9. Management

  9.1 Management Structure as at 31 December 2007

  9.1.1 Structure of the Board of Directors and its Sub-Committees

Board of Directors

  --------------------- --------------------- ---------------------------
  Name                                        Position

  1. Mr. Ho             KwonPing              Chairman

  2. Mr. Surapon        Supratya              Director

  3. Mr. Michael        R. Ayling             Director

  4. Mr. Ho             KwonCjan              Director

  5. Mr. Vudhiphol      Suriyabhivadh         Independent Director*,***

  6. Mr. Udom           Vichayabhai           Independent Director***

  7. Dr. Jingjai        Hanchanlash           Independent Director***

  8. Mr. Satit          Rungkasiri            Independent Director***

  9. Mr. Steven         M. Small              Director*

  10. Mr. Ariel         P Vera                Director

  11. Ms. Sirivan       Skulkerevathana       Director**

  12. Mr. Kuan          Chiet                 Director**

  13. Mr. Niyom         Tassaneetipagorn      Director**

  14. Mr. Bernold       O. Schroeder          Director

  15. Mr. Stuart        D. Reading            Director

  16. Ms. Nanchalee     Kecharananta          Director and Secretary**
  --------------------- --------------------- ---------------------------

  * Mr. Vudhiphol Suriyabhivadh was appointed to be the Company’s Audit
  and Risk Committee Chairman with effect from 10 August 2007. Mr.
  Vudhiphol Suriyabhivadh was appointed to replace Mr. Steven M. Small
  who had resigned from the position of Audit and Risk Committee
  Chairman with effect from the same day. Mr. Steven M. Small is in the
  position of the Company’s director in lieu of the Company’s
  independent director.

  ** On 26 February 2008, Ms. Sirivan Skulkerevathana, Mr. Kuan Chiet,
  Mr. Niyom Tassaneetipagorn and Ms. Nanchalee Kecharananta voluntarily
  resigned from their directorships in order for the Company to comply
  with Good Corporate Governance guidelines which provide that the
  number of independent directors should be at least 1/3 of total Board
  members.

  *** The definition of “Independent Director” is disclosed under
  “Corporate Governance”.

  Authorities and Duties of the Company’s Board of Directors

The Board’s primary functions are to set Company’s policy and overall
strategy for the Group and to provide effective oversight of the
management of the Group’s business and affairs. Apart from its statutory
duties, the responsibilities of the Board includes:

1. formulating and approving broad policies, strategies and financial
objectives of the Group;

2. reviewing the financial performance and taking responsibility for the
financial statements of the Group;

3. monitoring and approving the Group’s key operational initiatives,
annual budget, major investment and funding decisions;

4. ensuring that the adequacy of internal controls and risk management
of the Group is regularly reviewed and evaluated;

5. approving the nominations of Board of Directors and appointments to
the various Board committees;

6. assuming responsibility for corporate governance; and

7. approving the Charter of the Audit and Risk Committee and
Remuneration Committee so as to clearly state the scope of its duties
and responsibilities.

These functions are either carried out directly by the Board or through
Sub-Committees established by the Board, principally the Audit and Risk
Committee and Remuneration Committee. The delegation of authority by the
Board to Sub-Committees enables the Board to achieve operational
efficiency by empowering these Sub-Committees to decide on matters
within certain limits of authority and yet maintain control over major
policies and decisions.

The Term of Office

The term of office of a director of the Board shall be 3 years. A
director of the Board who vacates his/her office by rotation may be
re-appointed.

  Audit and Risk Committee (“ARC”)

  In 2005 the Audit Committee, which was formed in November 1999 and has
  performed its duties since 2000, expanded its role to include Risk
  Management and in doing so the Committee was renamed the Audit and
  Risk Committee. In 2007 the members of the Audit and Risk Committee
  comprise three independent directors as follows:

  ----------------------- ----------------------- ------------------------
  Name                                            Position

  1. Mr. Vudhiphol        Suriyabhivadh*          Chairman

  2. Mr. Udom             Vichayabhai             Member

  3. Dr. Jingjai          Hanchanlash             Member

  Ms. Nanchalee           Kecharananta            Secretary
  ----------------------- ----------------------- ------------------------

  * Mr. Vudhiphol Suriyabhivadh was appointed to be the Company’s Audit
  and Risk Committee Chairman with effect from 10 August 2007. Mr.
  Vudhiphol Suriyabhivadh was appointed to replace Mr. Steven M. Small
  who had resigned from the position of Audit and Risk Committee
  Chairman with effect from the same day. Mr. Steven M. Small is in the
  position of the Company’s director in lieu of the Company’s
  independent director.

  Authorities and Duties of the Audit and Risk Committee

1.  To seek to ensure that the financial reports of the Company are
    accurate and sufficient;

2.  To seek to ensure that the Company has appropriate and effective
    internal controls and internal audit;

3.  To consider, select, nominate and propose fees for the external
    auditor of the Company;

4.  To be responsible for the resolution of disagreements between
    management and the external auditor regarding financial reporting;

5.  To evaluate the independence of the external auditor. In this
    connection, the external auditor shall report directly to the Audit
    and Risk Committee on matters related to the activities within the
    Company;

6.  To seek to ensure that the Company has complied with the Securities
    and Exchange Acts, Stock Exchange requirements or laws related to
    the business of the Company;

7.  To seek to ensure disclosure of accurate and complete information
    concerning the Company in the case of an entry into a related party
    transaction or a transaction that may cause a conflict of interest;

8.  To review or discuss, as and when appropriate, policies regarding
    risk assessment and risk management and the steps management has
    taken to monitor and control such exposures;

9.  To seek to oversee and ensure a continuous process for managing risk
    and to report on all areas of concern to the Board;

10. To review and assess the adequacy of the Audit and Risk Committee
    Charter annually and recommend modification to the Board as needed;

11. To prepare a report concerning the control and supervision of the
    business of the Audit and Risk Committee to be disclosed in the
    annual report of the Company, which must be signed by the Chairman
    of the Audit and Risk Committee; and

12. To perform any other acts authorised by the Board of Directors of
    the Company with the approval of the Audit and Risk Committee.

  In order that the duties and responsibilities of the Audit and Risk
  Committee can be fulfilled, the Audit and Risk Committee shall have
  the following power:

1.  Management Power

  The Audit and Risk Committee shall have the power to request the
  Company’s Group Risk Committee, other senior management, the internal
  auditor, and other staff of the Company to provide clarification,
  opinions, reports, reviews and attend meetings or submit documents as
  deemed relevant and necessary.

2.  Power with respect to the Internal Auditor

-   To ensure that there exists a common objective and understanding
    amongst the internal auditor, external auditor, Board of Directors,
    and the Company’s Group Risk Committee in regard to internal
    control;

-   To provide opinions about the appointment, removal, transfer,
    termination of employment and to consider the merits of the internal
    auditor; and

-   To secure the independence of the internal auditor.

3.  Power with respect to the External Auditor

-   To review and evaluate the work performance of the external auditor;

-   To submit the names of the external auditor and annual auditing fee
    to the Board of Directors of the Company for the purpose of
    obtaining approval for the appointment of the external auditors at
    the Annual General Meeting; and

-   To approve fees charged for audit services and other advisory
    services provided by the external auditor.

4. Other Powers

  The Audit and Risk Committee shall have the power to investigate
  related persons and matters within the scope of the authority and duty
  of the Audit and Risk Committee and, with the approval of the Board of
  Directors, shall have the power to employ or ask a specialist to
  provide advice and opinions as deemed appropriate by the Audit and
  Risk Committee.

The Term of Office

The term of office of a member of the Audit and Risk Committee shall be
2 years. A member of the Audit and Risk Committee who vacates his/her
office by rotation may be re-appointed.

  Remuneration Committee “RemCo”

  ------------------- --------------------- -----------------------------
  Name                                      Position

  1. Mr. Ho           KwonPing              Chairman

  2. Mr. Udom         Vichayabhai           Member

  3. Dr. Jingjai      Hanchanlash           Member

  Mr. Kuan            Chiet                 Secretary
  ------------------- --------------------- -----------------------------

Authorities and Duties of the Remuneration Committee

  1. To propose guidelines and make broad recommendations for the annual
  salary increment and bonus policies for the Company;

  2. To review and if necessary, propose changes to the remuneration of
  the Company’s directors serving on the Board of Directors, Audit and
  Risk Committee and Remuneration Committee;

  3. To review and if necessary, propose changes or additions to senior
  management welfare, benefit, salary and bonus policies (such as
  employee stock options and other employee welfare allowances,
  subsidies and schemes);

  4. To review the Remuneration Committee Charter at least once a year
  and recommend modifications to the Board of Directors as needed; and

  5. To report to the Board of Directors on the Remuneration Committee’s
  activities and findings

  The emolument of individual employees shall be determined by the
  management of the Company.

  To assist the Remuneration Committee in achieving its objectives, the
  Remuneration Committee shall have the discretion to appoint
  appropriate third party consultants to review existing employee
  related policies, propose new employee benefit and welfare programs
  and/or undertake other HR related research and studies.

The Term of Office

The term of office of a member of the Remuneration Committee shall be 2
years. A member of the Remuneration Committee who vacates his/her office
by rotation may be re-appointed.

  9.1.2 Structure of Management

  Management

+----------------------+--------------------+-------------------------+
| Name                 |                    | Position                |
+----------------------+--------------------+-------------------------+
| 1. Mr. Ho            | KwonPing           | Chief Executive Officer |
+----------------------+--------------------+-------------------------+
| 2. Mr. Surapon       | Supratya           | Deputy Chairman*        |
+----------------------+--------------------+-------------------------+
| 3. Mr. Michael       | R. Ayling          | Managing Director*      |
+----------------------+--------------------+-------------------------+
| 4. Mr. Ho            | KwonCjan           | Managing Director       |
|                      |                    |                         |
|                      |                    | (Design Services)       |
+----------------------+--------------------+-------------------------+
| 5. Ms. Sirivan       | Skulkerevathana    | Senior Assistant Vice   |
|                      |                    | President-Finance**     |
+----------------------+--------------------+-------------------------+
| 6. Mr. Kuan          | Chiet              | Senior Assistant Vice   |
|                      |                    | President-              |
|                      |                    |                         |
|                      |                    | Group Asset             |
|                      |                    | Management**            |
+----------------------+--------------------+-------------------------+
| 7. Mr. Niyom         | Tassaneetipagorn   | Senior Assistant Vice   |
|                      |                    | President-Corporate     |
|                      |                    | Affairs and Community   |
|                      |                    | Relations**             |
+----------------------+--------------------+-------------------------+
| 8. Mr. Stuart        | D. Reading         | Senior Assistant Vice   |
|                      |                    | President-Finance**     |
+----------------------+--------------------+-------------------------+
| 9. Mr. Niphon        | Kitisook           | Senior Assistant Vice   |
|                      |                    | President-Project       |
|                      |                    | Management**            |
+----------------------+--------------------+-------------------------+
| 10. Ms. Ho           | Soo Hooi Cindy     | Assistant Vice          |
|                      |                    | President-Internal      |
|                      |                    | Audit & Risk Management |
|                      |                    | ***                     |
+----------------------+--------------------+-------------------------+
| 11. Mr. Viwat        | Chervibool         | Assistant Vice          |
|                      |                    | President-Operational   |
|                      |                    | Audit                   |
+----------------------+--------------------+-------------------------+
| 12. Mr. Passapong    | Nantarak           | Assistant Vice          |
|                      |                    | President-Legal         |
+----------------------+--------------------+-------------------------+
| 13. Mr. Richard      | M. Skene           | Assistant Vice          |
|                      |                    | President-Property      |
+----------------------+--------------------+-------------------------+
| 14. Mr. Jan          | M.R. Verduyn       | General Manager,        |
|                      |                    |                         |
|                      |                    | Dusit Laguna Resort**** |
+----------------------+--------------------+-------------------------+

  * The Board of Directors’ Meeting No. 4/2007 held on 10 August 2007
  approved the appointment of Mr. Surapon Supratya, Group Managing
  Director to be Deputy Chairman of the Company with effect from 10
  August 2007 and approved the appointment of Mr. Michael R. Ayling,
  Managing Director (Laguna Phuket) to be Managing Director of the
  Company with effect from 10 August 2007.

  ** Were promoted to the position of Senior Assistant Vice President
  with effect from 1 February

  2008.

  *** Was appointed to be Assistant Vice President-Internal Audit & Risk
  Management with effect

  from 1 September 2007.

  **** Mr. Peter Komposch was appointed to be General Manager, Dusit
  Laguna Resort with effect

  from 1 February 2008. Mr. Peter Komposch was appointed to replace Mr.
  Jan M.R. Verduyn

  who had resigned from the position of General Manager, Dusit Laguna
  Resort with effect on

  the same day.

  9.2 Method of Appointment and Removal of Directors as included in the
  Company’s Articles of Association

  9.2.1 Appointment of Directors

(a) The number of the Board of Directors shall not be less than 5
    directors and at least half of the total directors shall reside in
    Thailand.

(b) Directors shall be elected in shareholders’ meeting in accordance
    with the following rules and procedures:

-   In voting to elect directors, the votes shall be non-cumulative.

-   In voting, the shares of each shareholder shall be counted as 1 vote
    for every share.

(c) If any vacancy occurs in the Board of Directors other than by
    rotation, the Board of Directors shall elect another person who is
    qualified and has not been prohibited by Section 68 of the Public
    Limited Company Act. B.E. 2535 to be a director for the next
    directors’ meeting, except when the period of office for the
    vacating director is less than 2 months, it is then not necessary to
    appoint any new director. The appointed person shall stay in office
    for the remaining period of the vacating director.

  In the event where there are director positions vacant and the number
  of remaining directors are unable to form a quorum, the remaining
  directors shall transact on behalf of the Board of Directors only to
  arrange for a shareholders’ meeting to appoint new directors for the
  vacant positions.

  The shareholders’ meeting to appoint new directors to fill the vacant
  positions shall be made within 1 month from the date they became
  vacant.

  9.2.2 Removal of Directors

(a) At each Annual General Meeting, 1/3 of the directors shall retire
    from office, or if their number shall not be a multiple of 3, then
    the number nearest to 1/3 shall retire from office.

  Retiring directors are eligible for re-election.

(b) Apart from retiring by rotation, a director position shall also be
    vacated upon:-

-   Death

-   Resignation

-   Lack of qualification or subject to any prohibition under Articles
    68 of the Public Limited Company Act B.E. 2535

-   Removal by a resolution of a shareholders’ meeting

-   Removal by a court order

(c) A director may be removed by a resolution of the shareholders’
    meeting passed by a vote of not less than 3/4 of the number of the
    shareholders who attend the meeting and are entitled to vote and the
    shares which voted shall not be less than half of the total shares
    of the shareholders who attended the meeting and are entitled to
    vote thereon.

  9.3 Remuneration

  9.3.1 Remuneration Policy

  Employees’ Remuneration

  The Group’s remuneration policy is built on a transparent appraisal
  system and formulated to drive performance of its employees, who are
  its most important asset. The objective of the Group’s remuneration
  policy is to attract, motivate, reward and retain quality staff. The
  typical compensation package for employees comprises basic salary,
  variable performance bonus, allowances, as well as benefits. In
  determining the composition of the package, the nature of the role
  performed and market practice are taken into consideration. To ensure
  that its remuneration package is competitive with the industry's
  benchmark, the Group periodically reviews its base salary ranges and
  benefits package with comparative groups in the hospitality sector.

  The remuneration for the Group’s senior management and senior
  executives aims to motivate them to achieve the Group’s annual and
  long-term goals to ensure that they are aligned with shareholders’
  interests. Performance-related elements therefore form a part of
  senior management and senior executives’ total remuneration.

  The Group’s approach to rewarding employees not only helps to attract,
  retain and motivate talented employees but also fosters a
  performance-oriented culture across the organization that will help
  attain the Group’s financial objectives.

  Directors’ Remuneration

  The fees for Independent Directors, Non-Executive Directors and
  Executive Directors reflect the scope and extent of a director’s
  responsibilities and obligations. They are measured against industry
  benchmarks and are competitive. Directors’ fees are subject to
  shareholders’ approval at the AGM. In addition to directors’ fees,
  Independent Directors also receive compensation in kind in terms of
  goods and services provided at hotels operated by the Group.

  On the recommendation of the Remuneration Committee, the Board has
  decided to propose to Shareholders at the forthcoming AGM to approve
  the increase in directors’ remuneration budget from Baht 5.0 million
  to Baht 9.4 million for the year 2008. The significant increase is
  largely attributed to the reinstatement of director fees and committee
  chairperson fees for Executive and Non-Executive Directors which were
  suspended in 2006 and 2007.

  Remuneration paid to directors of the Board and management in 2007 is
  disclosed in the Company’s 2007 annual report under the section
  “Remuneration & Other Benefits of the Directors and Shareholdings of
  Directors and Managements during the Year 2007” and “Directors’ and
  Managements’ Remuneration”.

  9.3.2 Remuneration & Other Benefits of the Directors and Shareholdings
  of Directors and

  Management during the Year 2007

[]

  []

  9.3.3 Directors’ and Managements’ Remuneration

Monetary Remuneration

(a) Directors

  Monetary remuneration was paid as meeting fees only to 5 independent
  directors* of the Board and 3 independent directors who are members of
  the Audit and Risk Committee and 2 independent directors who are
  members of the Remuneration Committee for the 12 months ended 31
  December 2007 in the total amount of Baht 4,118,000.

(b) Management

  Monetary remuneration was paid to 14 management staff for the 12
  months ended 31 December 2007 in the total amount of Baht 91,443,695
  consisting of salaries, bonus, car allowance, housing allowance,
  social security payment, provident fund payment, tax paid by the
  Company and laptop allowance.

  Non-Monetary Remunerations

(a) Independent Directors

  Benefits in the form of spa and gallery vouchers were given to the 5
  independent directors* of the Board for the 12 months ended 31
  December 2007 in the total amount of Baht 346,500.**

(b) Management

  Employee benefits such as medical, accident and health insurance,
  complimentary vouchers, training, etc., were given to 14 management
  staff for the year ended 31 December 2007 in the total amount of Baht
  6,767,652.

  Remark

  * There are 4 independent directors on the Board of Directors
  subsequent to
  Mr. Steven M. Small being in the position of the Company’s director in
  lieu of the Company’s

  independent director with effect from 10 August 2007 onwards.

  ** Voucher values USD 2,000 were given to each independent director
  with the exchange rate of

  Baht 34.65: USD 1.

9.4 Management Contracts

  The Company and its subsidiaries entered into operating agreements
  with certain companies whereby these companies are to operate the
  Company’s and its subsidiaries’ hotels and golf business. In
  consideration for such services, the Company and subsidiaries are
  committed to pay remuneration at the rates, terms and basis specified
  in the agreements. These agreements are summarised as follows:

+------------+-----------+---------+----------------+----------------+
| Company    | Business  | O       | Contract       | Fees           |
|            | unit      | perator | period         |                |
+------------+-----------+---------+----------------+----------------+
| Laguna     | Dusit     | Dusit   | 1.10.1992 -    | - Basic        |
| Resorts &  | Laguna    | Thani   | 30.9.2012      | management fee |
| Hotels     | Resort    | Public  |                | : 2 % of total |
| Public     |           | Company |                | revenue        |
| Company    |           | Limited |                |                |
| Limited    |           | *       |                | - Incentive    |
|            |           |         |                | fee : 5% of    |
|            |           |         |                | gross          |
|            |           |         |                | operating      |
|            |           |         |                | profit         |
+------------+-----------+---------+----------------+----------------+
| Bangtao    | Sheraton  | S       | 11.1.1989 -    | - Basic        |
| Grande     | Grande    | heraton | 31.12.2012     | management fee |
| Limited    | Laguna    | O       |                | : 2% of total  |
|            | Phuket    | verseas | (a)            | revenue        |
|            |           | Man     |                |                |
|            |           | agement |                | - Incentive    |
|            |           | Corp    |                | fee : 7.5% of  |
|            |           | oration |                | gross          |
|            |           |         |                | operating      |
|            |           |         |                | profit         |
+------------+-----------+---------+----------------+----------------+
| Laguna     | Laguna    | Banyan  | 1.10.1992 -    | - Basic        |
| Grande     | Phuket    | Tree    | 31.12.2014     | management fee |
| Limited    | Golf Club | Hotels  |                | : 3% of total  |
|            |           | and     | (b)            | revenue        |
|            |           | Resorts |                |                |
|            |           | Pte.    |                | - Incentive    |
|            |           | Limited |                | fee : 10% of   |
|            |           |         |                | gross          |
|            |           |         |                | operating      |
|            |           |         |                | profit         |
+------------+-----------+---------+----------------+----------------+
| Laguna     | Banyan    | Banyan  | 1.5.1995 –     | - Basic        |
| Banyan     | Tree      | Tree    | 31.12.2015     | management fee |
| Tree       | Phuket    | Hotels  |                | : 2% of total  |
| Limited    |           | and     | (c)            | revenue        |
|            |           | Resorts |                |                |
|            |           | Pte     |                | - Incentive    |
|            |           | Limited |                | fee : 7.5% of  |
|            |           |         |                | gross          |
|            |           |         |                | operating      |
|            |           |         |                | profit         |
+------------+-----------+---------+----------------+----------------+
| Thai Wah   | Banyan    | Banyan  | 1.1.2002 –     | - Basic        |
| Plaza      | Tree      | Tree    | 31.12.2021     | management fee |
| Limited    | Bangkok   | Hotels  |                | : 3% of total  |
|            |           | and     | (d)            | revenue        |
|            |           | Resorts |                |                |
|            |           | Pte.    |                | - Incentive    |
|            |           | Limited |                | fee : 10% of   |
|            |           |         |                | gross          |
|            |           |         |                | operating      |
|            |           |         |                | profit         |
+------------+-----------+---------+----------------+----------------+

(a) Operator has exercised its option to extend for 10 years as the
required conditions have been met.

(b) Operator has option to extend for one additional period of 10 years.

(c) Operator has exercised option to extend to 31.12.2015 (as notified
on 28 July 2004) and has an option to extend for a further 10 years.

(d) Operator has option to extend for one additional period of 20 years.

* Previously named “Dusit Hotels and Resorts Company Limited”

  9.5 Corporate Governance

  Laguna Resorts & Hotels Public Company Limited (Company) is committed
  to maintaining high standards of corporate governance within the
  Company in order to protect and enhance long-term shareholder value.
  The Company has adopted and continuously developed a set of good
  corporate governance practices and policies which are modeled on
  principles advocated by The Stock Exchange of Thailand (SET) as per
  the details set out in the following sections.

  1. Rights of Shareholders

  The Company recognises the importance of shareholders' rights. In
  2007, the Company’s Annual General Meeting was held on 25 April 2007.
  The Company conducted the meeting and fully complied with all relevant
  laws and regulations in respect of shareholders’ rights in the
  following manner.

  1.1 All shareholders have the same basis and rights in the casting of
  votes at meetings and the receipt of dividends when declared by the
  Company. These are calculated based on their respective shareholding
  in the Company.

  1.2 At every shareholders' meeting, shareholders are given the right
  to approve important matters such as election of directors
  (shareholders can elect directors individually), directors’
  remuneration, appointment of auditors and dividend payment, etc.

1.3 The Company does not invite the minority shareholders to propose
matters not included in the meeting agendas as additional agendas before
the meeting date. This is because the Company already complies with the
Public Companies Act (the Plc Act), which contains specific provisions
on this matter. The Plc Act provides for procedures for shareholders to
propose meeting agendas whereby shareholders are allowed to propose
additional agendas after the shareholders’ meeting has considered all of
the agendas set out in the invitation letter. Therefore, the Company's
Board of Directors is of the view that it is more suitable for the
Company to continue to follow such procedures.

1.4 The Company also does not invite the minority shareholders to
nominate their own candidates to be appointed as the Company's directors
ahead of the meeting. This is because the Company already gives all
shareholders an opportunity to nominate their own candidates (who meet
the requirements under the Plc Act) and to vote for candidates at the
shareholders’ meeting.

1.5 The Company has assigned Thailand Securities Depository Company
Limited, which is the Company’s share registrar, to distribute a package
containing the notice and agenda of the meeting to the shareholders at
least 10 days prior to the meeting. The meeting documents include the
facts and rationales and opinions of the Board as well as other
information relating to the agenda items such as information on the
persons nominated for election as directors, auditors’ profiles, the
part of the Company’s Articles of Association that relates to the
shareholders' meeting, map to the venue of the shareholders’ meeting
convenient for attendance, proxy forms, and documents and evidence of
entitlement to attend the meeting, etc. This is to enable shareholders
to prepare themselves for the meeting. In addition, the notice of the
shareholders’ meeting will be advertised in the press, all information
contained in the meeting documents will also be posted on the Company’s
website (www.lagunaresorts.com) at least 1 month prior to the meeting.
Moreover, shareholders are always invited to register at least 1 hour
before the meeting begins.

  1.6 Before the start of every shareholders’ meeting, the Corporate
  Secretary will explain the voting methodology to shareholders. A team
  of legal counsels from a leading international law firm is invited to
  verify the registration procedure before the Chairman of the meeting
  announces to the shareholders, the number of shareholders and proxy
  holders present at the meeting and the number of shares held by them.
  The legal counsels also verify the vote counting procedure in respect
  of each agenda item before the votes are announced as resolution of
  the shareholders’ meeting. Shareholders may verify the detailed
  results of the vote of each agenda item at the end of each meeting.
  The same results and a summary of questions from shareholders will
  also be included in the minutes of the meeting which are accurately
  and completely documented in all material aspects and will be sent to
  all shareholders for their review prior to the following meeting. The
  minutes of the 2007 Annual General Meeting were posted on the
  Company’s website www.lagunaresorts.com within 14 days after the
  meeting was held.

  1.7 The Company’s policy in conducting shareholders’ meetings is not
  only to meet all legal requirements but to also provide a platform and
  opportunity for shareholders to communicate their views and ask the
  directors and the management questions regarding matters affecting the
  Company. The Chairman allocates sufficient time for the meeting and
  conducts the meeting in an appropriate and transparent manner. During
  the meeting, shareholders are allowed to give comments and ask
  questions before the resolution on each agenda item is summarized. In
  addition, to facilitate shareholders in protecting their rights,
  shareholders who have any questions that they would like the Company
  to clarify upon during the meeting could send their questions to the
  Company in advance at “ir@lagunaresorts.com” or fax them to 66 (2)
  2285 0733.

  1.8 Apart from the external auditor who will attend the Annual General
  Meeting, the Chairman of the Board, the Chairman of the Audit and Risk
  Committee and Remuneration Committee, and all of the Company’s
  directors will also endeavour as far as reasonably practicable to be
  present at the shareholders’ meeting to address, and assist the Board
  in addressing, queries raised by the shareholders. The Company also
  invites its legal counsels from a leading international law firm to
  attend the meeting in case a legal question requiring clarification
  arises during the meeting. Furthermore, the Company provides a
  professional translator to be present at the meeting to assist
  shareholders and the Board to communicate more effectively in English
  and Thai. At the previous 2007 Annual General Meeting, all 16
  directors were present at the Meeting, comprising the Chairman of the
  Board, the Chairman of the Audit and Risk Committee, the Chairman of
  the Remuneration Committee, and other directors. Details of their
  names are stated in the minutes of the 2007 Annual General Meeting.

  1.9 Any shareholders who arrive at the meeting after the meeting has
  begun are still entitled to vote on the agenda items that are still
  under consideration and have not been voted upon.

  1.10 News and information relating to the Company is disseminated
  through the Company’s website (www.lagunaresorts.com), which includes
  information such as the resolutions of the Company’s Board of
  Directors on important matters, resolutions of the shareholders’
  meetings, financial information, information which may affect the
  Company's share price, Annual Report, etc.

  1.11 According to the assessment carried out by the Office of the
  Securities and Exchange Commission (SEC), the Thai Investors
  Association and the Listed Companies Association, which assessed the
  quality of the 2007 Annual General Meeting, the Company was rated
  excellent.

  2. Equal Treatment of Shareholders

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

  2.1 For shareholders that are unable to attend a meeting in person,
  the Company provides opportunity for such shareholders to appoint
  another person as proxy to attend the meeting on their behalf by using
  proxy form B sent by the Company. Proxy form B is one of the forms
  prescribed by the Ministry of Commerce which allow shareholders to
  make voting directions. Moreover, the Company provides opportunity for
  shareholders to appoint the Company’s independent director as proxy to
  undertake proxy voting on behalf of shareholders who are unable to
  attend the meeting. The name of the independent director is provided
  in the proxy forms, together with the profile of that independent
  director who has been given proxy to vote on behalf of shareholders
  that are unable to attend the meeting, all of which are attached as
  part of the meeting documents.

  2.2 The Company ensures that directors and management are aware of
  their duty to report a change in their holding of the Company’s
  securities to the SEC within 3 business days, in accordance with
  section 59 of the Securities and Exchange Act B.E. 2535 (1992). The
  securities holding report is also included in the agenda of the Board
  meeting for the Board's acknowledgment once every 3 months.

  2.3 Any director or management who has an interest in, or is related
  to, any transaction between the Company and an interested or related
  person will not participate in the decision making process involving
  such transaction.

  2.4 The Company has formulated a Code of Business Conduct to provide
  guidelines for the Board, senior management and employees of all
  levels to comply with. The Statement includes the prohibition on the
  improper use of insider information for personal benefit or to benefit
  others. Details are further described under the heading "Supervision
  on the Use of Inside Information" in the Form 56-1 and in the
  Company’s Annual Report.

  3. Role of Stakeholders

  In its pursuit for sustainable growth and financial returns for its
  shareholders, the Company strives to become a role model corporate
  citizen. It respects the rights of all its stakeholders and conducts
  its operations fairly and strictly in compliance with all laws, rules
  and regulations.

  Shareholders: The Board of Directors is committed to perform its
  duties honestly, transparently and diligently in the best interest of
  all its shareholders to preserve and enhance long-term shareholder
  value. All important information which may have an impact on the
  Company’s share price and/or shareholders decisions are fully
  disclosed on a timely manner.

  Employees: Being in the hospitality industry, the Company believes
  that its people are its greatest asset. The Company has taken steps to
  ensure that all labour laws are complied with and all employees are
  treated fairly without discrimination or favoritism so as to instill a
  sense of pride and dignity into the work that they perform. The
  Company offers competitive pay packages and welfare benefits to all
  its employees and has continual upgrading programs so that employees
  have the opportunity to advance in their careers. Additionally, the
  Company provides its employees a safe and conducive working
  environment. Furthermore, the Company also encourages its employees to
  attend training related to their line of responsibility to enhance
  their knowledge and skills.

  Customers: The Company aims to provide its guests a safe and
  unforgettable experience at its hotels and resorts. Safety of its
  guests is one of the Company’s top priorities and in this regard a
  safety committee has been formed at each property with the objective
  of improving the safety of our guests.

  Competitors: The Company believes that competition is the essence of a
  free and open market and therefore avoids any actions which may
  prevent, obstruct or discourage potential competitors from entering
  the markets in which the Company operates in. The Company takes the
  view that healthy competition encourages product and service
  innovations in the market place which would increase market standards
  and ultimately benefit consumers and society at large. The Company
  will not engage in any fraudulent act to violate or obtain
  competitors' trade secrets.

  Society and The Company aims to be a socially responsible company by
  contributing towards

  Environment: environmental conservation programs and to the local
  community which is exemplified by participating and organizing events
  such as the UNICEF Youth Career Development Programme, National
  Children’s Day, Education Support, Mangrove Tree Planting, the Sea
  Turtle Conservation Program, etc.

  Suppliers: The Company strives to forge long-term business
  relationships with its suppliers and therefore has the policy to
  always give a fair profit to its suppliers and to respect payment
  terms and conditions. In addition, in selecting its suppliers, the
  Company gives all suppliers an equal opportunity to propose their bid.

  Creditors: The Company considers creditors as important business
  partners and therefore aims to fulfill all its obligations to its
  creditors.

  In August 2007, the Company's Board of Directors approved the Whistle
  Blowing Policy and distributed this throughout the organization. The
  policy has provided guidance and a confidential procedure to the
  Company's employees who feel they need to raise an issue concerning a
  major wrongdoing, irregularity or impropriety within the Company. As
  far as the Company’s Board of Directors is aware, there has not been
  any claim or allegation under such policies up until the present.

  4. Information Disclosure and Transparency

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

  4.1 In the previous year, the Company disclosed all general and
  financial information and information which may affect the price of
  the Company’s securities correctly, completely, transparently and on a
  timely manner, in accordance with the rules and regulations of the SEC
  and the SET. All information is communicated to investors,
  shareholders and relevant sectors through the channels of the SET and
  the Company's website (www.lagunaresorts.com).

  4.2 Individual investors, shareholders, stock analysts and state
  agencies may contact the Company through the Corporate Affairs
  Department at telephone number 66 (0) 2677 4455, ext. 299 or at
  “ir@lagunaresorts.com”.

  4.3 The Company’s financial statements contain accurate and complete
  information and are prepared in accordance with generally accepted
  accounting standards. In addition, they are audited/reviewed by
  auditors from a well-known auditing firm (currently Ernst & Young
  Office Limited) and approved by the Company's Audit and Risk Committee
  and Board before they are disclosed through the SET. The information
  relating to the "Board of Directors' Responsibility for the Company’s
  Financial Statements" is available in the Company's Annual Report. In
  the previous year, the Company's quarterly and annual financial
  statements were certified unconditionally without significant notes
  from the auditor.

  4.4 The Company wishes to refer the following matters to the
  disclosure made in other places:

-   The name of directors and the scope of the powers, duties and
    responsibilities of the Board and other committees are detailed
    under the heading "Management Structure" in the Form 56-1 and in the
    Company’s Annual Report.

-   The professional experience of the directors and members of other
    committees is detailed in Attachment 1 to Form 56-1 and under the
    heading "Board of Directors and Management of the Company" in the
    Company’s Annual Report.

-   The number of Board meetings held and the number of Board meetings
    attended by each director in 2007 are detailed in clause 5 hereof:
    "Board Responsibility".

-   The performance of the Audit and Risk Committee in the past year is
    detailed in Attachment 4 to Form 56-1, and under the heading "Report
    of the Audit and Risk Committee" in the Company’s Annual Report.

-   The performance of the Remuneration Committee in the past year is
    detailed in Attachment 5 to Form 56-1, or under the heading "Report
    of the Remuneration Committee" in the Company’s Annual Report.

-   The remuneration for directors and management is detailed under the
    heading
    "Directors’ and Management’s Remuneration" in Form 56-1 and in the
    Company’s Annual Report.

    4.5 In 2007, the Company made full disclosure of information within
    the time frame specified in the regulations of the SET and the SEC.
    In addition, neither the SET nor the SEC challenged that the Company
    had failed to comply with any disclosure requirement.

  5. Board Responsibility

  5.1 Board Structure

  5.1.1 Members of the Board

  At the beginning of year 2007, the Company's Board of Directors
  comprised 16 members of whom 5 were independent directors, being about
  one-third of the Board. In August 2007, Mr. Steven M. Small, an
  independent director, voluntarily resigned as Chairman of the Audit
  and Risk Committee and agreed to remain on the Board as a
  non-executive director. For the sake of good corporate governance, in
  February 2008, 4 executive directors of the Company voluntarily
  resigned their directorships in the Company resulting in the number of
  independent directors of the Company representing one-third of the
  Board, thus providing for a strong and independent element on the
  Board capable of exercising objective judgment on corporate affairs of
  the Company. The Board comprises business leaders and professionals
  with financial, accounting, legal and business management backgrounds.

The Company’s policy to fix the term of office of directors is under
Article 14 of the Company’s Articles of Association.

  5.1.2 Definition of "Independent Director"

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

a.  an individual who holds shares amounting to not more than 5 percent
    of the total voting rights of the Company, parent company,
    subsidiares, affiliated companies or other juristic persons that may
    have a conflict of interest;

b.  an individual who is not an employee, member of staff, advisor (who
    regularly receives a salary) or controlling person of the Company,
    parent company, subsidiaries, affiliated companies or other juristic
    persons that may have a conflict of interest;

c.  an individual who is not a person who has a blood relationship or is
    related by registration in accordance with the law to be a father,
    mother, spouse, brother, sister, son or daughter, including spouse
    of son or daughter, of a member of the management, major
    shareholder, controlling person or person who will be proposed to be
    a member of the management or controlling person of the Company or
    subsidiaries; and

d.  an individual who has no business relationship with the Company,
    parent company subsidiaries, affiliated companies or other juristic
    persons that may have a conflict of interest in such a way that it
    may prevent him or her from exercising his/her discretion
    independently, and there are no other circumstances that may hinder
    him or her from rendering an independent opinion in connection with
    business operation of the Company.

  5.1.3 Nomination of Directors

  Each candidate for a Company directorship must have the qualifications
  prescribed by the SET, the SEC and the Public Limited Companies Act,
  and must be appointed pursuant to a resolution of the Board meeting.
  Additional details are described under the heading "Method of
  Appointment and Removal of Directors as included in the Company’s
  Articles of Association".

The Company currently has no Nomination Committee. However, the Company
is considering expanding the scope of duties and responsibilities of the
Remuneration Committee to also cover the nomination committee
responsibilities. It should be noted that, each time the Company's Board
of Directors considers the nomination and appointment of a director, the
Board always reviews the qualification of the candidate(s) in order to
ensure that the right person is nominated and appointed as a director of
the Company.

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

  Currently, Mr. Ho KwonPing is the Chairman of the Board and the Chief
  Executive Officer of the Company. He is closely associated with the
  Group’s success. The Board is of the view that the current structure
  is appropriate and adequate given that Mr. Ho KwonPing has been able
  to effectively and competently execute the responsibilities of both
  the Chairman of the Board and Chief Executive Officer positions.

  5.2 Committees

  5.2.1 Audit and Risk Committee

  In 2005 the Audit Committee, which was formed in November 1999 and has
  performed its duties since 2000, expanded its role to include Risk
  Management and in doing so the Committee was renamed the Audit and
  Risk Committee. The members of the Audit and Risk Committee comprise 3
  independent directors, 2 of which have knowledge of accounting and
  finance. The members and the scope of duties and responsibilities of
  the Audit and Risk Committee have been disclosed under the heading
  "Management Structure" in Form 56-1 and in the Company's Annual
  Report.

  5.2.2 Remuneration Committee

  The Remuneration Committee was formed in August 2003 and started to
  perform its duties in 2004. The Remuneration Committee comprises of 3
  members. The majority of the members of the Remuneration Committee are
  independent directors, thus forming a strong and independent element
  which will enable decisions on remuneration to be made independently
  in accordance with its objectives. Members and the scope of duties and
  responsibilities of the Remuneration Committee have been disclosed
  under the heading "Management Structure" in Form 56-1 and in the
  Company's Annual Report.

  5.3 Role, Duty and Responsibility of the Board

1.  Corporate Governance Policy

  The Company is committed to maintaining high standards of good
  corporate governance within the Company. The Company has adopted and
  continuously developed a set of good corporate governance practices
  and policies which are modeled on the 2006 principles of good
  corporate governance for listed companies advocated by the SET. The
  Company has also adopted and continues to apply the Code of Business
  Conduct approved by the Board of Directors and distributed through the
  organisation as detailed in item 5.3.2. The Standard Operating
  Procedures have also been documented and applied by the Company. In
  addition, new internal rules and regulations with an aim to
  continuously improve the good corporate governance of the Company are
  approved and announced from time to time with the latest policy on
  whistle blowing being approved in August 2007. These are monitored on
  an ongoing basis to ensure compliance by all employees. The details in
  relation to good corporate governance have been disclosed under the
  heading "Corporate Governance" in Form 56-1 and in the Company's
  Annual Report. The same has been improved from time to time to reflect
  the 2006 good corporate governance policy for listed companies of the
  SET.

  5.3.2 Code of Business Conduct

  The Company holds strongly to the belief that good business ethics is
  one of the key elements for sustainable growth. To protect the
  interest of all stakeholders and in the interest of promoting and
  advocating good business ethics throughout the organization, the
  Company has adopted the following Code of Business Conduct in the
  course of its operations, approved by the Board of Directors and
  distributed through the organization. The Code has been drafted based
  on the principles of integrity, transparency and good corporate
  governance practices and good social ethics.

  The Board of Directors and Senior Management are expected to:

1.  Carry out their duties and responsibilities prudently, with due care
    and at all times take into consideration the interests of the
    Company’s various groups of stakeholders.

2.  Attend every meeting except for special circumstances, which make
    attendance not possible with the view to effectively contribute to
    issues being considered. Sufficient time should be allocated to
    important matters for indepth discussions and independent views and
    opinions should be sought from each director / senior management.

3.  Ensure that the legal rights of stakeholders, including employees,
    suppliers, communities, competitors and creditors are not violated
    by any of the Company’s actions or decisions.

4.  Support cooperation between the Company and the various groups of
    stakeholders in order to secure the business wealth and stability.

5.  Resolve conflict of interests carefully, honestly, fairly and
    independently in the best interest of the Company.

6.  Fix remuneration, which is commensurate with market rates in the
    same business and with the performances of the Company and the
    individual.

7.  Disclose information correctly, completely, transparently and on a
    timely basis together with adequate supporting data, if any.

8.  Implement and maintain an effective internal monitoring and control
    system over finance, operations and regulatory compliance of the
    Company. The system should incorporate risk management to capture
    early warning signs to problems and extraordinary items, which may
    arise.

9.  Value the importance of human resources by providing competitive
    compensation packages to attract, retain and motivate quality staff
    and treat each employee fairly and without prejudice.

10. Define the proportion of executive directors and independent
    non-executive directors to balance their power. There should be a
    clear separation of power and authorities so that no one would be
    granted unlimited power.

11. Ensure all corporate business is conducted in accordance with high
    standards of corporate governance with legally and ethically
    accepted corporate practices.

12. Strictly safe keep the Company’s confidential information and
    activities and not to use any internal and/or confidential
    information of the Company for personal gain.

13. Report their transaction of the Company’s shares in accordance with
    the rules of the relevant authorities and Company.

  Employees of the Company are expected to:

1.  Strictly follow all rules and regulations of the Company and
    instructions from their superior. Be polite, obedient, and
    respectful and maintain esprit de corps among colleagues and assist
    each other in the course of work.

2.  Perform their duties diligently and punctually and not to abandon or
    disregard any duty or work that has been assigned to them.

3.  Treat all Company’s clients courteously, respectfully and promptly.

4.  Strictly safe keep the Company’s confidential information and
    activities and not to use any internal and/or confidential
    information of the Company for personal gain.

  Social Contributions & Responsibility

1.  The Company shall not undertake any activity, which may adversely
    affect the national security, economy and well being of the people.
    The Company shall consider supporting charitable organisation at its
    discretion.

2.  The Company shall give support to the employees, the management, and
    Board of Directors to pursue environmental and nature conservation
    activities and shall not undertake any activities, which may cause
    harm to the environment and community.

3.  The Board of Directors, management and all employees shall uphold
    themselves as honorable citizens and avoid any illicit activities,
    which may damage the reputation of the Company.

  During 2007, the Company's Board of Directors was not aware of any
  claim or allegation that the Company's Code of Business Conduct was
  disobeyed.

  5.3.3 Leadership and Vision

  The Board’s primary functions are to set corporate policy and overall
  strategy for the Company and to provide effective oversight of the
  management of the Company’s business and affairs. Apart from its
  statutory duties, the responsibilities of the Board includes:

1.  formulating and approving broad policies, strategies and financial
    objectives of the Group;

2.  reviewing the financial performance and taking responsibilities for
    the financial statements of the Group;

3.  monitoring and approving the Group’s key operational initiatives,
    annual budget, major investment and funding decisions;

4.  ensuring that the adequacy of internal controls and risk management
    of the Group is regularly reviewed and evaluated;

5.  approving the nominations of Board of Directors and appointments to
    the various Board committees;

6.  assuming responsibility for good corporate governance; and

7.  approving the charter of an Audit and Risk Committee and
    Remuneration Committee so as to clearly state the scope of duties
    and responsibilities of those committees.

  These functions are either carried out directly by the Board or
  through committees established by the Board, principally the Audit and
  Risk Committee and Remuneration Committee. The delegation of authority
  by the Board to the Committees enables the Board to achieve
  operational efficiency by empowering these Committees to decide on
  matters within certain limits of authority and yet maintain control
  over major policies and decisions.

  All major investments and transactions with related parties require
  the approval as follows:

-   Investments more than US$ 10 million to be approved by the Board.

-   Investments between US$ 5 million to US$ 10 million to be jointly
    approved by the Chief Executive Officer and any 1 director.

-   Investments less than US$ 5 million to be approved by the Chief
    Executive Officer.

  The approval to enter into the significant related parties transaction
  by the Company’s Board of Directors and/or shareholders’ meeting as
  well as all information disclosure must comply with rules and
  regulations of the Stock Exchange of Thailand pertaining to the
  acquisition and disposition of assets B.E. 2547 and/or the connected
  transaction B.E. 2546.

  5.3.4 Conflict of Interest

  Transactions between the Company and its related parties which may
  give rise to a conflict of interest are scrutinised by the Audit and
  Risk Committee and if necessary, the approval to enter into such
  transactions are sought from the Board of Directors and/or
  shareholders.

  Such transactions are made on terms and pricing that has been
  negotiated on an arm’s length basis. In the event that the price is
  unavailable, the Company will then rely on the report of an
  independent appraiser appointed by the Company to value important
  related party transactions to arrive at a pricing which is fair to
  both the Company and the related party.

  The Company has and will always comply with all rules and regulations
  laid down by the SET. In addition, all connected party transactions
  are disclosed clearly and accurately. Details are further described
  under the heading "Related Party Transactions" in Form 56-1 and under
  the heading "Persons with Mutual Interest and Connected Transactions"
  in the Company's Annual Report.

  5.3.5 Internal Audit and Control

  The Company realises the significance of effective system of control,
  such as standard operating procedures, particularly in management and
  operations. Hence, the duties and responsibilities of the employees
  and the management are clearly defined. The Company has put in place
  policies to safe guard the Company’s assets and duties between the
  operators and the appraiser are clearly separated for effective checks
  and balances. Furthermore, the Company has also implemented the
  internal audit of the financial system.

  Internal Audit

  Internal Audit plays an important role in monitoring an effective
  system of internal controls. To enable the effectiveness of the
  internal audit function, the internal auditors of the Company report
  the outcome of their audit to the Audit and Risk Committee. The
  Internal Audit checks and monitors the operations of the Company for
  compliance with the Company’s internal policies as well as all
  relevant laws and regulations. The Audit and Risk Committee reviews
  the activities of the internal auditors on a quarterly basis to ensure
  that the internal audit function is independent of the activities
  which it audits; is adequately resourced; and has appropriate standing
  within the Group to perform its role effectively.

  Enterprise Risk Management

  In 2005 the Company appointed an external consultant to assist
  management in implementing a Risk Management framework for the
  business of the Company. The Risk Management framework covers all
  aspects of the Company’s operations to enable significant business
  risks within the Group’s current business environment to be
  identified, assessed, monitored, managed and evaluated. As part of the
  ongoing risk management process, the Company’s Group Risk Committee
  conducts a risk assessment, evaluation and treatment; considers the
  adoption of adequate and cost-effective system of internal controls to
  mitigate significant business risks; and provides for significant
  risks to be managed through regular reviews by the Company’s Group
  Risk Committee and the Audit and Risk Committee. The Audit and Risk
  Committee has reviewed the Group’s risk management processes and
  procedures and is satisfied that there are adequate internal controls
  in place to manage the significant risks identified.

  5.3.6 Meetings of the Board and Committees

  1. The Board

  The Company conducts regular scheduled Board meetings at least 4 times
  a year on a quarterly basis which are planned and formally agreed upon
  in advance in the fourth quarter before the start of the new financial
  year. Additional meetings are convened as and when circumstances
  warrant. In 2007, the Company conducted 5 Board meetings and the
  attendance of all directors is shown below.

+-------------------------------------+--------------------------------+
|   Name                              |   Number of Board Meetings     |
|                                     |   Attended                     |
+-------------------------------------+--------------------------------+
|   Mr. Ho KwonPing                   |   5                            |
+-------------------------------------+--------------------------------+
|   Mr. Surapon Supratya              |   5                            |
+-------------------------------------+--------------------------------+
|   Mr. Michael R. Ayling             |   5                            |
+-------------------------------------+--------------------------------+
|   Mr. Ho Kwoncjan                   |   5                            |
+-------------------------------------+--------------------------------+
|   Mr. Vudhiphol Suriyabhivadh       |   5                            |
+-------------------------------------+--------------------------------+
|   Mr. Udom Vichayabhai              |   5                            |
+-------------------------------------+--------------------------------+
|   Dr. Jingjai Hanchanlash           |   5                            |
+-------------------------------------+--------------------------------+
|   Mr. Satit Rungkasiri              |   4                            |
+-------------------------------------+--------------------------------+
|   Mr. Steven M. Small               |   5                            |
+-------------------------------------+--------------------------------+
|   Mr. Ariel P Vera                  |   4                            |
+-------------------------------------+--------------------------------+
|   Ms. Sirivan Skulkerevathana       |   5                            |
+-------------------------------------+--------------------------------+
|   Mr. Kuan Chiet                    |   5                            |
+-------------------------------------+--------------------------------+
|   Mr. Niyom Tassaneetipagorn        |   5                            |
+-------------------------------------+--------------------------------+
|   Mr. Bernold O. Schroeder          |   3                            |
+-------------------------------------+--------------------------------+
|   Mr. Stuart D. Reading             |   5                            |
+-------------------------------------+--------------------------------+
|   Ms. Nanchalee Kecharananta        |   5                            |
+-------------------------------------+--------------------------------+

  The Corporate Secretary is responsible for sending a convening notice
  to the meeting at least 7 days prior to the meeting together with
  collating and distributing Board papers for each of the agenda items
  to the directors so as to provide directors with sufficient time to
  prepare for the meeting. Each meeting typically lasts between 1 to 2
  hours and the Chairman of the Board will provide adequate time for
  management to present information and to allow the directors to fully
  discuss the important issues.

  Additionally, the Board is of the view that the contribution of each
  director should not be focused only on his or her attendance at Board
  and/or Committee meetings. A director’s contribution may also extend
  beyond the confines of the formal environment of Board meetings,
  through the sharing of views, advice, experience and strategic
  networking relationships which would further the interests of the
  Company.

  2. Audit and Risk Committee

  The Company conducts regular scheduled Audit and Risk Committee’s
  meetings at least 4 times a year, prior to the Board meeting, on a
  quarterly basis which are planned and formally agreed upon in advance
  in the fourth quarter before the start of the new financial year.
  Additional meetings are convened as and when circumstances warrant. In
  2007, the Company conducted 5 Audit and Risk Committee’s meetings and
  all members of the Audit and Risk Committee promptly attended those
  meetings as follows:

+-------------------------------------+--------------------------------+
| Name                                |   Number of Audit and Risk     |
|                                     |   Committee’s Meetings         |
|                                     |   Attended                     |
+-------------------------------------+--------------------------------+
| Mr. Vudhiphol Suriyabhivadh*        |   1                            |
+-------------------------------------+--------------------------------+
| Mr. Steven M. Small*                |   4                            |
+-------------------------------------+--------------------------------+
| Mr. Udom Vichayabhai                |   5                            |
+-------------------------------------+--------------------------------+
| Dr. Jingjai Hanchanlash             |   5                            |
+-------------------------------------+--------------------------------+

  * Mr. Vudhiphol Suriyabhivadh was appointed to be the Company’s Audit
  and Risk Committee Chairman with effect from 10 August 2007. Mr.
  Vudhiphol Suriyabhivadh was appointed to replace Mr. Steven M. Small
  who had resigned from the position of Audit and Risk Committee
  Chairman with effect from the same day. Mr. Steven M. Small is in the
  position of the Company’s director in lieu of the Company’s
  independent director.

  The secretary to the Audit and Risk Committee is responsible for
  sending a convening notice to the meeting at least 7 days prior to the
  meeting together with collating and distributing Audit and Risk
  Committee papers for each of the agenda items to the Audit and Risk
  Committee so as to provide members with sufficient time to prepare for
  the meeting. Each meeting typically lasts between 1 to 2 hours and the
  Chairman of the Audit and Risk Committee will provide adequate time
  for management and internal audit of the Company to present
  information and to allow the Audit and Risk Committee to fully discuss
  the important issues. The auditor from Ernst & Young Office Limited is
  invited to attend the meeting.

  3. Remuneration Committee

  The Company conducts regular scheduled Remuneration Committee’s
  meetings, prior to the Board meeting, at least once a year. The
  meetings are planned and formally agreed upon in advance in the fourth
  quarter before the start of the new financial year. Additional
  meetings are convened as and when circumstances warrant. A meeting in
  2007 was postponed to early January 2008. All members of the
  Remuneration Committee promptly attended that meeting as follows:

+-------------------------------------+--------------------------------+
|   Name                              |   Number of Remuneration       |
|                                     |   Committee’s Meeting Attended |
+-------------------------------------+--------------------------------+
|   Mr. Ho KwonPing                   |   1                            |
+-------------------------------------+--------------------------------+
|   Mr. Udom Vichayabhai              |   1                            |
+-------------------------------------+--------------------------------+
|   Dr. Jingjai Hanchanlash           |   1                            |
+-------------------------------------+--------------------------------+

  The secretary to the Remuneration Committee is responsible for sending
  a convening notice to the meeting at least 7 days prior to the meeting
  together with collating and distributing Remuneration Committee papers
  for each of the agenda items to the Remuneration Committee so as to
  provide members with sufficient time to prepare for the meeting. Each
  meeting typically lasts 1 hour and the Chairman of the Remuneration
  Committee will provide adequate time for management of the Company to
  present information and to allow the Remuneration Committee to fully
  discuss the important issues.

  5.3.7 Board of Directors’ Report

  1. Financial Report

  The Board of Directors is accountable to its shareholders for the
  Company’s financial statements as well as the financial information as
  shown in the Annual Report. The Company’s financial statements are
  prudently prepared in accordance with generally accepted accounting
  principles and are independently reviewed by the international
  auditors every quarter with a full audit performed at each year-end.
  All pertinent information relating to the financial statements are
  clearly and completely disclosed in the accompanying notes.

  Through the implementation of various policies, system of internal
  control and the work of the internal and external auditors, the Board
  of Directors is reasonably satisfied with the integrity and
  reliability of the Company’s financial report and safeguard of assets.
  Additionally, the Audit and Risk Committee has been tasked to review
  the Company’s financial report and internal control practices directly
  with the auditors for an impartial and non-biased feedback. Details
  are further described under the heading "Internal Control" in Form
  56-1 and under the heading "Opinion of the Board of Directors on the
  Company’s Internal Control" in the Company’s Annual Report. The Board
  also disclosed the "Board of Directors’ Responsibility for the
  Company’s Financial Statements" in the Company’s Annual Report.

  2. Minutes of Meeting

  The minutes of the meetings of the Board and other committees were
  accurately and completely recorded in all material aspects addressed
  at each meeting, including the questions, opinions and clarifications.
  The Company has a safe and secure filing system in place to keep the
  minutes of meetings and other supporting documents.

  5.3.8 Development of Directors and Management

  The Company's directors, management and employees are constantly
  encouraged to develop their skills by attending various seminars and
  training courses organised by various organisations, e.g. the Thai
  Institute of Directors, the SET and the SEC, etc. Furthermore,
  relevant information is regularly provided to the directors so that
  they are kept abreast of latest developments thus enabling them to
  make informed decisions. Details of the training previously undertaken
  by each director are set out in Attachment 1 to Form 56-1 and under
  the heading "Board of Directors and Management of the Company" in the
  Company’s Annual Report.

  9.6 Supervision on the use of inside information

  The Company has a Statement of Business Conduct to guide its Board of
  Directors, senior management and all rank and file employees in the
  use of inside information for the purpose of preserving the interest
  of all stakeholders of the Company. To prevent misuse of sensitive or
  confidential corporate information, the Company’s policy prohibits any
  employee, regardless of rank, from disclosing such corporate
  information for personal gain or for any other reason not in the
  Company’s interest. Sensitive and confidential information is also
  restricted to only those officers who have a direct responsibility
  over such matters. Additionally, the Company monitors the trading of
  the Company’s shares by its directors, and senior management who are
  required to report on the holding of the Company’s shares in
  accordance with the rules of the Securities and Exchange Commission.

7.  Human Resources

  The number of employees as at 31 December 2007 was 611 employees
  detailed below:

  ----------------------------------------------- -----------------------
  Department                                      No. of Employees

  Management Office                               9

  Project Control                                 24

  Accounts                                        27

  Administration                                  24

  IT                                              6

  Corporate Affairs                               21

  Finance                                         4

  Human Resources                                 2

  Internal Audit                                  5

  Design & Planning                               53

  Purchasing                                      3

  Canal Village                                   5

  Legal                                           6

  Wedding Chapel                                  3

  Property Development                            15

  Group Asset Management                          2

  Dusit Laguna Resort                             402

  Total                                           611
  ----------------------------------------------- -----------------------

  Total remuneration and benefits paid to employees (such as salary,
  bonus, car allowance, social security payment, provident fund payment,
  medical, accident & health insurance, complimentary vouchers, etc.)
  during the 12 months ended 31 December 2007 amounted to Baht
  283,412,041.

  Human Resources Development Policy

  The Group does not have a specific Human Resources development policy
  due to the number and nature of the different operations within the
  Group. Rather the responsibility is divested to each of the operating
  companies and divisions to ensure that the appropriate development
  needs of its employees and the required training resources are
  identified and allocated respectively.