J. Corporate Governance

The Company believes in having high standards of corporate governance
and is fully committed to ensure that self-regulatory controls exist to
protect shareholders’ interests and maximize long-term shareholder
value. Good corporate governance helps companies to be more open and
transparent, less bureaucratic, forward-looking with fresh ideas, and
more decisive in the execution of strategies and initiatives, and is an
effective safeguard against frauds and dubious financial engineering.

Executive Committee

The Executive Committee consists of four members. Its responsibility is
to oversee the business, assets, affairs and performance of the Company
in the best interests of its shareholders. The Committee focuses its
activities on the key requirements of the Company, such as corporate
strategy, major investment, divestment and funding proposals, financial
performance reviews and succession planning, risk management and other
corporate governance practices. Management’s responsibility on the other
hand is to run the business in accordance with the policies and
strategies set by the Executive Committee.

Board of Directors - Composition and Balance

The Board of Directors consists of twelve Directors; three Independent
Directors and nine Directors who are representatives of shareholders.
All Directors possess the requisite qualifications and experience to
perform their roles to maximize the potential of the company. Together,
they bring a wide range of technical skills and management expertise and
experience to ensure that the Group continues to be a competitive leader
in the property industry with strong reputation for technical and
professional competence.

The principal functions of the Board are to:

-   Conduct themselves with honesty and integrity.

-   Provide full timely information disclosure to shareholders.

-   Accountable to all shareholders and use the best effort to maintain
    their interests.

-   Review, and where required, approve the key strategies, objectives
    and plans of the company, and the appropriate financial and
    operational matters;

-   Advise Management on the significant issues facing the Group;

-   Oversee processes for evaluating the adequacy of internal controls,
    risk management, financial reporting and compliance, and satisfies
    itself as to the adequacy of such processes;

-   Nominate Directors and to ensure that the structure and practices of
    the Board provide for sound corporate governance; and

-   Supervise and appropriately remunerate executive management.

The Board meets at least four times a year in accordance with the civil
and commercial code. Board papers and relevant documents shall be sent
to all Directors prior to the meeting in accordance with the law. In any
case the Company has introduced the following reporting procedures to
allow it to better anticipate risks and key drivers ahead of events, so
that the Management can make timely decisions. They are:

1.  Whistle-Blower Protection Policy: the purpose of this policy is to
    encourage the reporting in good faith of suspected Reportable
    Conduct (such as dishonestly, theft, fraud, corruption and improper
    conducts) by establishing clearly defined processes through which
    such reports may be made with confidence that employees and other
    persons making such reports will be treated fairly and to the extent
    possible, protected from reprisal (such as dismissal, demotion and
    harassment).

2.  Enterprise Risk Management Report: Enterprise risk management is now
    an integral part of Keppel Thai’s operation.

Audit Committee

The Audit Committee is formed by three Independent Directors and chaired
by Mrs. Jiraporn Pimpoorash who has accounting and financial management
expertise and experience. The other members are Mr. Somprasong
Makkasaman and Professor Chukiat Pramoolpol who have sufficient
financial management knowledge and experience to discharge their
responsibilities as members of the Audit Committee.

The major scopes of Audit Committee for good Corporate Governance are as
follows;

1.  To assist the Board of Director to ensure integrity of financial
    reporting and that sound internal control and risk management
    systems are in place.

2.  To ensure the Company is free from any potential conflicts of
    interest.

3.  To review that company’s activities are in compliance with the laws
    and regulations.

Remuneration for the Directors and Management

Total remuneration for 12 Directors, in the form of Directors’ fees for
2005 is Baht 2.96 million. (including one Director who passed away
during the year)

Total remuneration for 15 key management personnel, in the form of
salary for 2005 is Baht 9.4 million. The Company’s remuneration policy
is highly flexible and responsive to the market and correspond to
individual employee’s performance.

Recruitment of Directors and Management Staff

All appointments of Directors and management staff have been carried out
in accordance with the laws, regulation and Articles of Association of
the Company.

Insider Information Control

The Company carefully monitors conflicts of interest with clear policy
and set of procedures regarding utilization of sensitive information for
trading of the Company’s shares. All Directors and management staff are
strictly prohibited to trade in the Company’s securities for the period
of one month before the public announcement of its financial results.
These procedures are mainly to protect any misuse of insider information
from Directors and management staff. All Directors and management staff
are also required to report any changes in their securities holdings as
and when such changes occur.

Internal Control

In the opinion of the Board of Directors and the Audit Committee, the
company has an adequate internal control system to safeguard the
resources of the company and ensure that set procedures and policies are
adhered to. The company set up the Internal Audit Unit in 2001 to
enhance the duties and responsibilities discharged by the Audit
Committee.

The Board of Directors is responsible for the set up of internal control
procedures to ensure all directives and goals are achieved.

Control of Subsidiary Companies

The Company appoints its personnel to operate and manage the businesses
of the subsidiary companies, inclusive of the appointments of the
subsidiary companies’ Directors. For major decisions that may affect the
Company, the subsidiary companies have to obtain approval from the
Company. These include decisions on investment plans or sales of assets.