline                         
  reimbursement)                                            

  Provident Fund Contribution                2,378,809      1,830,991

  Total                                      84,219,041     56,944,717
  ------------------------------------------ -------------- --------------

(2) Other Remuneration (if any)

The Company does not offer other types of remuneration, including
commissions, to staff, apart from the salary and benefits disclosed
above.