9. Management

Management Structure

Board of Directors

Audit committee

Hospital Executive Directors

Managing Director

Secretariat Office The Company’s Secretary

Hospital Director

Medical Dept. Nursing Dept. Administration Specital Affairs

Director Director Director Director

Front Office Dept. Manager Phamacy&Labratory Dept.

Director

Company board of directors 

Components of a company board of director:

- The company’s articles of association requires that there be the
company’s board of directors consisting of not less than 5 persons and
not exceeding 15 persons, and directors not less than one half of the
total number of directors must have a residence in the Kingdom of
Thailand (currently the company has 13 directors).

- A director must be a natural person, who may be or not be a
shareholder of the company and must have the qualifications under the
Limited Public Companies Act B.E. 2535 (A.D. 1992), section 68.

Powers and duties of the company board of directors:

It is responsible for all the businesses and affairs of the company and
acts within the limits of the law, the objectives and the articles of
association of the company and according to the shareholder meeting
resolutions and any such acts as set forth in the memorandum of
association or related therewith, e.g. purchase, employment, the company
board of directors having the power to approve in a limit exceeding Baht
5,000,000 per time.

Appointment and removal of the company board of directors:

The shareholder meeting shall appoint directors according to the
criteria and procedures as follows:

- One shareholder has votes equal to one share per one vote.

- Each shareholder must use all of his existing votes to elect one
person or several persons but may not share any number of his votes with
any person (i.e. the cumulative voting method may not be used).

- The persons receiving the maximum votes according to the sequence
downwards are persons elected to be directors equal to the number of
directors that should exist or should be elected. In the case where
persons who are elected in the sequence next downwards with equal votes
exceed the number of directors that should exist or should be elected in
that election, the person being the chairman shall be the person using
the casting vote.

- In every annual ordinary meeting, the directors shall retire from
office at the rate of one third. If the number of directors cannot
exactly be divided by three, they shall retire by the number closest to
one third.

The directors having to retire from office in the first year and the
second year after the registration of the company shall draw lots to
decide who will retire, whereas in subsequent years the director having
been in office for the longest time shall be the person retiring from
office.

- The old board shall act in the function of office in order to carry
the businesses of the company on in the meantime as is necessary until
the new board is elected according to the company articles of
association to assume the functions.

- Besides passing from office according to the term, a director passes
from office when:

1. he dies,

2. he resigns,

3. he lacks in the qualifications or has the prohibited characters under
Section 68 of the Limited Public Companies Act B.E. 2535 (A.D. 1992),

4. the shareholder meeting passes a resolution that he retire,

5. the court issues an order that he retire.

- Any director intending to resign from office shall submit a
resignation to the company, the resignation is effective as from the
date it reaches the company.

The director who resigns under paragraph one may also notify the
registrar of his resignation.

- In the case where the office of a director becomes vacant for any
reason other than retirement according to the term, the board of
directors shall elect a person who has the qualifications and does not
have the prohibited characters under Section 68 of the Limited Public
Companies Act B.E. 2535 (A.D. 1992) to be the director in his place at
the succeeding board meeting, unless the directors’ term has less than
two months to go: The person entering as such director in place as
aforesaid may stay in office only as long as the remaining term of the
director in whose place he is.

The resolution of the directors under paragraph one must consist of
votes not less than the number of the remaining directors.

- The shareholder meeting may pass a resolution for any director to
retire before the time to retire according to the term with votes not
less than three fourths of the number of the shareholders who are
present at the meeting and have the right to vote and have an aggregate
of shares not less than one half of the number of shareholders by the
shareholders being present at the meeting and having the right to vote.

- The board of directors shall elect a fellow director to be the board
chairman and may also elect the vice chairman, the managing director and
such other titles as it may see fit.

The audit committee

The components of the audit committee:

It consists of 3 company directors as dependent committee members and
with the internal audit chief serving as the committee secretary.

Power and duties of Audittee Committee

  - Supervise the operating procedure and disclosure of all financial
  reports to verify their justification with the auditor and the
  Company's management.

  - Ensure the effectiveness of the internal control procedure.

  - Ensure that there is no conflict of interests for the Company
  through transactions with related businessor person.

  - Ensure that the Company comply with all relevant laws, related
  regalations and the resolutions of any shareholder meeting

  - Review all documents on internal investigation of possible fraud of
  mishandling of procedure for interal auditing and report to the Board
  of Directors for consideraion.

  - Investigate evidence of possible infrigement of the law or
  regulations set by the Stock Exchange of Thailand which may adversely
  affect the Company's financial status or performance.

  - Carry out assigements of projects specially given by the Board such
  as a review of financial policy and risks, code of Corporate conducts
  for the management, important announcement report to be made public
  such as the managements analysis in the annual report, etc.

  - Propose the candidate to be appointed as Auditor.

Appointment and removal of the audit committee:

By company board meeting resolution only.

The hospital executive board

The component of the hospital executive board:

It consists of 6 executive directors and with the company secretary
serving as the board secretary.

The powers and duties of the hospital executive board:

To consider offering advice and opinions and matters of consultation
presented by the hospital management to meetings and report to the
company board meeting for information or approval as the case may be.

Appointment and removal of the hospital executive board members:

By company board meeting resolution only.

The directors authorized to bind the company by affixing their
signatures:

The following directors are the powers authorized to affix their
signatures on behalf of the company, two of whom jointly affix their
signatures and the common seal of the company:

- Gen. Singha Saovapap

- Maj. Gen. Suriya Phalakornkul

- Lt. Gen. Kovit Putthkayon

- Dr. Nopadol Sootsukon M.D.

- Col. Savek Taranat

Director Personal's Profile

in accordance with Attachment 1

Nomination of directors and executives

Not done through the nominating committee.

Remuneration

Directors 856,000.00 Baht

Management 3,944,773.96 Baht

Business supervision

Throughout the past period the company board of directors has complied
with the code of best practices being in line with the approach of the
securities exchange. There are only two points that the company board of
directors has not complied with as follows:

- The board has not yet appointed the nominating committee and the
remuneration committee, since it deems that the power in this portion
should be delegated to the shareholders to consider independently. So
far, the company board has nominated persons deemed suitable to be
directors for the shareholders to consider and allowed the shareholders
also to nominate persons deemed fit to be directors. The selection has
been by resolution of the shareholder meeting.

As regards the determination of remuneration, it is deemed fit to use
each year’s work as the standard for the shareholders to consider
approving.

- The provisions regarding the code of corporate conduct, the code of
business ethics, the code of ethics for directors, executives and
employees: the practice direction has been set and in the course of
improvement in consistence with the practices of the securities
exchange.

Supervision regarding use of internal data:

The company has made the policy known to the executives that they be
careful about taking the company’s internal data to use, which includes
securities transactions before the disclosure of the financial
statements, and in order to ensure an increasingly concrete, clear view
the company is currently in process of preparing procedures regarding
use of internal data in writing to hold to as guidelines subsequently.

Total staff:

  -------------------- ---------------- ----------------------------------
  27                                    regular doctors

  250                                   medical consultants

  590                                   full-time workers

  171                                   part-time workers

  Total 1,038                           staff members
  -------------------- ---------------- ----------------------------------

Remuneration :

Staff 213,388,990.28 Baht

Employee development policy:

The company has a policy of continuously providing training to the
employees of all departments so as to enhance working potentials and to
the highest satisfaction of service users.