LAGUNA RESORTS & HOTELS PUBLIC COMPANY LIMITED

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Laguna Phuket
Laguna Phuket

Banyan Tree Bangkok
Banyan Tree Bangkok

Banyan Tree Phuket
Banyan Tree Phuket

Angsana Laguna Phuket
Angsana Laguna Phuket

Outrigger Laguna Phuket Resort And Villas
Outrigger Laguna Phuket Resort And Villas

Laguna Holiday Club Phuket Resort
Laguna Holiday Club Phuket Resort

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Corporate Governance



The Company is committed to maintaining high standards of corporate governance within the Company in order to protect and enhance long-term shareholder value. The Company has adopted and continuously developed a set of good corporate governance practices and policies which are modeled on principles advocated by The Stock Exchange of Thailand (SET) as per the details set out in the following sections.

1. Rights of Shareholders

The Company recognizes the importance of shareholders’ rights. In 2012, the Company’s Annual General Meeting was held on 27 April 2012. The Company conducted the meeting and fully complied with all relevant laws and regulations in respect of shareholders’ rights in the following manner.

1.1 All shareholders have the same basis and rights in the casting of votes at meetings and the receipt of dividends when declared by the Company. These are calculated based on their respective shareholding in the Company.
1.2 At every shareholders’ meeting, shareholders are given the right to approve important matters such as election of directors (shareholders can elect directors individually), directors’ remuneration, appointment of auditors and dividend payment, etc.
1.3 The Company has invited the shareholders to propose 2012 Annual General Meeting (AGM) agenda items in advance of the AGM through the channels of the SET and the Company’s website (www.lagunaresorts.com). However, none have been proposed by the shareholders.
1.4 The Company does not invite the minority shareholders to nominate their own candidates to be appointed as the Company’s directors ahead of the meeting. This is because the Company already gives all shareholders an opportunity to nominate their own candidates (who meet the requirements under the Plc Act) and to vote for candidates at the shareholders’ meeting.
1.5 The Company has assigned Thailand Securities Depository Company Limited, which is the Company’s share registrar, to distribute a package containing the notice and agenda of the meeting to the shareholders at least 10 days prior to the meeting. The meeting documents include the facts and rationales and opinions of the Board as well as other information relating to the agenda items such as information on the persons nominated for election as directors, auditors’ profiles, the part of the Company’s Articles of Association that relates to the shareholders’ meeting, map to the venue of the shareholders’ meeting convenient for attendance, proxy forms, documents and evidence of entitlement to attend the meeting, etc. This is to enable the shareholders to prepare themselves for the meeting. In addition, the notice of the shareholders’ meeting will be advertised in the press and all information contained in the meeting documents will also be posted on the Company’s website (www.lagunaresorts.com) at least 1 month prior to the meeting. Moreover, shareholders are always invited to register at least 1 hour before the meeting begins.
1.6 Before the start of every shareholders’ meeting, the Company Secretary will explain the voting methodology to shareholders. A team of legal counsels from a leading international law firm is invited to verify the registration procedure before the Chairman of the meeting announces to the shareholders, the number of shareholders and proxy holders present at the meeting and the number of shares held by them. The legal counsels also verify the vote counting procedure in respect of each agenda item before the votes are announced as resolution of the shareholders’ meeting. Shareholders may verify the detailed results of the vote of each agenda item at the end of each meeting. The same results and a summary of questions from shareholders will also be included in the minutes of the meeting which are accurately and completely documented in all material aspects and will be sent to all shareholders for their review prior to the following meeting. The minutes of the 2012 Annual General Meeting were posted on the Company’s website (www.lagunaresorts.com) within 14 days after the meeting was held.
1.7 The Company’s policy in conducting shareholders’ meetings is not only to meet all legal requirements but to also provide a platform and opportunity for shareholders to communicate their views and ask the directors and the management questions regarding matters affecting the Company. The Chairman allocates sufficient time for the meeting and conducts the meeting in an appropriate and transparent manner. During the meeting, shareholders are allowed to give comments and ask questions before the resolution on each agenda item is summarized. In addition, to facilitate shareholders in protecting their rights, shareholders who have any questions that require the Company’s clarification during the meeting may send their questions in advance at “ir@lagunaresorts.com” or fax them to 66 (0) 2285 0733.
1.8 Apart from the external auditor who will attend the Annual General Meeting, the Chairman of the Board, the Chairman of the Audit and Risk Committee and the Chairman of the Nomination and Remuneration Committee, and all of the Company’s directors will also endeavour as far as reasonably practicable to be present at the shareholders’ meeting in order to assist the Board in addressing queries raised by the shareholders. The Company also invites its legal counsels from a leading international law firm to attend the meeting in case a legal question requiring clarification arises during the meeting. Furthermore, the Company provides a professional translator to be present at the meeting to assist shareholders and the Board to communicate more effectively in English and Thai. At the previous 2012 Annual General Meeting, the Chairman of the Board, the Chairman of the Audit and Risk Committee, the Chairman of the Nomination and Remuneration Committee, and other directors were present at the Meeting. Details of their names are stated in the minutes of the 2012 Annual General Meeting.
1.9 Any shareholders who arrive at the meeting after the meeting has begun are still entitled to vote on the agenda items that are still under consideration and have not been voted upon.
1.10 News and information relating to the Company is disseminated through the Company’s website (www.lagunaresorts.com), which includes information such as the resolutions of the Company’s Board of Directors on important matters, resolutions of the shareholders’ meetings, financial information, information which may affect the Company’s share price, Annual Report, etc.
1.11 According to the assessment carried out by the Thai Investors Association, which assessed the quality of the 2012 Annual General Meeting, the Company was rated excellent.

2. Equal Treatment of Shareholders

The Company recognizes its duty to ensure equal treatment of shareholders by complying with all relevant laws and regulations as follows:

2.1 For shareholders who are unable to attend a meeting in person, the Company provides opportunity for such shareholders to appoint another person as proxy to attend the meeting on their behalf by using proxy form B sent by the Company. Proxy form B is one of the forms prescribed by the Ministry of Commerce which allow shareholders to make voting directions. Moreover, the Company provides opportunity for shareholders to appoint the Company’s independent director as proxy to undertake proxy voting on behalf of shareholders who are unable to attend the meeting. The name of the independent director is provided in the proxy forms, together with the profile of that independent director who has been given proxy to vote on behalf of shareholders who are unable to attend the meeting, all of which are attached as part of the meeting documents.
2.2 The Company ensures that directors and management are aware of their duty to report a change in their holding of the Company’s securities to the SEC within 3 business days in accordance with the Securities and Exchange Act. The securities holding report is also included in the agenda of the Board meeting for the Board’s acknowledgment once every 3 months.
2.3 Any director or management who has an interest in, or is related to, any transaction between the Company and an interested or related person will not participate in the decision making process involving such transaction. The Company has disclosed and strictly followed the procedures on such transaction in accordance with the regulations of the SET and notification of the Capital Market Supervisory Board.
2.4 The Company has formulated a Code of Business Conduct to provide guidelines for the Board, senior management and employees of all levels to comply with. The Statement includes the prohibition on the improper use of insider information for personal benefit or to benefit others. Additionally, the Board approved the policy on dealing in securities of the Company which prohibits the dealing in the Company’s shares while in possession of unpublished confidential and price-sensitive information during the “Embargo Period.” Details are further described under the heading “Supervision on the Use of Inside Information” in the Form 56-1 and in the Company’s Annual Report. There is no violation of the policy found during 2012.

3. Role of Stakeholders

In its pursuit for sustainable growth and financial returns for its shareholders, the Company strives to become a role model corporate citizen. It respects the rights of all its stakeholders and conducts its operations fairly and strictly in compliance with all laws, rules and regulations.

Shareholders:

The Board of Directors is committed to perform its duties honestly, transparently and diligently in the best interest of all its shareholders, to preserve and enhance long-term shareholder value. All important information which may have an impact on the Company’s share price and/or shareholders decisions are fully disclosed in a timely manner.

Employees:

Being in the hospitality industry, the Company believes that its people are its greatest asset. The Company has taken steps to ensure that all labour laws are complied with and all employees are treated fairly without discrimination or favoritism. The Company offers competitive pay packages and welfare benefits such as meal allowance, laundry allowance, complimentary vouchers and health & personal accident insurance to all its employees with continually upgraded programs. Additionally, the Company provides its employees a safe, hygienic and conducive working environment, air-conditioned buses and a provident fund. Furthermore, the Company not only encourages its employees to attend training related to their line of responsibility to enhance their knowledge and skills but also selects talented employees to attend the Management Development Program annually in order to develop them in accordance with the succession plan. The Company’s operations are not involved in human rights violations.

The Company’s Board of Directors approved the Whistle Blowing Policy and communicated this throughout the organization. The policy has provided guidance and a confidential procedure to the Company’s employees who feel they need to raise an issue concerning a major wrongdoing, irregularity or impropriety within the Company. As far as the Company’s Board of Directors is aware, there have been no claims or allegations under such policies up until the present.

Customers:

The Company aims to provide its guests a safe and unforgettable experience at its hotels and resorts. Safety of its guests is one of the Company’s top priorities and in this regard a safety committee has been formed at each property with the objective of improving the safety of our guests.

Competitors:

The Company believes that competition is the essence of a free and open market and therefore avoids any actions which may prevent, obstruct or discourage potential competitors from entering the markets in which the Company operates in. The Company takes the view that healthy competition encourages product and service innovations in the market place which would increase market standards and ultimately benefit consumers and society at large. The Company will neither engage in any fraudulent act to violate or obtain competitors’ trade secrets nor in any infringement of intellectual property or copyright including anti-corruption and anti-bribery, which has been stipulated in the Code of Corporate Conduct approved by the Company’s Board of Directors, for the benefit of the Company’s business.

Society & Environment

The Company aims to be a socially responsible company and has continued to safeguard its natural environment, cultural heritage, and promote communal prosperity by establishing the Corporate Social Responsibility (“CSR”) Committee named “Laguna Phuket Social Committee” to contribute towards environmental conservation programs and to develop sustainable communities by initiating various CSR programs which focus on social and educational development, environmental conservation, religious and cultural preservation, associate benefits and relations, details as shown under the heading “CSR” in Form 56-1 and in the Company’s Annual Report as well as in the Company’s website (www.lagunaresorts.com).

Green Leaf Awards received by the individual hotels reflect recognition of Laguna Phuket’s commitment to conserve the environment. The Company encourages and supports the staff to use resources efficiently. Day-to-day operations at the resort apply the Three Rs of green management: Reduce, Re-use and Recycle. Each hotel has a staff education program to teach the importance of caring for the environment, and consumption of energy and water is closely monitored through the extensive checklists to be completed by the staff. No raw sewerage is discharged into the sea from the resort complex. After being treated, sewerage and wastewater are directed into a sophisticated recycling system. The resulting water is used to irrigate the gardens, details as shown under the heading of “CSR/Environmental Policy” in the Company’s website (www.lagunaresorts.com).

Suppliers:

The Company strives to forge long-term business relationships with its suppliers and therefore has the policy to always give a fair profit to its suppliers and to respect payment terms and conditions. In addition, in selecting its suppliers, the Company applies the same selection criteria specified in the Company’s Standard Operating Procedures which have been distributed and communicated throughout the organization in order to understand and to strictly adhere to the procedures accordingly.

Creditors:

The Company considers creditors as important business partners and therefore aims to fulfill all its obligations to its creditors. In 2012, creditors challenged that the Company had failed to comply with any obligations.

4. Information Disclosure and Transparency

The Company’s emphasis on the disclosure of accurate and complete information in a transparent and timely manner as shown by the following.

4.1 Each of the directors and executives of the Company has filed with the Company a report covering his interest or his related person’s interest in relation to management of the Company or its subsidiaries in accordance with the criteria and procedures as specified in the notification of the Capital Market Supervisory Board, and has updated and filed with the Company within 30 days should there be any change in the report. The report is also included in the agenda of the Board meeting for the Board’s acknowledgment once every 3 months.
4.2 In the previous year, the Company disclosed all general and financial information as well as information which may affect the price of the Company’s securities correctly, completely, transparently and on a timely manner, in accordance with the rules and regulations of the SEC and the SET. All information is communicated to investors, shareholders and relevant sectors through the channels of the SET and the Company’s website (www.lagunaresorts.com).
4.3 Individual investors, shareholders, stock analysts and state agencies may contact the Company through the Company Secretary at telephone number 66 (0) 2677 4455 or at “ir@lagunaresorts.com”.
4.4 The Company’s financial statements contain accurate and complete information and are prepared in accordance with generally accepted accounting standards. In addition, they are audited/reviewed by auditors from a well-known auditing firm (currently Ernst & Young Office Limited) and are approved by the Company’s Audit and Risk Committee and Board before being disclosed through the SET. The information relating to the “Board of Directors’ Responsibility for the Company’s Financial Statements” is available in the Company’s Annual Report. In 2012, the Company’s quarterly and annual financial statements were certified unconditionally from the auditor.
4.5 The Company wishes to refer the following matters to the disclosure made in other places:

The name of directors and the scope of the powers, duties and responsibilities of the Board and other committees are detailed under the heading “Management Structure” in the Form 56-1 and in the Company’s Annual Report.
The professional experience of the directors and members of other committees is detailed in Attachment 1 to Form 56-1 and under the heading “Board of Directors & Management and Company Secretary” in the Company’s Annual Report.
The number of Board meetings held and the number of Board meetings attended by each director in 2012 are detailed in clause 5 hereof: “Board Responsibility.”
The performance of the Audit and Risk Committee in the past year is detailed in Attachment 3 to Form 56-1, and under the heading “Report of the Audit and Risk Committee” in the Company’s Annual Report.
The performance of the Nomination and Remuneration Committee in the past year is detailed in Attachment 4 to Form 56-1, or under the heading “Report of the Nomination and Remuneration Committee” in the Company’s Annual Report.
The remuneration for directors and management is detailed under the heading “Directors’ and Management’s Remuneration” in Form 56-1 and in the Company’s Annual Report.
4.6 In 2012, the Company made full disclosure of information within the time frame specified in the regulations of the SET and the SEC. In addition, neither the SET nor the SEC challenged that the Company had failed to comply with any disclosure requirement.

5. Board Responsibility

5.1       Board Structure

5.1.1  Members of the Board and Terms of DirectorshipThe Company’s Board of Directors currently comprises 12 members, 4 of whom are Independent Directors namely Mr. Vudhiphol Suriyabhivadh, Mr. Udom Vichayabhai, Dr. Jingjai Hanchanlash and Dr. Satit Rungkasiri representing one-third of the total Board members. The Board comprises business leaders and professionals with financial, accounting, legal and business management backgrounds.

The Company’s policy to fix the term of office of directors is under Article 14 of the Company’s Articles of Association which stipulated that at each annual general meeting, one-third of directors shall retire from office and that the director who has been longest in the office shall retire. Therefore, the term of office of a director of the Board shall be 3 years. Retiring directors would be eligible for re-election.

5.1.2 Definition of “Independent Director”“Independent Directors” means the persons who have all the necessary qualifications and independence in accordance with and equivalent to the criteria set by the Capital Market Supervisory Board. At present, the said regulation prescribes that the qualifications of an Independent Director are as follows:

(a) holding shares not exceeding 1 percent of the total number of voting rights of the Company, its parent company, subsidiary, affiliate or juristic person which may have conflicts of interest, including the shares held by related persons of the independent director;
(b) neither being nor having been an executive director, employee, staff, or advisor who receives salary, or a controlling person of the Company, its parent company, subsidiary, affiliate, same-level subsidiary or juristic person who may have conflicts of interest unless the foregoing status has ended not less than 2 years prior to the date of appointment;
(c) not being a person related by blood or registration under laws, such as father, mother, spouse, sibling, and child, including spouse of the children, executives, major shareholders, controlling persons, or persons to be nominated as executive or controlling persons of the Company or its subsidiary;
(d) not having a business relationship with the Company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, in the manner which may interfere with his independent judgement, and neither being nor having been a major shareholder, non-independent director or executive of any person having a business relationship with the Company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing relationship has ended not less than 2 years prior to the date of appointment.The term ‘business relationship’ in the aforementioned under paragraph one includes any normal business transaction, rental or lease of immovable property, transaction relating to assets or services or grant or receipt of financial assistance through receiving or extending loans, guarantee, providing assets as collateral, including any other similar actions, which result in the Company or his counterparty being subject to indebtedness payable to the other party in the amount of 3 percent or more of the net tangible assets of the Company or Baht 20 million or more, whichever is lower. The amount of such indebtedness shall be calculated according to the calculation method for value of connected transactions under the Notification of the Capital Maret Supervisory Board governing rules on connected Transactions mutatis mutandis. The combination of such indebtedness shall include indebtedness taking place during the course of one year prior to the date on which the business relationship with the person commences;
(e) neither being nor having been an auditor of the Company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and not being a major shareholder, non-independent director, executive or partner of an audit firm which employs auditors of the Company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing relationship has ended not less than 2 years from the date of appointment;
(f) neither being nor having been any professional advisor including legal advisor or financial advisor who receives an annual service fee exceeding Baht 2 million from the Company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and neither being nor having been a major shareholder, non-independent director, executive or partner of the professional advisor unless the foregoing relationship has ended not less than 2 years from the date of appointment;
(g) not being a director who has been appointed as a representative of the Company’s director, major shareholder or shareholders who are related to the Company’s major shareholder;
(h) not operating any business which has the same nature as and is in significant competition with the business of the Company or subsidiary, or not being a principal partner in any partnership, or not being an executive director, employee, staff, or advisor who receives salary; or holding shares not exceeding 1 percent of the total number of voting rights of any other company operating a business which has the same nature as and is in significant competition with the business of the Company or subsidiary;
(i) not having any characteristics which make him incapable of expressing independent opinions with regard to the Company’s business affairs.
After having been appointed as independent director with qualifications complying with the criteria under (a) to (i) of paragraph one, the independent director may be assigned by the board of directors to take part in the business decision of the company, its parent company, subsidiary, affiliate, same-level subsidiary or juristic person who may have conflicts of interest on the condition that such decision must be a collective one.
5.1.3 Nomination of DirectorsEach candidate for a Company directorship must have the qualifications prescribed by the SET, the SEC and the Public Limited Companies Act, and must be nominated by the Nomination and Remuneration Committee. Additional details are described under the heading “Method of Appointment and Removal of Directors as included in the Company’s Articles of Association”.
5.1.4 Aggregation or Separation of Positions – Chairman of the Board and Chief Executive OfficerCurrently, Mr. Ho KwonPing is the Chairman of the Board and the Chief Executive Officer of the Company. He is closely associated with the Group’s success. The Board is of the view that the current structure is appropriate and adequate given that Mr. Ho KwonPing has been able to effectively and competently execute the responsibilities of both the Chairman of the Board and Chief Executive Officer positions.
5.2 Sub-CommitteesThe Board approved the establishment of two sub-committees comprising all Independent Directors to assist the Board to screen details in order to achieve operational efficiency. Additionally, in order to perform their duties transparently and independently, the Chairman of the Board is neither a Chairman nor a member of both committees as follows:

5.2.1 Audit and Risk CommitteeThe Audit and Risk Committee comprises three independent directors, one of whom has adequate expertise and experience to review the creditability of the financial reports by reviewing the financial reports of some listed companies in the Stock Exchange of Thailand. The members and the scope of duties and responsibilities of the Audit and Risk Committee have been disclosed under the heading “Management Structure” in Form 56-1 and in the Company’s Annual Report.
5.2.2 Nomination and Remuneration CommitteeThe Nomination and Remuneration Committee comprises three independent directors, thus forming a strong and independent element which will enable decisions on nomination and remuneration to be made independently. Members and the scope of duties and responsibilities of the Nomination and Remuneration Committee have been disclosed under the heading “Management Structure” in Form 56-1 and in the Company’s Annual Report.
5.3 Role, Duty and Responsibility of the Board

5.3.1 Corporate Governance PolicyThe Company is committed to maintaining high standards of good corporate governance within the Company. The Company has adopted and continuously developed a set of good corporate governance practices and policies which are modeled on the 2006 principles of good corporate governance for listed companies advocated by the SET. The Company has also adopted and continues to apply the Code of Business Conduct approved by the Board of Directors and communicated throughout the organization. The Standard Operating Procedures have also been documented and applied by the Company. In addition, new internal rules and regulations with an aim to continuously improve the good corporate governance of the Company are approved and announced from time to time.
5.3.2 Code of Corporate ConductThe Board of Directors has approved the Code of Corporate Conduct to set the frame for its officers, executive directors, associates and agents to act in business matters solely for the benefit of the Company and not enter into any business or other transactions which cause or appear to cause a conflict of interest between him/her and a hotel within the group, the Company/subsidiary, owning company or any other related parties. The Code of Corporate Conduct was distributed and communicated to all relevant persons in order to understand and to strictly adhere to the Code accordingly. The Code was drafted based on the highest level of business ethics and law compliance.

During 2012, the Company’s Board of Directors was not aware of any claim or allegation that the Company’s Code of Corporate Conduct was disobeyed.

5.3.3 Leadership and VisionThe Board’s primary functions are to set vision, mission, corporate policy and overall strategy for the Company and to provide effective oversight of the management of the Company’s business and affairs.

The delegation of authority by the Board to the management is clear. All major investments require approval as follows:

Investments more than USD 10 million to be approved by the Board.
Investments between USD 5 million to USD 10 million to be jointly approved by the Chief Executive Officer and any one of the directors.
Investments less than USD 5 million to be approved by the Chief Executive Officer.

The approval to enter into a significant transaction by the Company’s Board of Directors and/or shareholders’ meeting as well as all information disclosure must comply with rules and regulations of the Stock Exchange of Thailand and/or the Capital Market Supervisory Board.

Duties and responsibilities of the Board have been disclosed under the heading “Management Structure” in Form 56-1 and the Company’s annual report.

5.3.4  Conflict of InterestTransactions between the Company and its related parties which may give rise to a conflict of interest are scrutinized by the Audit and Risk Committee and if necessary, the approval to enter into such transactions is sought from the Board of Directors and/or shareholders. Any director or management who has an interest in, or is related to, such transaction will not participate in the decision-making process.

Such transactions are made on terms and pricing that has been negotiated on an arm’s length basis. In the event that the price is unavailable, the Company will then rely on the report of an independent appraiser appointed by the Company to value important related party transactions to arrive at a pricing which is fair to both the Company and the related party.

All related party transactions are disclosed clearly and accurately. Details are further described under the heading “Connected Transactions” in Form 56-1 and under the heading “Persons with Mutual Interest and Connected Transactions” in the Company’s Annual Report.

5.3.5 Internal Audit and ControlThe Company realizes the significance of effective system of control, such as Standard Operating Procedures, particularly in management and operations.

Hence, the duties and responsibilities of the employees and the management are clearly defined. The Company has put in place policies to safeguard the Company’s assets and duties between the operators and the appraisal which are clearly separated for effective checks and balances. Furthermore, the Company has also implemented internal audit of the financial and information technology systems.

Internal Audit

Internal audit is an independent function within the Company which reports directly to the Audit and Risk Committee on audit matters and to the Managing Director on administrative matters. Internal audits are performed to assist the Board and Management in the discharge of their corporate governance responsibilities and to improve and promote effective and efficient business processes within the Group. The internal auditor plans its internal audit schedules annually in consultation with, but independent of, Management and its plans are submitted to and approved by the Audit and Risk Committee. The Audit and Risk Committee reviews the activities of the internal auditors on a quarterly basis to ensure it is adequately resourced; and has appropriate standing within the Company to perform its role effectively.

Enterprise Risk Management

Starting from 2005 the Company appointed an external consultant to assist management in implementing a Risk Management framework for the business of the Company. The Risk Management framework covers all aspects of the Company’s operations to enable significant business risks within the Group’s current business environment to be identified, assessed, monitored, managed and evaluated. As part of the on-going risk management process, the Company’s Group Risk Committee annually conducts a risk assessment, evaluation and treatment; considers the adoption of adequate and cost-effective system of internal controls to mitigate significant business risks; and provides for significant risks to be managed through regular reviews by the Company’s Group Risk Committee and the Audit and Risk Committee. The Audit and Risk Committee has reviewed the Group’s risk management processes and procedures and is satisfied that there are adequate internal controls in place to manage the significant risks identified.

5.3.6 Meetings of the Board and Committees

1.     The BoardThe Company conducts regular scheduled Board meetings at least 4 times a year on quarterly bases which are planned and formally agreed upon in advance in the fourth quarter before the start of the new financial year. Additional meetings are convened as and when circumstances warrant. In 2012, the Company conducted 4 Board meetings and the attendance of all directors is shown below.

Name Number of Attendances
Mr.Ho KwonPing 4
Mr.Surapon Supratya 3
Mr.Vudhiphol Suriyabhivadh 4
Mr.Udom Vichayabhai 4
Dr.Jingjai Hanchanlash 4
Dr.Satit Rungkasiri 3
Mr.Michael Ramon Ayling* 4
Mr.Ho KwonCjan 3
Mr.Ariel P. Vera 4
Mr.Eddy See Hock Lye - **
Mr.Ho  Ren Hua 4
Mr.Shankar Chandran - ***
Mr.Stuart Reading 4
* Mr. Michael Ramon Ayling resigned from the position of Managing Director of the Company effective 1 June 2012 but continued to serve as a Director of the Company until the adjournment of the Board of Directors’ Meeting held on 9 November 2012.
** Mr. Eddy See Hock Lye was appointed as a new Director of the Company to replace Mr. Michael Ramon Ayling who resigned from his directorship of the Company. Mr. Eddy See Hock Lye’s directorship took effect from the adjournment of the Board of Directors’ Meeting on 9 November 2012 in accordance with the resolution of the Board of Directors’ Meeting on the same day.
*** Mr. Shankar Chandran was appointed as a new Director of the Company to replace the vacant director position arising from the resignation of Mr. Bernold Olaf Schroeder since 31 March 2011. Mr. Shankar Chandran’s directorship took effect from the adjournment of the Board of Directors’ Meeting on 9 November 2012 in accordance with the resolution of the Board of Directors’ Meeting on the same day.
The Board is of the view that the contribution of each director should not be focused only on his or her attendance at Board and/or Committee meetings. A director’s contribution may also extend beyond the confines of the formal environment of Board meetings, through the sharing of views, advice, experience and strategic networking relationships which would further the interests of the Company.
2.  Audit and Risk CommitteeThe Company conducts regular scheduled Audit and Risk Committee meetings on a quarterly basis at least 4 times a year, prior to the Board meeting, which are planned and formally agreed upon in advance in the fourth
quarter before the start of the new financial year. Additional meetings are convened as and when circumstances warrant. In 2012, the Company conducted 4 Audit and Risk Committee meetings. Each of the Audit and Risk Committee members attended all the meetings as follows:

Name Number of Attendances
Mr. Vudhiphol Suriyabhivadh 4
Mr. Udom Vichayabhai 4
Dr. Jingjai Hanchanlash 4
 

In addition, in 2012, the Audit and Risk Committee attended 1 non-management meeting with the external auditor to deliberate accounting approaches and audit plans.

3. Nomination and Remuneration Committee The Company conducts regular scheduled Nomination and Remuneration Committee meetings, prior to the Board meeting, at least once a year.The meetings are planned and formally agreed upon in advance in the fourth quarter before the start of the new financial year. Additional meetings are convened as and when circumstances warrant. In 2012, the Company conducted 3 Nomination and Remuneration Committee meetings. Each of the Nomination and Remuneration Committee members attended the meetings as follows:

Name   Number of Attendances
Dr. Jingjai Hanchanlash 3
Mr. Udom Vichayabhai 3
Dr. Satit Rungkasiri 2
5.3.7 Board of Directors’ Report

1.  Financial ReportThe Board of Directors is accountable to its shareholders for the Company’s financial statements as well as the financial information as shown in the Annual Report. The Board of Directors is satisfied that the Company’s financial statements are prudently prepared in accordance with generally accepted accounting principles and are independently reviewed by the external auditors every quarter with a full audit performed at each year-end. Additionally, the Audit and Risk Committee has been tasked to independently review the Company’s financial report and internal control practices directly with the auditors. All pertinent information relating to the financial statements is clearly and completely disclosed in the accompanying notes.

Details are described under the heading “Internal Control” in Form 56-1 and under the heading “Opinion of the Board of Directors on the Company’s Internal Control” and the “Board of Directors’ Responsibility for the Company’s Financial Statements” in the Company’s Annual Report.

2.  Minutes of MeetingThe minutes of the meetings of the Board and other committees are accurately and completely recorded in all material aspects addressed at each meeting, including the questions, opinions and clarifications. The Company has a safe and secure filing system in place to keep the minutes of meetings and other supporting documents.
5.3.8 Development of Directors and ManagementThe Company’s directors, management and employees are constantly encouraged to develop their skills by attending various seminars and training courses organized by various organizations, e.g. the Thai Institute of Directors Association, the SET and the SEC, etc. Seminars and training courses are periodically forwarded to them. Furthermore, relevant information is regularly provided to the directors so that they are kept abreast of latest developments thus enabling them to make informed decisions. Details of the training previously undertaken by each director are set out in Attachment 1 to Form 56-1 and under the heading “Board of Directors & Management and Company Secretary of the Company” in the Company’s Annual Report.
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LAGUNA RESORTS & HOTELS PUBLIC COMPANY LIMITED
Phuket Office : 390/1 Moo 1, Srisoonthorn Road, Cherngtalay, Thalang, Phuket 83110, Thailand
Tel: 66 (0) 7636 2300, Fax: 66 (0) 7636 2301 
Bangkok Office : No. 21/17B, 21/17C, 21/65, 21/66 and 21/68, Thai Wah Tower I, 7th,22nd and 24th floor,
South Sathorn Road, Tungmahamek Sub-district, Sathorn District, Bangkok 10120
Tel: 66 (0) 2677 4455, Fax: 66 (0) 2285 0980