9.  MANAGEMENT

    1.  Organizational Structure

Organizational Structure of the Company as at 31 December 2008 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 (resigned on 19 March 2009)

  3. Mrs. Arida Vidhayananda Independent Director and Audit Committee
  Member

  (Resigned 5 August 2008)

  4. Mr. Somsak Potisat Director and Advisor of Board (Resigned as

  Independent Director and Audit Committee Member on 1 March 2008 but
  remained as a director and appointed as an advisor of the Board)

  5. Mr. Ronald Ng Wai Choi Managing Director

  6. Dr. J. Peter Mills Executive Director

  7. Mr. Umyos Huvanandana Independent Director and Audit Committee
  Member

  (Appointment effective 25 Feb 2008 and resigned on

  25 March 2009)

  8. Gen.Kittisak Rathprasert Executive Director

  (Appointment effective 25 Feb 2008)

9. Mr. Somsak Ruamkid Executive Director (Resigned effective 2 June
2008)

  10. Mr. Nopadon Mantajit Independent Director

11. Mr. Surapong Chiangtong Director (Resigned effective 13 Aug 2008)

12. Mr. John Yangpichit Director (Appointment effective 3 Jun 2008)

13. Mr Nickane Sucharitaves Independent Director and Audit Committee
Member

  (Appointment effective 11 Nov 2008)

(B) Audit Committee

  1. Mr. Kriang Kiatfuengfoo Chairman of Audit Committee (Resigned on

  19 March 2009)

  2. Mrs. Arida Vidhayananda Independent Director and Audit Committee

  Member (Resigned on 5August 2008)

  3. Mr. Somsak Potisat Independent Director and Audit Committee

  Member (Resigned as Independent Director and Audit Committee Member on
  1 March 2008 but remained as a director and appointed as an advisor of
  the Board)

  4. Mr. Umyos Huvanandana Independent Director and Audit Committee

  Member (Appointed with effective on 25 February 2008)

  5. Mr. Nickane Sucharitaves Independent Director and Audit Committee
  Member

  (Appointed on 11 November 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

(Resigned effective 2 June 2008)

  4. General Kittisak Rathprasert Executive Director (Appointment
  effective 25 Feb

  2008)

  5. Mr. Rachan Kanjana-Vanit Advisor

  6. Mr. Varin Cherdboonmuang Advisor

2.9.2 Corporate Governance

  THL, being a 103 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 (SET), the Company’s Articles of
  Association, and other regulations of the Kingdom of Thailand.

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

  As the Company is listed on the SET, its Board is committed to 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 in maintaining business excellence and accommodate
  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 a chairman (an independent member) of the
  Board, the managing director, executive directors, and non executive
  directors. The chairman of the Board manages the Board’s activities
  and is the leader of 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 meetings with
  the senior management.

  THL, as at the date of this annual report, consists of one (1)
  chairman to the Board, one (1) managing director, two (2) executive
  directors, four (4) independent directors and two (2) directors.

  Role of the Board

  The primary role of the Board is to oversee the Company and its
  Subsidiary Companies 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)  Conducting their duties honestly, comply with all laws, the objects
    and the articles of association of the Company, and the resolution
    of and the resolutions of any shareholder meetings in good faith,
    and with care to preserve the interests of the Company.

b)  Implement and direct the company’s policies, as well as monitor and
    supervise its operations to maximize economic value and
    shareholders’ wealth.

c)  Conduct themselves honestly and with integrity.

d)  Ensure management’s accountability to shareholders: preserve their
    rights and interests, clearly and fully disclose information.

e)  Ensure the company has management with the competency, knowledge and
    experience to run the business.

f)  Ensure the company is determined to carry on the business
    continuously

g)  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).

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

i)  Monitoring the Company’s financial performance.

j)  Ensuring the existence of adequate internal controls.

k)  Considering any conflict of interests thoroughly and monitoring
    compliance to the regulations regarding criteria, procedures and
    disclosure of related transactions.

l)  Ensuring that significant business risks are appropriately managed.

m)  Reviewing management performance.

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

o)  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 2008 the Company held 8
  Board meetings: with attendance as listed in the following table.

+-------------------------------+------+------+------------+---------+
|                               |   B  |      |   Absent   |         |
|                               | oard |      |   from     |  Reside |
|                               |      |      |   Meeting  |   in    |
|                               | Meet |      |   No:      |         |
|                               | ings |      |            |   T     |
|                               |      |      |            | hailand |
|                               |   At |      |            |         |
|                               | tend |      |            |         |
|                               | ance |      |            |         |
+-------------------------------+------+------+------------+---------+
| Director                      |   A  |   B  |            |         |
+-------------------------------+------+------+------------+---------+
|   Mr. Pricha Attavipach       |   8  |   7  |   1        |   Yes   |
+-------------------------------+------+------+------------+---------+
|   Mr. Ronald Ng Wai Choi      |   8  |   7  |   3        |   Yes   |
+-------------------------------+------+------+------------+---------+
|   Mr. Kriang Kiatfuengfoo     |   8  |   8  |   Nil      |   Yes   |
+-------------------------------+------+------+------------+---------+
|   Mr. Umyos Huvanandana (1)   |   8  |   6  |   1,2      |   Yes   |
+-------------------------------+------+------+------------+---------+
|   Mr. Somsak Potisat          |   8  |   8  |   Nil      |   Yes   |
+-------------------------------+------+------+------------+---------+
|   Dr. John Peter Mills        |   8  |   8  |   Nil      |   Yes   |
+-------------------------------+------+------+------------+---------+
|   General. Kittisak           |   8  |   5  |   1,2,3    |   Yes   |
|   Rathprasert (2)             |      |      |            |         |
+-------------------------------+------+------+------------+---------+
|   Mr. Nopadon Mantajit        |   8  |   6  |   3,7      |   Yes   |
+-------------------------------+------+------+------------+---------+
|   Dr. John Yangpichit (3)     |   8  |   4  |   1,2,3,4  |   Yes   |
+-------------------------------+------+------+------------+---------+
|   Mr. Nickane Sucharitaves    |      |      |   Nil      |   Yes   |
|   (4)                         |  Nil |  Nil |            |         |
+-------------------------------+------+------+------------+---------+
|   Mr. Somsak Ruamkid          |   8  |      |   1-8      |   Yes   |
|   (Resigned with effective on |      |  Nil |            |         |
|   2 June 2008)                |      |      |            |         |
+-------------------------------+------+------+------------+---------+
|   Mr. Arida Vidhayananda      |   8  |   4  |   4,6,7,8  |   Yes   |
|                               |      |      |            |         |
|   (Resigned with effective on |      |      |            |         |
|   5 August 2008)              |      |      |            |         |
+-------------------------------+------+------+------------+---------+
|   Mr. Surapong Chiangthong    |   8  |   2  |   1        |   Yes   |
|                               |      |      | ,2,3,6,7,8 |         |
|   (Resigned with effective on |      |      |            |         |
|   13 August 2008)             |      |      |            |         |
+-------------------------------+------+------+------------+---------+

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

  B. Meetings attended by the director.

  (1) Appointed with effective on 25 February 2008 and resigned on 25
  March 2009

  (2) Appointed with effective on 25 February 2008

  (3) Appointed with effective on 3 June 2008

  (4) Appointed with effective on 11 November 2008

  Based on resolutions by the Board of Directors

  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.

  Retirement by rotation and appointing of director to replace the
  director who resigned before his due retirement

  In accordance with the Articles of Association and Company best
  practices. the following conditions have been set out as follows:

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 the office of director is vacant otherwise 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 person who is
    qualified and is not of a forbidden nature under the law, to be a
    director in his place at the following meeting of the Board of
    Directors unless the remaining tenure of the director is less than 2
    months.

  Any person so appointed shall retain his office during such time only
  as the vacating director was entitled to retain the same.

  The following 2 directors shall retire by rotation at this year’s AGM:

1.  Mr. Nopadon Mantajit

2.  Dr. John Yangpichit

  Mr. Nopadon Mantajit and Dr. John Yangpichit are being submitted for
  re-election by the shareholders.

  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 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 requires,
    subject to comparable market rates.

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 remunerated accordingly

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 and the Remuneration Committee.

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 No.
  14/2008 on Tuesday, April 29, 2008, for the Board in 2008:

  1. Annual Fee

  1.1 Board compensation structure consisted of:

  - Chairman of the Board Baht 120,000

  - Ordinary Members Baht 75,000

  - Executive Directors Baht 75,000

  1.2 Audit Committee compensation structure consisted of:

  - Chairman of the Audit Committee Baht 90,000

  - Member of the Audit Committee Baht 70,000

  1.3 Remuneration Committee compensation structure consisted of

  - Chairman of the Remuneration Committee Baht 70,000

  - Member of the Remuneration Committee Baht 45,000

  1.4 Nomination Committee compensation structure consisted of

  - Chairman of the Nomination Committee Baht 70,000

  - Member of the Nomination Committee Baht 45,000

  2. Meeting Allowances

  2.1 Board meeting allowances (payable per attendance only) consisted
  of:

  - Chairman of the Board Baht 25,000 per attendance per meeting.

  - Ordinary Members Baht 20,000 per attendance per meeting.

  2.2 Audit meeting allowances structure consisted of:

  - Chairman of the Audit Committee Baht 25,000 per attendance per
  meeting.

  - Member of the Audit Committee Baht 15,000 per attendance per
  meeting.

  2.3 Remuneration meeting allowances structure consisted of:

  - Chairman of the Remuneration Committee Baht 15,000 per attendance
  per meeting.

  - Member of the Remuneration Committee Baht 10,000 per attendance per
  meeting.

2.4 Nomination meeting allowances structure consisted of:

  - Chairman of the Nomination Committee Baht 15,000 per attendance per
  meeting.

  - Member of the Nomination Committee Baht 10,000 per attendance per
  meeting.

  The remuneration and fee structure for the Directors during the
  financial year ended 31^(st) December 2008 is as follows

+-----------------------+----------+---------+---------+-------------+
|   Company Director    |   Annual |   Board |   Co    |   Total     |
|                       |   Fee    |         | mmittee |   C         |
|                       |          | Meeting |         | ompensation |
|                       |          |   Al    | Meeting |             |
|                       |          | lowance |   Al    |             |
|                       |          |         | lowance |             |
+-----------------------+----------+---------+---------+-------------+
|   Executive           |          |         |         |             |
+-----------------------+----------+---------+---------+-------------+
|   1. Mr. Ronald Ng    |   0.00   |   0.00  |   0.00  |   0.00      |
|   Wai Choi            |          |         |         |             |
+-----------------------+----------+---------+---------+-------------+
|   2. Dr. John Peter   |   7      |   0.00  |   0.00  |   75,000.00 |
|   Mills               | 5,000.00 |         |         |             |
+-----------------------+----------+---------+---------+-------------+
|   3. General.         |   6      |   0.00  |   0.00  |   63,451.67 |
|   Kittisak            | 3,451.67 |         |         |             |
|   Rathprasert         |          |         |         |             |
+-----------------------+----------+---------+---------+-------------+
|   4. Mr. Somsak       |   3      |   0.00  |   0.00  |   31,666.67 |
|   Ruamkid             | 1,666.67 |         |         |             |
+-----------------------+----------+---------+---------+-------------+
|   Total Non-Executive |   17     |   0.00  |   0.00  |             |
|                       | 0,208.34 |         |         |  170,208.34 |
+-----------------------+----------+---------+---------+-------------+
|   Non-Executive       |          |         |         |             |
+-----------------------+----------+---------+---------+-------------+
|   1. Mr. Pricha       |   19     |   175   |   27    |             |
|   Attavipach          | 0,000.00 | ,000.00 | ,000.00 |  392,000.00 |
+-----------------------+----------+---------+---------+-------------+
|   2. Mr. Kriang       |   28     |   160   |   156   |             |
|   Kiatfuengfoo        | 0,000.00 | ,000.00 | ,500.00 |  596,500.00 |
+-----------------------+----------+---------+---------+-------------+
|   3. Mr. Umyos        |   14     |   120   |   39    |             |
|   Huvanandana         | 2,197.01 | ,000.00 | ,000.00 |  301,197.01 |
+-----------------------+----------+---------+---------+-------------+
|   4. Mr. Somsak       |   8      |   160   |   45    |             |
|   Potisat             | 6,666.66 | ,000.00 | ,000.00 |  291,666.66 |
+-----------------------+----------+---------+---------+-------------+
|   5. Mr. Nopadon      |   7      |   120   |   0.00  |             |
|   Mantajit            | 5,000.00 | ,000.00 |         |  195,000.00 |
+-----------------------+----------+---------+---------+-------------+
|   6. Dr. John         |   4      |   60    |   0.00  |             |
|   Yangpichit          | 3,333.33 | ,000.00 |         |  103,333.33 |
+-----------------------+----------+---------+---------+-------------+
|   7. Mr. Nickane      |   1      |   0.00  |   0.00  |   19,930.55 |
|   Sucharitaves        | 9,930.55 |         |         |             |
+-----------------------+----------+---------+---------+-------------+
|   8. Mrs. Arida       |   14     |   80    |   63    |             |
|   Vidhayananda        | 0,065.20 | ,000.00 | ,000.00 |  283,065.20 |
+-----------------------+----------+---------+---------+-------------+
|   9. Mr. Surapong     |   4      |   0.00  |   0.00  |   45,000.00 |
|   Chiangthong         | 5,000.00 |         |         |             |
+-----------------------+----------+---------+---------+-------------+
|   Total Non-Executive |   1,02   |   875   |   330   |   2         |
|                       | 2,192.75 | ,000.00 | ,500.00 | ,397,692.75 |
+-----------------------+----------+---------+---------+-------------+
|   Total as of 31      |   1,19   |   875   |   330   |   2         |
|   December 2008       | 2,401.09 | ,000.00 | ,500.00 | ,397,901.09 |
+-----------------------+----------+---------+---------+-------------+

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

+-----------------------------------+-----------------------------------+
|   Executive Director              |   Number                          |
+-----------------------------------+-----------------------------------+
|   Remuneration Below Baht 100,000 |   3                               |
+-----------------------------------+-----------------------------------+
|   Remuneration Baht 100,001 –     |   1                               |
|   400,000                         |                                   |
+-----------------------------------+-----------------------------------+
|   Non-Executive Director          |                                   |
+-----------------------------------+-----------------------------------+
|   Remuneration Below Baht 100,000 |   2                               |
+-----------------------------------+-----------------------------------+
|   Remuneration Baht 100,001 –     |   4                               |
|   300,000                         |                                   |
+-----------------------------------+-----------------------------------+
|   Remuneration Baht 300,001 –     |   1                               |
|   500,000                         |                                   |
+-----------------------------------+-----------------------------------+
|   Remuneration Baht 500,000 –     |   1                               |
|   700,000                         |                                   |
+-----------------------------------+-----------------------------------+

  Note : The summarized remuneration of Director exclude two new
  Directors entering in year 2009

  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 2008, the Managing Director, executives and management received
  Baht 18,463,414.00 (total 7 persons) in compensation detailed as
  follows:

+-------------+-------------+-------------+-------------+-------------+
|   C         |   2008      |             |   2007      |             |
| ompensation |             |             |             |             |
+-------------+-------------+-------------+-------------+-------------+
|             |   Persons   |   Paid      |   Persons   |   Paid      |
|             |             |   Amount    |             |   Amount    |
+-------------+-------------+-------------+-------------+-------------+
|   Salary    |   7         |   13        |   8         |   8         |
|             |             | ,080,564.00 |             | ,013,345.00 |
+-------------+-------------+-------------+-------------+-------------+
|   Other     |             |   5         |             |   1         |
|   Benefits  |             | ,382,850.03 |             | ,229,693.00 |
+-------------+-------------+-------------+-------------+-------------+

  Management Shareholding

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

+----+--------------------------+----------+----------+--------------+
|    |   Name                   |   No. of |          |   Increase/  |
| No |                          |   Shares |          |              |
|    |                          |   held   |          |   (Decrease) |
+----+--------------------------+----------+----------+--------------+
|    |                          |   30     |   30     |              |
|    |                          | /12/2008 | /12/2007 |              |
+----+--------------------------+----------+----------+--------------+
|    |   Mr. Pricha Attavipach  |   3      |   3      |   300,000    |
| 1. |                          | ,843,167 | ,543,167 |              |
+----+--------------------------+----------+----------+--------------+
|    |   Mr. Ronald Wai Choi Ng |   4      |   4      |   Nil        |
| 2. |                          | ,517,441 | ,517,441 |              |
+----+--------------------------+----------+----------+--------------+
|    |   Mr. Kriang             |   12     |   9      |   3,624,900  |
| 3. |   Kiatfuengfoo           | ,699,900 | ,075,000 |              |
+----+--------------------------+----------+----------+--------------+
|    |   Mr. Umyos Huvanandana  |   60,000 |   Nil    |   60,000     |
| 4. |                          |          |          |              |
+----+--------------------------+----------+----------+--------------+
|    |   Mr. Somsak Potisat     |   Nil    |   Nil    |   Nil        |
| 5. |                          |          |          |              |
+----+--------------------------+----------+----------+--------------+
|    |   Dr. J. Peter Mills     |   Nil    |   Nil    |   Nil        |
| 6. |                          |          |          |              |
+----+--------------------------+----------+----------+--------------+
|    |   Dr. John Yangpichit    |          |   Nil    |   400,000    |
| 7. |                          |  400,000 |          |              |
+----+--------------------------+----------+----------+--------------+
|    |   General. Kittisak      |   Nil    |   Nil    |   Nil        |
| 8. |   Rathprasert            |          |          |              |
+----+--------------------------+----------+----------+--------------+
|    |   Mr. Nopadon Mantajit   |   1      |   1      |   Nil        |
| 9. |                          | ,273,419 | ,273,419 |              |
+----+--------------------------+----------+----------+--------------+
|    |   Mr. Nickane            |   Nil    |   Nil    |   Nil        |
|  1 |   Sucharitaves           |          |          |              |
| 0. |                          |          |          |              |
+----+--------------------------+----------+----------+--------------+
|    |   Mr. Chong, Yit Keong   |   Nil    |   Nil    |   Nil        |
|  1 |                          |          |          |              |
| 1. |                          |          |          |              |
+----+--------------------------+----------+----------+--------------+
|    |   Mrs. Angie Ean Kim Goh |   Nil    |   Nil    |   Nil        |
|  1 |                          |          |          |              |
| 2. |                          |          |          |              |
+----+--------------------------+----------+----------+--------------+
|    |   Mr. Low Kean Eng       |   Nil    |   Nil    |   Nil        |
|  1 |                          |          |          |              |
| 3. |                          |          |          |              |
+----+--------------------------+----------+----------+--------------+

  Note: From Shareholder’s list by TSD as at the latest closing date
  which is 30 December 2008 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 Chairman 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, 3
Directors as Committee members.

1. Mr. Ronald Ng Wai Choi Chairman, Managing Director

  2. Dr. John Peter Mills Executive Director

3. General Kittisak Rathprasert Executive Director (Appointed on 25
February 2008)

(Mr. Somsak Ruamkid resigned from executive director on 2 June 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.

  1. Mr. Kriang Kiatfuengfoo Chairman (Resigned on 19 March 2009)

2. Mr. Umyos Huvanandana Appointed on 25 February 2008 and resigned on
25

March 2009

3. Mr. Nickane Sucharitaves Appointed on 11 November 2008

(Mr Somsak Potisat resigned on 1 March 2008 and Mrs. Arida Vidhayananda
resigned on 5 August 2008)

Charter of the Audit Committee

The Board of Directors of Tongkah Harbour Public Company Limited is
committed to support of Good Corporate Governance systems. Thus, the
Company's Board of Directors appointed the Audit Committee to be an
important tool in helping the burden of the Board of Directors in
governing the Company's operations by ensuring accurate, transparent,
and high quality management. Additionally, the Board is committed to
delivering trustworthy financial reporting, ensuring that information
disclosed in financial statements are accurate and benefiting the
investors and stakeholders. In compliance with the SET's Regulations and
to allow the Audit Committee to carry out their duties as assigned by
the Board of Directors, the Audit Committee Charter has been enacted as
followings:

1. Composition of the Audit Committee

1.1 The Audit Committee is comprised of at least three independent
directors, where at least one member must be knowledgeable or have
significant experience in accounting or in financial matters.

1.2 The Audit Committee members must be able to devote adequate time to
fulfill their roles in committee operations.

2. Qualifications of Audit Committee Members

2.1 Members may not hold shares exceeding one percent, including shares
held by a related person, of paid-up capital of the listed company or of
the mother company, an affiliated company, an associated company, or a
company that might have any conflict of interest with respect to the
listed company.

(Remarks: This qualification would not be applied to the existing audit
committee members)

2.2 Members must be directors not involved in the management and not
employees or staff members, or advisors who receive regular salary from
the listed company or those with authority to control the listed
company, the mother company, an affiliated company, an associated
company, or a company that might have a conflict of interest with
respect to the listed company (two years prior to appointment).

2.3 Members must be able to carry out their duties and express their
opinions independently.

Determination or Change in the scope of duties and responsibilities
which will take effect February 26, 2009.

The Audit Committee has duties and responsibilities to the Board of
Directors as followings:

1.  Review the accuracy and sufficiency of financial reporting by
    coordinating with the external auditors and management responsible
    for preparing the financial reports.

2.  Review the suitability, effectiveness and adequacy of the Company’s
    internal control systems and internal auditing functions by
    coordinating with the external auditors.

3.  Review the major risk levels, risk management, and the possible
    impact from that risk with management and the external auditors.

4.  Review compliance performance with respect to relative laws and
    Company’s policies and regulations.

5.  Consider and advise on the appointment of the external auditors,
    including the audit fee.

6.  Review in cooperation with the external auditors, the objectives,
    scope, guidelines, and plans for internal auditing; and coordinate
    with the external auditors when problems arise including any that
    the auditors deem relevant.

7.  Recommend appointments, removals, transfers, dismissals, and
    consider the merits of the management and staffs of the Internal
    Audit Department.

8.  Appoint and remove the secretary of the Audit Committee.

9.  In cooperation with the Internal Audit Department review the
    objective, plans, communication of results, and evaluation of the
    internal auditing function, as well as reviewing the adequacy of
    resources, both human and financial.

10. Approve the Internal Audit Department’s Charter and the internal
    auditing plan.

11. Give confidence to and assure the independence of both internal and
    external auditors

12. Prepare the Audit Committee corporate governance and activities
    report, which must be signed by the Committee Chairman, and include
    in the Company’s annual report.

13. Review compliance on all related transaction disclosures and
    conflict-of-interest possibilities as prescribed in the regulations.

14. Allow the Audit Committee to have full authority to access
    information on all levels of the Company including allowing
    management, department heads, and relevant employees to issue
    opinions, attend meetings, or submit relevant documents and get
    assistance from experts when appropriate.

15. Take care of any other matters assigned by the Board of Directors.

  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, the managing director, and 2 independent directors as the
Committee members.

  1. Mr. Kriang Kiatfuengfoo Chairman and independent director

  (Resigned on 19 March 2009)

2. Mr. Umyos Huvanandana Independent director (Appointed on 10

October 2008 and resigned on 25 March 2009)

3. 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 once annually and as
  necessary.

  Nomination Committee

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

1. Mr. Pricha Attavipach Chairman and independent director

  2. Mr. Kriang Kiatfuengfoo Independent director (Resigned on 19 March
  2009)

3. Mr. Umyos Huvanandana Independent director (Appointed on 10 October
2008

and resigned on 25 March 2009)

  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 once annually and as
  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 1/2008             |   15 May 2008     |
+--------------------------------------------------+-------------------+
|   Financial Statement Quarter 2/2008             |   13 August 2008  |
+--------------------------------------------------+-------------------+
|   Financial Statement Quarter 3/2008             |   13 November     |
|                                                  |   2008            |
+--------------------------------------------------+-------------------+
|   Financial Statement Year Ended 2008            |   2 March 2009    |
+--------------------------------------------------+-------------------+

  Summary of Announcements to the Stock Exchange of Thailand

+----------------------------------------------------+-----------------+
|   HEADLINE                                         |   DATE          |
+----------------------------------------------------+-----------------+
|   Annual Information Disclosure Report (Form 56-1) |   31 March 2008 |
|   Year Ended 2007                                  |                 |
+----------------------------------------------------+-----------------+
|   Refinancing of existing loan of subsidiary       |   21 April 2008 |
|   company                                          |                 |
+----------------------------------------------------+-----------------+
|   Land sale at Phuket                              |   28 April 2008 |
+----------------------------------------------------+-----------------+
|   Resolutions of the Shareholders’ Annual General  |   29 April 2008 |
|   Meeting No.14/2008                               |                 |
+----------------------------------------------------+-----------------+
|   Significant matters raise in the AGM No.14/2008  |   2 May 2008    |
+----------------------------------------------------+-----------------+
|   Reviewed Quarter 1/2008 and Consolidated F/S     |   15 May 2008   |
|   (F45-3)                                          |                 |
+----------------------------------------------------+-----------------+
|   Clarifying FS Quarter 1/2008                     |   15 May 2008   |
+----------------------------------------------------+-----------------+
|   Sea Mineral Limited capital reduction            |   29 May 2008   |
+----------------------------------------------------+-----------------+
|   The Appointment of Director and legal case       |   4 June 2008   |
|   against a subsidiary                             |                 |
+----------------------------------------------------+-----------------+
|   The Appointment of Director (Amended)            |   5 June 2008   |
+----------------------------------------------------+-----------------+
|   Investment in Coral Resources Limited            |   11 June 2008  |
+----------------------------------------------------+-----------------+
|   Investment in Coral Resources Limited (Amended)  |   12 June 2008  |
+----------------------------------------------------+-----------------+
|   Investment in Coral Resources Limited            |   12 June 2008  |
|   (Additional)                                     |                 |
+----------------------------------------------------+-----------------+
|   Investment in Coral Resources Limited            |   20 June 2008  |
|   (Additional)                                     |                 |
+----------------------------------------------------+-----------------+
|   New Criminal Case                                |   20 June 2008  |
+----------------------------------------------------+-----------------+
|   Clarifying to SET’s letter Bor.Jor.338/2551      |   27 June 2008  |
|   dated 20 June 2008                               |                 |
+----------------------------------------------------+-----------------+
|   Report on Petty Court Case of offshore tin       |   2 July 2008   |
|   mining operation                                 |                 |
+----------------------------------------------------+-----------------+
|   The resolution of the Board of Director’s        |   8 August 2008 |
|   Meeting No.6/2008                                |                 |
+----------------------------------------------------+-----------------+
|   Reviewed Quarter 2/2008 and Consolidated F/S     |   13 August     |
|   (F45-3)                                          |   2008          |
+----------------------------------------------------+-----------------+
|   Clarifying FS Quarter 2/2008                     |   13 August     |
|                                                    |   2008          |
+----------------------------------------------------+-----------------+
|   Retirement of Director                           |   13 August     |
|                                                    |   2008          |
+----------------------------------------------------+-----------------+
|   Relation to Sintana Holding Limited              |   2 September   |
|                                                    |   2008          |
+----------------------------------------------------+-----------------+
|   Submission cancel to ALRO land use fee to        |   12 September  |
|   Administrative Court                             |   2008          |
+----------------------------------------------------+-----------------+
|   Notification of Related Transaction              |   22 September  |
|                                                    |   2008          |
+----------------------------------------------------+-----------------+
|   Suspend all agreements between IPC and Sky Cliff |   17 October    |
|   Ltd.                                             |   2008          |
+----------------------------------------------------+-----------------+
|   Nomination member of The Audit Committee         |   20 October    |
|                                                    |   2008          |
+----------------------------------------------------+-----------------+
|   Progress of appointment of Member of The Audit   |   30 October    |
|   Committee                                        |   2008          |
+----------------------------------------------------+-----------------+
|   The Appointment of the New Audit Committee       |   11 November   |
|   Member                                           |   2008          |
+----------------------------------------------------+-----------------+
|   Announcement on 2008 Annual Holidays             |   12 November   |
|                                                    |   2008          |
+----------------------------------------------------+-----------------+
|   Clarifying FS 3/2008                             |   13 November   |
|                                                    |   2008          |
+----------------------------------------------------+-----------------+
|   Explanation of the news in the Post Today        |   19 November   |
|   Newspaper                                        |   2008          |
+----------------------------------------------------+-----------------+
|   Invitation shareholders to propose agenda AGM    |   16 January    |
|   2009                                             |   2009          |
+----------------------------------------------------+-----------------+
|   Notification of Consultant Service Fee           |   20 January    |
|   (Additional)                                     |   2009          |
+----------------------------------------------------+-----------------+
|   AGM 2009, Repurchase share, Amendments Audit     |   27 February   |
|   Committee work                                   |   2009          |
+----------------------------------------------------+-----------------+
|   Financial Statement Yearly 2008                  |   2 March 2009  |
+----------------------------------------------------+-----------------+
|   Audited Yearly F/S And Consolidated F/S (F45-3)  |   2 March 2009  |
+----------------------------------------------------+-----------------+
|   Clarifying the Financial Statements for the year |   2 March 2009  |
|   ended 2008                                       |                 |
+----------------------------------------------------+-----------------+
|   Form F24-1 Form to Report on Name of Members and |   4 March 2009  |
|   Scope of Work                                    |                 |
+----------------------------------------------------+-----------------+

  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 2008

1 Number of personnel of the Company:

- Head Office, Bangkok (persons) 22

- Kaeng Khoi Office, Saraburi (persons) 14

- Phuket Office (persons) 2

 Total (persons) 38 

Total salaries of personnel (Million Baht) 21.28

  2 Total wages for daily workers hired by the

  Company (Million Baht) N.A

- There were no significant staff turnovers nor labour court cases
during the past three years.

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