9.  MANAGEMENT

    1.  Organizational Structure

Organizational Structure of the Company as at 31 December 2005 consists
of the Board of Directors, Executive Board, Audit Committee, and
Management. Details are as follows:

 2.9.1.1 Director and Management Profiles

The Board of Directors and Executive Board of Directors according to the
Resolution of the AGM No. 14 held on 20th April 1994 (in compliance with
the Public Limited Companies Act 2535 Re: Transformation to Public
Company as at 9 June 1994).

(A) Board of Directors

  1. Mr. Pricha Attavipach Chairman of the Board

  2. Mr. Kriang Kiatfuengfoo Independent Director and

  Chairman of Audit Committee

  3. Mrs. Arida Vidhayananda Independent Director and

  Audit Committee Member

  4. Mr. Tiwa Sukumoljantra Independent Director and

  Audit Committee Member

  5. Dr. J. Peter Mills Executive Director

  6. Mr. Ronald Ng Wai Choi Managing Director

  7. Mr. Kwa Boo Leong Executive Director

  8. Mr. Edward Mervyn William Jones Executive Director

  9. Mr. Somsak Ruamkid Executive Director

  10. Mr. Udom Chirapanathorn Executive Director

  11. Mr. Surapong Chiangtong Director

  12. Mr. Sunthorn Choorak Director

  13. Mr. Rachan Kanjana-Vanit Advisor

(B) Audit Committee

  1. Mr. Kriang Kiatfuengfoo Chairman of Audit Committee

  2. Mrs. Arida Vidhayananda Audit Committee Member

  3. Mr. Tiwa Sukumoljantra Audit Committee Member

  4. Mr. Chalermchai Martmuang Secretary to Audit Committee

(C) Management

  1. Mr. Ronald Ng Wai Choi Managing Director

  2. Dr. J. Peter Mills Executive Director

  3. Mr. Somsak Ruamkid Executive Director, Senior Geologist

  4. Mr. Edward Mervyn William Jones Executive Director,

  Chief Coordinating Consultant

  5. Mr. Varin Cherdboonmuang Consultant

  6. Mr. Udom Chirapanathorn Executive Director,

  Corporate Finance Manager

  7. Mr. Chalermchai Martmuang Secretary to the Executive Board of

  Director and Audit Committee

  Corporate Legal Officer

2.9.2 Corporate Governance

For the benefit of all shareholders, and in keeping with its long
tradition, the Company fully endorses and applies the highest corporate
governance principles throughout its various business activities
pursuant to the code of Best Practice for Directors of Listed Companies
provided by the Stock Exchange of Thailand (SET). Accordingly, the
Company has implemented guidelines to monitor corporate practice to
ensure that conduct and principles are appropriate to maintaining
business excellence and accommodation to changing circumstances.

The Board of Directors

The Role of the Board

The primary role of the Board of Directors is to oversee the Company and
its controlled entities in the best interest of its shareholders in
accordance with the Articles of Association of the Company and all laws
and regulations. In doing so, all directors exercise the following
duties:

-   Recommending and monitoring Company objectives, goals, and strategic
    operational plans, for management implementation as approved by the
    Company’s shareholders at the Company’s Annual General Meeting(s)
    (AGM);

-   Striving for growth and stability leading to good returns for
    shareholders in the long term;

-   Monitoring the Company’s financial performance;

-   Ensuring the existence of adequate internal controls;

-   Monitoring the Company’s compliance and adherence to internal
    controls;

-   Ensuring that significant business risks are appropriately managed;

-   Reviewing management performance;

-   Recommending to shareholders the selection and appointment of new
    directors upon vacancy;

-   Ensuring that management maintains proper business standards and
    ethical behavior;

    The Board has established an Executive Board, Audit Committee, and
    Remuneration Committee to assist in the execution of its
    responsibilities. Management of the Company is largely delegated to
    the Managing Director and Executive Board. Within overall guidelines
    set by the Board and Executive Board, substantial discretion is
    exercised by the Managing Director, Executive Directors, and other
    senior management, in conducting the Company’s business.

    Selection, Size and Composition of the Board

    The directors of the Company are elected by the shareholders
    pursuant to the Articles of Association of the Company, which
    provides that:

-   The minimum number of directors shall be five;

-   Not less than half of the total number of directors must reside in
    Thailand;

-   A director may or may not be a shareholder of the Company;

-   At least one third of the directors must retire from office at the
    AGM each year, such retiring directors are eligible for reelection;

-   If vacancy occurs other than by rotation, the Board of Directors, by
    a vote of not less than three-fourths of the number of the remaining
    directors, may elect a qualified and legally eligible person to fill
    the vacancy at the following meeting of the Board of Directors;

-   Directors appointed by the Board must submit to election by
    shareholders at the next AGM.

    At the date of this statement, the Company has twelve directors,
    five of whom are non-executive directors. Four of the non-executive
    directors, including the Chairman, are independent directors to
    ensure objectivity and balance for the protection of rights and
    equitable treatment of all shareholders. Independent directors do
    not hold any position in management, they are not employees, nor are
    they representatives of any major shareholder. The Board also has
    one Senior Advisor and one Senior Consultant. The Secretary to the
    Board is a registered lawyer to assist with regulatory compliance
    matters and is charged with handling investor relations.

    All members of the Board currently reside in Thailand and the
    following four directors shall retire by rotation at this year’s AGM
    and three are being submitted for reelection to the shareholders:
    Mr. Kriang Kiatfuengfoo, Mr. Somsak Ruamkid, and Mr. Surapong
    Chiangthong, and Mr. Sunthorn Choorak who will not stand for
    re-election.

    The Company does not have a nominating committee to oversee
    selection of new directors. However, the Board as a whole ensures
    that it reflects an appropriate balance of skill and independence.
    The Board consists of directors with a depth of experience at senior
    levels in engineering, technical, geological, operational,
    management, financial, legal and accounting areas which helps to
    helps ensure that it is equipped to deal with a broad range of
    issues.

    The directors are entitled to seek independent professional advice
    concerning the affairs of the Company, at Company expense, where it
    is determined that such action is in the Company’s best interests.

Executive Board

The duties of the Executive Board are to consider and execute decisions
and matters as assigned by the Board of Directors. Mr. R. Ng Wai Choi
(Managing Director), Dr. J. P. Mills (Executive Director and Chief
Geologist), and Mr. S. Ruamkid (Executive Director and Senior Geologist)
serve on the Executive Board. Mr. R. Kanjana-Vanit serves as Advisor,
Mr. V. Cherdboonmuang as Consultant, Mr. U. Chirapanathorn (Executive
Director and Corporate Finance Manager), and Mr. C. Martmuang as
Secretary to the Board. Six of the Executive Board members are involved
in the Company’s day-to-day operations. Formal meetings take place as
required, twice a month on average. Reporting to the Executive Board is
a Senior Management Committee comprising three Executive Board Members
and all divisional managers.

Audit Committee

The Board of Directors maintains an Audit Committee that endorses the
Best Practice Guidelines for the Audit Committee as put forth by the
SET. The Audit Committee comprises at least three independent directors
who meet as required. The Company’s 2005 Audit Committee consisted of
Mr. Kriang Kiatfuengfoo (Chairman), Mrs. Arida Vidhayananda, and Mr.
Tiwa Sukumoljantra. Mr. Kriang Kiatfuengfoo assumed the role of Chairman
of the Audit Committee in September 2005 replacing Mr. Prakit Padipasen.
Mrs. Arida Vidhayananda was accepted by the Board’s invitation to serve
on the Audit Committee in September 2005 replacing Mr. Chaleo Wanasawat.

The Audit Committee's role is to assist the Board of Directors in the
following aspects:

-   Ensuring that all financial reporting is in accordance with
    generally accepted accounting procedures;

-   Ensuring timely and transparent regulatory compliance;

-   Making informed recommendations regarding the Company’s accounting
    policies, practices, and disclosures;

-   Reviewing the scope, cost and results of internal and external
    audits;

-   Maintaining communication between the Board of Directors and the
    Company’s internal finance department and/or external auditors;

-   Assessing the adequacy of the Company's administrative, operating
    and accounting controls and making suggestions for possible
    improvement;

-   Reviewing connected transactions involved with related companies;

-   Reviewing any matter that may potentially affect the financial
    welfare of the company.

To fulfill these responsibilities, the Committee meets with and receives
reports from the Company’s internal auditor, external auditors and/or
external advisors, as necessary. The committee Chairman reports to the
Board in relation to issues arising from these discussions and its
meetings. The Audit Committee is also responsible for the review and
nomination of external auditors for recommendation to the Board of
Directors for adoption by the shareholders at the Company’s AGM (see the
Independent Directors and Audit Committee Report).

Remuneration Committee

The Remuneration Committee comprises Mr.Kriang Kiatfuengfoo, Mrs. Arida
Vidhayananda, and Mr.Ronald Ng Wai Choi. The Remuneration Committee
meets at least once annually and additionally if necessary. The
Committee is responsible for reviewing compensation arrangements for all
directors (including the Employee Stock Option Plan (“ESOP”)) as well as
for reviewing annual and ad hoc staff remuneration which is considered
by management and allocated commensurate with the individual’s
qualifications and contributions made to the Company. Recommendations
concerning compensation for directors are made by the Committee and
voted upon and approved by the Company’s shareholders at the Company’s
AGM. Remuneration for the years ended 31 December 2004 and 2005 are
detailed as follows:

+-------------------------------+-------+----------+-------+----------+
|                               | 2004  |          | 2005  |          |
+-------------------------------+-------+----------+-------+----------+
| Remuneration                  | Pe    | Baht     | Pe    | Baht     |
|                               | rsons |          | rsons |          |
+-------------------------------+-------+----------+-------+----------+
| Total Annual Remuneration for | 10    | 20       | 10    | 24       |
| the Board of Directors *      |       | 2,333.42 |       | 3,333.94 |
+-------------------------------+-------+----------+-------+----------+
| Total Annual Remuneration of  | 15    | 4,09     | 15    | 5,60     |
| Management                    |       | 0,845.99 |       | 4,549.65 |
+-------------------------------+-------+----------+-------+----------+
| Annual Remuneration of First  | 3     | 2,09     | 2     | 2,35     |
| 3 Management Member **        |       | 3,312.57 |       | 6,615.71 |
+-------------------------------+-------+----------+-------+----------+
| Other (s)                     |       | NIL      |       | NIL      |
+-------------------------------+-------+----------+-------+----------+

* Subject to Shareholder approval

** Includes salary and fringe benefits, no bonus paid for either year

Management Shareholding

Shareholding by Directors and Management as at 31 December 2005 are as
follows:

+---------------------------------+-----------------------+------------+
|                                 | SHARES HELD           |            |
+---------------------------------+-----------------------+------------+
| Director / Management Member    | No. of shares         | %          |
+---------------------------------+-----------------------+------------+
| Mr. Pricha Attavipach           | 1,209,748             | 0.16       |
+---------------------------------+-----------------------+------------+
| Mr. Kriang Kiatfuengfoo         | 12,000,000            | 1.59       |
+---------------------------------+-----------------------+------------+
| Mrs. Arida Vidhayananda         | -                     | -          |
+---------------------------------+-----------------------+------------+
| Mr. Tiwa Sukumoljantra          | -                     | -          |
+---------------------------------+-----------------------+------------+
| Mr. Ronald Ng Wai Choi          | 4,517,441             | 0.59       |
+---------------------------------+-----------------------+------------+
| Dr. J. Peter Mills              | -                     | -          |
+---------------------------------+-----------------------+------------+
| Mr. Kwa Boo Leong               | 1,273,419             | 0.17       |
+---------------------------------+-----------------------+------------+
| Mr. Edward Mervyn W. Jones      | -                     | -          |
+---------------------------------+-----------------------+------------+
| Mr. Somsak Ruamkid              | 700,000               | 0.09       |
+---------------------------------+-----------------------+------------+
| Mr. Udom Chirapanathorn         | 1,273,419             | 0.17       |
+---------------------------------+-----------------------+------------+
| Mr. Surapong Chiangthong        | -                     | -          |
+---------------------------------+-----------------------+------------+
| Mr. Sunthorn Choorak            | 593,750               | 0.08       |
+---------------------------------+-----------------------+------------+
| Mr. Chalermchai Martmuang       | 636,709               | 0.08       |
+---------------------------------+-----------------------+------------+
| Mr. Rachan Kanjana-Vanit        | 50                    | 0.00       |
+---------------------------------+-----------------------+------------+
| Mr. Varin Cherdboonmuang        | 900,005               | 0.12       |
+---------------------------------+-----------------------+------------+

Directors’ Meetings

The Board of Directors meet at least once every three months and on any
other occasion deemed appropriate to ensure full and effective control
over Company activities. During the year the Company held seven (7)
meetings of the Board, four (4) meetings of the Audit Committee, and one
(1) meeting of the remuneration committee. The following table lists the
attendance of each director at the above meetings for the year ended
December 31, 2005.

+--------------------------+-----+-----+-----+-----+--------+-------+
|                          | Bo  |     | Aud |     | Remune |       |
|                          | ard |     | it  |     | ration |       |
|                          |  Me |     | Com |     | Comm.  |       |
|                          | eti |     | mit |     |        |       |
|                          | ngs |     | tee |     |        |       |
+--------------------------+-----+-----+-----+-----+--------+-------+
| Director                 | A   | B   | A   | B   | A      | B     |
+--------------------------+-----+-----+-----+-----+--------+-------+
| Mr. Pricha Attavipach    | 7   | 7   |     |     |        |       |
+--------------------------+-----+-----+-----+-----+--------+-------+
| Mr. Kriang Kiatfuengfoo  | 3   | 3   | 1   | 1   | 1      | 1     |
| (a,c)                    |     |     |     |     |        |       |
+--------------------------+-----+-----+-----+-----+--------+-------+
| Mrs. Arida Vidhayananda  | 2   | 2   | 1   | 1   | 1      | 1     |
| (a,c)                    |     |     |     |     |        |       |
+--------------------------+-----+-----+-----+-----+--------+-------+
| Mr. Tiwa Sukumoljantra   | 6   | 6   | 4   | 4   |        |       |
| (a)                      |     |     |     |     |        |       |
+--------------------------+-----+-----+-----+-----+--------+-------+
| Mr. Ronald Ng Wai Choi   | 7   | 7   | 4   | 3   | 1      | 1     |
| (b,c)                    |     |     |     |     |        |       |
+--------------------------+-----+-----+-----+-----+--------+-------+
| Dr. John Peter Mills (b) | 7   | 6   | 1   | 1   |        |       |
+--------------------------+-----+-----+-----+-----+--------+-------+
| Mr. Kwa Boo Leong        | 7   | 1   |     |     |        |       |
+--------------------------+-----+-----+-----+-----+--------+-------+
| Mr. Edward Mervyn Jones  | 6   | 2   |     |     |        |       |
+--------------------------+-----+-----+-----+-----+--------+-------+
| Mr. Somsak Ruamkid       | 7   | 4   |     |     |        |       |
+--------------------------+-----+-----+-----+-----+--------+-------+
| Mr. Udom Chirapanathorn  | 7   | 7   | 4   | 4   |        |       |
| (b)                      |     |     |     |     |        |       |
+--------------------------+-----+-----+-----+-----+--------+-------+
| Mr. Surapong Chiangthong | 5   | 1   |     |     |        |       |
+--------------------------+-----+-----+-----+-----+--------+-------+
| Mr. Sunthorn Choorak     | 7   | 0   |     |     |        |       |
+--------------------------+-----+-----+-----+-----+--------+-------+
| Mr. Rachan Kanjana-Vanit | 7   | 4   |     |     |        |       |
| (Sr. Advisor)            |     |     |     |     |        |       |
+--------------------------+-----+-----+-----+-----+--------+-------+

A Meeting held during the period the director was a member of the Board
or committee

B Meeting attended by the director

a Member of the Audit Committee

b Attended Audit Committee Meeting(s) by Invitation

c Remuneration Committee Member

Shareholder Relations, Disclosure and Corporate Transparency

The Board ensures that shareholders are informed of major developments
and issues affecting the Company by distributing annual and quarterly
reports in compliance with the SET and all other public company
secretarial requirements, and also ensures prompt disclosure of all
decisions or events which may affect the operating performance and/or
financial position of the Company.

The Company seeks shareholders’ approval on significant issues in
accordance with the guidelines of the SET. Shareholders are provided an
opportunity to raise any issues with the Board at the AGM, and the
Company’s Secretary is responsible for managing general shareholder
enquiries and correspondence. Shareholders may contact the Company
Secretary if they have any issues or questions concerning the Company’s
activities. The Company Secretary will in turn liaise with the Board of
Directors in relation to these enquiries and/or concerns.

Controlling System and Risk Management

The identification of significant business risks is conventional to any
business consideration and are duly analyzed and considered by the Board
of Directors. The Company, by way of its internal control system, is
committed to risk management throughout its operations to protect its
employees, the environment, group assets, earnings, and reputation. In
the interest of sound corporate governance, the Board of Director’s may,
from time to time, seek independent advice from professionals to assist
the Board in assessing such risks, or on any other matter. Specific
internal control systems to manage financial risk currently in place
include:

Internal Auditor

The Company has in place an internal auditor responsible for reporting
to the Audit Committee to ensure that operational and financial
practices are in accordance with the Operational Plan and budgeted as
approved by the Board of Directors, and that financial statements comply
with generally accepted accounting principles and practice.

Insurance

In order to protect shareholders’ funds, the Company carries insurance
which the Board considers adequate for the size and nature of the
Company’s business.

Referential Risk Management Database

Risk control in day-to-day Company operations and planning centers on
task management pursuant to detailed monitoring and reporting on costs
and payments due in relation to expected cash flow from production and
sales, and also on monitoring of production supply and demand estimates,
and equipment efficiency and maintenance. For this purpose, a
professional referential database is used to monitor and record activity
in relevant areas for, quick efficient review and reporting.

Employee Safety

The Company enforces strict safety guidelines in accordance with the
Office of the Environment Policy and Planning (OEPP) and continues to
maintain a good safety track record at its exploration and mining
operations where all staff are required to wear standard protective gear
where necessary and are regularly monitored medically.

Environmental Management

The Board monitors practices in environmental management related to
Company business and strives for improvements. In its offshore tin
mining operations, the Company monitors water quality to ensure
compliance with the Department of Mineral Resources (“DMR”) and OEPP
guidelines. its Andesite quarry operations are conducted in compliance
with OEPP regulations and a noise and dust suppression program is in
effect via the planting of trees surrounding the site’s perimeter and
strategically placed water spraying equipment. .

Capital Expenditure and Connected Transaction Guidelines

The Company has a capital expenditure approval procedure to ensure that
capital expenditures exceeding certain limits are tabled for Board’s
approval. Also, the Company has a detailed authorization procedure to
ensure that any capital expenditure not involving the Board is properly
governed by certain checks and balances. In addition, the Company has
implemented guidelines for connected transactions.

Conflict of Interest

In the event of a potential conflict of interest, the Board of Directors
requires any director(s) that may be involved to withdraw and/or abstain
from participating in the board meeting while the matter in question is
being discussed and/or voted upon.

Ethical Standards

It is Company policy that the Board of Directors, Management, and staff,
adhere to the ethical standards of conduct as outlined in the Company’s
Code of Conduct, in addition to following the Code of Best Practice for
Directors of Listed Companies and Best Practice Guidelines for the Audit
Committee as put forth by the SET.

2.9.4 Personnel and Remuneration for year 2005

1 Number of personnel of the Company:

- Head Office, Bangkok (persons) 19

- Kaeng Khoi Office, Saraburi (persons) 30

- Phuket Office (persons) 2

 Total (persons) 51 

Total salaries of personnel (Baht) 9,862,093.00

  2 Total wages for daily workers hired by the

  Company (Baht) 656,008.00

- No significant staff turnover nor labour court case during the past
three years.

  - Personnel are sent to participate in seminars from time to time.