PART 2

MANAGEMENT AND CORPORATE GOVERNANCE

7. Company information and Shareholders

7.1 Registered Capital and Paid up Capital

As of 31^(st) December 2014, the Company had total registered capital and paid-up capital of Baht 1,991,763,130 (1,991,763,130 shares with par value of Baht 1.00 per share). The Company listed on the Stock Exchange of Thailand as “KGI”. 

7.2 The Company’s shareholders

Major Shareholders

RICHPOINT COMPANY LIMITED (Registered in British Virgin Islands), is the
Company’s major shareholder, owning approximately 35% of the Company’s
shares as of 14^(th) March 2014 (the registration close book date). The
top ten shareholders are as follows:

  ---- ---------------------------------------------- --------------- ---------
       List of Shareholders As of 14^(th) March 2014  No. of share    %

  1    RICHPOINT COMPANY LIMITED*                     696,614,400     34.97%

  2    Thai NVDR Company Limited                      198,797,895     9.98%

  3    Mr. Songsak Jitjeujun                          28,937,000      1.45%

  4    EAST FOURTEEN LIMITED-DIMENSIONAL EMER MKTS    19,837,300      1.00%
       VALUE FD                                                       

  5    Mr.Dusit Supaniratsai                          14,753,900      0.74%

  6    Mr. Kanok Tungjairakkandee                     10,231,000      0.51%

  7    EAST FOURTEEN LIMITED-EMERGING MARKETS SMALL   9,781,400       0.49%
       CAP SERIES                                                     

  8    NORTRUST NOMINEES LIMITED-NT0 SEC LENDING      8,320,200       0.42%
       THAILAND                                                       

  9    Mrs. Charoenwan Jitjeujun                      7,010,000       0.35%

  10   Mr. Komsan Thammapiwan                         6,835,575       0.34%

       Others                                         990,644,460     49.74%

       Total                                          1,991,763,130   100.00%
  ---- ---------------------------------------------- --------------- ---------

Note * RICHPOINT COMPANY LIMITED – 100% owned by KGI Securities Company
Limited, Taiwan. KGI Securities Company Limited, is a market leading
securities company, providing services in a range of areas including
brokerage, proprietary trading, underwriting, fixed income, and a
variety of derivatives.

3.  Other Issue of Securities

As os 31^(st) December 2014, no convertible securities or warrant or
debentures are issued by the Company.

Note: The Company is the first securities company to launch Derivative
Warrants (“DW”) since 2009. In 2014, the Company launched 205 DWs. (see
Other information as an issuer of Derivative Warrants in no.6.2)

(Derivative Warrants (“DW”), are financial instruments that the issuers
give rights to the buyers to buy the underlying securities in the future
at a pre-determined price, quantity and period as specified by the
issuers. A DW issuer is a third party, which is not a listed company
issuing the underlying securities.)

4.  Dividend Policy

The Company’s dividend policy (pay to shareholders)

The Company’s dividend policy is “Any dividend payment will be
considered by the Board of Directors and, if approved, be proposed to
the shareholders, on a case by case basis, and will take into account
prevailing business conditions, outlook, investment opportunities, and
other relevant factors.”

In 2014, the Company had separate financial statements profits of Baht
733 million and separate financial statements earnings per share of Baht
0.37. The Company has thoroughly considered the prevailing business
conditions, outlook, investment opportunities, and other relevant
factors. The Company has sufficient cash flow to pay a dividend from the
2014 operating results of Baht 0.365 per share which is in-line with the
Company’s dividend policy. The proposed dividend is equivalent to a
payout ratio of 99% of separate financial statements profits and amounts
to approximately Baht 727 million. The proposed dividend will be paid on
7^(th) May 2015 after obtaining approval from the Annual General
Shareholders Meeting No. 1/2015.

5-Year Dividend Payment History

+---------------------------------+------+------+------+------+------+
| Separate financial statements   | 2013 | 2012 | 2011 | 2010 | 2009 |
+---------------------------------+------+------+------+------+------+
| Earnings per share (Baht per    | 0    | 0    | 0    | 0    | 0    |
| share)                          | .363 | .232 | .278 | .404 | .124 |
+---------------------------------+------+------+------+------+------+
| Dividend per share (Baht per    | 0    | 0    | 0    | 0    | 0    |
| share)                          | .360 | .230 | .250 | .330 | .100 |
+---------------------------------+------+------+------+------+------+
| Dividend payout ratio           | 99%  | 99%  | 90%  | 82%  | 81%  |
|                                 |      |      |      |      |      |
| (% of separate financial        |      |      |      |      |      |
| statements profits)             |      |      |      |      |      |
+---------------------------------+------+------+------+------+------+

The Subsidiary’s dividend policy (pay to the Company)

For our subsidiary’s dividend policy, the subsidiary’s board will
recommend and propose the appropriate dividend to the subsidiary’s
shareholders by looking at the profit of the subsidiary company and
available investment opportunities.

8. Management Structure

Directors and executives are performing their duties for the best
interest for the Company and shareholders.

The Board is comprised of 12 directors, each director has various
qualifications, skills, experience, and expertise that are useful to the
Company. The Company has considered an appropriate Board Structure and
balanced their responsibilities as follows:

1.  The Chairman of the Board of Directors is not the same person as the
    Chief Operating Officer, in order to achieve a balance of power.

2.  There are 4 independent directors which are 1/3 of all directors,
    following the SEC’s regulations

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

4.  The Company has Audit Committee, which was composed of 3 Independent
    Directors. The Committee performed its duties as the SET’s
    regulations and to perform any other act as assigned by the Board of
    Directors. All 3 have adequate expertise and experience to review
    the creditability of the Company’s financial reports.

5.  The Company has the Company Secretary to provide regulatory advice
    to the Board, and monitors compliance to the Board’s resolutions and
    Shraeholders’ resolution.

 

8.1 Board of Directors

As of 31^(st) December 2014, the Company’s Board of Directors consisted
of the following 12 members; in 2014, the Company had 6 Board of
Directors’ meetings; details of attendance of each director are as
follows:

+--------------------+-------------------+-------+--------+----------+
| Name               | Position          | Board |        |          |
|                    |                   | me    |        |          |
|                    |                   | eting |        |          |
+--------------------+-------------------+-------+--------+----------+
|                    |                   | Total | Atte   | Reason   |
|                    |                   | me    | ndance | for      |
|                    |                   | eting | Record | absence  |
+--------------------+-------------------+-------+--------+----------+
| 1. Mr. Foong Hock  | -Chairman         | 6     | 6      | -        |
| Meng               |                   |       |        |          |
+--------------------+-------------------+-------+--------+----------+
| 2. Dr. Pisit       | -Vice Chairman    | 6     | 5      | Urgent   |
| Leeahtam           |                   |       |        | meeting  |
|                    | -Independent      |       |        | abroad   |
|                    | Director          |       |        |          |
|                    |                   |       |        |          |
|                    | -Audit Committee  |       |        |          |
|                    | Chairman          |       |        |          |
|                    |                   |       |        |          |
|                    | -Nomination       |       |        |          |
|                    | Committee         |       |        |          |
|                    | Chairman          |       |        |          |
+--------------------+-------------------+-------+--------+----------+
| 3. Dr. Don         | -Director         | 6     | 6      | -        |
| Bhasavanich        |                   |       |        |          |
|                    | -Independent      |       |        |          |
|                    | Director          |       |        |          |
|                    |                   |       |        |          |
|                    | -Audit Committee  |       |        |          |
+--------------------+-------------------+-------+--------+----------+
| 4. Mr. Pradit      | -Director         | 6     | 6      | -        |
| Sawattananond      |                   |       |        |          |
|                    | -Independent      |       |        |          |
|                    | Director          |       |        |          |
|                    |                   |       |        |          |
|                    | -Audit Committee  |       |        |          |
|                    |                   |       |        |          |
|                    | -Compensation     |       |        |          |
|                    | Committee         |       |        |          |
|                    |                   |       |        |          |
|                    | - Nomination      |       |        |          |
|                    | Committee         |       |        |          |
|                    |                   |       |        |          |
|                    | - ESOP Committee  |       |        |          |
+--------------------+-------------------+-------+--------+----------+
| 5. Mr. Picharn     | -Director         | 6     | 6      | -        |
| Kullavanijaya      |                   |       |        |          |
|                    | -Independent      |       | (1     |          |
|                    | Director          |       | att    |          |
|                    |                   |       | ending |          |
|                    |                   |       | by     |          |
|                    |                   |       | phone) |          |
+--------------------+-------------------+-------+--------+----------+
| 6.Mr. Wei Chang    | -Director         | 6     | 6      | -        |
| Fang               |                   |       |        |          |
|                    | -Risk Management  |       |        |          |
|                    | Committee         |       |        |          |
|                    | Chairman          |       |        |          |
|                    |                   |       |        |          |
|                    | -Debt Recovery    |       |        |          |
|                    | Committee         |       |        |          |
|                    | Chairman          |       |        |          |
|                    |                   |       |        |          |
|                    | -Human Resource   |       |        |          |
|                    | Committee         |       |        |          |
|                    | Chairman          |       |        |          |
|                    |                   |       |        |          |
|                    | -ESOP Committee   |       |        |          |
|                    | Chairman          |       |        |          |
+--------------------+-------------------+-------+--------+----------+
| 7. Ms. Bee Leng    | -Director         | 6     | 6      | -        |
| Ooi                |                   |       |        |          |
|                    | -Nomination       |       |        |          |
|                    | Committee         |       |        |          |
|                    |                   |       |        |          |
|                    | -Risk Management  |       |        |          |
|                    | Committee         |       |        |          |
|                    |                   |       |        |          |
|                    | -Human Resource   |       |        |          |
|                    | Committee         |       |        |          |
|                    |                   |       |        |          |
|                    | -ESOP Committee   |       |        |          |
+--------------------+-------------------+-------+--------+----------+
| 8. Ms. Suchada     | -Director         | 6     | 6      | -        |
| Sodthibhapkul      |                   |       |        |          |
|                    | -Executive        |       |        |          |
|                    | Director          |       |        |          |
|                    |                   |       |        |          |
|                    | -Risk Management  |       |        |          |
|                    | Committee         |       |        |          |
|                    |                   |       |        |          |
|                    | -Debt Recovery    |       |        |          |
|                    | Committee         |       |        |          |
|                    |                   |       |        |          |
|                    | -Human Resource   |       |        |          |
|                    | Committee         |       |        |          |
+--------------------+-------------------+-------+--------+----------+
| 9. Mr. Wisit       | -Director         | 6     | 6      | -        |
| Wongpaisan         |                   |       |        |          |
|                    | -Nomination       |       |        |          |
|                    | Committee         |       |        |          |
|                    |                   |       |        |          |
|                    | -Risk Management  |       |        |          |
|                    | Committee         |       |        |          |
+--------------------+-------------------+-------+--------+----------+
| 10. Mr. Chin-Lung  | -Director         | 6     | 6      | -        |
| Tseng              |                   |       |        |          |
|                    | -Compensation     |       |        |          |
|                    | Committee         |       |        |          |
|                    | Chairman          |       |        |          |
+--------------------+-------------------+-------+--------+----------+
| 11. Ms. Pi-Lin     | -Director         | 6     | 5      | Urgent   |
| Huang              |                   |       |        | meeting  |
|                    |                   |       |        | abroad   |
+--------------------+-------------------+-------+--------+----------+
| 12. Mr. Yen,       | -Director         | 6     | 4      | Urgent   |
| Chih-Chien         |                   |       |        | meeting  |
|                    |                   |       |        | abroad   |
+--------------------+-------------------+-------+--------+----------+

 Organization Chart

[]

8.2 Management

As of 31^(st) December 2014, Company’s Management (Definition of
management in accordance with notification of SEC) consisted of the
following 23 members:

+-----+------------------------+--------------------------------------+
| No. | Name                   | Title                                |
+-----+------------------------+--------------------------------------+
| 1.  | Mr. Wei Chang Fang     | Chief Operating Officer              |
+-----+------------------------+--------------------------------------+
| 2.  | Ms. Bee Leng Ooi       | Managing Director                    |
+-----+------------------------+--------------------------------------+
| 3.  | Ms. Suchada            | Executive Director                   |
|     | Sodthibhapkul *        |                                      |
+-----+------------------------+--------------------------------------+
| 4.  | Mr. Somchai            |   Senior Managing Director, Retail   |
|     | Kanjanapetcharat       |   Equity Business                    |
+-----+------------------------+--------------------------------------+
| 5.  | Mr. Suthep Rungsiam    |   Managing Director, Brokerage       |
|     |                        |   Business                           |
+-----+------------------------+--------------------------------------+
| 6.  | Ms. Jariya Posayajinda |   Managing Director, Proprietary     |
|     |                        |   Trading Department                 |
+-----+------------------------+--------------------------------------+
| 7.  | Mr. Apichart           |   Managing Director, Fixed Income    |
|     | Tungkiatsilp           |   Department                         |
+-----+------------------------+--------------------------------------+
| 8.  | Ms. Saranya            |   Senior Executive Vice President,   |
|     | Larksukthom            |   Operation Department               |
+-----+------------------------+--------------------------------------+
| 9.  | Mr. Somchai            |   Executive Vice President, Retail   |
|     | Siripaiboolpong        |   Equity Business                    |
+-----+------------------------+--------------------------------------+
| 10. | Ms. Songsri            |   Executive Vice President, Retail   |
|     | Chawengsataporn        |   Equity Business                    |
+-----+------------------------+--------------------------------------+
| 11. | Ms. Dutsanee Pamontip  |   Executive Vice President, Retail   |
|     |                        |   Equity Business                    |
+-----+------------------------+--------------------------------------+
| 12. | Ms. Warunlak           |   Executive Vice President, Retail   |
|     | Aiemmeechai            |   Equity Business                    |
+-----+------------------------+--------------------------------------+
| 13. | Mr. Viwat              |   Executive Vice President, Retail   |
|     | Charoenthangvitaya     |   Equity Business                    |
+-----+------------------------+--------------------------------------+
| 14. | Mr .Kamthorn           |   Executive Vice President, Retail   |
|     | Chinsakuljaroen        |   Equity Business                    |
+-----+------------------------+--------------------------------------+
| 15. | Mr. Hua-Feng Chang     |   Executive Vice President, Retail   |
|     |                        |   Equity Business                    |
+-----+------------------------+--------------------------------------+
| 16. | Ms. Patchpon           |   Executive Vice President,          |
|     | Sankaburanuruk         |   Investment Banking Department      |
+-----+------------------------+--------------------------------------+
| 17. | Mr. Jenvit             |   Executive Vice President, Equity   |
|     | Chinkulkitniwat        |   Derivatives Department             |
+-----+------------------------+--------------------------------------+
| 18. | Ms. Inchaya            |   Executive Vice President, Human    |
|     | Chatcherdsak           |   Resources Department               |
+-----+------------------------+--------------------------------------+
| 19. | Ms. Khunmira Thunnom   |   Executive Vice President, Finance  |
|     |                        |   & Accounting Department            |
+-----+------------------------+--------------------------------------+
| 20. | Ms. Acharee            |   Executive Vice President, Treasury |
|     | Turongsomboon          |   Department                         |
+-----+------------------------+--------------------------------------+
| 21. | Mr. Itphong            |   Executive Vice President, Research |
|     | Saengtubtim            |   Department                         |
+-----+------------------------+--------------------------------------+
| 22. | Ms. Nantarat           |   Executive Vice President, COO      |
|     | Surakkhaka             |   Office Support Department.         |
+-----+------------------------+--------------------------------------+
| 23. | Ms. Nongluk Ningsanond |   Executive Vice President, Company  |
|     |                        |   Secretary Office.                  |
+-----+------------------------+--------------------------------------+

Note: * Ms. Suchada Sodthibhapkul, Managing Director, has retired from
the Company effective on 1^(st) November 2014. However, Ms. Suchada
Sodthibhapkul will continue to be an Authorized Director of the Company.
And the Company approved the appointment of Ms. Suchada Sodthibhapkul,
as the Executive Director of the Company for period November 2014 -
October 2015 (under a Co-Management Contract pursuant to the SEC
Notification topic Approval of Co-Management Contract of Securities
Company No. OrThor/Nor 9/2541)

8.3 Company Secretary

The Board of Directors has approved the appointment of Ms. Nongluk
Ningsanond, as the Company Secretary since 6^(th) November 2012. Details
and Responsibilities of Company Secretary as attachment 1.

8.4 Compensation of Directors and Managements

The Company's compensation policy for directors and managements is
comparable to the industry standard, and takes into account various
factors including the experience, roles and responsibilities, and
contributions of each person. The compensation of directors requires
approval from the shareholders’ meeting. The board has delegated the
compensation of top management to the Compensation Committee for
approval.

8.4.1. Monetary Compensation

A) Monetary Compensation for Directors

Directors’ compensation consists of Monthly allowance, attendance
allowance and bonus. In 2014, the Company paid remuneration for
directors of Baht 23.56 millionม as follows:

[]

B) Monetary Compensation of Management

In 2014, the Company paid compensation including salary and bonus to 24
management (includes 1 management who resigned during the year and 1
management who retired during the year), amounting to Baht 167.17
million.

C) Monetary Compensation of Executive Director

The Company approved the appointment of Ms. Suchada Sodthibhapkul, as
the Executive Director of the Company for period November 2014 - October
2015 In 2014. In 2014, the Company paid compensation to

1 executive Director amounting to Baht 0.63 million.

8.4.2 Other Compensation

A) Other Compensation of Directors

In 2014, the company paid golf membership, car rental, gasoline, driver,
mobile phone, life/accident insurance fee expenses for directors,
amounting to Baht 3.24 million.

B) Other Compensation for Management

- Provident Fund

The Company has jointly established a provident fund. The Company
contributed to the fund monthly at the same rate of 5 percent of basic
salary. The funds will be paid to employees upon termination in
accordance with the rules of the fund. .

In 2014, the Company contributed to the fund of 24 managements (includes
1 management who resigned during the year and 1 management who retired
during the year), amounting to Baht 3.61 million.

- Welfare

The Company provides yearly health check-ups, good welfare for IPD and
OPD medical expenses for its employee. For IPD the welfare covers
employees’ families, spouse and children. In 2014, the Company paid
health welfare to 24 managements (includes 1 management who resigned
during the year and 1 management who retired during the year), amounting
to Baht 0.81 million.

- Others

In 2014, the company paid golf membership, car rental, gasoline, driver,
mobile phone, life/accident insurance fee expenses for 24 managements
(includes 1 management who resigned during the year and 1 management who
retired during the year), amounting to Baht 10.98 million.

C) Other Compensation for Executive Director

In 2014, the company paid car rental, gasoline, driver, mobile phone,
life/accident insurance fee expenses for 1 Executive Director amounting
to Baht 0.20 million.

8.5 Employees

As of 31^(st) December 2014, the Company had a total of 569 employees.
Total compensation paid to all employees in 2014 was Baht 726.25
million, which consisted of salary, overtime payment, cost of living
allowance, bonus and provident fund. Furthermore, One Asset Management
Limited, the Company’s subsidiary, had a total of 125 employees and also
paid same compensation of Baht 138.86 million to its employees. The
Company has no significant labor disputes in the last 3 years.

Total employees and compensation

+--------------------------------+----------+---------+-------+-------+
| Year 2014                      | Company  | ONEAM   | H     | KTHL  |
|                                |          | ^(/2)   | OLDCO | ^(/4) |
|                                |          |         | ^(/3) |       |
+--------------------------------+----------+---------+-------+-------+
| Management (person) ^(/1)      | 23       | 11      | -     | -     |
+--------------------------------+----------+---------+-------+-------+
| Total Business Unit employee   | 412      | 48      | -     | -     |
| (person)                       |          |         |       |       |
+--------------------------------+----------+---------+-------+-------+
| Risk Management Department     | 4        | 2       | -     | -     |
| employee (person)              |          |         |       |       |
+--------------------------------+----------+---------+-------+-------+
| Audit Department employee      | 7        | 5       | -     | -     |
| (person)                       |          |         |       |       |
+--------------------------------+----------+---------+-------+-------+
| Legal & Compliance Department  | 8        | 2       | -     | -     |
| employee (person)              |          |         |       |       |
+--------------------------------+----------+---------+-------+-------+
| Other supporting employee      | 115      | 57      | -     | -     |
| (person)                       |          |         |       |       |
+--------------------------------+----------+---------+-------+-------+
| Total (person)                 | 569      | 125     | -     | -     |
+--------------------------------+----------+---------+-------+-------+
| Number of employee in Head     | 437      | 125     | -     | -     |
| Office (person)                |          |         |       |       |
|                                | (From    | From    |       |       |
| (From total employee)          | total    | total   |       |       |
|                                | 569      | 125     |       |       |
|                                | persons) | p       |       |       |
|                                |          | ersons) |       |       |
+--------------------------------+----------+---------+-------+-------+
| Total compensation of employee | 726.25   | 138.86  | -     | -     |
| (Baht million)                 |          |         |       |       |
+--------------------------------+----------+---------+-------+-------+

Note

/1 The company defines management in accordance with notification of
SEC, which rank Executive Vice President and higher

/2 ONEAM: One Asset Management Limited, 99% owned by the Company.

/3 HOLDCO : KGI Securities (Thailand) International Holdings Limited ,
100% owned by the Company

/4 KTHL : KGI (Thailand) Holdings Limited, 100% owned by the Company

Policy on Development of Employees

The Company is aware that employees are the most valuable asset.
Therefore, the Company has a policy to enhance the development of its
employee as follows:

1. The Company enhances and develops every employee to have good quality, knowledge, and capacity and supports them using their full potential to grow together with the Company. 

2. The Company gives employees opportunities to study and develop
themselves both locally and abroad.

3. The Company emphasizes developing employees to be efficient and knowledgeable to be more productive and ready for any changes in the future. 

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

In 2014, the Company arranged a total of 28 internal training courses
and encouraged employees to attend external training courses numbering
more than 70. The total number of training course participants was more
than 2,000. On average, each employee attend 16 hours of training in
2014.

The Company encourages employees to compete in sports such as football
and badminton, and enters teams in competitions with other securities
companies. This not only supports healthy employee behavior but also
builds good relationships between employees within the Company and
within the securities industry.

9. Corporate Governance

9.1 Corporate Governance Policies

The Company shall abide with Good Corporate Governance so that quality
of management is effective, transparent and accessible. The Good CG will
enhance confidence and trust from shareholders, investors, stakeholders,
and related parties. The Good CG is a tool to increase value and enhance
stable growth to the Company.

The Board of Directors Meeting had approved the Good Corporate
Governance Policy in writing and has a policy to review the policy and
implementation of the policy once a year. The Company follows the
Corporate Governance for listed companies in 5 categories, as follows.

1) Right of Shareholders

2) Equitable Treatment of Shareholders

3) Roles of Stakeholders

4) Disclosure and transparency

5) Responsibilities of the Board

(See the Corporate Governance Policies and the Implement of Corporate
Governance Report in 2014 in the Company’s website at
www.kgieworld.co.th)

9.2 The sub-committees

Beside the Board of Director which perform their duties to manage the
Comoany’s business, the Company structure consisting of the 12
Committees, which are

  ----------------------------------- -----------------------------------
  1) Audit Committee                  7) Human Resource Committee

  2) Compensation Committee           8) Disciplinary Committee

  3) Nomination Committee             9) Welfare Committee

  4) Risk Management Committee        10) Health and Environment
                                      Committee

  5) Debt Recovery Committee          11) ESOP Committee

  6) Purchasing Committee             12) Corporate Governance (CG)
                                      Committee
  ----------------------------------- -----------------------------------

The Board of Director and the 12 committee has member and its roles and
responsibilities as follows:

The Board of Directors

As of 31^(st) December 2014, the Board of Directors was composed of 12
Directors as follows:

  ------ ------------------------------ ----------------------------------
  No.    Board Director                 Board Position

  1.     Mr. Foong Hock Meng            Chairman

  2.     Dr. Pisit Leeahtam             Vice Chairman (Independent
                                        Director)

  3.     Dr. Don Bhasavanich            Director (Independent Director)

  4.     Mr. Pradit Sawattananond       Director (Independent Director)

  5.     Mr. Picharn Kullavanijaya      Director (Independent Director)

  6.     Mr. Wei Chang Fang *           Director

  7.     Ms. Bee Leng Ooi *             Director

  8.     Ms. Suchada Sodthibhapkul *    Director

  9.     Mr. Wisit Wongpaisan           Director

  10.    Mr. Chin-Lung Tseng            Director

  11.    Ms. Pi-Lin Huang               Director

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

Note * Any two from three Authorized Directors shall be required to bind
the Company

Roles and responsibilities of the Board

1. The Board shall perform their duties in conformity with laws, and
carry on the businesses of the Company in accordance with the laws, the
Company’s objectives and the Articles of Association;

2. The Board review and approve key business matters, such as strategy,
financial targets, risks, major plans of action and budget and monitor
the compliance of management on approved policies and plans;

3. The Board set a written corporate governance policy for the Company
and review the policy and compliance to the policy regularly, at least
annually;

4. The Board ensure that a written code of business conduct be in place
so that all Directors, Executives and employees understand business
ethical standards of the Company;

5. The Board considers any conflict of interests thoroughly. Persons who
have vested interests in a given transaction shall not participate in
decision-making process. There is clear guidelines on the approval of
transactions with conflict of interests, the transactions are conducted
for the best interests of the Company and all shareholders. The Board
also monitor compliance with regulations regarding criteria, procedures
and disclosure of transactions with conflict of interests.;

6. The Board ensures that an internal control system is in place,
including financial, compliance, and policy controls. The Board assigns
Audit Department and Legal and Compliance Department to audit and report
on the system. The Board of Directors will do the self assessment
questionnaire on the adequacy of the internal control system every year
and disclose on the Company’s Annual Report;

7. The Board assigned the Risk Management Committee to approve the Risk
Management policy to cover all activities of the Company, and assigned
Risk Management Department to implement the policy;

8. The Board set clear procedures on whistle blowing for related parties
or stakeholders and ensure the Company has protective measures to keep
the whistleblowers’ names confidential. The reported incidents shall be
investigated in line with the Company’s set policy;

9. The Board have clear procedures on governing its subsidiaries in
order to protect investor benefits including assigning directors of its
subsidiaries to control management under the policies of the parent
company, including transactions related to securities and exchange laws
or SET regulations;

The Audit Committee

As of 31^(st) December 2014, the Audit Committee was composed of 3
Independent Directors. All of the Independent Directors have attended
director training programs of the Thai Institute of Directors
Association (“IOD”). All 3 have adequate expertise and experience to
review the creditability of financial reports (see training program of
each directos in Attachment 1). The Company appointed Ms. Sirima
Prapapanich acts as the Secretary of the Audit Committee.

In 2014, the Audit Committee had 5 meetings and details of attendance of
each director are as follows

  -------------------------------------------------------------------------
  No.   Name                 Position                          Attendance
                                                               Record /
                                                               Total
                                                               Meeting
  ----- -------------------- --------------------------------- ------------
  1.    Dr. Pisit Leeahtam   Chairman of Audit Committee /     4 / 5
                             Independent Director              

  2.    Dr. Don Bhasavanich  Audit Committee / Independent     5 / 5
                             Director                          

  3.    Mr. Pradit           Audit Committee / Independent     5 / 5
        Sawattananond        Director                          
  -------------------------------------------------------------------------

Scope of duties and responsibilities of the Audit Committee

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

1.  To review the Company’s financial reporting process to ensure its
    accuracy and adequacy;

2.  To review the Company’s internal control systems and internal audit
    systems to ensure that they are suitable and efficient;

3.  To review the Company’s compliance with laws relating to securities
    and the stock exchange, the SET’s regulations, and laws relating to
    the Company’s business;

4.  To consider, select and nominate an independent person to be the
    Company’s auditor, and to propose such person’s remuneration, and to
    attend a meeting with the auditor at least once a year at which the
    Company’s management is not present;

5.  To review any connected transactions, or transactions that may lead
    to conflicts of interest, to ensure that they are in compliance with
    the relevant laws and the SEC/SET’s regulations, and that they are
    in the best interests of the Company;

6.  To review the Company’s risk management policies and procedures to
    ensure that they are suitable and efficient;

7.  To prepare and to disclose in the Company’s Annual Report, an Audit
    Committee Report which must be signed by the Audit Committee’s
    chairman and contain at least the following information:

  7.1 an opinion on the accuracy, completeness and creditability of the
  Company’s financial statements;

  7.2 an opinion on the adequacy of the Company’s internal control
  systems;

  7.3 an opinion on the compliance with the relevant laws relating to
  securities and the stock exchange, the SET ’s regulations, and other
  laws relating to the Company’s business;

  7.4 an opinion on the suitability of the auditor and its auditing fee;

  7.5 an opinion on any transactions that may involve conflicts of
  interests;

  7.6 the number of the Audit Committee meetings, and the attendance at
  such meetings by each

  committee member;

  7.7 an opinion or overview comment by the Audit Committee regarding
  the performance of its duties in accordance with the charter;

  7.8 any other transactions which, in the Audit Committee’s opinion,
  should be disclosed to the Company’s shareholders and general
  investors.

8.  In the performance of its duties, if it is found or suspected that a
    transaction or any of the following acts has taken place, which may
    materially affect the Company’s financial condition or operating
    results, the Audit Committee shall report it to the Board of
    Directors for rectification within a period of time to be set by the
    Audit Committee.

  8.1 a transaction which causes a conflict of interest,

  8.2 any fraud, irregularity, or material defect in an internal control
  system,

  8.3 an infringement of the laws relating to securities or the stock
  exchange, the SET ’s regulations, or any other law relating to the
  Company’s business.

  If the Board of Directors or management fails to make a rectification
  within the specified time, any Audit Committee member may report the
  transaction or act to SEC or SET.

9.  If the auditor becomes suspects that a director, manager, or any
    person responsible for the Company’s operations has violated any
    relevant securities law, they should report the evidence relating to
    such event to the Audit Committee for investigation immediately. The
    Audit Committee will report the results of its preliminary
    investigation to the Office of the Securities and Exchange
    Commission and to the auditor within 30 days. Notification of the
    suspicious events and procedures for investigating such shall comply
    with the notification of the Capital Market Supervisory Board.

10. To perform any other act as assigned by the Board of Directors and
    accepted by Audit Committee.

Compensation Committee

As of 31^(st) December 2014, the Company’s Compensation Committee
consisted of 3 members and there were 2 meeting in 2014, details of
attendance of each director are as follows:

  -------------------------------------------------------------------------
  No.   Name              Position                  Attendance Record /
                                                    Total Meeting
  ----- ----------------- ------------------------- -----------------------
  1.    Mr. Chin-Lung     Compensation Committee    2/2
        Tseng             Chairman                  

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

  3.    Ms. Yuan-Chen     Compensation Committee    2/2 (Call conference)
        Chiu              Member                    
  -------------------------------------------------------------------------

Scope of duties and responsibilities of the Compensation Committee

1. To consider and approve the compensation of the Company's top
management;

2. To set the criteria, components, structure and form of payment of the
Directors, to ensure their interests are aligned with those of the
shareholders;

3. To recommend the compensation of the Directors to the Board for
approval and proposal to a shareholders' meeting for final approval.

Nomination Committee

As of 31^(st) December 2014, the Company’s Nomination Committee
consisted of 4 members and there was 1 meeting in 2014, details of
attendance of each director are as follows:

  ----- ----------------- ----------------------------------- -------------
  No.   Name              Position                            Attendance
                                                              Record /
                                                              Total Meeting

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

  2.    Mr. Pradit        Nomination Committee Member /       1/1
        Sawattananond     Independent Director                

  3.    Ms. Bee Leng Ooi  Nomination Committee Member         1/1

  4.    Mr. Wisit         Nomination Committee Member         1/1
        Wongpaisan                                            
  ----- ----------------- ----------------------------------- -------------

Scope of duties and responsibilities of the Nomination Committee

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

Risk Management Committee

The Risk Management Committee consists of executives from both business
units and support units. As of 30^(th) December 2014, there are 17
members as follows:

  ----- ------------------------ ------------------------------------------
  No.   Name                     Position

  1.    Mr. Wei Chang Fang       Chief Operating Officer

  2.    Mr. Wisit Wongpaisan     Director

  3.    Ms. Bee Leng Ooi         Managing Director

  4.    Ms. Suchada              Executive Director
        Sodthibhapkul            

  5.    Mr. Somchai              Senior Managing Director, Retail Equity
        Kanjanapetcharat         Business

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

  7.    Mr. Apichart             Managing Director, Fixed Income Department
        Tungkiatsilp             

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

  9.    Ms. Patchpon             Executive Vice President, Investment
        Sankaburanuruk           Banking Department

  10.   Mr. Jenvit               Executive Vice President, Equity
        Chinkulkitniwat          Derivatives Department

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

  12.   Ms. Nongluk Ningsanond   Executive Vice President, Company
                                 Secretary Office

  13.   Ms. Acharee              Executive Vice President, Treasury
        Turongsomboon            Department

  14.   Mr. Mark Antony Hodge    Senior Vice President, COO Office

  15.   Ms. Kannikar             Senior Vice President, Institutional
        Pradiskesorn             Equity Business

  16.   Mr. Thanachai Meechoke * Senior Vice President, Legal & Compliance
                                 Department

  17.   Mr. Chi-Chih Huang       Assistant Vice President, Information
                                 Technology Department
  ----- ------------------------ ------------------------------------------

Note: *Mr. Thanachai Meechoke resigned from the Company, effective on
20^(th) January 2015. The Company has appointed Ms. Nantarat Surakkhaka
as the acting head Legal and Compliance Department until the Company
appoints a new permanent head of Legal and Compliance Department.

Scope of duties and responsibilities of the Risk Management Committee

1.  To approve the Company's Risk Management Policy, and to regularly
    review or amend that policy to take account of new risks or market
    developments;

  2. To consider and approve any transactions that impact the Company’s
  risk management;

  3. To consider and approve the issuance of new products (Product
  Program);

  4. To approve and review the risk budget of the Company’s proprietary
  trading team at least once a year;

  5. To manage all Company’s risks, such as credit risk, market risk,
  liquidity risk, operational risk, IT risk, to ensure that the
  Company’s risk policy is followed;

  6. To consider and approved credit limits according to Account Opening
  Policy and Procedure;

  7. To consider and approve Business Continuity Management (“BCM”) and
  Business Continuity Plan

  (“BCP”);

  8. Other duties as assigned by the Board of Directors or management.

The scope of duties and responsibilities of the Risk Management
Committee which are described in its filings for the issue of DWs are
consistent with those described above.

In addition, to avoid violation of Chinese wall, the company also
established 4 sub-committees under the Risk Management Committee as
follows:

A)  Credit Risk Sub-committee (for Brokerage Business): consisted of the
    following 6 members:

  ----- ------------------------ -----------------------------------------
  No.   Name                     Position

  1.    Mr. Wei Chang Fang       Chief Operating Officer

  2.    Ms. Suchada              Executive Director
        Sodthibhapkul            

  3.    Mr. Somchai              Senior Managing Director, Retail Equity
        Kanjanapetcharat         Business

  4.    Mr. Suthep Rungsiam      Managing Director, Brokerage Business

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

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

Scope of duties and responsibilities of Credit Risk Sub-committee

  1. To consider and approved credit limits;

  2. To consider and approved Account Opening Policy and Procedures;

  3. To consider and approved Credit Balance Policy and Procedures;

  4. To set stock concentration limits and to review them on a regular
  basis;

  5. To consider and approve any issue related to credit balance and
  Stock Borrowing and Lending;

  6. To consider and approve the refinancing of credit balance clients;

  7. To consider and approve company’s Turnover List.

  B) Trading Risk Sub-Committee (for Trading Business): consisted of the
  following 5 members:

  Scope of duties and responsibilities of Trading Risk Sub-committee

  1. To consider and approve trading policies, including approval of the
  procedures of related businesses, such as REPO, SBL;

  2. To consider and approve the temporary limit and market risk
  budgeting for Proprietary Trading Department / Fixed Income Department
  and Equity Derivatives Department under the total limit approved by
  the Risk Management Committee;

  3. To consider and approve the adjustment of the trading limits for
  ETF business.

  C) Investment Banking Risk Sub-committee (for Investment Banking
  Business): consisted of the following 5 members:

Scope of duties and responsibilities of Investment Banking Risk
Sub-committee

  1. To approve underwriting deals;

  2. To approve other investment banking business.

  D) Information Technology Security Risk Sub-committee : consisted of
  the following 6 members:

  ----- ------------------------ ------------------------------------------
  No.   Name                     Position

  1.    Mr. Wei Chang Fang       Chief Operating Officer

  2.    Ms. Bee Leng Ooi         Managing Director

  3.    Ms. Suchada              Executive Director
        Sodthibhapkul            

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

  5.    Ms. Sirima Prapapanich   Senior Vice President, Audit Department

  6.    Mr. Chi-Chih Huang       Assistance Vice President, Information
                                 Technology Department
  ----- ------------------------ ------------------------------------------

  Scope of duties and responsibilities of Information Technology
  Security Risk Sub-committee

To consider and approve matters that may impact to the Company’s information technology systems;

To ensure that the IT resources of the Company are used effectively;

Comment or advise on the risks relating to Information Technology security.

Debt Recovery Committee

As of 31^(st) December 2014, the Company’s Debt Recovery Committee
consisted of 5 members as follows:

  ----- -------------------------- ----------------------------------------
  No.   Name                       Position

  1.    Mr. Wei Chang Fang         Chief Operating Officer

  2.    Ms. Suchada Sodthibhapkul  Executive Director

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

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

  5.    Mr. Thanachai Meechoke *   Senior Vice President, Legal &
                                   Compliance Department
  ----- -------------------------- ----------------------------------------

Note: *Mr. Thanachai Meechoke resigned from the Company, effective on
20^(th) January 2015. The Company has appointed Ms. Nantarat Surakkhaka
as the acting head Legal and Compliance Department until the Company
appoints a new permanent head of Legal and Compliance Department.

Scope of duties and responsibilities of Debt Recovery Committee

1. To periodically review the progress of debt recovery from time to
time;

2. To set guidelines and criteria for restructuring of doubtful debts;

3. To approve settlements with debtors;

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

Purchasing Committee

As of 31^(st) December 2014, the Company’s Purchasing Committee
consisted of 5 members as follows:

  ----- ------------------------- -----------------------------------------
  No.   Name                      Position

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

  2.    Ms. Inchaya Chatcherdsak  Executive Vice President, Human Resources
                                  Department

  3.    Ms. Nongluk Ningsanond    Executive Vice President, Company
                                  Secretary Office

  4.    Ms. Nantarat Surakkhaka   Executive Vice President , COO Office
                                  Support Department

  5.    Mr. Thanachai Meechoke *  Senior Vice President, Legal & Compliance
                                  Department
  ----- ------------------------- -----------------------------------------

Note: *Mr. Thanachai Meechoke resigned from the Company, effective on
20^(th) January 2015. The Company has appointed Ms. Nantarat Surakkhaka
as the acting head Legal and Compliance Department until the Company
appoints a new permanent head of Legal and Compliance Department.

Scope of duties and responsibilities of Purchasing Committee

1. Setting up and approving the purchasing process of the Company for
items such as office equipment, computer systems and capital
expenditure, including insurance of the Company’s assets to comply with
good internal control. The purchasing process includes:

  1.1 Comparing prices, quality of products, and service;

  1.2 Selecting lists of suppliers and vendors of products or services
  to have variety;

2. To recommend negotiations with suppliers or vendors;

3.  To select and approve the suppliers and vendors of products or
    services appropriate for and in the best interest of the Company.

Human Resource Committee

As of 31^(st) December 2014, the Company’s Human Resource Committee
consisted of 4 members as follows:

  ----- ------------------------ ------------------------------------------
  No.   Name                     Position

  1.    Mr. Wei Chang Fang       Chief Operating Officer

  2.    Ms. Bee Leng Ooi         Managing Director

  3.    Ms. Suchada              Executive Director
        Sodthibhapkul            

  4.    Ms. Inchaya Chatcherdsak 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.

Disciplinary Committee

As of 31^(st) December 2014, the Company’s Disciplinary Committee
consisted of 5 members as follows:

  ----- -------------------------- ----------------------------------------
  No.   Name                       Position

  1.    Ms. Inchaya Chatcherdsak   Executive Vice President, Human
                                   Resources Department

  2.    Ms. Sirima Prapapanich     Senior Vice President, Audit Department

  3.    Mr. Thanachai Meechoke *   Senior Vice President, Legal &
                                   Compliance Department

  4.    Ms. Nantarat Surakkhaka    Executive Vice President , COO Office
                                   Support Department

  5.    The Department Head of the 
        person being charged       
  ----- -------------------------- ----------------------------------------

Note: *Mr. Thanachai Meechoke resigned from the Company, effective on
20^(th) January 2015. The Company has appointed Ms. Nantarat Surakkhaka
as the acting head Legal and Compliance Department until the Company
appoints a new permanent head of Legal and Compliance Department.

Scope of duties and responsibilities of the Disciplinary Committee

1. To investigate employee who violates the rules and regulations of the
SEC and the SET or do not comply with the policies and procedures of the
Company which may cause damage to the company;

2. To ensure the case will be considered fairly, by hereing from all
concerned partie, and impose appropriate penalty.

Welfare Committee

As of 31^(st) December 2014, the Company’s Welfare Committee consisted
of 7 members as follows:

  ----- -------------------------- ---------------------------------------
  No.   Name                       Position

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

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

  3.    Ms. Songsri                Executive Vice President, Retail Equity
        Chawengsataporn            Business

  4.    Mr. Kamthorn               Executive Vice President, Retail Equity
        Chinsakuljaroen            Business

  5.    Ms. Kanlayanee Sontisuwan  Vice President, Human Resources
                                   Department

  6.    Ms. Suthinee               Manager, COO Office
        Theerawitpreecha           

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

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 Company’s management.

Health and Environment Committee

As of 31^(st) December 2014, the Company’s Health and Environment
Committee consisted of 7 members as follows:

  ----- ------------------------- -----------------------------------------
  No.   Name                      Position

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

  2.    Ms. Suchada Wongrak       Senior Vice President, Corporate Services
                                  Department

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

  4.    Mr. Surachet              Vice President, Legal & Compliance
        Amnuaywittayakul          Department

  5.    Ms. Sirirat Chimkaew      Manager , Corporate Services Department

  6.    Ms. Petcharat Ongartpajon Deputy Manager, Research Department

  7.    Ms. Pimploy Kankaew       Deputy Manager , Finance & Accounting
                                  Department
  ----- ------------------------- -----------------------------------------

Scope of duties and responsibilities of Health and Environment Committee

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

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

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

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

 

ESOP Committee

As of 31^(st) December 2014, the Company’s ESOP Committee consisted of 5 members as follows: 

  ----- ------------------------- -----------------------------------------
  No.   Name                      Position

  1.    Mr. Wei Chang Fang        Chief Operating Officer

  2.    Mr. Pradit Sawattananond  Independent Director

  3.    Ms. Bee Leng Ooi          Managing Director

  4.    Ms. Inchaya Chatcherdsak  Executive Vice President, Human Resources
                                  Department

  5.    Ms. Yuan-Chen Chiu        Member
  ----- ------------------------- -----------------------------------------

Scope of duties and responsibilities of ESOP Committee

1. Determine allocation rules and conditions;

2. Review and approve the list of directors and/or employees eligible to
receive the warrants;

3. Review and approve the amount of warrants allocated to directors
and/or employees;

4. Determine exercise price, exercise period and other related
conditions and other details as deemed

  necessary.

Corporate Governance Committee

As of 31^(st) December 2014, the Company’s Corporate Governance
Committee consisted of 4 members as follows:

  ----- ------------------------- -----------------------------------------
  No.   Name                      Position

  1.    Ms. Nongluk Ningsanond    Executive Vice President, Company
                                  Secretary Office

  2.    Ms. Inchaya Chatcherdsak  Executive Vice President, Human Resources
                                  Department

  3.    Ms. Sirima Prapapanich    Senior Vice President, Audit Department

  4.    Mr. Thanachai Meechoke *  Senior Vice President, Legal & Compliance
                                  Department
  ----- ------------------------- -----------------------------------------

Note: *Mr. Thanachai Meechoke resigned from the Company, effective on
20^(th) January 2015. The Company has appointed Ms. Nantarat Surakkhaka
as the acting head Legal and Compliance Department until the Company
appoints a new permanent head of Legal and Compliance Department.

Scope of duties and responsibilities of CG Committee

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

2.  Follow up the implementations accordance with the policy .

9.3 Nomination of Directors and Top management.

Qualifications of Independent Directors

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

(1) Any shareholding they, and any related persons, have is equivalent
to not more than 1 percent of the paid-up capital of the Company, the
parent company, any subsidiary company, associated company or major
shareholder or any other juristic person which could result in a
conflict of interest.

(2) A director who is not an employee, staff member, or advisor who
receives a regular salary, or a controlling person of the Company, the
parent company, any subsidiary company or associated company, major
shareholders, or of any other juristic person which could result in a
conflict of interest, either at present or during the past two years.
Not including a director who used to be a government official or advisor
of any government department which is a major shareholder of the
Company.

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

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

  *Business relationship includes transactions for operating the
  business, leasing, asset or services transactions, or financial
  subsidies such as loaning or borrowing, providing guarantees, giving
  assets as guarantee, and all behaviours which will affect the Company
  or counterparties have duties to liquidate in case that the value is
  from 3% of tangible assets of the Company or Baht 20 million up, up to
  the lower amount. However, the concept to calculate transaction
  follows the disclosure of the Securities and Exchange Commission and
  will calculate total liabilities which have been for one year before a
  director has business relationship with.

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

(6) A director who is not or never been a professional advisor, such as
legal advisor or financial advisor that received service fees of more
than Baht 2 million per year, for services for the Company, the parent
company, any subsidiary company or associated company or of any juristic
person resulting in a conflict of interest. In the case that the service
provider is a juristic person, a director should never be a major
shareholder, person with a conflict of interest, or partner of the
juristic person, either at present or during the past 2 years.

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

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

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

In 2014, the Company’s independent directors have fully characteristics
of SEC’s regulation. They have no any business relationship with the
Company or provide any services to the Company.

Criteria and Process for Nomination Director

In considering the nomination of directors, the Board of Directors will
consider the opinion of the Nomination Committee which is considered the
most appropriate to the operations of the company. The Nominating
Committee will consider and recommend persons who have the
qualifications listed below before submitting to the Board for approval.
The Board of Directors will then propose at the shareholders’ meeting
for approval. Furthermore, the Company is a securities business under
SEC’s control; therefore, the directors of the company must receive
approval from the SEC.

1. Meeting the qualifications stated in the Public Company Act,
Securities and Exchange Act and the Good Corporate Governance of the
Company.

2. Knowledgeable, capable, dedicated with suitable age and ability to
perform director’s duties with care and loyally.

3. Has the skills of industry knowledge, accounting & finance, business
judgment, management, business strategy, corporate governance and legal
or others.

Appointment of Directors which Require Shareholder Approval

If the selection of director needs approval from shareholders, the
director appointment has to receive the majority of votes from
shareholders with the right to vote. Election of Directors shall be made
at the shareholders' meeting according to the following procedure and
rules;

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

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

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

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

Number of Representative Directors from Major Shareholder

RICHPOINT COMPANY LIMITED (100% owned by KGI Securities Company Limited,
Taiwan), is the Company’s major shareholder, owning approximately 35% of
the Company’s shares. It has 4 representative directors from Major
Shareholder which are 1/3 of all directors, and proper with the portion
of share holding, the list of representative directors from Major
Shareholder are as follow:

Process of Nominating Top Management

For the nomination of top management position “Chief Operating Officer”,
the Nominating Committee will consider persons with appropriate
qualifications, competence and experience that are beneficial to the

company and understand the Company’s business. The Nominating Committee
will then propose to the Board for approval. Furthermore, the Company is
a securities business under SEC’s control; therefore, top management of
the company must receive approval from the SEC.

Right of Shareholder to Propose the Candidate for Election as a Director

The Company allows shareholders to propose candidates for election as
Director who have the qualifications set by the Public Company Act,
Securities and Exchange Act. Shareholders can send their proposal to the
Company Secretary at the address below. The Company Secretary will
propose to the Board of Director for further consideration.

Submit documents

The Company Secretary Office

KGI Securities (Thailand) Public Company Limited

No.173 Asia Centre Building, 11th Floor, South Sathorn Road,

Thungmahamek Sub-District, Sathorn District, Bangkok 10120 Thailand

4.  Supervision of Business Operation in Subsidiaries Company

The Company has its mechanisms to control the operations of its
subsidiaries, to protect the Company’s investment as follows:

1.  Appoint a Company’s representative to act as director in subsidiary
    companies, the appointment shall be approved by the Board

2.  The representative appointed as director in subsidiary companies has
    duties as follows:

  2.1 Get the Company’s Board approval prior to a vote on significant
  matters of the subsidiary.

  2.2 Act for the best benefit of that subsidiary company.

  2.3 Participate in the significant policy of the subsidiary.

  2.4 Oversee the subsidiary company to ensure it discloses accurate and
  complete information, such as financial statements, operating results,
  connected transactions and acquisition & disposition of assets.

  2.5 Oversee the subsidiary company to ensure it has appropriate
  internal control systems.

9.5 Prevention of the Misuse of Inside Information

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

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

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

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

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

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

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

9.6 Audit fee

A) Audit fee

For 2014, the Company and its subsidiaries paid audit fee to auditor and
any persons or companies related to auditor as follows:

+--------------------------+--------------------+---------+----------+
| Company and its          | Auditor            | Audit   | Audit    |
| subsidiary               |                    | Fee     | Fee      |
|                          |                    |         |          |
|                          |                    | (Baht)  | (HK      |
|                          |                    |         | Dollar)  |
+--------------------------+--------------------+---------+----------+
| KGI Securities           | Deloitte Touche    | 1,      | -        |
| (Thailand) Plc.          | Tohmatsu Jaiyos    | 740,000 |          |
|                          | Audit Co., Ltd     |         |          |
|                          | (“Deloitte”)       |         |          |
+--------------------------+--------------------+---------+----------+
| One Asset Management     | Deloitte Touche    | 440,000 | -        |
| Limited                  | Tohmatsu Jaiyos    |         |          |
|                          | Audit Co., Ltd     |         |          |
| (The Company’s           | (“Deloitte”)       |         |          |
| subsidiary which is 99%  |                    |         |          |
| held by the Company)     |                    |         |          |
+--------------------------+--------------------+---------+----------+
| KGI Securities           | Ernst &Young Hong  | -       | 32,000   |
| (Thailand)               | Kong               |         |          |
|                          |                    |         |          |
| International Holdings   |                    |         |          |
| Limited                  |                    |         |          |
|                          |                    |         |          |
| (The Company’s           |                    |         |          |
| subsidiary which is 100% |                    |         |          |
| held by the Company)     |                    |         |          |
+--------------------------+--------------------+---------+----------+
| KGI (Thailand) Holdings  | Ernst &Young Hong  | -       | 60,000   |
| Limited                  | Kong               |         |          |
|                          |                    |         |          |
| (The Company’s           |                    |         |          |
| subsidiary which is 100% |                    |         |          |
| held by the Company)     |                    |         |          |
+--------------------------+--------------------+---------+----------+
| Total Audit Fee          |                    | 2,      | 92,000   |
|                          |                    | 180,000 |          |
+--------------------------+--------------------+---------+----------+

Note : The above fee are exclusive of out-of-pocket expenses such as
traveling , fax and photocopying charges which will be charged to the
Company at actual cost.

B) Non-audit fee

For 2014, the Company’s subsidiary paid non-audit fee to Ernst & Young
Tax Services Limited as follows:

+---------------------------+------------+------------------+----------+
| The Company’s subsidiary  | Non-audit  | The auditor’s    | N        |
|                           | service    | firm, persons    | on-audit |
|                           |            | and companies    | fee      |
|                           |            | related to the   |          |
|                           |            | auditor          |          |
+---------------------------+------------+------------------+----------+
|                           |            |                  | Yearly   |
|                           |            |                  | fee      |
|                           |            |                  |          |
|                           |            |                  | (HK      |
|                           |            |                  | Dollar)  |
+---------------------------+------------+------------------+----------+
| KGI Securities (Thailand) | Tax        | Ernst & Young    | 8,900    |
|                           | Service    | Tax Services     |          |
| International Holdings    |            | Limited          |          |
| Limited                   |            |                  |          |
|                           |            |                  |          |
| (The Company’s subsidiary |            |                  |          |
| which is 100% held by the |            |                  |          |
| Company)                  |            |                  |          |
+---------------------------+------------+------------------+----------+
| Total Non-Audit Fee       |            |                  | 8,900    |
+---------------------------+------------+------------------+----------+

There is no further expense for services not yet completed which will
become payable in the near future.

9.7 Implementation of Code of Best Practices of SET

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

In 2014 the Company was assessed on Good Corporate Governance by the
Thai Institute of Directors Association (IOD) at the range of “Good”.
Good Corporate Governance is presented in 5 categories, as follows:

Section 1 : Right of Shareholders

Section 2 : Equitable Treatment of Shareholders

Section 3 : Role of Stakeholders

Section 4 : Disclosure and Transparency

Section 5 : Responsibilities of the Board

The Company discloses the Corporate Governance Policies and the
Company’s Implementation of Corporate Governance in 2014 on KGI’s
website at www.kgieworld.co.th. Shareholders who want to receive a hard
copy can contact the Company’s Secretary Office, tel 02-658-8881.

However, the Company would like to clarify some items that the Company
can not follow code to the best practices of SET as follows:

+-----------------------------+----------------------------------------+
| Topic                       |   Reason                               |
+-----------------------------+----------------------------------------+
| 1.  Allowing minority       | Shareholders can propose AGM agenda in |
|     shareholders to propose | advance, and can submit questions      |
|     AGM agenda in advance,  | about the AGM agenda before the        |
|     submitting questions    | meeting date and propose the candidate |
|     about the AGM agenda    | for election as a Director, by sending |
|     before the meeting      | the proposal to the Company Secretary. |
|     date, proposing the     | The Company Secretary will then        |
|     candidate for election  | propose to the Board.                  |
|     as a Director, and      |                                        |
|     disclosing on the       | For the proposal of a candidate for    |
|     Company’s website.      | election as Director, the Company will |
|                             | follow the Company’s Article No. 14:   |
|                             | Election of Directors shall be made by |
|                             | the shareholders' meeting with the     |
|                             | following procedure and rules.         |
|                             |                                        |
|                             | Shareholders have the right to         |
|                             | propose, so the Company did not        |
|                             | disclose on the Company’s website.     |
+-----------------------------+----------------------------------------+
| 2. The Chairman of the      | The Chairman of the Company was the    |
| Board is independent        | representative of the major            |
| director.                   | shareholders. However, the Chairman of |
|                             | the Board of Directors and the Chief   |
| 3. More than half the Board | Operating Officer are different        |
| of Directors should consist | persons and the Company has clearly    |
| of independent directors if | divided duties and responsibilities    |
| the Chairman is not an      | between the Board of Directors and the |
| independent director.       | management in order to balance between |
|                             | management and good corporate          |
|                             | governance.                            |
+-----------------------------+----------------------------------------+
| 4. The Board of Directors   | The Company did not set limitations on |
| should set limitations an   | terms for directors since the Company  |
| individual may serve as an  | believes that the Company's directors  |
| independent director to a   | have knowledge and capability. The     |
| maximum of 9 consecutive    | long-term experience of the director   |
| years.                      | gives them a good understanding of the |
|                             | Company’s business.                    |
| 5. The Board of Directors   |                                        |
| should set limitations on   |                                        |
| consecutive terms of        |                                        |
| directors and sub-committee |                                        |
| members.                    |                                        |
+-----------------------------+----------------------------------------+
| 6. Nomination Committee and | Nominating Committee will meet to      |
| Compensation Committee      | consider nomination of director and    |
| should meet at least 2      | executives and Compensation Committee  |
| times a year.               | will meet to consider the compensation |
|                             | of the director and management, so     |
|                             | meetings will be held as needed. This  |
|                             | can not be assigned to at least two    |
|                             | times per year.                        |
+-----------------------------+----------------------------------------+
| 7. All Nomination Committee | The Company’s Nomination Committee     |
| members should be           | consists of 2 independent directors, 1 |
| independent directors.      | non-executive director and 1 executive |
|                             | director, since the executive director |
|                             | will know the Company’s information,   |
|                             | so the Nomination committee can make   |
|                             | decisions on accurate and complete     |
|                             | information.                           |
+-----------------------------+----------------------------------------+
| 8. Board should consider a  | The Company’s audit committee has its  |
| policy for non-executive    | meeting every quarter. This committee  |
| directors to hold a meeting | consists of 3 non-executive directors, |
| among themselves            | so it is not necessary to arrange      |
| independently without the   | another meeting for non-executive      |
| management team joining.    | directors.                             |
+-----------------------------+----------------------------------------+

10. Corporate Social Responsibilities: CSR

10.1 Social Responsibility Policy

The Company operates its business with responsibility for all groups of
stakeholders. The Company strives towards this by strictly complying
with all applicable laws and regulations and promoting CSR projects on
education and learning, which will be a major force for the sustainable
development of the country and society in the future.

Principles of Corporate Social Responsibility

1.  Fair business operation

  The Company is committed to doing business in compliance with the law,
  giving respect to social rules as well as not committing acts that
  infringe or degrade the rights of the interested individuals.

2.  Anti-corruption

  The Company has policies to fight against corruption of all forms
  directly and indirectly. The Company implements work reviews,
  financial reports, internal controls, internal audits to ensure proper
  control systems, which is enough for the risk of any possible
  corruption.

3.  Giving respect to human rights

  The Company realizes the importance of humanitarian rights and
  provides all employees the rights, freedoms and equality in working as
  well as advancement without discrimination against employee because of
  position, race, religion, sex, class or political opinions.

4.  Fair labor treatment

  The Company sets wages at a proper level for the Thai industry. It
  also provides welfare to its employees in different forms and creates
  a safe working environment.

5.  Responsibilities to the client

  The Company focuses on good services to ensure the highest
  satisfaction of the client, adhering to the fairness of price and
  quality of service and honesty in negotiation and conclusion of the
  contract, sincere management of client complaints as well as any
  attempt to solve any possible deficiencies in activity or services in
  order to maintain a permanent relationship with the client.

6.  Environmental protection

  The Company regularly encourages employees to be environmentally
  aware.

7.  Joint development of the community or society

  The Company supports social and community activities and encourages
  and supports employees to be trainers on investment to investors and
  students.

8.  Innovation

  The Company is recognized as one of the leaders in innovation in the
  development of new products. The Company shall not infringe against
  the intellectual property or copyrights of others. The Company will
  regularly organize training/seminars to ensure that our clients
  thoroughly understand new products before investing with the Company.

10.2 Report Preparing and CSR Operations

Report Preparing

This 2014 CSR Report of the Company (the fiscal year of 1^(st) January
2014 – 31^(st) December 2014), published to communicate with the public
and stakeholder groups the understanding of the Company’s CSR directions
and operations.

Corporate Social Responsibility Operations

Product design

The Company's products are based on the principle of conducting business
fairly and responsibly with the consumers. The Company proposes products
relevant to clients’ needs and that do not impose unfair trade terms
with clients or competitors. The Company will disclose complete,
accurate, and fair information about the products without any distortion
to clients.

When the Company launches a new product, it will educate clients and
investors in order to enhance their knowledge and build confidence in
the Company’s product.

Sources of Funding

If the Company requires new funds, the policy is to try to procure the
cheapest source of funds available and not depend upon just a single
source of funds. The Company has a policy to maintain a Net Capital Rule
and a Net Capital Ratio (NCR) that are higher than the requirements
under the SEC regulations, which specified that the Net Capital Rule
must be at least Baht 25 million and the Net Capital Ratio must be at
least 7% of liabilities and guarantees. As of 31^(st) December 2014, the
Company has Net Capital Rule of Baht 3,974 million and Net Capital Ratio
(NCR) of116.27% of liabilities and guarantees.

Operational laws and regulations

The Company shall strictly abide by all laws and regulations concerning
the securities business. The Audit Department and Legal and Compliance
Department are responsible for ensuring the Company has effective
internal control systems and that the systems are used properly and
comply with SEC/SET regulations.

Risk Management

At the heart of the business operation is the question of how to
maximize profits while keeping risk at a reasonable level. Under this
concept, the Company, who has developed various new financial products
such as equity options, structured products, other derivatives,
Repurchase Agreement, etc., knows that the risk factors must be handled
effectively. Therefore, the Company has established an Risk Management
Committee as well as other components to see that risk is always
balanced with return.

The Company’s Risk Management committee is comprised of representatives
of all business units as well as senior operational administrative
executives. Essentially, the Committee is a forum where professional
managers can join forces in coordinating risk-management initiatives.
Initiatives include the installation of a mechanism for monitoring and
managing market, credit risk and other financial risk. The Risk
Management Department is responsible for monitoring all trading
positions by systematically calculating Value at Risk (VaR) and also
monitoring all the clients’ positions by computerized systems. The
Company has been able to analytically identify risk and thereby fully
realize the full potential of the capital in question. Other innovations
by the Company include a variety of standard operational procedures that
have been developed to reduce risk in routine operations.

Fair treatment to employees

The Company takes action to ensure that qualified applicants are given
equal opportunity to be employed with regards to the required
qualification, educational background, experience and other requirements
on a non-discriminatory basis regarding gender, age, nationality or
religion. The Company ensures fair employment and offers fair career
advancement opportunities.

Fair competition policy

The Company practices under the international competition rules,
commercial practices, and does not seek competitors’ information using
fraudulent methods. The Company does not seek any competitors’
confidential information in a dishonest or improper manner and does not
destroy the reputation of competitors by accusing them without honest
and factual data.

Caring for the environment

The Company intends to do business environmentally responsibly. The
Company supports all employees being environmentally aware and
responsible by efficiently using resources to the best benefits. This
includes saving electricity, saving use of water and saving use of
office equipment.

Anti - Corruption Practices

The Company’s staff must not ask or receive any bribes which can lead to
misbehavior or omit to do any duties or cause the Company to lose its
benefits. The Company’s staff must omit to propose, or give benefit or
assets to third parties to encourage such third parties to do illegal
practices or behavior.

Respect for the rights of stakeholders

The Company’s operations place importance on the rights of all groups of
stakeholders both internal and external as follows:

+----------+-----------------------------------------------------------+
| Stak     | Treatment toward Stakeholders                             |
| eholders |                                                           |
+----------+-----------------------------------------------------------+
| Shar     | ๏ Operates with integrity, honesty and justice by         |
| eholders | considering the Company growth and satisfactory returns   |
|          | to shareholders.                                          |
|          |                                                           |
|          | ๏ Discloses true, sufficient, consistent and timely the   |
|          | Company operating result.                                 |
+----------+-----------------------------------------------------------+
| Employee | ๏ The Company regards each employee as respected and      |
|          | honored colleague who should be well cared for.           |
|          |                                                           |
|          | ๏ The Company will take action to ensure that qualified   |
|          | applicants are given equal opportunity to be employed     |
|          | with regards to the required qualification, educational   |
|          | background, experience and other requirements on a        |
|          | non-discriminatory basis regarding gender, age,           |
|          | nationality or religion.                                  |
|          |                                                           |
|          | ๏ The Company will ensure fair employment and offer fair  |
|          | career advancement opportunities.                         |
|          |                                                           |
|          | ๏ The Company offers continuous and thorough development  |
|          | and distribution of knowledge and abilities of employees  |
|          | at all levels.                                            |
|          |                                                           |
|          | ๏ The Company will set up a fair compensation system for  |
|          | all employees.                                            |
+----------+-----------------------------------------------------------+
| Go       | ๏ The Company strictly conducts business under the laws   |
| vernment | and regulations.                                          |
|          |                                                           |
|          | ๏ The Company provides complete and correct information   |
|          | as requested by the government agencies to show           |
|          | transparency and build mutual confidence and trust.       |
+----------+-----------------------------------------------------------+
| Clients  | ๏ The Company proposes products relevant to clients’      |
|          | needs and provide quality services.                       |
|          |                                                           |
|          | ๏ The Company provides equal services to every client.    |
|          |                                                           |
|          | ๏ The Company discloses information relevant to the       |
|          | Company’s products and services completely, correctly,    |
|          | precisely and without any distortion. Therefore, clients  |
|          | can receive all information thoroughly.                   |
|          |                                                           |
|          | ๏ The Company does not disclose clients’ information to   |
|          | other clients or related persons except for disclosures   |
|          | that are following regulations or injunctions.            |
|          |                                                           |
|          | ๏ The Company does not impose any commercial conditions   |
|          | that are unfair to clients.                               |
|          |                                                           |
|          | ๏ The Company gives clients opportunities to make         |
|          | complaints when they deem necessary and to take the best  |
|          | action to ensure a swift satisfactory resolution.         |
+----------+-----------------------------------------------------------+
| S        | ๏ The Company has a policy for employees not to ask or    |
| uppliers | receive bribes or dishonest benefits from suppliers.      |
|          |                                                           |
|          | ๏ Procurements will be transparent and the Company will   |
|          | provide information to every supplier with equal,         |
|          | accuracy, without bias, and no discrimination. The        |
|          | Company will make fair competition among suppliers and    |
|          | make the procurement process strictly relevant to each    |
|          | situation.                                                |
|          |                                                           |
|          | ๏ Negotiations must be transparent. The Company’s         |
|          | management can supervise and the Company’s staff must not |
|          | receive bribes from procurement. The Company’s staff must |
|          | be neutral and not close to any supplier that may         |
|          | influence the decision making. The Company’s staff must   |
|          | strictly follow the conflict of interest rule.            |
|          |                                                           |
|          | ๏ The Company will follow the conditions appropriately    |
|          | and fairly.                                               |
+----------+-----------------------------------------------------------+

+----------+-----------------------------------------------------------+
| Stak     | Treatment toward Stakeholders                             |
| eholders |                                                           |
+----------+-----------------------------------------------------------+
| C        | ๏ The Company treats creditors with fairness,             |
| reditors | responsibility and transparency by strictly complying     |
|          | with the terms of contracts with the creditor.            |
|          |                                                           |
|          | ๏ The Company does not use dishonest means or conceal     |
|          | information and facts, which may be adverse to the        |
|          | creditors.                                                |
+----------+-----------------------------------------------------------+
| Debtors  | ๏ The Company follows the contracts, agreements or terms  |
|          | made with debtors with no discrimination in debt handing. |
|          |                                                           |
|          | ๏ The Company negotiates with debtors in advance to       |
|          | collaborate in finding solutions to problems.             |
+----------+-----------------------------------------------------------+
| Society  | ๏ The Company intends to do business environmentally      |
| and      | responsibly.                                              |
| C        |                                                           |
| ommunity | ๏ The Company places importance on coexisting with the    |
|          | communities and society within the office area by         |
|          | creating understanding to continuously build confidence   |
|          | in communities and society.                               |
+----------+-----------------------------------------------------------+

10.3 Impact of Business Operations on Corporate Social Responsibility

The Company and its subsidiaries have not been found in violation or
under review regarding the 8 principles of Corporate Social
Responsibility.

10.4 Corporate Social Responsibility after process

The Company often supports social activities and encourages awareness of
social responsibility to employees at every level. The Company provided
the “KGI Scholarship Project”, which finances education for
undergraduate students in Thailand for 2^(nd) – 4^(th) year, Baht 1.5
million per year, in order to be part of the CSR project in giving
educational opportunities to students.

From 2011 until end of 2014, the Company provided 81 KGI scholarship to
9 universities, total value of the scholarship is Baht 4.28 million.

10.5 Anti-Corruption Guidelines

The Company signed its intention to join the Private Sector Collective
Action Coalition against Corruption : CAC, which Thai Institute of
Directors (IOD) was the project secretary. The purpose of this project
is to create a joint agreement to combat corruption in all its forms.
This is the beginning of a collaboration of nationally important issues.

The Board of Director’s meeting no.6/2014, date 12^(th) December 2014,
has approved the Policies and Guidelines to prevent and combat
corruption by the Company and the Procedures regarding the
Anti-Corruption policy. (see the policies and guidelines to prevent and
combat corruption on the Company’s website : www.kgieworld.co.th). The
Board also approved the Self - Evaluation Tool for Countering Bribery,
which is reviewed by Audit Committee and has authorized the Company to
send the completed Self - Evaluation Tool to the Private Sector
Collective Action Coalition Against Corruption (“CAC”) Committee for the
certification process. And the Company has received the certificate from
CAC on 16^(th) January 2015.

In addition, the Company has taken actions to prevent fraud and
corruption as follows:

1. The Company has communicated the policy to all levels of management
and employees to ensure they strictly comply with the policy.

2. The Company also provides a channel to inform of violations or
corruption and has protective measures for the person who reports the
violation or corruption to the Company, by report to Legal & Compliance
Department, at Telephone number: 02-658-8740-7 or Fax number:
02-658-8004 or Email: legal&compliance@kgi.co.th

3. The Company has arranged the report and investigation to present
before the company's committee for consideration and advice. In this
regard, the company's business risk assessment from the corruption would
be taken into account in reporting and investigating.

4. The Company will propose to Board of director to review the
anti-corruption policy every year.

The Board of Directors and Audit Committee had considered and reviewed
report related to investigate corruption for the year 2014 by Audit
Department. The conclusions were operation process related to
anti-corruption had adequate internal control, authorization compliance
with the Company’s policy/guidelines and could not found any
transactions may be considered as corruption.

11. The Internal Control and Risk Management

11.1 Evaluation of Internal Control

At the Board of Directors Meeting No.5/2014 held on 13^(th) November
2014, there were 3 Audit Committee members attending. The Audit
Committee and the Board of Directors completed the self assessment
questionnaire on the adequacy of the internal control system in regards
to 5 categories as follows;

1.  Control environment,

2.  Risk assessment,

3.  Control activities,

4.  Information and communication, and

5.  Monitoring activities

Regarding the evaluation result, the Audit Committee and the Board gave
the same opinion that the Company has an appropriate internal control
system with its business and adequate staff to implement the system
effectively. The Company has a system of internal controls to monitor
the operations of the Company and its subsidiaries, and to protect the
assets of the Company and its subsidiaries against actions by the
directors or management applied in wrongful or without power. This
includes the monitoring of connected transactions.

The Company’s Audit Committee is responsible for reviewing the Company’s
financial statements. By coordinating with external auditors and the
relevant managements, the Audit Committee ensures that the Company
discloses information fully and accurately. The Audit Committee
monitored and reviewed the Company’s internal control, and reviewed to
ensure that the Company has followed the Securities and Exchange Act and
related regulations along with considering related party transactions
and risk management to ensure that the Company has an appropriate
internal control system.(see the Audit Committee report)

The auditor of the Company, Deloitte Touche Tohmatsu Jaiyos Company
Limited has audited quarterly and annual financial statements of the
Company for 2014 and reported the information technology system. The
audit scope were general control and application control and the results
were not found any material findings, the related departments had
improved operation process based on the auditor’s recommendations in
order to increase the control efficiency.

11.2 Head of Audit Department and Head of Compliance Department.

Head of Audit Department

The Company has appointed Ms. Sirima Prapapanich, to act as Head of
Audit Department since 9^(th) September 2013. The Audit Committee gave
the opinion that Ms. Sirima Prapapanich is appropriate to perform such
functions effectively because she has 22 years of experience in the
auditing of securities and banking businesses and has an understanding
of the Company’s business.

The appointment or Transfer or dismissal of the Head of Audit Department
needs approval from the Audit Committee. The qualification of the Head
of Audit Department as per Attachment 3.

Head of Legal & Compliance Department.

The Company has appointed Mr. Thanachai Meechoke, to act as Head of
Legal and Compliance Department, to monitor and control all Business
unit to comply with rules and regulations since 19^(th) November 2012.
Mr. Thanachai Meechoke has 10 years of experience in the compliance
field and has an understanding of the Company’s business. He is
appropriate to perform such functions. The qualification of the head of
Legal and Compliance Department as per Attachment 3.

Note: Mr. Thanachai Meechoke resigned from the Company, effective on
20^(th) January 2015. The Company has appointed Ms. Nantarat Surakkhaka
as the acting head Legal and Compliance Department until the Company
appoints a new permanent head of Legal and Compliance Department.

12. Related Party Transaction

1.  Related Party Transactions in 2014

A. Significant business transactions with its related parties

During the year ended 31^(st) December 2014, the Company and its
subsidiaries had significant business transactions with its related
parties. Those transactions, which are summarised below, arose in the
ordinary course of business and were concluded on commercial terms and
bases agreed upon between the Company, the subsidiaries and those
related parties. Details as follws:

+-------------------+--------------------+--------+-------------------+
| Name and          | Transaction        | Size   | Rational          |
| relationship      |                    |        |                   |
|                   |                    | (Th    |                   |
|                   |                    | ousand |                   |
|                   |                    | Baht)  |                   |
+-------------------+--------------------+--------+-------------------+
|   1. KGI          |   The Company      | 1,356  |   The transaction |
|   Securities      |   provided trading |        |   is reasonable   |
|   Company Limited |   services for KGI |        |   and best        |
|                   |   Securities       |        |   benefit for the |
|   Relationship    |   Company Limited  |        |   Company since   |
|   KGI Securities  |   and received     |        |   the fee is the  |
|   Company Limited |   brokerage fees   |        |   same rate       |
|   is a major      |   from KGI         |        |   charged to      |
|   shareholder of  |   Securities       |        |   general client, |
|   the Company     |   Company Limited. |        |   in accordance   |
|   through         |                    |        |   with criteria   |
|   Richpoint       |                    |        |   of the SET and  |
|   Company         |                    |        |   SEC.            |
|   Limited.        |                    |        |                   |
+-------------------+--------------------+--------+-------------------+
|   2. KGI          |   The Company      | 1,121  |   The transaction |
|   Securities      |   provided trading |        |   is reasonable   |
|   (Hong Kong)     |   services for KGI |        |   and best        |
|   Limited         |   Securities (Hong |        |   benefit for the |
|                   |   Kong) Limited    |        |   Company since   |
|   Relationship    |   and received     |        |   the fee is the  |
|   KGI group is    |   Brokerage fees   |        |   same rate       |
|   major           |   from KGI         |        |   charged to      |
|   shareholder of  |   Securities (Hong |        |   general client, |
|   KGI Securities  |   Kong) Limited.   |        |   in accordance   |
|   (Hong Kong)     |                    |        |   with criteria   |
|   Limited and the |                    |        |   of the SET and  |
|   Company.        |                    |        |   SEC..           |
+-------------------+--------------------+--------+-------------------+
|   3. KGI Asia     |   The Company      | 2,301  |   The transaction |
|   Limited         |   provided trading |        |   is reasonable   |
|                   |   services for KGI |        |   and best        |
|   Relationship    |   Asia Limited and |        |   benefit for the |
|   KGI group is    |   received         |        |   Company since   |
|   major           |   Brokerage fees   |        |   the fee is the  |
|   shareholder of  |   from KGI Asia    |        |   same rate       |
|   KGI Asia        |   Limited.         |        |   charged to      |
|   Limited and the |                    |        |   general client, |
|   Company.        |                    |        |   in accordance   |
|                   |                    |        |   with criteria   |
|                   |                    |        |   of the SET and  |
|                   |                    |        |   SEC.            |
+-------------------+--------------------+--------+-------------------+
|   4. Dr. Pisit    |   The Company      | 798    |   The transaction |
|   Leeahtam,       |   provided trading |        |   is reasonable   |
|                   |   services for its |        |   and best        |
|   Mr. Songchai    |   Director,        |        |   benefit for the |
|   Sodthiphabkul,  |   Management and   |        |   Company since   |
|                   |   Director’s       |        |   the fee is the  |
|   Ms. Nongluk     |   related person   |        |   same rate       |
|   Ningsanond,     |   and received     |        |   charged to      |
|                   |   Brokerage fees   |        |   general client, |
|   Ms. Khunmira    |   from its         |        |   in accordance   |
|   Thunnom,        |   Director,        |        |   with criteria   |
|                   |   Management and   |        |   of the SET and  |
|   Ms. Ooi Bee     |   Director’s       |        |   SEC.            |
|   Leng            |   related person.  |        |                   |
|                   |                    |        |                   |
|   Relationship    |                    |        |                   |
|   Director,       |                    |        |                   |
|   Management ,    |                    |        |                   |
|   Director’s      |                    |        |                   |
|   related person  |                    |        |                   |
|   of the Company. |                    |        |                   |
+-------------------+--------------------+--------+-------------------+
|   5. Richpoint    |   The Company      | 55     |   The transaction |
|   Company Limited |   provided         |        |   is reasonable   |
|                   |   custodian        |        |   and best        |
|   Relationship    |   service for      |        |   benefit for the |
|   Richpoint       |   Richpoint        |        |   Company. The    |
|   Company Limited |   Company Limited  |        |   Company charged |
|   is major        |   and received a   |        |   Baht 15 of      |
|   shareholder of  |   Custodian fee    |        |   every Baht 1    |
|   the Company.    |   from Richpoint   |        |   million         |
|                   |   Company Limited. |        |   securities      |
|   Richpoint is    |                    |        |   outstanding     |
|   100% owned by   |                    |        |   value each day. |
|   KGI Group.      |                    |        |                   |
+-------------------+--------------------+--------+-------------------+

A. Significant business transactions with its related parties (Cont.)

+-------------------+---------------------+--------+------------------+
| Name and          | Transaction         | Size   | Rational         |
| relationship      |                     |        |                  |
|                   |                     | (Th    |                  |
|                   |                     | ousand |                  |
|                   |                     | Baht)  |                  |
+-------------------+---------------------+--------+------------------+
|   6. KGI Futures  |   The Company       | 3      |   The            |
|   (Hong Kong)     |   opened a trading  |        |   transaction is |
|   Limited         |   account with KGI  |        |   reasonable and |
|                   |   Futures (Hong     |        |   best benefit   |
|   Relationship    |   Kong) Limited and |        |   for the        |
|   KGI group is    |   paid commission   |        |   Company.       |
|   major           |   to KGI Futures    |        |   Mutually       |
|   shareholder of  |   (Hong Kong)       |        |   agreed –upon   |
|   KGI Futures     |   Limited.          |        |   fee.           |
|   (Hong Kong)     |                     |        |                  |
|   Limited and the |                     |        |                  |
|   Company.        |                     |        |                  |
+-------------------+---------------------+--------+------------------+
|   7. KGI Capital  |   The Company       | 47     |   The            |
|   (Singapore)     |   opened a trading  |        |   transaction is |
|   Pte. Limited    |   account with KGI  |        |   reasonable and |
|                   |   Capital           |        |   best benefit   |
|   Relationship    |   (Singapore) Pte.  |        |   for the        |
|   KGI group is    |   Limited and paid  |        |   Company.       |
|   major           |   commission to KGI |        |   Mutually       |
|   shareholder of  |   Capital           |        |   agreed –upon   |
|   KGI Capital     |   (Singapore) Pte.  |        |   fee.           |
|   (Singapore)     |   Limited.          |        |                  |
|   Pte. Limited    |                     |        |                  |
|   and the         |                     |        |                  |
|   Company.        |                     |        |                  |
+-------------------+---------------------+--------+------------------+
|   8. KGI Ong      |   The Company       | 52     |   The            |
|   Capital Pte.    |   opened a trading  |        |   transaction is |
|   Limited         |   account with KGI  |        |   reasonable and |
|                   |   Ong Capital Pte.  |        |   best benefit   |
|   Relationship    |   Limited and paid  |        |   for the        |
|   KGI group is    |   commission to KGI |        |   Company.       |
|   major           |   Ong Capital Pte.  |        |   Mutually       |
|   shareholder of  |   Limited.          |        |   agreed –upon   |
|   KGI Ong Capital |                     |        |   fee.           |
|   Pte. Limited    |                     |        |                  |
|   and the         |                     |        |                  |
|   Company.        |                     |        |                  |
+-------------------+---------------------+--------+------------------+
|   9. KGI Hong     |   The Company hired | 613    |   The            |
|   Kong Limited    |   KGI Hong Kong     |        |   transaction is |
|                   |   Limited to        |        |   reasonable and |
|   Relationship    |   provide           |        |   best benefit   |
|   KGI group is    |   management        |        |   for the        |
|   major           |   services to       |        |   Company. The   |
|   shareholder of  |   overseas          |        |   fee is         |
|   KGI Hong Kong   |   subsidiary        |        |   negotiated     |
|   Limited and the |   companies and     |        |   rate base on   |
|   Company.        |   paid Management   |        |   prevailing     |
|                   |   Services fees to  |        |   market rates.  |
|                   |   KGI Hong Kong     |        |                  |
|                   |   Limited           |        |                  |
+-------------------+---------------------+--------+------------------+
|   10. Ms. Suchada |   The Company       | 831    |   The            |
|   Sodthibhapkul   |   appointed Ms.     |        |   transaction is |
|                   |   Suchada           |        |   reasonable and |
|   Relationship    |   Sodthibhapkul,    |        |   best benefit   |
|   Ms. Suchada     |   Authorized        |        |   for the        |
|   Sodthibhapkul   |   Director, as the  |        |   Company since  |
|   is an           |   “Executive        |        |   the service    |
|   Authorized      |   Director” of the  |        |   provider is    |
|   Director of the |   Company. The      |        |   knowledgeable  |
|   Company.        |   Company paid      |        |   and            |
|                   |   remuneration to   |        |   experienced in |
|                   |   the Executive     |        |   the relevant   |
|                   |   Director.         |        |   matters. The   |
|                   |                     |        |   remuneration   |
|                   |                     |        |   is negotiated  |
|                   |                     |        |   rate base on   |
|                   |                     |        |   prevailing     |
|                   |                     |        |   market rates.  |
+-------------------+---------------------+--------+------------------+
|   11. Mr. Angelo  |   The Company       | 1,800  |   The            |
|   John Ynn Koo    |   appointed Mr.     |        |   transaction is |
|                   |   Angelo John Ynn   |        |   reasonable and |
|   Relationship    |   Koo as the        |        |   best benefit   |
|   Mr. Angelo John |   Company’s         |        |   for the        |
|   Ynn Koo is a    |   advisor. The      |        |   Company since  |
|   member of the   |   Company paid an   |        |   the service    |
|   Koo family. The |   advisor’s fee to  |        |   provider is    |
|   Koo family is a |   Mr. Angelo John   |        |   knowledgeable  |
|   major indirect  |   Ynn Koo.          |        |   and            |
|   shareholder of  |                     |        |   experienced in |
|   KGI Securities  |                     |        |   the relevant   |
|   Co. Ltd which   |                     |        |   matters. The   |
|   is the largest  |                     |        |   fee is         |
|   shareholder of  |                     |        |   negotiated     |
|   the Company     |                     |        |   rate base on   |
|   (Through        |                     |        |   prevailing     |
|   Richpoint       |                     |        |   market rates.  |
|   Company         |                     |        |                  |
|   Limited).       |                     |        |                  |
+-------------------+---------------------+--------+------------------+

B. Outstanding balances

As at 31^(st) December 2014, the outstanding balances with their related
parties are as follows:

+----------------------------------+---------------------+-------------+
| Name and relationship            |   Transaction       | Size        |
|                                  |                     |             |
|                                  |                     | (Thousand   |
|                                  |                     | Baht)       |
+----------------------------------+---------------------+-------------+
|   1. Richpoint Company Limited   |   Accrued service   | 15          |
|                                  |   fees              |             |
|   Relationship Richpoint Company |                     |             |
|   Limited is major shareholder   |                     |             |
|   of the Company.                |                     |             |
|                                  |                     |             |
|   Richpoint is 100% owned by KGI |                     |             |
|   Group.                         |                     |             |
+----------------------------------+---------------------+-------------+
|   2. KGI Futures (Hong Kong)     |   Guarantee deposit | 4,154       |
|   Limited                        |   receivables -     |             |
|                                  |   derivative        |             |
|   Relationship KGI group is      |   business          |             |
|   major shareholder of           |                     |             |
|                                  |                     |             |
|   KGI Futures (Hong Kong)        |                     |             |
|   Limited and the Company.       |                     |             |
+----------------------------------+---------------------+-------------+
|   3. KGI Ong Capital Pte.        |   Guarantee deposit | 7,756       |
|   Limited                        |   receivables -     |             |
|                                  |   derivative        |             |
|   Relationship KGI group is      |   business          |             |
|   major shareholder of           |                     |             |
|                                  |                     |             |
|   KGI Ong Capital Pte. Limited   |                     |             |
|   and the Company.               |                     |             |
+----------------------------------+---------------------+-------------+
|   4. KGI Securities Company      |   Capital           | 8,987       |
|   Limited                        |   expenditure for   |             |
|                                  |   developing        |             |
|   Relationship KGI Securities    |   computer system   |             |
|   Company Limited is a major     |                     |             |
|   shareholder of the Company     |                     |             |
|   through Richpoint Company      |                     |             |
|   Limited.                       |                     |             |
+----------------------------------+---------------------+-------------+
|   5. KGI Asia Limited            |   Advance received  | 745         |
|                                  |   from related      |             |
|   Relationship KGI group is      |   companies of      |             |
|   major shareholder of           |   subsidiaries      |             |
|                                  |                     |             |
|   KGI Asia Limited and the       |                     |             |
|   Company.                       |                     |             |
+----------------------------------+---------------------+-------------+
|   6. KGI Securities Company      |   Advances received | 3,400       |
|   Limited                        |                     |             |
|                                  |                     |             |
|   Relationship KGI Securities    |                     |             |
|   Company Limited is a major     |                     |             |
|   shareholder of the Company     |                     |             |
|   through Richpoint Company      |                     |             |
|   Limited.                       |                     |             |
+----------------------------------+---------------------+-------------+
|   7. KGI Hong Kong Limited       |   Other payables    | 567         |
|                                  |   and advance       |             |
|   Relationship KGI group is      |   received from     |             |
|   major shareholder of           |   related companies |             |
|                                  |   of subsidiaries   |             |
|   KGI Hong Kong Limited and the  |                     |             |
|   Company.                       |                     |             |
+----------------------------------+---------------------+-------------+

Necessity of and reason for transactions 

In 2014, the Company’s related party transactions, both commission fee
and brokerage fee, were general business terms which were approved in
principle by the Board. For other related transactions, the Company has
process of approval and disclosure in compliance with the regulation,
the Audit Committee and the Board of Directors has considered and agreed
that these transactions were necessary and reasonable and served the
benefit of the Company and shareholders. The independent directors have
no different comment from the Board resolution.

12.3 Process for approval of related party transactions

If the Company needs to do a transaction with a person who may have
conflicts of interest in futures, the Company will ensure that the
connected transaction will be reasonable , transparent, fair and best
benefit for the Company and its shareholders. The Company's policy on
Connected Transaction as follows:

Policy on Connected Transaction

Transactions with connected persons may have a conflict of interest.
Therefore, to ensure transparency and fairness to all shareholders
equally, the Company has the following policy for connected
transactions:

1. The connected transaction was approved through a transparent process
by Directors and Executives. The connected person does not participate
in the decision process.

2. The connected transaction must be fair and reasonable and to the best
benefit of the Company.

3. The connected transactions shall get approval by the Audit Committee,
Board and/or shareholders will be carried out in compliance with
notifications, regulations, orders or requirements of the SEC/SET, which
include related party transactions and acquisitions or disposal of
assets of listed companies or subsidiaries. Connected executives or
directors or shareholders will not be involved in that agenda.