9.  MANAGEMENT

    1.  Organizational Structure

Organizational Structure of the Company as at 31 December 2007 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. Somsak Potisat Independent Director and

  Audit Committee Member

  5. Mr. Ronald Ng Wai Choi Managing Director

  6. Dr. J. Peter Mills Executive Director

  7. Mr. Umyos Huvanandana Director

  8. Gen.Kittisak Rathprasert Executive Director

  9. Mr. Somsak Ruamkid Executive Director

  10. Mr. Nopadon Mantajit Director

11. Mr. Surapong Chiangtong Director

  12. 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. Somsak Potisat Audit Committee Member (Resigned to non

  Audit Committee Member with effective on

  1 March 2008)

4. Mr. Umyos Huvanandana Audit Committee Member (Appointed with

  effective on 25 February 2008)

(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. Gen. Kittisak Rathprasert Executive Director,

2.9.2 Corporate Governance

  THL, being a 101 year old Company, has always been committed to its
  shareholders and stakeholders to maintain the highest principles of
  Corporate Governance, the Code of Best Practices as provided by the
  Stock Exchange of Thailand, the Company’s Articles of Association, and
  Other Regulations of the Kingdom of Thailand.

  The Board of Directors will continue to maintain and to safeguard the
  interests of the Company’s shareholders and stakeholders.

  As the Company is listed in the Stock Exchange of Thailand (SET), its
  Board is committed to all the best practice standards required by the
  SET and the Company’s Articles of Association.

  In this regard, the Company has implemented guidelines to monitor
  corporate practice to ensure that its conduct and principles are
  appropriate to maintaining business excellence and accommodation to
  changing circumstances.

1.  The Board of Directors (Board)

  Composition of the Board

  In Accordance to the Company’s Articles of Association, the Board must
  be elected by the Shareholders and must comply with the following:

1.  The minimum number of directors shall be five.

2.  At least half of the total number of directors must reside in
    Thailand.

3.  A director may or may not be a Company shareholder.

  The Company, in best practice, will always ensure that there is
  sufficient number of independent members in the Board of Directors so
  that, from time to time, it is able to express an independent opinion
  about the conduct of the Company’s business.

  Independent directors do not hold any position in management. They are
  not employees and do not represent any major shareholders, but are
  represented in the Board to ensure objectivity and balance in the
  protection of rights and equitable treatment of all shareholders

  Size of the Board

  The Board members consist of the Board Chairman (an independent
  member), Managing Director, Executive Directors, and Non Executive
  Directors. The Chairman of the Board manages the Board’s activities
  and is the Leader at the Company at Board Level

  The Managing Director and Executive Director(s) manage the Company as
  delegated by the Board through its overall policies and guidelines.
  The Managing Director is responsible to ensure that the Board has
  adequate understanding of Management activities through links with the
  Senior Management staff as they conduct Company Business.

  THL, as at the date of this Annual Report, consists of One (1)
  Chairman to the Board, One (1) Managing Director, Three (3) Executive
  Directors, and Six (6) Non executive Directors

  Role of the Board

  The primary role of the Board of Directors (Board) is to oversee the
  Company and its controlled entities in the best interests of its
  shareholders in accordance with the Company’s Articles of Association,
  and all laws and regulations.

  Principal Duties and Responsibilities of the Board

  The principal Duties and Responsibilities of the Board are as follows:

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

b)  Striving for growth and stability leading to good returns for
    shareholders in the long term.

c)  Monitoring the Company’s financial performance.

d)  Ensuring the existence of adequate internal controls.

e)  Monitoring the Company’s compliance and adherence to internal
    controls.

f)  Ensuring that significant business risks are appropriately managed.

g)  Reviewing management performance.

h)  Recommending to shareholders the selection and appointment of new
    directors upon vacancy.

i)  Ensuring that management maintains proper business standards and
    ethical behavior.

  Role of the Chairman and Managing Director

  The chairman, elected by the board of directors, chairs the Board
  meetings, and also the shareholder’s meetings. He should assure that
  important matters are raised for deliberation in meetings and that the
  board puts the right emphasis on reviewing and approving strategies
  presented by the management, and monitors that the strategies are
  implemented. The chairman must ensure that the board provides
  leadership vision and encouragement to the management.

  The chairman should assure that Company maintains an effective Board
  of directors, and that they perform effectively as a team. Every
  director, executive or non executive, should be encouraged to fully
  and actively play one’s role, in both business undertakings and
  corporate governance. In addition, the Chairman’s authority and
  responsibility as a board member remains the same as the rest of the
  members

  The Managing Director, appointed by the board of directors, leads the
  management team and assures implementation of approved strategies
  under the framework determined by the Board of directors. The Managing
  Director is responsible for overall responsibility in developing and
  implementing business strategies provide the leadership and vision to
  executive directors and senior management in achieving the Company’s
  operation goals as set by the Board of Directors and shareholders.

2.  Board Meetings

  Board structure and procedure

  The Board of directors meetings are regularly scheduled in advance.
  The chairman and the Managing Director consider listing the agenda of
  a board meeting prior to the meeting and ensure that important matters
  are included for Board discussion. Each director has freedom to
  suggest any matter to the meeting agenda. The chairman promotes
  prudent consideration and allocates appropriate time for the
  management to present adequate issues and for the directors to broadly
  discuss important matters with care.

  The agenda of the meeting and the Board papers will be prepared and
  sent by the Secretary to the Board seven days before the meeting date
  to ensure that board members have adequate time to understand and
  deliberate on the matters indicated. The Secretary to the Board
  ensures that information gathered is adequate for the Board
  Discussion.

  It is a duty of directors to attend every board meeting, except with
  reasonable excuses. If need arises for the non-executive directors to
  discuss critical issues and management problems, the non-executive
  director, led by the independent Board Chairman, shall conduct a
  meeting without the presence of the Company’s executive directors and
  senior management.

  Senior Management will be invited to attend board meetings as needed.
  Additional and detailed information may be needed from them where they
  are directly involved with certain matters. The Board should also
  invite other top executives to attend as deemed necessary.

  Attendance at Board Meetings

  The Board of Directors meet at least on quarterly basis, and on any
  other occasion deemed appropriate, to ensure full and effective
  control over Company activities. During year 2007 the Company held 8
  Board meetings: with attendance as listed in the following table.

+---------------------------------+-------+-------+--------+----------+
|                                 |       |       |        |   Reside |
|                                 | Board |       | Absent |   in     |
|                                 |   Mee |       |   for  |          |
|                                 | tings |       |   M    |          |
|                                 |       |       | eeting | Thailand |
|                                 |       |       |   No:  |          |
|                                 | Atten |       |        |          |
|                                 | dance |       |        |          |
+---------------------------------+-------+-------+--------+----------+
| Director                        |   A   |   B   |        |          |
+---------------------------------+-------+-------+--------+----------+
|   Mr. Pricha Attavipach         |   8   |   8   |   Nil  |   Yes    |
+---------------------------------+-------+-------+--------+----------+
|   Mr. Ronald Ng Wai Choi        |   8   |   8   |   Nil  |   Yes    |
+---------------------------------+-------+-------+--------+----------+
|   Mr. Kriang Kiatfuengfoo       |   8   |   7   |   7    |   Yes    |
+---------------------------------+-------+-------+--------+----------+
|   Mrs. Arida Vidhayananda       |   8   |   8   |   Nil  |   Yes    |
+---------------------------------+-------+-------+--------+----------+
|   Mr. Somsak Potisat            |   8   |   8   |   Nil  |   Yes    |
+---------------------------------+-------+-------+--------+----------+
|   Dr. John Peter Mills          |   8   |   7   |   7    |   Yes    |
+---------------------------------+-------+-------+--------+----------+
|   Mr. Surapong Chiangthong      |   8   |   4   |   1    |   Yes    |
|                                 |       |       | ,3,7,8 |          |
+---------------------------------+-------+-------+--------+----------+
|   Mr. Nopadon Mantajit          |   8   |   7   |   6    |   Yes    |
+---------------------------------+-------+-------+--------+----------+
|   Mr. Somsak Ruamkid            |   8   |   Nil |   1-8  |   Yes    |
+---------------------------------+-------+-------+--------+----------+
|   General. Kittisak Rathpraser* |   Nil |   Nil |   Nil  |   Yes    |
+---------------------------------+-------+-------+--------+----------+
|   Mr. Umyos Huvanandana*        |   Nil |   Nil |   Nil  |   Yes    |
+---------------------------------+-------+-------+--------+----------+
|   Mr. Kwa Boo Leong (Resigned   |   8   |   Nil |   1-8  |   No     |
|   on 19 December 2007)          |       |       |        |          |
+---------------------------------+-------+-------+--------+----------+
|   Mr. Edward Mervyn Jones       |   6   |   4   |   3,6  |   No     |
|                                 |       |       |        |          |
|   (Resigned on 6 September      |       |       |        |          |
|   2007)                         |       |       |        |          |
+---------------------------------+-------+-------+--------+----------+
|   Mr. Udom Chirapanathorn       |   6   |   5   |   6    |   Yes    |
|                                 |       |       |        |          |
|   (Resigned on 16 August 2007)  |       |       |        |          |
+---------------------------------+-------+-------+--------+----------+

  A. Meetings held during the period the director was a member of the
  Board or Committee.

  B. Meetings attended by the director.

  * Appointed on 25 February 2008

  Visits to Locations

  The Board members shall from time to time visit sites of Company
  business to understand and to acknowledge the work is being carried
  out. All directors have the access to visit Company business locations
  without restriction.

  Access to Information and Advice

  The Board has unrestricted access to all information within the
  Company and is able to seek direct explanation or briefing on
  important matters from Senior Management over the Conduct of the
  Business

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

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 to ensure compliance with all rules of conduct
and procedures at Board Meetings.

The Board will be regularly updated on any new law, regulation,
guidelines by the Stock Exchange, and other relevant law and regulation

  Relationship of the Board to Senior Management

  The Management of the Company consists of the Managing Director,
  Executive Director and Senior Management appointed by the Executive
  Committee to assist the Managing Director in carrying out his or her
  duties. Regular meetings with senior management and invitation to
  attend Board Meetings are encouraged.

  Re-election of Directors

  In accordance with the Articles of Association and Company best
  practices. the following conditions have been set out for re-election
  of directors.

a)  At least one third of the directors must retire from office at the
    AGM each year. The retiring directors are eligible for reelection.

b)  If a 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.

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

  The following 3 directors shall retire by rotation at this year’s AGM
  and are being submitted for re-election by the shareholders:

1.  Mr. Pricha Attavipach

2.  Dr. John Peter Mills

3.  Mr. Umyos Huvanandana

  Number of directorship in other Public Companies

  The Board of Directors observes and considers the number of
  directorship holdings by each director in other Public Listed
  Companies, to ensure that appointed directors have sufficient time and
  energy to deliberate on Company matters.

  Executive Directors, and Senior Company Management, who wish to hold a
  Directorship in Companies other than those in the Group, must obtain
  the Board’s consent before accepting an appointment.

  Director and Management’s Remuneration

  Remuneration for Board members is set based on the following policies:

a)  The remuneration package for directors should be appealing enough to
    attract and retain quality directors whom the board needs, but not
    excessive.

b)  Remuneration for non-executive directors should be comparable to the
    general practice in the industry, commensurate with work experience
    and commitment, as well as the benefits each director brings.
    Directors who are assigned extra work (being members of committees,
    for example) should be paid appropriately more.

c)  Executive Directors should receive the remuneration that is linked
    to the performances of the Company and that of each director.

d)  Remuneration for the Managing Director and Senior Management should
    be determined in accordance with the principles and policies set by
    the Board.

e)  The Board should appoint a Remuneration Committee to assist in the
    setting of the remuneration package for directors and Company Senior
    Management to ensure that it is decided on with transparency.

  Directors’ compensation

  The following compensation structure was approved at the AGM on
  Tuesday, April 10, 2007, for the Board in 2007:

  1. Annual Fee

  1.1 Board compensation structure consisted of:

  - Chairman of the Board for Baht 150,000

  - Ordinary Members for Baht 100,000

  - Executive Directors for Baht 100,000

  1.2 Audit Committee compensation structure consisted of:

  - Chairman of the Audit Committee for Baht 120,000

  - Member of the Audit Committee for Baht 90,000

  1.3 Remuneration Committee compensation structure consisted of

  - Chairman of the Remuneration Committee for Baht 90,000

  - Member of the Remuneration Committee for Baht 60,000

  1.4 Nomination Committee compensation structure consisted of

  - Chairman of the Nomination Committee for Baht 90,000

  - Member of the Nomination Committee for Baht 60,000

  2. Meeting Allowances

  2.1 Board meeting allowances consisted of:

  - Chairman of the Board for Baht 25,000 each time (for his in
  attendance only)

  - Ordinary Members for Baht 20,000 each time (for those in attendance
  only)

  2.2 Audit meeting allowances structure consisted of:

  - Chairman of the Audit Committee for Baht 20,000 each time (for his
  in attendance only)

  - Member of the Audit Committee for Baht 15,000 each time (for those
  in attendance only)

  2.3 Remuneration meeting allowances structure consisted of:

  - Chairman of the Remuneration Committee for Baht 15,000 each time
  (for his in attendance only)

  - Member of the Remuneration Committee for Baht 10,000 each time (for
  those in attendance only)

  2.4 Nomination meeting allowances structure consisted of:

  - Chairman of the Nomination Committee for Baht 15,000 each time (for
  his in attendance only)

  - Member of the Nomination Committee for Baht 10,000 each time (for
  those in attendance only)

  The remuneration and fee structure for the Directors during the
  financial year ended 31^(st) December 2007 is as follows

+-----------------------+---------+----------+----------+-------------+
|   Company Director    |         |   Board  |   C      |   Total     |
|                       |  Annual |          | ommittee |   C         |
|                       |   Fee   |  Meeting |          | ompensation |
|                       |         |   A      |  Meeting |             |
|                       |         | llowance |   A      |             |
|                       |         |          | llowance |             |
+-----------------------+---------+----------+----------+-------------+
|   Executive           |         |          |   -      |   679,301   |
|                       | 479,301 |  200,000 |          |             |
+-----------------------+---------+----------+----------+-------------+
|   Non-Executive       |         |          |          |   1,961,667 |
|                       | 891,667 |  600,000 |  470,000 |             |
+-----------------------+---------+----------+----------+-------------+
|   Total as of 31      |   1,    |          |          |   2,604,968 |
|   December 2007       | 370,968 |  800,000 |  470,000 |             |
+-----------------------+---------+----------+----------+-------------+

  The number of Directors of the Company whose total Annual fee and
  Allowances falls within the following bands:

+-----------------------------------+-----------------------------------+
|   Executive Director              |   Number                          |
+-----------------------------------+-----------------------------------+
|   Below Baht RM 100,000           |   5                               |
+-----------------------------------+-----------------------------------+
|   RM 100,001 – RM 400,000         |   1                               |
+-----------------------------------+-----------------------------------+
|   Non-Executive Director          |                                   |
+-----------------------------------+-----------------------------------+
|   Below RM 100,000                |   2                               |
+-----------------------------------+-----------------------------------+
|   RM 100,001 – RM 300,000         |   1                               |
+-----------------------------------+-----------------------------------+
|   RM 300,001 – RM 500,000         |   2                               |
+-----------------------------------+-----------------------------------+
|   RM 500,000 – RM 700,000         |   1                               |
+-----------------------------------+-----------------------------------+

  Note : The summarized remuneration of Director exclude two new
  Directors entering in year 2008

  Compensation for Management

  The compensation of Management team members complies with the policies

  and principles specified by the Board. Each person’s compensation is
  determined against performance with industry standards. The
  Remuneration Committee then proposes the compensation along with
  compensation guidelines to the Board for review and approval.

  In 2007, the Managing Director and 13 Management executives received
  Baht 20,039,897.45 in compensation detailed as follows:

+-------------+-------------+-------------+-------------+-------------+
|   C         |   2007      |             |   2006      |             |
| ompensation |             |             |             |             |
+-------------+-------------+-------------+-------------+-------------+
|             |   Persons   |   Paid      |   Persons   |   Paid      |
|             |             |   Amount    |             |   Amount    |
+-------------+-------------+-------------+-------------+-------------+
|   Salary    |   14        |   18        |   13        |   16        |
|             |             | ,612,204.09 |             | ,457,344.83 |
+-------------+-------------+-------------+-------------+-------------+
|   Other     |   6         |   1         |   3         |             |
|   Benefit   |             | ,427,693.36 |             |  805,789.51 |
+-------------+-------------+-------------+-------------+-------------+

  Management Shareholding

  Shareholding by Directors and Management as at the latest closing date
  are as follows:

+----+--------------------------+----------+------------+-------------+
|    |   Name                   |   No. of |            |   Increase/ |
| No |                          |   Shares |            |             |
|    |                          |   held   |            |             |
|    |                          |          |            |  (Decrease) |
+----+--------------------------+----------+------------+-------------+
|    |                          |   2      |   8/4/2006 |             |
|    |                          | 6/3/2007 |            |             |
+----+--------------------------+----------+------------+-------------+
|    |   Mr. Pricha Attavipach  |   3      |            |   Nil       |
| 1. |                          | ,543,167 |  3,543,167 |             |
+----+--------------------------+----------+------------+-------------+
|    |   Mr. Ronald Wai Choi Ng |   4      |            |   Nil       |
| 2. |                          | ,517,441 |  4,517,441 |             |
+----+--------------------------+----------+------------+-------------+
|    |   Mr. Kriang             |   12     |            |   Nil       |
| 3. |   Kiatfuengfoo           | ,100,000 | 12,100,000 |             |
+----+--------------------------+----------+------------+-------------+
|    |   Mrs. Arida Vidhyananda |   Nil    |   Nil      |   Nil       |
| 4. |                          |          |            |             |
+----+--------------------------+----------+------------+-------------+
|    |   Mr. Somsak Potisat     |   Nil    |   Nil      |   Nil       |
| 5. |                          |          |            |             |
+----+--------------------------+----------+------------+-------------+
|    |   Dr. J. Peter Mills     |   Nil    |   Nil      |   Nil       |
| 6. |                          |          |            |             |
+----+--------------------------+----------+------------+-------------+
|    |   Mr. Surapong           |   Nil    |   Nil      |   Nil       |
| 7. |   Chaingtong             |          |            |             |
+----+--------------------------+----------+------------+-------------+
|    |   Mr. Nopadon Mantajit   |   1      |            |   Nil       |
| 8. |                          | ,273,419 |  1,273,419 |             |
+----+--------------------------+----------+------------+-------------+
|    |   Mr. Somsak Ruamkid     |          |   700,000  |   Nil       |
| 9. |                          |  700,000 |            |             |
+----+--------------------------+----------+------------+-------------+
|    |   Mr. Ray Kar Teik Ng    |   Nil    |   Nil      |   Nil       |
|  1 |                          |          |            |             |
| 0. |                          |          |            |             |
+----+--------------------------+----------+------------+-------------+
|    |   Mr. Lawrence Chong     |   Nil    |   Nil      |   Nil       |
|  1 |                          |          |            |             |
| 1. |                          |          |            |             |
+----+--------------------------+----------+------------+-------------+
|    |   Mrs. Angie Ean Kim Goh |   Nil    |   Nil      |   Nil       |
|  1 |                          |          |            |             |
| 2. |                          |          |            |             |
+----+--------------------------+----------+------------+-------------+
|    |                          |          |            |             |
+----+--------------------------+----------+------------+-------------+

  Note: From Shareholder’s list by TSD as at the latest closing date
  which is 26 March 2007 and each

  director information includes the number of shares holding by spouse
  and person no sui juris

  3. Board Committees

  In order to ensure effectiveness and efficiency of the Board in
  carrying out its duties, the Board may delegate some of its
  responsibilities to Board committees which will conduct their duties
  in accordance to its terms of references and modus operandi approved
  by the Board.

  Except for Chairman of the Executive Committee, Only Independent
  Directors can be appointed as Chairmen of Board Committees.
  Independent Directors are encouraged to be Committee Chairman.

  Executive Committee

The Executive Committee comprises as at the date of the Annual Report, 4
Directors as Committee members.

Mr. Prica Attavipach Chairman,

Mr. Ronald Ng Wai Choi Managing Director

  Dr. John Peter Mills Executive Director

Mr. Somsak Ruamkid Executive Director

Mr. Udom Chirapanathorn (Resigned on 16 August 2007)

Mr. Edward Mervyn Jones (Resigned on 6 September 2007)

General. Kittisak Rathprasert (Appointed on 25 February 2008)

The duties of the Executive Board are to consider and execute decisions
and matters as assigned by the Board of Directors. All members are
involved in the Company’s day-to-day operations. Formal meetings take
place as required, twice a month on average. Member of the Senior
Management can be invited to attend meetings.

  Audit Committee

The Audit Committee comprises as at the date of the Annual Report 3
Independent Directors as the member of the Committee.

Mr. Kriang Kiatfuengfoo Chairman

Mrs. Arida Vidhayananda

Mr Somsak Potisat (resigned w.e.f 1^(st) March 2008)

Mr. Umyos Huvanandana

The Audit Committee's terms of reference included the following:

1.  Ensuring that all financial reporting is in accordance with
    generally accepted accounting procedures.

2.  Ensuring timely and transparent regulatory compliance.

3.  Making informed recommendations regarding the Company’s accounting
    policies, practices, and disclosures.

4.  Reviewing the scope, cost and results of internal and external
    audits.

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

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

7.  Review and nomination of external auditors for recommendation to the
    Board of Directors for adoption by the shareholders at the Company’s
    AGM

8.  Reviewing connected transactions involved with related companies.

9.  Reviewing any matter that may potentially affect the financial
    welfare of the Company.

  During the Financial Year, the Audit Committee met 9 times with all
  members present at each meeting.

  Remuneration Committee

The Remuneration Committee comprises, as at the date of the Annual
Report, 2 Independent Directors and 1 Executive Director as the
Committee members.

Mr. Kriang Kiatfuengfoo Chairman

Mrs. Arida Vidhayananda

Mr. Ronald Ng Wai Choi Managing Director

  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 commensuration 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.

  The Remuneration Committee meets at least annually, and additionally
  if necessary.

  Nomination Committee

The Nomination Committee comprises as at the date of the Annual Report,
3 Independent Directors as the Committee members.

Mr. Pricha Attavipach Chairman

Mr. Kriang Kiatfuengfoo

Mrs. Arida Vidhayananda

  The Committee is responsible for overseeing selection of new directors
  by considering, defining, and reviewing, the required knowledge,
  experience, and skills, of a potential candidate prior to their
  nomination to the Board to ensure that it reflects an appropriate
  balance of skill and independence.

  The Committee should consider the relevant age, skill, field of
  specialization, and the willingness to dedicate time and effort to the
  company.

  The Board consists of directors with a depth of senior level
  experience in engineering, technical, geological, operational
  management, financial, legal, and accounting areas, which helps to
  ensure that it is equipped to deal with a broad range of issues.

  The Nomination Committee meets at least annually, and additionally if
  necessary.

DISCLOSURE AND CORPORATE TRANSPARENCY

  Proper and sufficient transparency disclosure are considered the
  foundations of mutual understanding and trust between Company and
  Shareholders, and provides: 1) an opportunity for the shareholder
  stakeholder to scrutinize the Company Activities more accurately and
  cautiously, 2) defines the roles and responsibilities of the people
  involved, 3) provides easy access to needed information, and 4) assist
  in maintaining a monitoring process to ensure ethical and proper
  business conduct of Company Operations.

  The Company maintains corporate disclosure in accordance with
  regulations set by various Governmental authorities including the
  Ministry of Commerce, the Stock Exchange of Thailand, and the
  Department of Primary Industry and Minerals. The Board ensures that
  disclosure is complete, adequate, reliable, and timely, so that the
  Company’s shareholders and stakeholders are equally well informed as
  required the laws of state agencies and concerned organizations.

  The Board ensures that the following information is disseminated to
  the stakeholder from time to time: 1) Company objectives, 2) financial
  status and Company performances, 3) shareholding structure and voting
  rights, 4) list of directors, committees, top management, and their
  remuneration, 5) risk factors foreseen and intended management thereof
  in terms of both financing and operation plans, 6) major issues
  concerning employees and other stakeholders, 7) corporate governance
  policy and structure, including the responsibilities of the Board in
  financial reporting and reports of the chairman of the audit
  committee, 8) other voluntarily information disclosure in response to
  stakeholder demand and, thereby, earn their trust.

  The Company complied with financial and disclosure reporting
  requirements throughout the year.

  Summary of Financial Reporting Dates

+--------------------------------------------------+-------------------+
|   HEADLINE                                       |   DATE            |
+--------------------------------------------------+-------------------+
|   Financial Statement Quarter 1/2007             |   14 May 2007     |
+--------------------------------------------------+-------------------+
|   Financial Statement Quarter 1/2007 (Amendment) |   12 Jul 2007     |
+--------------------------------------------------+-------------------+
|   Financial Statement Quarter 2/2007             |   14 Aug 2007     |
+--------------------------------------------------+-------------------+
|   Financial Statement Quarter 3/2007             |   25 Oct 2007     |
+--------------------------------------------------+-------------------+
|   Financial Statement Year Ended 2007            |   26 February     |
|                                                  |   2008            |
+--------------------------------------------------+-------------------+

  Summary of Announcements to the Stock Exchange of Thailand

+-----------------------------------------------------+----------------+
|   HEADLINE                                          |   DATE         |
+-----------------------------------------------------+----------------+
|   Reviewed Quarter 1 and Consolidated F/S (F45-3)   |   14 May 2007  |
+-----------------------------------------------------+----------------+
|   Clarifying FS Quarter 1/2007                      |   14 May 2007  |
+-----------------------------------------------------+----------------+
|   Clarifying Q1/2007 (Additional)                   |   15 May 2007  |
+-----------------------------------------------------+----------------+
|   American Depository Receipt (ADR)                 |   15 May 2007  |
+-----------------------------------------------------+----------------+
|   The SET summarize THL performance of Q4/06 and    |   23 May 2007  |
|   Q1/07                                             |                |
+-----------------------------------------------------+----------------+
|   SEC requires THL to clarify the accounting        |   28 May 2007  |
|   recognition                                       |                |
+-----------------------------------------------------+----------------+
|   Clarifying SEC Letter No.SEC.CH 1327/2007         |   11 Jun 2007  |
+-----------------------------------------------------+----------------+
|   SP and NP sign posted against THL                 |   25 Jun 2007  |
+-----------------------------------------------------+----------------+
|   Stock Exchange of Thailand Halts Trading of THL   |   10 Jul 2007  |
+-----------------------------------------------------+----------------+
|   Legal case against a subsidiary                   |   10 Jul 2007  |
+-----------------------------------------------------+----------------+
|   The Stock Exchange of Thailand Resumes Trading of |   10 Jul 2007  |
|   THL                                               |                |
+-----------------------------------------------------+----------------+
|   Reviewed Quarter 1 and Consolidated F/S (F45-3)   |   11 Jul 2007  |
+-----------------------------------------------------+----------------+
|   Audited Yearly F/S And Consolidated F/S (F45-3)   |   11 Jul 2007  |
+-----------------------------------------------------+----------------+
|   The SET lifts NP and posts NR against THL         |   11 Jul 2007  |
+-----------------------------------------------------+----------------+
|   Board Resolution on recent allegation             |   11 Jul 2007  |
+-----------------------------------------------------+----------------+
|   Clarifying operating result 2006 (Amendment)      |   12 Jul 2007  |
+-----------------------------------------------------+----------------+
|   Clarifying FS Quarter1/2007 (Amendment)           |   12 Jul 2007  |
+-----------------------------------------------------+----------------+
|   Financial Statement Yearly 2006 (Amendment)       |   12 Jul 2007  |
+-----------------------------------------------------+----------------+
|   Reviewed Quarter 2 and Consolidated F/S (F45-3)   |   14 Aug 2007  |
+-----------------------------------------------------+----------------+
|   Clarifying FS Quarter 2/2007                      |   15 Aug 2007  |
+-----------------------------------------------------+----------------+
|   Retirement of Director                            |   16 Aug 2007  |
+-----------------------------------------------------+----------------+
|   Clarifying Q2/2007 (Additional)                   |   16 Aug 2007  |
+-----------------------------------------------------+----------------+
|   Change in THL ’s Board of Director                |   3 Sep 2007   |
+-----------------------------------------------------+----------------+
|   Announcement on 2008 Annual Holidays              |   18 Oct 2007  |
+-----------------------------------------------------+----------------+
|   Financial Statement Quarter 3/2007                |   25 Oct 2007  |
+-----------------------------------------------------+----------------+
|   Reviewed Quarter 3 and Consolidated F/S (F45-30)  |   26 Oct 2007  |
+-----------------------------------------------------+----------------+
|   Clarifying FS 3/2007                              |   26 Oct 2007  |
+-----------------------------------------------------+----------------+
|   Notification of Sea Mineral Limited capital       |   15 Nov 2007  |
|   reduction                                         |                |
+-----------------------------------------------------+----------------+
|   Sea Mineral Limited capital reduction             |   19 Nov 2007  |
|   (Additional)                                      |                |
+-----------------------------------------------------+----------------+
|   Director’s Resignation                            |   13 Dec 2007  |
+-----------------------------------------------------+----------------+
|   Property Development Projects                     |   19 Feb 2008  |
+-----------------------------------------------------+----------------+
|   Financial Statement Yearly 2007                   |   26 Feb 2008  |
+-----------------------------------------------------+----------------+
|   Audited Yearly F/S And Consolidated F/S (F45-3)   |   26 Feb 2008  |
+-----------------------------------------------------+----------------+
|   Clarifying the Financial Statements for the year  |   26 Feb 2008  |
|   ended 2007                                        |                |
+-----------------------------------------------------+----------------+
|   No payment of dividend and the date of AGM 2008   |   27 Feb 2008  |
+-----------------------------------------------------+----------------+

  Shareholder Relations

  The Board provides equal treatment to all shareholders regardless of
  the number of shares held and ensures that: 1) easy access for
  shareholders to review Company information as well as to attend
  shareholders’ meetings, 2) shareholders are informed of major
  developments and issues affecting the Company by the distribution of
  annual and quarterly reports in compliance with the SET and all other
  public company secretarial requirements, 3) prompt disclosure of all
  decisions or events which may affect the operating performance and/or
  financial position of the Company, 4) shareholders’ approval is sought
  on significant issues in accordance with the guidelines of the SET, 5)
  shareholders are provided an opportunity to raise any issues with the
  Board at the AGM.

  The Company’s Secretary is responsible for managing general
  shareholder enquiries and correspondence, and can be contacted
  concerning any issues or questions about Company activities. The
  secretary will in turn liaise with the Board of Directors in relation
  to said enquiries and/or concerns. In addition, to assure information
  access and improve involvement of shareholders in Company operations,
  the Board will maintain best practice policy including: 1) assurance
  of equal treatment to all, including minority and foreign, 2)
  entitlement to indemnity when their rights are violated 3) entitlement
  to voting rights according to the types and number of shares
  possessed, and equal access to Company information, 4) access to
  necessary information, adequately fairly, and timely, 5) not provide
  undisclosed information in favor of any group, 6) procedural practice
  at meetings should be arranged to provide equal access and attention
  to all at in as simple and low cost manner as possible, 7) not be
  pressured by any individual shareholder to direct the Company for
  personal interest thus causing long-term conflict or disadvantage to
  the other shareholders and, 8) strictly follow the collective goal, or
  direction, expressed by all shareholders and not the sole interests of
  any one shareholder or majority shareholder.

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.

AUDITING 

  The Company Audit comprise of External Audit by independent external
  auditor and Internal Audit by a qualified internal auditor report
  directly to the Audit Committee.

  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 budget 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 Natural Resources and Environmental Policy and Planning
  (ONEP) previously known as Office of the Environment Policy and
  Planning or (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 undergo
  regularly monitored checkups.

ENVIRONMENT 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 ONEP
  guidelines. Its andesite quarry operations are conducted in compliance
  with ONEP regulations, including a noise and dust suppression program
  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 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. Any Board
  Member who has a potential conflict of interest should not vote on the
  matter discussed.

  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.

2.9.3 Personnel and Remuneration for year 2007

1 Number of personnel of the Company:

- Head Office, Bangkok (persons) 25

- Kaeng Khoi Office, Saraburi (persons) 18

- Phuket Office (persons) 2

 Total (persons) 45 

Total salaries of personnel (Million Baht) 16.23

  2 Total wages for daily workers hired by the

  Company (Million Baht) 0.60

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

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