8. Management

[]

8.1 Management Structure

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

1) Board of Director 7) Purchasing Committee

2) Audit Committee 8) Human Resource Committee

3) Compensation Committee 9) Disciplinary Committee

4) Nomination Committee 10) Welfare Committee

5) Risk Management Committee 11) Health and Environment Committee

6) Debt Recovery Committee 12) ESOP Committee

8.1.1 Board of Directors

As of 31 December 2009, the Company’s Board of Directors consisted of
the following 12 members; in 2009, the Company had 6 Board of Directors’
meetings; details of attendance of each director are as follows:

+------------------------+---------------------------+-----------------+
| Board Director         | Board Position            | Attendance      |
|                        |                           | Record /        |
|                        |                           |                 |
|                        |                           | Total Board     |
|                        |                           | Meeting         |
+------------------------+---------------------------+-----------------+
| 1. Mr. Foong Hock Meng | Chairman                  | 1/1             |
| ^(/1)                  |                           |                 |
+------------------------+---------------------------+-----------------+
| 2. Dr. Pisit Leeahtam  | Vice Chairman             | 5/6             |
|                        | (Independent Director)    |                 |
+------------------------+---------------------------+-----------------+
| 3. Mr. Chin-Lung Tseng | Director                  | 5/6             |
| ^(/1)                  |                           |                 |
+------------------------+---------------------------+-----------------+
| 4. Mr. Wisit           | Director                  | 6/6             |
| Wongpaisan             |                           |                 |
+------------------------+---------------------------+-----------------+
| 5. Mr. Wei Chang Fang  | Director (Authorized      | 6/6             |
| ^(/2)                  | Director)                 |                 |
+------------------------+---------------------------+-----------------+
| 6. Dr. Don Bhasavanich | Director (Independent     | 6/6             |
|                        | Director)                 |                 |
+------------------------+---------------------------+-----------------+
| 7. Mr. Pradit          | Director (Independent     | 6/6             |
| Sawattananond          | Director)                 |                 |
+------------------------+---------------------------+-----------------+
| 8. Mr. Eugenio Tan     | Director (Independent     | 4/6             |
|                        | Director)                 |                 |
+------------------------+---------------------------+-----------------+
| 9. Ms. Bee Leng Ooi    | Director (Authorized      | 6/6             |
| ^(/2)                  | Director)                 |                 |
+------------------------+---------------------------+-----------------+
| 10. Ms. Suchada        | Director (Authorized      | 5/6             |
| Sodthibhapkul ^(/2)    | Director)                 |                 |
+------------------------+---------------------------+-----------------+
| 11. Ms. Pi-Lin Huang   | Director (Authorized      | 5/6             |
| ^(/2)                  | Director)                 |                 |
+------------------------+---------------------------+-----------------+
| 12. Mr. Yen,           | Director (Authorized      | 5/6             |
| Chih-Chien ^(/2)       | Director)                 |                 |
+------------------------+---------------------------+-----------------+

Note 1/ - The Company has appointed Mr. Foong Hock Meng as a director of
the Company in place of Ms. Shen Chu Wang who resigned 27 August 2009.
Mr. Foong Hock Meng received an approval from SEC on 14 September 2009
and registered with MOC on 21 September 2009.

  - Mr. Foong Hock Meng was appointed Chairman of the Board directors of
  the Company in place of Mr. Chin-Lung Tseng from 10 November 2009. Mr.
  Chin-Lung Tseng remains a director.

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

Responsibility of the Board of Directors

The Board of Directors has responsibilities as follows:

The Board of Directors’ duties

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

To review and approve appropriate policies

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

To monitor and supervise the management

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

To monitor internal controls and internal audit procedures

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

Conduct of non-executive directors

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

Code of best practice and ethics

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

Directors’ position in other sub-committee

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

Company Secretary

The Board of Directors’ Meeting No.5/2002 dated 6^(th) November 2002
approved to appoint Ms. Nongluk Ningsanond, as acting Company Secretary
and the Company Secretary has duties as follows.

(1) To do and storage documents as follows.

(a) The Board of Directors’ Record

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

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

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

(3) Other responsibilities following Announcement of Capital Market
Committee

Criteria for selecting independent director

The Company has the following criteria for selecting independent
directors:

1. The Company will select an independent director who has all
qualifications and no prohibited characteristics as determined by the
SET and SEC. The Nomination Committee will select qualified candidates
and propose to Board’s meeting for approval.

2. As far as possible, the Company will try to select an independent
director who has relevant knowledge and working experience so that he
may provide best advice to the Board.

Characteristics of Independent directors

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

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

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

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

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

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

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

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

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

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

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

In this regards of Accounting period of 2009, The Company’s independent
directors have fully characteristics of SEC’s regulation. There is no
business relationship or any services with the Company.

8.1.2 Audit Committee

As of 31 December 2009, The Audit Committee composed of three
Independent Directors and all the Independent Directors have attended
director training programs of the Thai Institute of Directors (“IOD”).
They have adequate expertise and experience to review creditability of
financial reports. Ms. Apaporn Vorapun acts as the Secretary of the
Audit Committee.

In 2009, the Audit Committee had 4 meetings and details of attendance of
each director are as follows:

+-------------------+----------------------+------------+-------------+
| Name              | Position             | IOD        | Attendance  |
|                   |                      | Program    | Record /    |
|                   |                      | and Other  | Total       |
|                   |                      | Program    | Meeting     |
+===================+======================+============+=============+
| 1. Dr. Pisit      | Chairman of Audit    | DCP        | 4/4         |
| Leeahtam          | Committee /          | 18/2002    |             |
|                   |                      |            |             |
|                   | Independent Director |            |             |
+-------------------+----------------------+------------+-------------+
| 2. Dr. Don        | Audit Committee /    | DCP        | 4/4         |
| Bhasavanich       |                      | 62/2005    |             |
|                   | Independent Director |            |             |
|                   |                      | ACP 7/2005 |             |
|                   |                      |            |             |
|                   |                      | FND 8/2004 |             |
+-------------------+----------------------+------------+-------------+
| 3. Mr. Pradit     | Audit Committee /    | DCP 3/2000 | 4/4         |
| Sawattananond     |                      |            |             |
|                   | Independent Director | ACP 3/2004 |             |
|                   |                      |            |             |
|                   |                      | QFR 4/2006 |             |
|                   |                      |            |             |
|                   |                      | CFO 1/2004 |             |
+-------------------+----------------------+------------+-------------+

Scope of duties and responsibilities of the Audit Committee

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

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

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

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

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

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

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

7.  To prepare and to disclose in the Company’s annual report, an audit
    committee report which must be signed by the audit committee’s
    chairman and contain at least the following information:

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

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

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

  7.4 an opinion on the suitability of the auditor,

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

  7.6 the number of the audit committee meetings, and the attendance at
  such meetings by each committee member,

  7.7 an opinion or overview comment by the audit committee regarding
  the performance of its duties in accordance with the charter,

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

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

  8.1 a transaction which causes a conflict of interest,

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

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

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

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

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

8.1.3 Compensation Committee

As of 31 December 2009 The Company’s Compensation Committee consisted of
three members and there was one conference meeting in 2009, as follows:

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

  2. Mr. Pradit         Compensation Committee /         1/1
  Sawattananond         Independent Director             

  3. Ms. Chao Ling Chen Compensation Committee           1/1
  -----------------------------------------------------------------------

Scope of duties and responsibilities of the Compensation Committee

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

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

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

8.1.4 Nomination Committee

As of 31 December 2009 The Company’s Nomination Committee consisted of
three members and there were two Nomination Committee meetings in 2009.
The details of attendance of each director are as follows:

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

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

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

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

Scope of duties and responsibilities of the Nomination Committee

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

8.1.5 Risk Management Committee

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

1. Mr. Wisit Wongpaisan President

2. Mr. Wei Chang Fang Chief Operating Officer

3. Ms. Bee Leng Ooi Managing Director

4. Ms. Suchada Sodthibhapkul Managing Director

5. Ms. Pakavalee Jearsawatvattana Executive Vice President, Investment
Banking Department

6. Ms. Naruemol Artamnuayvipas Executive Vice President, Equity
Derivatives Department

7. Ms. Jariya Posayajinda Executive Vice President, Proprietary Trading
Department

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

9. Ms. Saranya Larksukthom Executive Vice President, Operation
Department

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

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

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

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

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

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

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

17. Ms. Ujjima Kitpoka Vice President, Institutional Equity Sales
Department

Scope of duties and responsibilities of the Risk Management Committee

1)  Implement risk policies and risk architecture.

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

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

4)  Monitor all risks and exposures within the Company’s risk framework.

5)  Monitor credit profiles, credit quality, collateral, and
    counterparty risk for operation.

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

7)  Grant credit limits to Business Units.

8)  Establish and maintain internal control discipline.

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

10) Monitor IT security and operations.

11) Other matters as deemed necessary by the committee.

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

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

A) Credit Risk Sub-committee for Brokerage Business: consisted of the
following 5 members:

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

  2. Ms. Suchada             Managing Director
  Sodthibhapkul              

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

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

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

Scope of duties and responsibilities of Credit Risk Sub-committee for
Brokerage Business

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

  2. To approve account opening policy.

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

  4. To deliberate on contents of any agreement made with clients or
  counterparties.

B) Credit Risk Sub-Committee for Fixed Income: consisted of the
following 5 members:

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

  2. Mr. Wei Chang Fang      Chief Operating Officer

  3. Ms. Bee Leng Ooi        Managing Director

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

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

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

  Credit Risk Sub Committee for Fixed Income is responsible for
  approving trading units’ credit limits for investments or holding of
  financial securities with inherent credit risk, and for approving
  credit limits for counterparties – both in brokerage and Re-Purchase
  Agreement transactions.

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

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

  2. Mr. Wei Chang Fang      Chief Operating Officer

  3. Ms. Bee Leng Ooi        Managing Director

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

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

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

  Credit Risk Sub Committee for Equity Derivatives is responsible for
  approving trading units’ credit limits on investments or holding of
  financial securities with inherent credit risk and for approving
  exceptional credit limits for OTC derivatives market with
  counterparties and also approve the policy as well as procedure for
  securities borrowing and lending transactions.

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

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

  2. Mr. Wei Chang Fang      Chief Operating Officer

  3. Ms. Bee Leng Ooi        Managing Director

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

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

Scope of duties and responsibilities of Investment Banking Sub-committee

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

E) Information Technology Security Sub-Committee : consisted of the
following 6 members:

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

  2. Ms. Bee Leng Ooi         Managing Director

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

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

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

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

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

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

8.1.6 Debt Recovery Committee : consisted of the following 5 members:

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

  2. Ms. Suchada Sodthibhapkul Managing Director

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

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

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

  Scope of duties and responsibilities of Debt Recovery Committee

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

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

3. To approve settlements with debtors.

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

8.1.7 Purchasing Committee : consisted of the following 5 members:

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

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

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

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

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

  2. Ms. Bee Leng Ooi             Managing Director

  3. Ms. Suchada Sodthibhapkul    Managing Director

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

  Scope of duties and responsibilities of the Human Resource Committee

  1. To review and approve HR related policies; and

  2. To review and approve promotions

8.1.9 Disciplinary Committee : consisted of the following 4 members:

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

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

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

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

  Scope of duties and responsibilities of the Disciplinary Committee

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

8.1.10 Welfare Committee : consisted of the following 7 members:

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

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

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

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

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

  6. Ms. Onusa Maieiam    Manager, COO Office

  7. Ms. Sirisuda         Deputy Manager , Investment Banking Department
  Sujariyanurak           
  ----------------------- -----------------------------------------------

  Scope of duties and responsibilities of the Welfare Committee:

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

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

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

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

8.1.11 Health and Environment Committee : consisted of the following 14
members:

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

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

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

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

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

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

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

  8. Ms. Prungsukon           Manager, President Office
  Saengklang                  

  9. Ms. Onusa Maieiam        Manager, COO Office

  10. Ms. Sirirat Chimkaew    Assistant Manager, Corporate Services
                              Department

  11. Ms. Pimploy Kankaew     Assistant Manager, Finance & Accounting
                              Department

  12. Ms. Petcharat           Deputy Manager, Research Department
  Ongartpajon                 

  13. Ms. Chananchida         Deputy Manager, Operation Department
  Poakpeenaphat               

  14. Ms. Ornveena Ruangsuwan Officer, Information Technology Department
  --------------------------- -------------------------------------------

  Scope of duties and responsibilities of Health and Environment
  Committee

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

8.1.12 ESOP Committee : consisted of the following 5 members:

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

  2. Mr. Pradit Sawattananond  Independent Director

  3. Ms. Bee Leng Ooi          Managing Director

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

  5. Ms. Chao Ling Chen        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.

 

Management

As of 31 December 2009, Company’s Executives consisted of the following
17 members:

+---+-----------------------+------------------------------------------+
|   | Name                  | Title                                    |
+---+-----------------------+------------------------------------------+
| 1 | Mr. Wisit Wongpaisan  | President                                |
| . |                       |                                          |
+---+-----------------------+------------------------------------------+
| 2 | Mr. Wei Chang Fang    | Chief Operating Officer                  |
| . |                       |                                          |
+---+-----------------------+------------------------------------------+
| 3 | Ms. Bee Leng Ooi      | Managing Director                        |
| . |                       |                                          |
+---+-----------------------+------------------------------------------+
| 4 | Ms. Suchada           | Managing Director                        |
| . | Sodthibhapkul         |                                          |
+---+-----------------------+------------------------------------------+
| 5 | Mr. Suthep Rungsiam   |   Managing Director, Retail Equity       |
| . |                       |   Business                               |
+---+-----------------------+------------------------------------------+
| 6 | Mr. Pisit Patumban*   |   Executive Vice President, Retail       |
| . |                       |   Equity Business                        |
+---+-----------------------+------------------------------------------+
| 7 | Mr. Somchai           |   Executive Vice President, Retail       |
| . | Siripaiboolpong       |   Equity Business                        |
+---+-----------------------+------------------------------------------+
| 8 | Mr. Hua-Feng Chang    |   Executive Vice President, Retail       |
| . |                       |   Equity Business                        |
+---+-----------------------+------------------------------------------+
| 9 | Mr. Natthawut         |   Executive Vice President, Retail       |
| . | Khemayotin            |   Equity Business                        |
+---+-----------------------+------------------------------------------+
| 1 | Ms. Pakavalee         |   Executive Vice President, Investment   |
| 0 | Jearsawatvattana      |   Banking Department                     |
| . |                       |                                          |
+---+-----------------------+------------------------------------------+
| 1 | Ms. Naruemol          |   Executive Vice President, Equity       |
| 1 | Artamnuayvipas        |   Derivatives Department                 |
| . |                       |                                          |
+---+-----------------------+------------------------------------------+
| 1 | Ms. Jariya            |   Executive Vice President, Proprietary  |
| 2 | Posayajinda           |   Trading Department                     |
| . |                       |                                          |
+---+-----------------------+------------------------------------------+
| 1 | Mr. Apichart          |   Executive Vice President, Fixed Income |
| 3 | Tungkiatsilp          |   Department                             |
| . |                       |                                          |
+---+-----------------------+------------------------------------------+
| 1 | Ms. Kobkarn           |   Executive Vice President, Human        |
| 4 | Cholchanupatumpa      |   Resource Department                    |
| . |                       |                                          |
+---+-----------------------+------------------------------------------+
| 1 | Ms. Saranya           |   Executive Vice President, Operation    |
| 5 | Larksukthom           |   Department                             |
| . |                       |                                          |
+---+-----------------------+------------------------------------------+
| 1 | Ms. Khunmira Thunnom  |   Executive Vice President, Finance &    |
| 6 |                       |   Accounting Department                  |
| . |                       |                                          |
+---+-----------------------+------------------------------------------+
| 1 | Ms. Nongluk           |   Executive Vice President PR &          |
| 7 | Ningsanond            |   Marketing Department                   |
| . |                       |                                          |
+---+-----------------------+------------------------------------------+

  Note * Mr. Pisit Patumban has been appointed as Managing Director :
  Retail Equity Business since 1 January 2010

8.2 Selection of Directors & Executives

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

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

In case selection of director has to get approval from shareholders, the
director appointment has to gain voting from majority shareholders
having right to vote. Election of Directors shall be made by the
shareholders' meeting according to the following procedure and rules;

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

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

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

As of 31 December 2009, the Board of Directors consisted of 12 directors
and the Company’s Directors from the KGI Group, a major shareholder,
were as follows: 1) Mr. Foong Hock Meng 2) Mr. Chin-Lung Tseng 3) Ms.
Pi-Lin Huang and 4) Mr. Yen, Chih-Chien.

8.3 Remuneration of Directors and Management

(A) Directors’ remuneration

  In 2009, the Company paid remuneration for non-executive directors of
  Baht 8.16 million, details are as follow:

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

  Directors’ bonus *                        Baht 5.50 million (for year
                                            2008)

  Audit Committee bonus *                   Baht 0.50 million (for year
                                            2008)

  Board Attendance allowance and Monthly    Baht 2.04 million (for year
  Allowance                                 2009)

  Others (traveling & accommodation         Baht 0.12 million (for year
  expenses)                                 2009)

  Total                                     Baht 8.16 million
  ----------------------------------------- -----------------------------

  Note: * Directors’ bonus and Audit Committee bonus was the bonus of
  year 2008 which be paid in 2009

Details of each Directors’ remuneration

+-------------------+--------+--------+--------+-----------+--------+
| Name              | Dire   | Audit  | Board  | Others    | Total  |
|                   | ctors’ |        | Atte   |           | Cash   |
|                   | Bonus  | Commi  | ndance | (         | Remune |
|                   |        | ttee’s |        | Traveling | ration |
|                   |        | Bonus  | and    | &         |        |
|                   |        |        |        |           |        |
|                   |        |        | M      | accom     |        |
|                   |        |        | onthly | modation) |        |
|                   |        |        | all    |           |        |
|                   |        |        | owance |           |        |
+-------------------+--------+--------+--------+-----------+--------+
|                   | 2008   | 2008   | 2009   | 2009      |        |
+-------------------+--------+--------+--------+-----------+--------+
| 1. Mr. Chin-Lung  | 1,1    | -      | -      | -         | 1,1    |
| Tseng             | 00,000 |        |        |           | 00,000 |
+-------------------+--------+--------+--------+-----------+--------+
| 2. Dr. Pisit      | 2,6    | 2      | 4      | -         | 3,2    |
| Leeahtam          | 00,000 | 00,000 | 60,000 |           | 60,000 |
+-------------------+--------+--------+--------+-----------+--------+
| 3. Mr. Pradit     | 3      | 1      | 3      | -         | 8      |
| Sawattananond     | 20,000 | 50,000 | 60,000 |           | 30,000 |
+-------------------+--------+--------+--------+-----------+--------+
| 4. Mr. Don        | 3      | 1      | 3      | -         | 8      |
| Bhasavanich       | 20,000 | 50,000 | 60,000 |           | 30,000 |
+-------------------+--------+--------+--------+-----------+--------+
| 5. Mr. Eugenio    | 1      | -      | 3      | 118,476   | 5      |
| Tan*              | 60,000 |        | 20,000 |           | 98,476 |
+-------------------+--------+--------+--------+-----------+--------+
| 6. Ms. Pi-Lin     | 3      | -      | -      | -         | 3      |
| Huang             | 20,000 |        |        |           | 20,000 |
+-------------------+--------+--------+--------+-----------+--------+
| 7. Mr. Yen,       | 3      | -      | 5      | -         | 8      |
| Chih-Chien        | 20,000 |        | 40,000 |           | 60,000 |
+-------------------+--------+--------+--------+-----------+--------+
| 8. Ms. Shen Chu   | 3      | -      | -      | -         | 3      |
| Wang **           | 20,000 |        |        |           | 20,000 |
+-------------------+--------+--------+--------+-----------+--------+
| 9. Mr. Tuan Wen   | 40,000 | -      | -      | -         | 40,000 |
| Wu ***            |        |        |        |           |        |
+-------------------+--------+--------+--------+-----------+--------+
| Total             | 5,5    | 5      | 2,0    | 118,476   | 8,1    |
|                   | 00,000 | 00,000 | 40,000 |           | 58,476 |
+-------------------+--------+--------+--------+-----------+--------+

Note : * Mr. Eugenio Tan has been as an independent director of the
Company since 20 June 2008

** Ms. Shen Chu Wang has resigned as a director of the Company since 27
August 2009

*** Mr. Tuan Wen Wu has resigned as a director of the Company since 6
March 2008

(b) Management’s remuneration

In 2009, the Company paid remuneration for 18 Executives of Baht
74,600,195 (including those who left during the year 2009), the details
are as follows.

[]

  Note * Executive means Manager and executive in the first four rank
  after the Manager, include everyone in the fourth rank position

** Bonus paid by cash basis (including part of 2008 bonus and part of
2009 bonus which paid in 2009).

8.4 Good Corporate Governance

Implement of Good Corporate Governance Policy in 2009

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. In 2009, the Company was assessed on Good
Corporate Governance by the Thai Institute of Directors (IOD) at the
range of “Very Good”. Good Corporate Governance is presented in five
categories, as follows.

Section 1 : Right of Shareholders

Section 2 : Equitable Treatment of Shareholders

Section 3 : Role of Stakeholders

Section 4 : Disclosure and Transparency

Section 5 : Responsibilities of the Board

Section 1 : Rights of Shareholders

1.  Rights to Receive Dividend

Following to the Company’s dividend policy, any dividend payment will be
considered by the Board of Directors and, if approved, be proposed to
the shareholders’ meeting, on a case by case basis, and will take into
account prevailing business conditions, outlook, investment
opportunities, and other relevant factors. The Board of Directors has
approved to propose a dividend payment to the Annual General
Shareholders’ meeting (AGM) no. 1/2010 for the year 2009 of Baht 0.10
per share (i.e. at the payout ratio of 81%), approximately amounting to
Baht 199 million. The record date on which shareholders had the right to
receive dividend on 15 March 2010 and the closing of share register book
for gathering shareholders' names under the Section 225 of the
Securities and Exchange Act on 16 March 2010. The dividends will be paid
on 26 April 2010.

1.2 Right to attend shareholders’ meeting

Before the Meeting

  1.2.1 The Company requests Thailand Securities Depository Co., Ltd.
  the Company’s registrar to send out the Notice of the AGM and relevant
  information to shareholders, which was prior to AGM day and earlier
  than required by regulations. For the AGM no. 1/2009, the Company sent
  such information on 25 March 2009, which was 14 days prior to the AGM
  day.

  1.2.2 The Company provides the notice and all relevant information
  relating to the AGM no. 1/2009 in both Thai and English language on
  the Company’s website on 9 March 2009, 30 days prior to the meeting.
  Such information was the same as the Notice in hard copy sent to
  shareholders.

  1.2.3 The notice of AGM no.1/2009, the Company provided sufficient
  information for every agenda.

  On Meeting Day

  1.2.4 The Company has specified relevant information relating to
  shareholders’ meeting such as date, time, and place by considering the
  convenience of shareholders. The Company held AGM no.1/2009 on 9 April
  2009, at 2 p.m., at the Conrad Hotel, Bangkok, All Seasons Place,
  Ballroom, Wireless Road, Bangkok. As well, the Company has staff and
  technologies to support shareholders’ convenience to check
  shareholders’ documents. The Company also prepared revenue stamps to
  support shareholders who were appointed as proxy and allowed
  shareholders who came after the meeting began to attend the meeting.

  1.2.5 At AGM no. 1/2009, the Company follows CG as follows:

  a) All directors and executives were present at the meeting to explain
  and answer the shareholders’ questions. The Company introduced all
  directors (12 persons), Management , Auditor and Chairman of
  Sub-Committees to shareholders.

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

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

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

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

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

  After the Meeting Day

  1.2.6 The Company disseminates the resolutions of the shareholders’
  meeting a work day following the meeting day through the SET’s ELCID
  System. On the AGM no. 1/2009 the Company announced the resolutions
  and the voting, separating the “approve”, "against” or “abstention”
  through the SET’s ELCID System on 9 April 2009.

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

  1.2.8 The AGM no. 1/2009, the Company disseminates the minutes of the
  shareholders’ meeting to SET and posts in the Company’s website both
  in Thai and English language on 23 April 2009, which was 14 days after
  the meeting.

1.3 Right to Receive Information

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

Section 2 : Equitable Treatment of Shareholders

2.1 Fair and Equal Treatment to Shareholders

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

  2.1.2 In the case shareholders would like to appoint an independent
  director to vote on their behalf as a proxy, the Company has proposed
  names of independent directors, at least one, on the notice of the
  shareholders’ meeting for their consideration. At AGM no. 1/2009, the
  Company proposed names and profiles of three independent directors
  which were 1. Dr. Pisit Leeahtam 2. Dr. Don Bhasavanich and 3. Mr.
  Pradit Sawattananond on the notice of the shareholders’ meeting for
  the shareholders’ considerations to appoint as a proxy and there were
  19 shareholders appointed independent directors who the Company
  proposed.

2.2 Preventive Policy regarding Use of inside Information

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

3.  Disclosures of reports on interests of Directors, Executives, and
    Related Persons.

  The Board of Directors’ meeting no. 4/2009, held on 14 May 2009,
  determined the policies of report on interests of directors,
  executives and related persons in accordance with the SEC and SET
  regulations as follows.

  2.3.1 All directors and executives have to report their interests and
  those of their related persons.

  A) The first submission of the report on interests was 1 July 2009.

  B) If there are any changes on the information on the report on
  interests, all directors

  and executives have to report the update within 7 days of the change.

  C) All directors and executives have to update yearly on the report of
  interests.

  2.3.2 All directors and executives have to submit the reports on
  interests to the Company Secretary and the Company Secretary will
  submit such information to the Chairman of the Board of Directors and
  the Chairman of the Audit Committee within 7 days of receiving the
  reports.

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

Section 3 : Role of Stakeholders

3.1 Treatment of Stakeholders

Shareholder

The Company has attempted to provide the highest return to shareholders.
As well, the Company has encouraged shareholders to exercise their legal
rights covering statutory rights of shareholders such as receiving
dividends and voting rights, and the Company has taken care of
shareholders over what is required by regulations such as providing
necessary information through the Company’s website.

Client

The Company has the principle that clients are the first importance.
Therefore, the Company has continued to improve and develop products and
services to provide comprehensive services. The Company has been
recognized as the leader in developing innovative products that help
clients have more investment alternatives. Furthermore, the Company has
put emphasis on equal and fair treatment to all clients and client
information is kept confidential. Additionally, the Company’s compliance
covers the procedures to deal with clients’ complaints and comments.

Employee

The Company values its human resources and regards them as important
human capital. The Company also gives high priority to developing and
strengthening the efficiency of its employees. This should improve their
performance and the efficiency of the organization.

1.  The Company organizes training programs to educate and develop its
    employees’ skills continuously.

2.  The Company shall give appropriate and fair compensation and
    welfare. The Company has the Welfare Committee to consider and
    recommend welfare to employees such as providing health check-ups
    every year, having welfare for IPD and OPD medical expenses. For IPD
    the welfare covers employees’ families, spouse and children.

3.  The Company gives equitable rights to employees to be members in the
    Company’s provident fund.

4. The Company gives importance to a healthy and safe environment for
working thus the Company has set up a Health and Environment Committee
to ensure that employees have a safe and healthy work environment.

Competitor

The Company has supported the policy of competition fairness following
the regulations of the SEC and SET.

Supplier

The Company will treat all suppliers fairly and transparently. The
Company has a purchasing committee to ensure that the competing vendors
are given fair treatment and to review purchasing procedures and systems
to ensure they are appropriate.

Creditor

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

Community and Society

The Company has continually implemented policies to enhance the
community and society such as donating money to construct schools and
libraries in remote areas, donating money to help victims who suffered
from disasters, donating computers to supporting education, and holding
seminars to provide knowledge to students and general investors.

Environment

The Company has always been concerned about the environment. Therefore,
the Company joined in planting tress for the sustainable forest program
in honor of the 60^(th) anniversary of His Majesty the King’s Accession
to the Thorne. The trees were planted on 10 acres of land in Kuiburi
District, Prachuabkhirikhan Province. The Company also donated money to
Wat Phra Baht Nam Phu to support the monarch’s AIDS patients of
Thammarak Niwet Housing Project. Furthermore, the Company has had
campaigns on Global Warming concerns such as persuading employees to
save on electricity consumption in the office by turning off electrical
equipment and lights whenever they are not used etc.

3.2 Participation of Stakeholders

All stakeholders can file complaints with the Legal and Compliance
Department, at 173 Asia Centre Building, 11^(th) Floor, South Sathorn
Road, Khwaeng Thungmahamek, Khet Sathorn, Bangkok 10120 or telephone 02
658 8888 ext. 8745-6, or e-mail at compliance@kgi.co.th The Legal and
Compliance Department will report complaints to the Audit Committee and
report to the Board of Directors.

SECTION 4 : Disclosure and Transparency

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

  For the year 2009, the Company has disclosed significant information
  in accordance with the rules of listed companies such as the Company
  Annual Registration Statement (form 56-1), and Annual Report (form
  56-2) in both Thai and English language via the SET’s ELCID System and
  on the Company’s website.

2.  Quality of Financial Reports

  The Company discloses the Report of the Board of Directors’
  responsibilities for financial statements which is signed by the
  Chairman of the Board, Chief Operating Officer, and Executive of
  Finance & Accounting Department and has published in the Annual
  Report. For financial year 2009, the Board reported that the financial
  statements of the Company ended 31 December 2009 are prepare in line
  with generally accepted accounting principles and relevant rules and
  regulations.

3.  Investor Relations

  The Company has set up an Investor Relations Division to be the
  representative of the Company which can be contacted by shareholders,
  institutional investors, analysts, other investors and related
  government agencies. Investors can contact Investor Relations Division
  at 02-658-8881 or email investorrelations@kgi.co.th

SECTION 5 : Responsibilities of the Board

5.1 Board Structure

The Company has considered an appropriate Board structure and balanced
their responsibilities. As of 31 December 2009, the Board of Directors
consisted of 12 persons. Each director has various qualifications,
skills, experience, and expertise that are useful to the Company. The
Board Structure is as follows.

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

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

- There are 4 representative directors from major shareholder, which are
1/3 of all directors and proper with the Company’s investment fund.

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

- There are 4 directors who attend the IOD program.

  - The Company has assigned the Company Secretary to provide regulatory
  advice, take care of the Board’s activities, and monitors compliance
  to the Board’s resolutions. The Board of Directors approved to appoint
  Ms. Nongluk Ningsanond, who graduated from the Company Secretary
  Program class 5/2004 conducted by Thai Institute of Directors (IOD),
  to act as the Company Secretary.

Board Structure

+---------------------+------------+----+-----+----+------------------+
| Director            | Position   | I  | Re  | E  | Details of       |
|                     |            | nd | pre | xe | Directors        |
|                     |            | ep | sen | cu |                  |
|                     |            | en | tat | ti | who attended     |
|                     |            | de | ive | ve |                  |
|                     |            | nt | Dir | Di | IOD Program and  |
|                     |            | D  | ect | re |                  |
|                     |            | ir | ors | ct | other Program    |
|                     |            | ec | f   | or |                  |
|                     |            | to | rom |    |                  |
|                     |            | rs | ma  |    |                  |
|                     |            |    | jor |    |                  |
|                     |            |    | sh  |    |                  |
|                     |            |    | are |    |                  |
|                     |            |    | hol |    |                  |
|                     |            |    | der |    |                  |
+---------------------+------------+----+-----+----+------------------+
| 1. Mr. Foong Hock   | Chairman   | -  |    | -  | -                |
| Meng                |            |    |     |    |                  |
+---------------------+------------+----+-----+----+------------------+
| 2. Dr. Pisit        | Director   |   | -   | -  | DCP 18/2002      |
| Leeahtam            |            |    |     |    |                  |
+---------------------+------------+----+-----+----+------------------+
| 3. Mr. Chin-Lung    | Director   | -  |    | -  | -                |
| Tseng               |            |    |     |    |                  |
+---------------------+------------+----+-----+----+------------------+
| 4. Mr. Wisit        | Director   | -  | -   |   | -                |
| Wongpaisan          |            |    |     |    |                  |
+---------------------+------------+----+-----+----+------------------+
| 5. Mr. Wei Chang    | Director   | -  | -   |   | -                |
| Fang                |            |    |     |    |                  |
+---------------------+------------+----+-----+----+------------------+
| 6. Dr. Don          | Director   |   | -   | -  | DCP 62/2005,ACP  |
| Bhasavanich         |            |    |     |    | 7/2005           |
|                     |            |    |     |    |                  |
|                     |            |    |     |    | FND 8/2004       |
+---------------------+------------+----+-----+----+------------------+
| 7. Mr. Pradit       | Director   |   | -   | -  | DCP 3/2000, ACP  |
| Sawattananond       |            |    |     |    | 3/2004           |
|                     |            |    |     |    |                  |
|                     |            |    |     |    | QFR 4/2006, CFO  |
|                     |            |    |     |    | 1/2004           |
+---------------------+------------+----+-----+----+------------------+
| 8. Mr. Eugenio Tan  | Director   |   | -   | -  | -                |
+---------------------+------------+----+-----+----+------------------+
| 9. Ms. Bee Leng Ooi | Director   | -  | -   |   | -                |
+---------------------+------------+----+-----+----+------------------+
| 10. Ms. Suchada     | Director   | -  | -   |   | DCP 38/2003, CMA |
| Sodthibhapkul       |            |    |     |    | 2/2006           |
+---------------------+------------+----+-----+----+------------------+
| 11. Ms. Pi-Lin      | Director   | -  |    | -  | -                |
| Huang               |            |    |     |    |                  |
+---------------------+------------+----+-----+----+------------------+
| 12. Mr. Yen,        | Director   | -  |    | -  | -                |
| Chih-Chien          |            |    |     |    |                  |
+---------------------+------------+----+-----+----+------------------+

5.2 Sub-Committees

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

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

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

5.3.1 The Board of Directors approved the Good Corporate Governance
Policy in writing. The Board of Directors will review and assess the
implementation of the policy at least once a year. The Company
encourages its staff to follow that policy. The Board of Directors’
meeting no. 1/2010, held on 25 February 2010, reviewed the Good
Corporate Governance Policy and Company’s Implementation of its CG
policy in 2009, and announced that all staff had acknowledged and
followed the policy. The Company has posted the policy on the Company’s
website under the topic “Good Corporate Governance”.

5.3.2 The Company has carefully considered conflicts of interest in the
Board of Directors meetings for the best interest of the company and all
shareholders. Persons who have interest in the transaction can not
participate in the decision making process. The Board also monitors
compliance to the regulations regarding criteria, procedures and
disclosures of transactions with conflict of interests.

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

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

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

5.4 Meeting of the Board of Directors

5.4.1 The Board of Directors sets its meeting schedule in advance and
notifies each director of the schedule so that each member can arrange
to attend the meetings. The Company has considered the number of Board
meetings that it should be appropriate meet the obligations and
responsibilities of the Board and nature of the company. In 2009, there
were 6 Board of Directors’ meetings held.

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

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

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

5.5 Self-Evaluation by the Board of Directors

The Board of Directors conducts a self-evaluation once a year. Each
director will conduct an overall evaluation of the Board’s
implementation and then review conjointly to reconsider and resolve
issues. The evaluation topics cover the following:

1.  Structure and characteristics of the board.

2.  Roles and responsibilities of the board.

3.  Board Meeting

4.  The board’s performance of duties.

5.  Relationship with management.

6.  Self-development of directors and executive development

The assessment points are 0 – 4 and N/A; 0 = no processing on that
issue, 1 = there is less processing on that issue, 2 = there is moderate
processing on that issue, 3 = there is good processing on that issue, 4
= there is excellent processing on that issue, and N/A = not applicable.
The Board’s assessment for 2009 was satisfactory with high point
(good-excellent processing on that issue).

5.6 Remuneration and Compensation

The Compensation Committee considers the remuneration of directors which
will take into account prevailing profit of the Company, reflect
experience, obligations, scope of work, accountability and
responsibilities, contributions of each director and comparable to the
industry level in which the company operates. The Committee will
recommend the compensation of the directors to the Board of Director for
approval and propose to the shareholders’ for final approval.

5.7 Development of Directors and Executives

  5.7.1 The Board encourages and facilitates training for all internal
  parties (such as directors, members of the Audit Committee,
  Executives, Company Secretary, etc.) on corporate governance. Training
  will enable them to continuously improve their performances.

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

5.8 Succession Plan

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

8.5 Prevention of Misuse of Inside Information

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

1.  Executives cannot trade the Company’s securities one month prior to
    the disclosure of financial statements to the public until a day
    after disclosure.

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

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

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

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

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

8.6 Personnel

Number of employees

As of 31 December 2009, the Company had a total of 508 employees,
divided as follows:

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

  Management*                                  17

  Equities Broking Business                    329

  Non Equity Business                          35

  Supporting Office                            113

  Audit                                        7

  Legal and Compliance                         7

  Total **                                     508
  -------------------------------------------- --------------------------

Note: *Executive means Manager and executive in the first four rank
after the Manager, include everyone in the fourth rank position which
mean President, Chief Operating Officer, Managing Director and Executive
Vice President.

Labor force cases in the past three years

- None -

Total compensation and type of compensation of employees

From 1 January 2009 to 31 December 2009, total compensation paid to
employees was Baht 357.85 million as recorded in the Company’s financial
statements. This amount consisted of :

+-------------------------------------------------+-------+-----------+
| Salaries , Bonuses c                            | 3     | Mil       |
| ommissions paid to marketing officers and other | 50.85 | lion Baht |
+-------------------------------------------------+-------+-----------+
| The Company’s contribution in provident fund    | 7.00  | Mil       |
|                                                 |       | lion Baht |
+-------------------------------------------------+-------+-----------+
| Total                                           | 35    | Mil       |
|                                                 | 7.85  | lion Baht |
+-------------------------------------------------+-------+-----------+

Employee Development Policy

Even during the global economic crisis, one of KGI's strategies is to
develop executives, sales and employees. In 2009, the company arranged
17 in-house training courses and supported employees attending more than
50 outside programs. The total number of participants was more than
2,000. On average, each employee attends about 10 hours in training
sessions per year. Most of the courses are on new products and updated
regulations for sales such as Derivatives Warrant, Gold Futures, ThaiDEX
FTSE SET Large Cap ETF (TFTSE), margin’s regulations, refresher courses.

The Company values occupational safety health and environment. Three
courses were organized for all executives and staff in the head office.
The courses were Safety Officer in Management Level, Safety Officer in
Supervisor Level, and Fire Basic Course. Furthermore, the company
co-arranged a “CSR Day” workshop with Thaipat Institute and SET for KGI
executives and employees to understand more about Corporate Social
Responsibility (CSR) and help employees more efficiently perform CSR
activities with the organization.

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

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