Laguna Resorts & Hotels Plc.

Corporate Governance Principles

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 recognises the importance of shareholders’ rights. In 2008, the Company’s Annual General Meeting was held on April 24, 2008. 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 does not invite the minority shareholders to propose matters not included in the meeting agendas as additional items before the meeting date. This is because although Section 89/28 of the Securities and Exchange Act (as amended) provides that the shareholders may propose that the Board of Directors include the matter proposed by the shareholders to be an item on the agenda of a shareholders’ meeting, however, the exercise of the right under the said Section 89/28 must be in compliance with the notification announced by the Capital Market Supervisory Board. Currently, there is no such notification in force. Therefore, the Company considers it appropriate to still comply with the Public Companies Act (the Plc Act). That is the shareholders are allowed to propose additional items for the agendas after a shareholders’ meeting has considered all of the items on the agendas set out in the invitation letter.

	1.4	The Company also 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, 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 shareholder’s 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 2008 Annual General Meeting was 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 (2) 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 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 2008 Annual General Meeting, 10 out of total 12 directors were present at the Meeting, comprising the Chairman of the Board, the Chairman of the Audit and Risk Committee, the Chairman of the Remuneration Committee, and other directors. Details of their names are stated in the minutes of the 2008 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 Office of the Securities and Exchange Commission (SEC), the Thai Investors Association and the Listed Companies Association, which assessed the quality of the 2008 Annual General Meeting, the Company was rated excellent.

2. Equal Treatment of Shareholders

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

	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.

	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 2008.

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 ON 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 TO ALL ITS EMPLOYEES AND HAS CONTINUAL UPGRADING PROGRAMS. ADDITIONALLY, THE COMPANY PROVIDES ITS EMPLOYEES A SAFE AND CONDUCIVE WORKING ENVIRONMENT, AIR-CONDITIONED BUSES AND A PROVIDENT FUND. FURTHERMORE, THE COMPANY ALSO ENCOURAGES ITS EMPLOYEES TO ATTEND TRAINING RELATED TO THEIR LINE OF RESPONSIBILITY TO ENHANCE THEIR KNOWLEDGE AND SKILLS.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 NOT ENGAGE IN ANY FRAUDULENT ACT TO VIOLATE OR OBTAIN COMPETITORS’ TRADE SECRETS.

	SOCIETY & ENVIRONMENT:	THE COMPANY AIMS TO BE A SOCIALLY RESPONSIBLE COMPANY BY ESTABLISHING THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE TO CONTRIBUTE TOWARDS ENVIRONMENTAL CONSERVATION PROGRAMS AND TO THE LOCAL COMMUNITY BY ORGANIZING AND PARTICIPATING IN VARIOUS ACTIVITIES SUCH AS THE UNICEF YOUTH CAREER DEVELOPMENT PROGRAMME, NATIONAL CHILDREN’S DAY, EDUCATION SUPPORT, MANGROVE TREE PLANTING, THE SEA TURTLE CONSERVATION PROGRAM, ETC.

	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 GIVES ALL SUPPLIERS AN EQUAL OPPORTUNITY TO PROPOSE THEIR BID.

	CREDITORS:	THE COMPANY CONSIDERS CREDITORS AS IMPORTANT BUSINESS PARTNERS AND THEREFORE AIMS TO FULFILL ALL ITS OBLIGATIONS TO ITS CREDITORS.

4. Information Disclosure and Transparency

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

4.1

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).

4.2

Individual investors, shareholders, stock analysts and state agencies may contact the Company through Corporate Affairs Department at telephone number 66 (0) 2677 4455 or at “ir@lagunaresorts.com”.

4.3

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 2008, the Company’s quarterly and annual financial statements were certified unconditionally from the auditor.

4.4

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 and Management” in the Company’s Annual Report.

	•	The number of Board meetings held and the number of Board meetings attended by each director in 2008 are detailed in clause 5 hereof: “Board Responsibility”.

	•	The performance of the Audit and Risk Committee in the past year is detailed in Attachment 4 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 Remuneration Committee in the past year is detailed in Attachment 5 to Form 56-1, or under the heading “Report of the 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.

4.5

In 2008, 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 BoardThe Company’s Board of Directors currently comprises 12 members, four of whom are Independent Directors namely Mr. Vudhiphol Suriyabhivadh, Mr. Udom Vichayabhai, Dr. Jingjai Hanchanlash and Mr. 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.

5.1.2

Definition of “Independent Director”“Independent Directors” means the persons who have all the necessary qualifications and independence in accordance with the regulations of the office of the SEC. At present, the said regulation prescribes that the qualifications of Independent Director are as follows:

	(a)	holding shares not exceeding one per cent 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 two 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 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 two years prior to the date of appointment.The term ‘business relationship’ 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 three 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 Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Act of Listed Companies Concerning the 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)	netither 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 two 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 two 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 operate any business which has the same nature as and is in significant competition with the business of the applicant 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 one per cent of the total number of voting rights of any other company operating business which has the same nature as and is in significant competition with the business of the applicant 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 pursuant to a resolution of the Board meeting. Additional details are described under the heading “Method of Appointment and Removal of Directors as included in the Company’s Articles of Association”.In February 2009, the Board approved to expand the scope of duties and responsibilities of the Remuneration Committee to also cover the nomination responsibilities. The Board also approved to rename the “Remuneration Committee” to be the “Nomination and Remuneration Committee” to be responsible for the nomination of directors in lieu of the Board accordingly.

5.1.4

Aggregation or Separation of Positions – Chairman of the Board and Chief Executive Officer

Currently, 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-Committees

The 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 currently not either a Chairman or a member of both committees as follows:

	5.2.1	Audit and Risk Committee The Audit and Risk Committee comprises three Independent Directors, one of whom has adequate expertise and experience to review 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	Remuneration Committee The Remuneration Committee comprises three Independent Directors, thus forming a strong and independent element which will enable decisions on remuneration to be made independently. Members and the scope of duties and responsibilities of the Remuneration Committee have been disclosed under the heading “Management Structure” in Form 56-1 and in the Company’s Annual Report.In February 2009, the Board approved to expand the scope of duties and responsibilities of the Remuneration Committee to also cover the nomination responsibilities. The Board also approved to rename the “Remuneration Committee” to be the “Nomination and Remuneration Committee” in order to enhance the good corporate governance of the Company.

5.3

Role, Duty and Responsibility of the Board

5.3.1

Corporate Governance Policy

The 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 with the latest policy on dealing in securities of the Company being approved in May 2008. These are monitored on an on-going basis to ensure compliance by all employees.

5.3.2

Code of Business Conduct

The Company holds strongly to the belief that good business ethics is one of the key elements for sustainable growth. To protect the interest of all stakeholders and in the interest of promoting and advocating good business ethics throughout the organization, the Company has adopted the Code of Business Conduct, approved by the Board of Directors and communicated through the organization, in the course of its operations. The Code has been drafted based on the principles of integrity, transparency and good corporate governance practices and good social ethics.During 2008, the Company’s Board of Directors was not aware of any claim or allegation that the Company’s Code of Business Conduct was disobeyed.

5.3.3

Leadership and Vision

The 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 Interest

Transactions 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.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 “Related Party Transactions” in Form 56-1 and under the heading “Persons with Mutual Interest and related party Transactions” in the Company’s Annual Report.

5.3.5

Internal Audit and Control

The 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 the internal audit of the financial system.

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

The Board

The 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 2008, the Company conducted 5 Board meetings and the attendance of all directors is shown below.

Name	Number of Attendances
Mr. Ho KwonPing	4
Mr. Surapon Supratya	5
Mr. Michael R. Ayling	5
Mr. Ho KwonCjan	5
Mr. Vudhiphol Suriyabhivadh	5
Mr. Udom Vichayabhai	5
Dr. Jingjai Hanchanlash	5
Mr. Satit Rungkasiri	2
Mr. Steven M. Small	4
Mr. Ariel P Vera	4
Mr. Bernold O. Schroeder	5
Mr. Stuart D. Reading	4
Ms. Sirivan Skulkerevathana⁽¹⁾	1
Mr. Kuan Chiet⁽¹⁾	1
Mr. Niyom Tassaneetipagorn⁽¹⁾	1
Ms. Nanchalee Kecharananta⁽¹⁾	1


(1)	Voluntarily resigned from their directorships with effect from February 26, 2008, in order for the Company to comply with the Principles of Good Corporate Governance which provide that the number of independent directors should be at least one-third of total Board members.

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.

Audit and Risk Committee

The Company conducts regular scheduled Audit and Risk Committee’s meetings at least 4 times a year, prior to the Board meeting, on a quarterly basis 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 2008, the Company conducted 5 Audit and Risk Committee’s meetings and all members of the Audit and Risk Committee promptly attended those meetings as follows:

Name	Number of Attendances
Mr. Vudhiphol Suriyabhivadh	5
Mr. Udom Vichayabhai	5
Dr. Jingjai Hanchanlash	5

Remuneration Committee

The Company conducts regular scheduled Remuneration Committee’s 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 2008, the Company conducted 2 Remuneration Committee’s meetings and all members of the Remuneration Committee promptly attended those meetings as follows:

Name	Number of Attendances
Mr. Ho KwonPing	2
Mr. Udom Vichayabhai	2
Dr. Jingjai Hanchanlash⁽¹⁾	2
Mr. Satit Rungkasiri⁽²⁾	-


(1)	Dr. Jingjai Hanchanlash, an independent director and a member of the Remuneration Committee of the Company, was appointed as the Chairman of the Remuneration Committee with effect from May 13, 2008 to replace Mr. Ho KwonPing who resigned from the same position effective on the same day.
(2)	Mr. Satit Rungkasiri, an independent director of the Company, was appointed as a member of the Remuneration Committee with effect from May 13, 2008 to replace Dr. Jingjai Hanchanlash. All members of the Remuneration Committee would, therefore, comprise of independent directors of the Company in compliance with the Principles of Good Corporate Governance.

5.3.7

Board of Directors’ Report

Financial Report

The 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.

Minutes of MeetingThe minutes of the meetings of the Board and other committees were 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 Management

The Company’s directors, management and employees are constantly encouraged to develop their skills by attending various seminars and training courses organised by various organisations, e.g. the Thai Institute of Directors, the SET and the SEC, etc. 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 and Management of the Company” in the Company’s Annual Report.

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