Management 

9.1 Management Structure

  KGI Securities (Thailand) Plc.

  31 December 2004

[]

In addition to the above management structure, the Company has 10
committees including the Board of Directors, the Audit Committee, the
Compensation Committee, the Risk Management Committee, the Debt Recovery
Committee, the Purchasing Committee, the Human Resource Committee,
Disciplinary Committee, Welfare Committee, and Health and Environment
Committee. Details are as follows:

9.1.1 Board of Directors

As of 31 December 2004, the Company’s Board of Directors consisted of
the following 13 members, In 2004 The Company had 5 Board of directors’
meeting, detail of attendant of each director are as follows:

+----+----------------------+--------------------+--------------------+
|    | Name                 | Title              | Attendance Record/ |
|    |                      |                    |                    |
|    |                      |                    | To                 |
|    |                      |                    | tal Board Meetings |
+----+----------------------+--------------------+--------------------+
| 1. | Mr. Angelo John Ynn  | Chairman           | 0/5                |
|    | Koo                  |                    |                    |
+----+----------------------+--------------------+--------------------+
| 2. | Mr. Wisit Wongpaisan | Director           | 4/5                |
+----+----------------------+--------------------+--------------------+
| 3. | Mr. Chen Pin-Cheng   | Director           | 5/5                |
+----+----------------------+--------------------+--------------------+
| 4. | Dr. Pisit Leeahtam   | Independent        | 5/5                |
|    |                      | Director ,         |                    |
|    |                      |                    |                    |
|    |                      | Vice Chairman and  |                    |
|    |                      |                    |                    |
|    |                      | Chairman of Audit  |                    |
|    |                      | Committee          |                    |
+----+----------------------+--------------------+--------------------+
| 5. | Dr. Don Bhasavanich  | Independent        | 3/5                |
|    |                      | Director &         |                    |
|    |                      |                    |                    |
|    |                      | Audit Committee    |                    |
+----+----------------------+--------------------+--------------------+
| 6. | Mr. Pradit           | Independent        | 5/5                |
|    | Sawattananond        | Director & Audit   |                    |
|    |                      | Committee          |                    |
+----+----------------------+--------------------+--------------------+
| 7  | Ms. Bee Leng Ooi     | Director           | 5/5                |
+----+----------------------+--------------------+--------------------+
| 8. | Mrs. Suchada         | Director           | 5/5                |
|    | Sodthibhapkul        |                    |                    |
+----+----------------------+--------------------+--------------------+
| 9. | Mr. Kin Wa Pun       | Director           | 4/5                |
+----+----------------------+--------------------+--------------------+
| 1  | Mr. Paul Wai Kai     | Director           | 2/5                |
| 0. | Wong                 |                    |                    |
+----+----------------------+--------------------+--------------------+
| 1  | Ms. Tehsin Chiu*     | Director           | 1/5                |
| 1. |                      |                    |                    |
+----+----------------------+--------------------+--------------------+
| 1  | Mr. Tuan-Wen Wu      | Director           | 5/5                |
| 2. |                      |                    |                    |
+----+----------------------+--------------------+--------------------+
| 1  | Mr.Min-Fu Chuang **  | Director           | 3/5                |
| 3. |                      |                    |                    |
+----+----------------------+--------------------+--------------------+

Note * Ms. Tehsin Chiu resigned from Board of Directors on 23 March 2005

** Mr. Min-Fu Chuang got approval from SEC to be Company’s director on
26 March 2004

Authorized Directors were 1. Mr. Chen Pin-Cheng 2. Ms. Bee Leng Ooi 3.
Mrs. Suchada Sodthibhapkul

4. Mr. Kin Wa Pun 5. Paul Wai Kai Wong 6. Ms. Tehsin Chiu 7) Mr.
Tuan-Wen Wu and 8. Mr.Min-Fu Chuang and the signature of any two
Authorized Directors shall be required to bind the Company.

Ms. Nongluk Ningsanond, who has graduated from the Company Secretary
Program class 5/2004 conducted by Thai Institute of Directors (IOD),
acted as the Company Secretary.

Criteria for selecting independent director

The Company has the following criteria for selecting independent
directors:

1. The Company will select an independent director who has all
qualifications and no prohibited characteristics as determined by the
SET and the SEC. The Board will approve the appointment of such person
and then propose to the shareholder meeting.

2. As far as possible, the Company will try to select an independent
director who has relevant knowledge and working experience who can best
advise the Board.

Characteristics of Independent directors. Independent directors are
defined as follows:

(1) They hold shares equivalent to not more than 5 per cent of the
paid-up capital of the company, the parent company, any subsidiary
company, associated company or any juristic person which results in a
conflict of interest.

(2) A director who is not an employee, staff member, or advisor who
receives a regular salary, or a controlling person of the company, the
parent company, any subsidiary company or associated company or of any
juristic person resulting in a conflict of interest.

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

(4) A director who has no business relationship with the company, the
parent company, subsidiary companies, associated companies or any
conflict of interest with the company which would affect the ability of
the director to provide independent opinions relating to the operations
of the company.

Responsibilities of each director were defined as follows:

+----------------------+-----------------------------------------------+
| Name                 | Responsibilities                              |
|                      |                                               |
| 1. Mr. Angelo John   | - Chairman                                    |
| Ynn Koo              |                                               |
|                      | - Member of Compensation Committee            |
+----------------------+-----------------------------------------------+
| 2. Mr. Wisit         | - Director                                    |
| Wongpaisan           |                                               |
|                      | - President                                   |
+----------------------+-----------------------------------------------+
| 3 Mr. Chen Pin-Cheng | - Director                                    |
|                      |                                               |
|                      | - Chief Operating Officer                     |
|                      |                                               |
|                      | - Member of Risk management committee         |
|                      |                                               |
|                      | - Member of Credit Risk Sub-committee         |
|                      |                                               |
|                      | - Member of Investment Banking Sub-committee  |
|                      |                                               |
|                      | - Member of IT Security Sub-committee         |
|                      |                                               |
|                      | - Member of Debt Recovery Committee           |
|                      |                                               |
|                      | - Member of Human Resource Committee          |
+----------------------+-----------------------------------------------+
| 4. Dr. Pisit         | -Vice Chairman of the Board (Independent      |
| Leeahtam             | Director)                                     |
|                      |                                               |
|                      | - Chairman of Audit Committee                 |
+----------------------+-----------------------------------------------+
| 5. Dr. Don           | - Director (Independent Director)             |
| Bhasavanich          |                                               |
|                      | - Audit Committee                             |
+----------------------+-----------------------------------------------+
| 6. Mr. Pradit        | - Director (Independent Director)             |
| Sawattananond        |                                               |
|                      | - Audit Committee                             |
|                      |                                               |
|                      | - Member of Compensation Committee            |
+----------------------+-----------------------------------------------+
| 7. Ms. Bee Leng Ooi  | - Director                                    |
|                      |                                               |
|                      | - Managing Director                           |
|                      |                                               |
|                      | - Member of Risk management committee         |
|                      |                                               |
|                      | - Member of Investment Banking Sub-committee  |
|                      |                                               |
|                      | - Member of IT Security Sub-committee         |
|                      |                                               |
|                      | - Member of Debt Recovery Committee           |
|                      |                                               |
|                      | - Member of Human Resource Committee          |
+----------------------+-----------------------------------------------+
| 8. Mrs. Suchada      | - Director                                    |
| Sodthibhapkul        |                                               |
|                      | - Managing Director                           |
|                      |                                               |
|                      | - Member of Risk management committee         |
|                      |                                               |
|                      | - Member of Credit Risk Sub-committee         |
|                      |                                               |
|                      | - Member of Debt Recovery Committee           |
|                      |                                               |
|                      | - Member of Human Resource Committee          |
+----------------------+-----------------------------------------------+
| 9. Mr. Kin Wa Pun    | - Director                                    |
+----------------------+-----------------------------------------------+
| 10. Mr. Paul Wai Kai | - Director                                    |
| Wong                 |                                               |
|                      | - Director                                    |
| 11. Ms. Tehsin Chiu  |                                               |
| *                    | - Member of Compensation Committee            |
+----------------------+-----------------------------------------------+
| 12. Mr. Tuan-Wen Wu  | - Director                                    |
|                      |                                               |
|                      | - Head of Derivative Department               |
|                      |                                               |
|                      | - Member of Risk management committee         |
+----------------------+-----------------------------------------------+
| 13. Mr.Min-Fu Chuang | - Director                                    |
+----------------------+-----------------------------------------------+

Note * Ms. Tehsin Chiu resigned form Board of Directors on 23 March 2005

Responsibility of the Board of Directors

The Board of Directors has responsibilities as follows:

The Board of Directors’ duties

The Board of Directors must carefully carry out their duties with
competence, using their knowledge and experience to run the business for
the benefit of shareholders and the Company itself. They must perform
their duties in line with the Company’s objectives, its Articles of
Association, relevant Thai laws and the resolutions of shareholders.

To review and approve appropriate policies

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

To monitor and supervise the management

The Board of Directors must monitor and supervise the management and
their implementation of the Company’s policies effectively. The Board of
Directors should advise the management of any significant matters
regarding the Company’s business, connected transactions, or other
issues, according to its by-laws, and the rules and regulations of the
SEC and the SET. The Directors can seek independent professional advice
concerning the Company’s business, when considered necessary.

To monitor internal controls and internal audit procedures

The Board of Directors should monitor the effectiveness of the Company’s
internal controls and internal audit systems. It should set up an Audit
Committee, which should supervise the Compliance and Internal Audit
Department.

Conduct of non-executive directors

Non-executive directors should bring independent judgment to bear on
issues of strategy, performance, resources, key appointments, and
standards of conduct. They should oppose any proposal brought by other
directors or management that they consider may lead to inequitable
treatment of shareholders.

Code of best practice and ethics

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

9.1.2 Audit Committee

The Audit Committee is the Board’s sub-committee appointed to help the
Board of Directors to operate in full compliance with laws, rules, and
regulations. The Audit Committee is made up of at least three
Independent Directors.

Audit Committee consisted of the following 3 members:

1. Dr. Pisit Leeahtam Audit Committee Chairman

2. Dr. Don Bhasavanich Audit Committee member

3. Mr. Pradit Sawattananond Audit Committee member

Ms. Apaporn Vorapun acted as Audit Committee’s Secretary.

Scope of duties and responsibilities of the Audit Committee

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

1. Review and ensure accuracy and adequacy of disclosure of the
Company’s financial statements by cooperating with outside auditors and
management.

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

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

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

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

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

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

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

9.1.3 Compensation Committee

The Company’s Compensation Committee consisted of the following 3
members;

1. Mr. Angelo John Ynn Koo Chairman

2. Ms.Tehsin Chiu* Director

3. Mr. Pradit Sawattananond Director

Note * Ms. Tehsin Chiu resigned from Compensation committee on 23 March
2005

Scope of duties and responsibilities of the Compensation Committee

Compensation Committee is responsible for considering and approving the
compensation of the Company’s top management.

9.1.4 Risk Management Committee

On 11 November 2004, the Company’s Board of Directors approved a new
structure of the Risk Management Committee which consisted of the
following 15 members:

1. Mr. Chen Pin-Cheng Chief Operating Officer

2. Ms.Bee Leng Ooi Managing Director

3. Mrs.Suchada Sodthibhapkul Managing Director

4. Mr.Supon Tien-Iam-Arnan Senior Executive Vice President, Investment
Banking Department

5. Ms.Saranya Larksuktom Executive Vice President,Operation & Securities
Registrar Department

6. Mr.Tuan-Wen Wu Senior Vice President, Equity Derivatives Department

7. Mr.Tanavatt Bhanitkasem Senior Vice President, Proprietary Trading
Department

8. Mr.Kittipong Eakrangsun Senior Vice President, Fixed Income
Department

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

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

11. Ms.Kitiwan Thunnom Senior Vice President, Finance & Accounting
Department

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

13. Mr.Apiwan Manasrisuriyan Senior Vice President, Legal & Debt
Recovering Division

14. Ms.Apaporn Vorapun Vice President, Internal Audit & Compliance
Department

15. Mr.Natachai Boonyaprapatsara Assistant Vice President, Risk
Management Division

Scope of duties and responsibilities of the Risk Management Committee

1)  Implement risk policies and risk architecture.

2)  Approve risk budgeting and risk limits to all Business Units.

3)  Approve new product programs, which specify the product
    characteristic, the risk control, and the work flow.

4)  Monitor all risks and exposures within risk framework.

5)  Monitor credit profiles, credit quality, collateral, and
    counter-party risk for operation.

6)  Origination Pricing – assign to Investment Banking sub committee.

7)  Grant credit limits to Business Units.

8)  Establish and maintain internal control discipline.

9)  Monitor local market risk, liquidity risk and funding.

10) Monitor IT security and operations.

11) Other matters as deemed necessary by the committee.

However, to avoid violation of Chinese wall or for greater efficiency,
the company’s Board of Directors also established 3 sub-committees under
the Risk Management Committee as follows:-

a) Credit Risk Sub-committee consisted of the following 12 members:

1. Mr. Chen Pin-Cheng Chief Operating Officer

2. Mrs. Suchada Sodthibhapkul Managing Director

3. Mr.Somchai Siripaiboolpong Executive Vice President, Equity Sale

4. Mr.Preecha Leelasithorn Executive Vice President, Equity Sale

5. Mr.Nakorn Kolsrichai Executive Vice President, Equity Sale

6. Ms.Saranya Larksukthom Executive Vice President, Operation &
Securities Registrar Department

7. Ms.Tasamol Witayanuruksul Executive Vice President, Equity Sale

8. Mr.Adisak Supanuruk Senior Vice President, Equity Sale

9. Mr.Hua-Feng Chang Senior Vice President, Equity Sale

10. Ms.Apaporn Vorapun Vice President, Internal Audit & Compliance
Department

11. Ms.Kitiwan Thunnom Senior Vice President, Finance & Accounting
Department

12. Mr.Natachai Boonyaprapatsara Assistant Vice President, Risk
Management Division

Scope of duties and responsibilities of Credit Risk Sub-committee

1. To approve credit policy; collateral evaluation and management
guidelines and others.

2. To approve account opening policy.

3. To list the qualified securities for credit balance and Stock
Borrowing and Lending

4. To deliberate on contents of any agreement made with clients or
counter-parties.

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

1. Mr. Chen Pin-Cheng Chief Operating Officer

2. Ms. Bee Leng Ooi Managing Director

3. Mr. Supon Tien-Iam-Arnan Senior Executive Vice President, Investment
Banking Department

4. Ms. Kitiwan Thunnom Senior Vice President, Finance & Accounting
Department

5. Mr.Natachai Boonyaprapatsara Assistant Vice President, Risk
Management Division

Investment Banking Sub-committee is responsible for approving
underwriting deals and other investment banking businesses.

c) IT Security Sub-Committee consisted of the following 6 members:

1.  Mr.Chen Pin-Cheng Chief Operating Officer

2.  Ms.Bee Leng Ooi Managing Director

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

4.  Mrs.Apaporn Vorapun Vice President, Internal Audit & Compliance
    Department

5.  Ms.Kitiwan Thunnom Senior Vice President, Finance and Accounting
    Department

6.  Mr.Natachai Boonyaprapatsara Assistant Vice President, Risk
    Management Division

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

9.1.5 Debt Recovery Committee

Debt Recovery Committee consisted of the following 5 members:

1. Mr. Chen Pin-Cheng Chief Operating Officer

2. Ms. Bee Leng Ooi Managing Director

3. Mrs.Suchada Sodthibhapkul Managing Director

4. Ms. Saranya Larksukthom Executive Vice President, Operation &
Securities Registrar Department

5. Mr. Apiwan Manasrisuriyan Senior Vice President, Legal & Debt
Recovery Division

The Committee’s responsibilities are as follows:

1. To review periodically the progress of debt recovery.

2. To set guidelines and criteria for restructuring of bad debts.

3. To approve settlements with debtors.

4. To monitor and approve management/sale of real estate portfolio.

9.1.6 Purchasing Committee

The Purchasing Committee consisted of the following 4 members:

1. Ms. Kitiwan Thunnom Senior Vice President, Finance & Accounting
Department

2. Ms. Apaporn Vorapun Vice President, Internal Audit & Compliance
Department

3. Mr. Sakchai Lerthurakitsakul Senior Vice President, Information
Technology Department

4. Mrs. Suchada Wongrak Vice President, Corporate Services Department

The Committee’s responsibilities are as follows:

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

2. To supervise negotiations with vendors.

3. To select suppliers and vendors.

9.1.7 Human Resource Committee

The Human Resource Committee consisted of the following 4 members:

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

2. Ms. Bee Leng Ooi Managing Director

3. Mrs. Suchada Sodthibhapkul Managing Director

4. Mrs. Kobkarn Cholchanupatumpa Executive Vice President, Human
Resources Department

Scope of duties and responsibilities of the Human Resource Committee

1. To review and approve HR related policies; and

2. To review and approve promotions.

9.1.8 Disciplinary Committee

Disciplinary Committee consisted of the following 3 members:

1. Mrs. Kobkarn Cholchanupatumpa Executive Vice President, Human
Resources Department

2. Ms. Apaporn Vorapun Vice President, Internal Audit & Compliance
Department

3. The Department Head of the person being charged.

Scope of duties and responsibilities of the Disciplinary Committee

Disciplinary Committee is responsible for investigating into alleged
misconduct and suggesting the penalty for any individual who violates
SEC/SET regulations, and the Company’s policies.

9.1.9 Welfare Committee

Welfare Committee consisted of the following 7 members:

1. Ms.Saranya Larksukthom Executive Vice President, Operation &
Securities Registrar Department

2. Mrs.Thammarong Suwantemee Senior Vice President, COO Office

3. Mrs.Songsri Chawengsataporn Senior Vice President, Equity Sale

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

5. Mr.Tanavatt Bhanijkasem Senior Vice President, Proprietary Trading
Department

6. Mrs.Pimchai Fueng-Aromya Vice President, Human Resources Department

7. Ms.Suchada Detsongjarus Assistant Vice President, Equity Sale

Scope of duties and responsibilities of the Welfare Committee:

1. To join and cooperate with the employer in providing the necessary
welfare for the employees.

2. To give advice and recommendations, as well as propose ideas, on ways
for the employer to provide for the employees.

3. To check, control, and supervise the provision of the welfare
extended to the employees by the employer.

4. To propose ideas and guidelines on providing useful welfare for the
employees to the “Labor Welfare Committee.”

10. Health and Environment Committee

Health and Environment Committee consisted of the following 12 members:

1. Mrs.Suchada Wongrak Vice President, Corporate Services

2. Mr.Sakchai Lerthurakitsakul Senior Vice President, Information
Technology Department

3. Mr.Adisorn Morakotamporn Assistant Vice President, Internal Audit &
Compliance Department

4. Mr.Surachet Amnuaywitayagul Manager, Legal & Debt Recovery Division

5. Ms.Orn-pailin Leeveerasuwan Manager, Equity Sales

6. Mr.Kasidid Tarkultrepap Manager, Operation & Securities Registrar
Department

7. Mr.Korawit Viesuwan Deputy Manager, Equity Sales

8. Mr.Sittipong Suksamran Officer, Corporate Services

9. Mr.Samphan Kaewprapak Assistant Manager, Corporate Services

10. Ms.Sathida Santinawin Assistant Manager, Equity Sales

11. Ms.Onusa Maieiam Assistant Manager, COO Office

12. Mr.Panya Thamthong Officer, Corporate Services

Scope of duties and responsibilities of Health and Environment Committee

To prepare for the Company and its employees a safe working environment,
and to prevent and reduce the occurrence of accidents and the suffering
of injury due to unsafe working conditions.

Management

Company’s management consisted of the following 13 members:

+---+------------------------+-----------------------------------------+
|   | Name                   | Title                                   |
+---+------------------------+-----------------------------------------+
| 1 | Mr. Wisit Wongpaisan   | President                               |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 2 | Mr. Chen Pin-Cheng     | Chief Operating Officer                 |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 3 | Ms. Bee Leng Ooi       | Managing Director                       |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 4 | Mrs. Suchada           | Managing Director                       |
| . | Sodthibhapkul          |                                         |
+---+------------------------+-----------------------------------------+
| 5 | Mr. Supon              | Senior Executive Vice President         |
| . | Tien-Iam-Arnan         |                                         |
+---+------------------------+-----------------------------------------+
| 6 | Mrs. Kobkarn           |   Executive Vice President              |
| . | Cholchanupatumpa       |                                         |
+---+------------------------+-----------------------------------------+
| 7 | Ms. Saranya Larksuktom |   Executive Vice President              |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 8 | Mr. Preecha            |   Executive Vice President              |
| . | Leelasithorn           |                                         |
+---+------------------------+-----------------------------------------+
| 9 | Mr. Nakorn Kolsrichai  |   Executive Vice President              |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Mr. Somchai            |   Executive Vice President              |
| 0 | Siripaiboonpong        |                                         |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Ms.Tasamol             |   Executive Vice President              |
| 1 | Witayaruksul           |                                         |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Mr. Patipat            |   Executive Vice President              |
| 2 | Pattaphongse           |                                         |
| . |                        |                                         |
+---+------------------------+-----------------------------------------+
| 1 | Ms. Kitiwan Thunnom    |   Senior Vice President, Finance &      |
| 3 |                        |   Accounting Department                 |
+---+------------------------+-----------------------------------------+

9.2 Selection of Directors & Executives

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

As of 31 March 2005, the Company’s Directors from the KGI Group, a party
related to the major shareholder, were as follows: 1) Mr. Angelo John
Ynn Koo, 2) Mr. Kin Pun Wa, 3) Mr. Paul Wai Kai Wong, 4) Mr. Tuan-Wen Wu
and 5) Mr.Min-Fu Chuang.

Election of Directors shall be made by the shareholders' meeting with
the following procedure and rules;

  a) Each shareholder shall have one vote for each share;

  b) Each shareholders shall exercise all votes applicable under (a) in
  appointing one or more person to be a Director, provided that any of
  the vote shall not be divisible; and

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

9.3 Remuneration of Directors

(a) Directors’ remuneration

KGI paid directors’ remuneration only to non-executive Directors and
Audit Committee, In 2004, remuneration for 8 directors was Baht
11.78million which consisted of:

-   Directors’ bonus for the year 2003 of Baht 9.10million

-   Audit Committee’s bonus for the year 2003 of Baht 1.80million

-   Directors’ meeting allowance for the year 2004 of Baht 0.40million

-   Audit Committee’s meeting allowance for the year 2004 of Baht
    0.48million.

Details of Directors’ remuneration for each director are as follows:

+----------------+---------+---------+--------+----------+---------+
|                | Cash    |         |        |          |         |
|                | Remun   |         |        |          |         |
|                | eration |         |        |          |         |
|                | (Unit : |         |        |          |         |
|                | Baht)   |         |        |          |         |
+----------------+---------+---------+--------+----------+---------+
| Name           | Dir     | Audit   | Dire   | Audit    | Total   |
|                | ectors’ |         | ctors’ |          | Cash    |
|                | Bonus   | Comm    | All    | Co       | Remun   |
|                |         | ittee’s | owance | mmittee’ | eration |
|                |         | Bonus   |        | s        |         |
|                |         |         |        | A        |         |
|                |         |         |        | llowance |         |
+----------------+---------+---------+--------+----------+---------+
|                | 2003    | 2003    | 2004   | 2004     |         |
+----------------+---------+---------+--------+----------+---------+
| 1. Mr.Angelo   | 3,      | -       | -      | -        | 3,      |
| John Ynn Koo   | 500,000 |         |        |          | 500,000 |
+----------------+---------+---------+--------+----------+---------+
| 2. Mr.Kin Wa   | 800,000 | -       | -      | -        | 800,000 |
| Pun            |         |         |        |          |         |
+----------------+---------+---------+--------+----------+---------+
| 3. Mr.Paul Wai | 800,000 | -       | -      | -        | 800,000 |
| Kai Wong       |         |         |        |          |         |
+----------------+---------+---------+--------+----------+---------+
| 4. Mr.Tehsin   | 800,000 | -       | -      | -        | 800,000 |
| Chiu*          |         |         |        |          |         |
+----------------+---------+---------+--------+----------+---------+
| 5.             | 800,000 | -       | -      | -        | 800,000 |
| Mrs.Hsiu-Ying  |         |         |        |          |         |
| Chiu**         |         |         |        |          |         |
+----------------+---------+---------+--------+----------+---------+
| 6. Dr.Pisit    | 800,000 | 1,      | 2      | 240,000  | 2,      |
| Leeahtam       |         | 000,000 | 20,000 |          | 260,000 |
+----------------+---------+---------+--------+----------+---------+
| 7. Mr.Pradit   | 800,000 | 400,000 | 1      | 120,000  | 1,      |
| Sawattananond  |         |         | 20,000 |          | 440,000 |
+----------------+---------+---------+--------+----------+---------+
| 8. Mr.Don      | 800,000 | 400,000 | 60,000 | 120,000  | 1,      |
| Bhasavanich    |         |         |        |          | 380,000 |
+----------------+---------+---------+--------+----------+---------+
| Total          | 9,      | 1,      | 4      | 480,000  | 11,     |
|                | 100,000 | 800,000 | 00,000 |          | 780,000 |
+----------------+---------+---------+--------+----------+---------+

Note: The remuneration of Executive Directors who received salaries are
disclosed separately under

Management’s remuneration.

* Mr.Tehsin Chiu had resigned in March 2005

** Mrs.Hsiu-Ying Chiu had resigned in October 2003.

(b) Management’s remuneration

In 2004, remuneration for 16 Executives (including those who left during
the year) will not exceed Baht 131,022,337. This would include
Baht52,001,377 in salaries, Baht 76,806,048 in other remuneration, and
Baht2,214,912 in provident funds. However, this excluded Senior Vice
President of Finance and Accounting Department’s compensation.

9.4 Practical guidelines on good corporate governance

The Company’s Board of Directors believes that good corporate governance
will benefit the Company, improving the quality of management and
encouraging long term growth. A transparent operating policy will ensure
fair and equal treatment for shareholders, clients, suppliers, related
parties, and employees, will enhance and stabilize the Company’s
returns. Therefore, the Company policy is to comply with the 15
principles of good corporate governance of the Stock Exchange of
Thailand, as follows:

Principle 1: Policy on corporate governance

-   The Company will ensure that all shareholders will be treated
    equally and will arrange the shareholders’ meetings in a way that
    ensures all shareholders will be able to participate.

-   The Company will give consideration to stakeholders of the Company
    including shareholders, clients, suppliers, creditors, management,
    employees, the state and the communities in which the company
    operates.

-   The Company will set the roles, duties and responsibilities of the
    Management in a clear, accurate and appropriate way. The Board will
    set up sub-committees to help it study various issues in detail as
    necessary.

-   The Company will set the schedule of Board of Directors’ Meetings in
    advance and will provide minutes covering all important issues.

-   The Company will disclose all important information accurately,
    transparently and at the appropriate time.

-   The Company has set up an internal audit division, and a risk
    management division to manage and control risks.

-   The Company will ensure that the Board of Directors, Management, and
    employees understand and perform in accordance with the Company’s
    code of conduct and good corporate governance guidelines.

Principle 2 Shareholders rights and equitable treatment

The Company recognizes the importance of shareholder’s rights and their
entitlement to receive equitable treatment. The Company provides
opportunities for studying and understanding information about the
Company. The Company will ensure that Shareholders receive all necessary
information in a timely manner. The Company will allocate appropriate
time and equal opportunities for all shareholders to express their
opinions and raise any questions at shareholder meetings, according to
the agenda and the issues presented to the meetings.

Principle 3 Various groups of stakeholders

The Company gives importance to stakeholders’ rights and interests. The
Stakeholders of the Company include shareholders, clients, suppliers,
creditors, management, employees, state agencies and related agencies,
and the society and community in which the Company operates. The Company
believes that a good relationship between the Company and its
stakeholders will help the Company to succeed in the long run. The
Company’s policies regarding treatment of various group of stakeholders
are as follows:

(1) Shareholders

  The Company shall treat all shareholders equally and attempt to
  provide a return on investment which is sufficient and fair.

(2) Clients

  The Company ensures that client information is kept confidential. The
  Company has arranged several seminars to educate our clients.
  Additionally, the Company provides channels, such as phone and e-mail
  to receive clients’ complaints and comments. The Company will deal
  with complaints promptly, accurately and fairly.

(3) Employees

  In the competitive environment of business, the Company values its
  human resources and regards them as important human capital. The
  Company also gives high priority to developing and strengthening the
  efficiency of our employees. This should improve their performance and
  the efficiency of the organization. The Company organizes training
  programs to educate our employees.

(4) Government, state agencies and related agencies

The Company shall comply with government policies, laws, related rules
and regulations.

(5) Society and Community

The Company contributed to and supported several projects in 2004 as
follows:

-   The Company has a project to educate students in universities by
    providing our staff as lecturers on financial products, securities
    business and investment. In 2004, the Company helped to educate
    students at Srinakharinwirot University, Rajabhat University
    Valaya-Alongkorn, and Thai Chamber of Commerce University.

-   The Company cooperated with the Thai Investors Association to
    welcome students in the New Investor Program. The Company showed the
    students the trading room, staff working environment and
    demonstrated how to place orders, etc.

-   The Company donated money to help communities.

(6) Suppliers

  The Company will treat all suppliers fairly and transparently. The
  Company has reviewed purchasing procedures and systems to ensure they
  are appropriate.

(7) Creditors

  The Company shall comply with contract terms and conditions and treat
  creditors fairly.

(8) Competitors

  The Company shall not take unfair advantage of its competitors, and
  will treat them professionally.

Principle 4 Shareholders meeting

In 2004, the Company held an annual general meeting of shareholders on
29 April 2004 at 2 p.m., at Montien Hotel, Surawongse Road, Bangkok. The
procedures were:

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

2)  The Company informed all shareholders regarding the meeting
    procedures;

3)  6 Directors and 2 Independent Directors were present at the meeting
    in order to answer questions from shareholders; and

4)  The Chairman of the Meeting allowed all shareholders to ask
    questions and express their opinions.

Principle 5: Leadership and vision

The Company’s Board of Directors helps to set the Company’s strategies
and goals. They also supervise the Company’s operations to ensure that
the management operates the business effectively, and according to plan.
Management presents the performance and plans of each business unit at
Board Meetings.

Principle 6: Conflict of interest

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

Principle 7: Business ethics

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

The Board of directors’ meeting no. 2/2003 dated March 6, 2003
acknowledged the Company’s policy on “Inside Information Trading”, as
follows:

1)  No director or member of Management may purchase or sell KGI
    securities in such a way as to take advantage of other persons by
    using information likely to cause a material change in the price of
    securities which has not yet been disclosed to the public.

2)  Director and Management may not purchase or sell KGI securities for
    one month prior to the dead line to submit financial statements to
    the SEC, and they may not purchase or sell KGI securities until 1
    day after the results have been disclosed to the public.

3)  After a director or member of Management purchases or sells KGI
    securities, he/she must report his/her change in securities holding
    according to section 59 of the Securities and Exchange Act B.E. 2535

Principle 8: Balance of power for non-executive directors

As of 31 March 2005, The Board of Directors consisted of 12 people; 4
were executive directors, 5 were representatives from the major
shareholder, and 3 were independent directors, accounting for 25% of the
board. Four directors have attended director training programs of the
Thai Institute of Directors (“IOD”), as follows:

+------------------------+---------------+--------------+-------------+
| Name                   | R             | Directors    | Independent |
|                        | epresentative | who attended | Directors   |
| (As of 31 March 2005)  | Directors     | IOD Program  | ^(/1)       |
|                        | from          |              |             |
|                        | Shareholders  |              |             |
+------------------------+---------------+--------------+-------------+
| Mr. Angelo John Ynn    |              | -            | -           |
| Koo                    |               |              |             |
+------------------------+---------------+--------------+-------------+
| Mr. Wisit Wongpaisan   | -             | -            | -           |
+------------------------+---------------+--------------+-------------+
| Mr. Chen Pin-Cheng     | -             | DCP 21/2002  | -           |
+------------------------+---------------+--------------+-------------+
| Dr. Pisit Leeahtam     | -             | DCP 18/2002  |            |
+------------------------+---------------+--------------+-------------+
| Dr. Don Bhasavanich    | -             | -            |            |
+------------------------+---------------+--------------+-------------+
| Mr. Pradit             | -             | DCP48/2004,  |            |
| Sawattananond          |               | DAP19/2004   |             |
+------------------------+---------------+--------------+-------------+
| Ms. Bee Leng Ooi       | -             | -            | -           |
+------------------------+---------------+--------------+-------------+
| Mrs. Suchada           | -             | DCP38/2003   | -           |
| Sodthibhapkul          |               |              |             |
+------------------------+---------------+--------------+-------------+
| Mr. Kin Wa Pun         |              | -            | -           |
+------------------------+---------------+--------------+-------------+
| Mr. Paul Wai Kai Wong  |              | -            | -           |
+------------------------+---------------+--------------+-------------+
| Mr. Tuan-Wen Wu        |              | -            | -           |
+------------------------+---------------+--------------+-------------+
| Mr. Min-Fu Chuang      |              | -            | -           |
+------------------------+---------------+--------------+-------------+

Principle 9: Aggregation or segregation of positions

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

Principle 10: Remuneration of directors and the management

The Company has specified directors’ and management’s remuneration
clearly and with transparency. The remuneration of directors will be
comparable with similar businesses and will be appealing enough to
attract and retain quality directors. Moreover, directors’ remuneration
must be approved by a shareholders’ meeting.

The Company has set up the Compensation Committee, comprising of
independent director and non-executive directors, in order to consider
the compensation of the Company’s top management in an unbiased manner.
The compensation of the Company’s top management and Directors’
remuneration are disclosed in Form 56-1.

Principle 11: Board of Directors’ meeting

The Company’s policy is to arrange a board of directors’ meeting at
least once every 3 months. Notice of the meeting will be sent to the
Board of Directors 7 days prior to the meeting. The Company also keeps
proper minutes of each meeting in writing. In 2004, 5 board of
directors’ meetings were held.

Principle 12: Committees

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

Principle 13: Internal audit control system and risk management

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

Principle 14: Directors’ Reporting

The Board of Directors has to approve the financial reports, Annual
Registration Statement (form 56-1) and annual reports for filing with
SEC and for presenting to the Shareholders’ meeting. The Board has to
ensure that the financial statements shows complete and correct
information regarding the financial status and cash flow of the Company
and its subsidiaries.

The Board has appointed an Audit Committee, comprising Independent
Directors, to ensure that the financial statements comply with the
generally accepted accounting standards and disclose all necessary
information in an accurate manner. The Directors have also ensured that
the Company provides reports on its internal control system to the
Auditor and the Audit Committee at least once a year.

Principle 15: Disclosure and relations with investors

The Company discloses information transparently, correctly, and
completely so that investors and related parties will receive
information accurately, transparently and in a timely manner. The
Company has set up an Investor Relations Division to be the
representative of the Company which can be contacted by institutional
investors, analysts and other investors.

Contact person : Mr.Mark Hodge

Tel No.: 02-231-1111 ext.175

9.5 Prevention of the misuse of insider information by Executives

The Board of Directors has set up a policy to prevent the misuse of
inside information by prohibiting directors and managers from purchasing
or selling KGI shares and warrants for one month prior to the disclosure
of financial statements to the public until 1 day after the disclosure.
In the case where directors or managers purchase or sell KGI shares and
warrants, they must report the transaction to the SEC in accordance with
Section 59 of Securities and Exchange Act. The punishment for those who
do not follow the rules and regulations will be considered by
Disciplinary Committee.

The company has rules and regulations for staffs relating to securities
trading including rules on prohibition of use of inside information. For
example, internal audit department has designated Research List, Grey
List and Restricted List for staffs in departments which deal with
inside information.

9.6 Personnel

Number of employees

As of 31 December 2004, the Company had a total of 531 employees,
divided as follows:

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

  Management*                                   12

  Equities Brokering Business                   360

  Non Equity Business                           36

  Back Office                                   71

  Supporting Office                             44

  Audit and Compliance                          8

  Total                                         531
  --------------------------------------------- -------------------------

  Note: In year 2004, number of employees increased by 44 persons

* Management is defined as persons holding titles from Executive Vice
President and above

Labor force cases in the past three years

During the second quarter of 2001, a group of former management and
employees of the Company filed a petition with the Office of the Labor
Relations Committee, the Ministry of Labor and Social Welfare stating
that they had been unfairly dismissed from employment and claiming
compensation for termination of employment, and filed petitions to
Central Labor Court claiming compensation, total amounting to
approximately Baht 17.88 million. Details of progress in labor cases
were as follows;

-   The Labor Relations Committee determined that the Company must
    compensate one employee an amount of Baht 603,336, and the Company
    had appealed the decision to the Supreme Court. The Supreme Court
    had a judgment to deny the appeal and ordered the Company to pay the
    compensation including interest followed the Labor Relations
    Committee’s decision. The Company had already paid all the
    compensation including interest on 15 September 2004.

-   The petitions of the remaining management were dismissed by the
    Labor Relations Committee. However, the former management had filed
    petitions to reverse this decision and claim compensation and
    contributory entitlements from the provident fund amounting to
    approximately Baht 3.7 million. In June 2003, the former management
    of the Company entered into the debt composition agreement with the
    Company under the Central Labor Court. The Labor Relations Committee
    determined that the Company must compensate an amount of Baht 1.8
    million

-   In 2002 the Central Labor Court dismissed the petitions of a group
    of employees and this group of employees appealed the decision of
    the Central Labor Court to the Supreme Court. In July 2003, the
    Supreme Court reversed the decision which the Central Labor Court
    reached against the group of former employees in 2002, ordering the
    Company to pay compensation to these employees totaling Baht
    889,718.58. The Company had already paid the compensation on 25 July
    2003.

Total compensation and type of compensation of employees

From 1 January 2004 to 31 December 2004, total compensation paid to
employees was Baht564.18 million as recorded in the Company’s financial
statements. This amount consisted of Baht240.09 million in salaries,
Baht282.79 million in bonuses and commissions paid to marketing
officers, and Baht9.61 million in the Company’s contribution in
provident fund, with the remainder paid as other types of compensation.

Employee Development Policy

To remain competitive, the Company gives priority to training and
developing its employees. Training programs are launched not only to
educate employees on job-related matters but also to provide valuable
skills that they might be able to use in the future.