9. MANAGEMENT

9.1 Management Structure

  The Company has five sets of committees, which are the Company’s Board
  of Directors, the Audit Committee, the Nomination and Remuneration
  Committee, Governing Board of Bumrungrad International Hospital,
  Bangkok and Investment Committee. Details of each committee are as
  follows:

Board of Directors

  The Company’s Board of Directors as at 31 December 2008 consists of
  the following:

  1. Mr. Chai Sophonpanich Chairperson

  2. Dr. Chanvit Tanphiphat, MD Vice Chairperson, Member of Nomination
  and Remuneration Committee

  3. Mrs. Linda Lisahapanya Director, Managing Director

  4. Mr. Curtis John Schroeder Director, Group Chief Executive Officer

  5. Dr. Dhanit Dheandhanoo, MD Director, Chairperson of the Medical
  Director

  6. Mr. Chatri Sophonpanich Director

  7. Dr. Anant Tejavej, MD Director

  8. Dr. John Yangpichitt, MD Director

  9. Dr. Khun Swanya Dej-Udom, MD Director

  10. Mrs. Kulathida Sivayathorn Director, Member of Nomination and
  Remuneration Committee

  11. Mr. Chong Toh Director

  12. Mr. Felix Herlihy Director

  13. Dr. Sinn Anuras, MD Director, Group Medical Director

  14. Ms. Sophavadee Uttamobol Director, Chairperson of Audit Committee

  15. Mr. Soradis Vinyaratn Director, Member of Audit Committee

  16. Mr. Boonpakorn Chokwathana Director, Member of Audit Committee,
  Chairperson of Nomination and Remuneration Committee

  Mrs. Jutatip Adulbhan, Company Secretary, is the secretary of the
  Board of Directors.

Note: The Board of Directors’ Meeting held on 25 February 2009 resolved to decrease its size from 16 to 12 directors, therefore, 5 directors, which are Mr. Chatri Sophonpanich, Mrs. Kulathida Sivayathorn, Dr. Anant Tejavej, MD, Dr. John Yangpichitt, MD and Dr. Khun Swanya Dej-Udom, MD, have agreed to vacate the position, effective on 1 March 2009. 

Legal Binding of the Company

  Any two authorized directors, except Mr. Chatri Sophonpanich, Mrs.
  Kulathida Sivayathorn and Mr. Chong Toh, sign and affix the Company’s
  seal.

Duties and Responsibilities of the Board of Directors

  The duties and responsibilities of Board of Directors, which are
  described in the Board of Directors’ Charter, approved by the Board of
  Directors’ meeting no. 1/2008 held on 27 February 2008, are as
  follows:

1.  To perform duties in accordance with the laws, the Company’s
    objectives and regulations, and resolutions of the shareholders’
    meeting, in good faith and with care for the best interest of the
    Company

2.  To establish the Company’s vision, directions and strategies, with
    the aim to maximize long-term shareholders’ value

3.  To endorse major strategies and policies, including objectives,
    business plans, financial targets, operating plans and capital
    expenditure budgets, as proposed by management; and to monitor and
    ensure the implementation and follow up on the outcome

4.  To establish the Corporate Governance Manual and the Company’s Code
    of Ethics and to monitor and ensure communication and implementation
    of such policies and guidelines, to approve amendments as
    appropriate and to report in the annual report

5.  To ensure proper systems for corporate accounting, financial
    reporting and financial auditing; to ensure that the Company has an
    effective internal control, internal audit and risk management
    system, which should be reviewed annually, and to assign the
    internal audit department to independently audit and report on the
    system

6.  To approve quarterly and annual financial reports; to ensure that
    they are correct, accurate, credible, in compliance with Generally
    Accepted Accounting Standards and report to shareholders in the
    annual report

7.  To monitor, supervise and approve, as the case may be, and to ensure
    transparency in the transactions which are connected transactions
    and may cause conflict of interest, and to set clear guidelines on
    the approval and disclosure process of transactions with conflict of
    interest

8.  To set and appoint committees as appropriate to help pursue, study
    in detail, monitor and oversee matters of importance as assigned,
    and to approve their charters which include their duties and
    responsibilities and determine their remuneration

Audit Committee

  The Company’s Audit Committee as at 31 December 2008 comprises the
  following:

  1. Ms. Sophavadee Uttamobol Chairperson of the Audit Committee

  2. Mr. Soradis Vinyaratn Member of the Audit Committee

  3. Mr. Boonpakorn Chokwathana Member of the Audit Committee

  Mrs. Tawichar Tansathit is the secretary of the Audit Committee.

Duties and Responsibilities of the Audit Committee

  The duties and responsibilities of the Audit Committee, as described
  in the Audit Committee’s Charter, which was approved by the Board of
  Directors’ meeting no. 3/2008 held on 6 August 2008, are as follows:

1.  To review the financial reports of the Company to ensure accuracy
    and sufficiency.

2.  To review the Company internal control and internal audit systems to
    ensure appropriateness and efficiency and to consider the
    independence of the internal audit function, including giving
    consent to the appointment, rotation or termination of the chief
    internal audit unit or another function responsible for internal
    auditing.

3.  To review the Company’s compliance with the laws governing
    securities and exchange, including rules and regulations prescribed
    by the Stock Exchange of Thailand and other laws related to the
    conduct of the Company’s business.

4.  To consider, select and propose the appointment of an independent
    party as the Company’s external auditor, to propose the audit fees,
    and to meet with the external auditor without the presence of
    management at least once a year.

5.  To consider related parties transactions or transactions which may
    have conflict of interest, to be in accordance with the Stock
    Exchange of Thailand’s rules and regulations, to ensure that such
    transactions are reasonable and are for the best benefits of the
    Company.

6.  To prepare the report of the Audit Committee to be disclosed in the
    Company’s annual report. The report must be signed by the
    Chairperson of the Audit Committee and must contain at least the
    following details:

  6.1 Opinion on the accuracy, sufficiency and credibility of the
  Company’s financial statements.

  6.2 Opinion on the sufficiency of the Company’s internal control
  system.

  6.3 Opinion on the Company’s compliance with the laws governing
  securities and exchange and rules and regulations prescribed by the
  Stock Exchange of Thailand and other laws related to the conduct of
  the Company’s business.

  6.4 Opinion on the appropriateness of the external auditor.

  6.5 Opinion on transactions which may have conflict of interest.

  6.6 Number of the Audit Committee Meetings and the attendance of each
  Committee member.

  6.7 Opinion and observations that the Audit Committee received from
  performing its duties according to this charter.

  6.8 Other transactions deemed appropriate to be disclosed to
  shareholders and investors and are within Audit Committee’s
  authorities and responsibilities as assigned by the Board of
  Directors.

7.  To investigate immediately in case that external auditor notifies
    the fraud cases in the Company, and to report the result of the
    preliminary investigation to the Securities and Exchange Commission
    and the external auditor within 30 days after receiving the written
    notice from the external auditor.

8.  To have at least one Audit Committee member attend the Board of
    Directors’ meeting every time that there is an agenda on approval of
    financial reports.

9.  To meet with the Company’s legal department regularly, and may
    consult with external lawyers as necessary.

10. To perform other duties as assigned by the Board of Directors and
    with consent from the Audit Committee.

Nomination and Remuneration Committee

  The Nomination and Remuneration Committee as at 31 December 2008
  comprises the following:

  1. Mr. Boonpakorn Chokwathana Chairperson

  2. Mrs. Kulathida Sivayathorn Member

  3. Dr. Chanvit Tanphiphat, MD Member

  Mrs. Jutatip Adulbhan, Company Secretary, is the secretary of the
  Nomination and Remuneration Committee.

Duties and Responsibilities of the Nomination and Remuneration Committee

  The duties and responsibilities of the Nomination and Remuneration
  Committee, in accordance with Nomination and Remuneration Committee’s
  Charter, as approved by the Board of Directors’ meeting no. 4/2008 on
  12 November 2008, are as follows:

a)  Nomination

    1.  To consider the appropriate size, composition and term of the
        Board of Directors

    2.  To consider and recommend whether there should be a retirement
        age for directors, and to recommend to the Board of Directors
        the directors’ retirement age

    3.  To formulate and review qualifications of directors and members
        of the Committees

    4.  To propose and review candidates for the director position in
        case of vacancies or for any other reasons, including collecting
        a list of candidates nominated by shareholders, to be approved
        by the Board of Directors and/or Shareholders’ Meeting as the
        case may be

    5.  To consider and propose qualified directors to be a member of a
        Committee when there is a vacancy

b)  Remuneration

    1.  To determine the procedures and criteria for fair and reasonable
        compensation for directors and Committee members

    2.  To recommend remuneration for directors and Committee members,
        including remuneration of the Nomination and Remuneration
        Committee members, to the Board of Directors and/or
        Shareholders’ Meeting, as the case may be.

    3.  To implement a process for assessing the performance of the
        Board of Directors and Committees, including proposing their
        Performance Evaluation Form

c)  To perform other duties relevant to the Nomination and Remuneration
    Committee as may be assigned by the Board

Governing Board of Bumrungrad International Hospital, Bangkok 

  The Governing Board of Bumrungrad International Hospital, Bangkok as
  at 31 December 2008 comprises the following:

  1. Dr. Chanvit Tanphiphat, MD Chairman

  2. Mr. James Matthew Banner Secretary

  3. Mr. Chong Toh Member

  4. Dr. Chamaree Chuapetcharasopon, MD Member

  5. Dr. Oradee Chandavasu, MD Member

  6. Dr. Rujapong Sukhabote, MD Member

  7. Dr. Sira Sooparb, MD Member

  8. Ms. Sophavadee Uttamobol Member

  9. Dr. Vatana Supromajakr, MD Member

  10. Dr. Visuit Vivekaphirat, MD Member

  11. Dr. Watcharaphong Saechere, MD Member

  12. Ms. Arunee Kettratad Member

  13. Dr. Sinn Anuras, MD Ex officio

  14. Dr. Apichati Sivayathorn, MD Ex officio

  15. Mrs. Lee Chan Yow Ex officio

  16. Ms. Karen Carter Ex officio

Duties and Responsibilities of the Governing Board

  The Governing Board has the objective to recommend and implement the
  Hospital Policy, promote patient safety and performance improvement,
  provide quality patient care and provide for organizational management
  and planning of the hospital. The Governing Board has the scope of
  duties and responsibilities in accordance with Governing Board Bylaws
  Rules and Regulations of Bumrungrad International Hospital, Bangkok as
  follows:

1.  To organize physicians and other practitioners granted clinical
    privileges at the Hospital into a medical staff under Professional
    Staff Bylaws, Rules and Regulations approved by the Governing Board

2.  To appoint and reappoint Medical Staff members and assign clinical
    privileges in accordance with Professional Staff Bylaws, Rules and
    Regulations

3.  To establish and amend, together with the Medical Staff, and approve
    Professional Staff Bylaws, Rules and Regulations which set forth its
    organization and governance

4.  To assign to the Medical Staff reasonable authority to ensure
    appropriate professional care to Hospital patients, including to
    direct that all reasonable and necessary steps be taken by the
    Medical Staff and Hospital administration for meeting JCIA and HA
    accreditation standards and complying with applicable laws and
    regulations.

Investment Committee

  The Company’s Investment Committee as at 31 December 2008 comprises
  the following:

  1. Mr. Chai Sophonpanich Chairperson

  2. Mrs. Linda Lisahapanya Member

  3. Mr. Chong Toh Member

  4. Ms. Sophavadee Uttamobol Member

  5. Mr. Curtis John Schroeder Member

  6. Mr. Dennis Brown Observer

Duties and Responsibilities of the Investment Committee

  To consider investment opportunities, appropriateness and feasibility
  studies, including the structure of the Company’s investment projects
  both within the country and in the region.

Management

  The Company’s Management as at 31 December 2008 consists of the
  following:

  1. Mrs. Linda Lisahapanya Managing Director

  2. Dr. Dhanit Dheandhanoo, MD Chairperson of the Medical Director

  3. Mr. Curtis John Schroeder Group Chief Executive Officer

  4. Dr. Sinn Anuras, MD Group Medical Director

  5. Dr. Karoon Mekanontchai, MD Group Associate Medical Director

  6. Dr. Chamaree Chuapetcharasopon, MD Medical Director,

  Bumrungrad International Hospital, Bangkok

  7. Dr. Apichati Sivayathorn, MD Chief Quality Officer,

  Bumrungrad International Hospital, Bangkok

  8. Mr. James Matthew Banner Chief Executive Officer,

  Bumrungrad International Hospital, Bangkok

  9. Mrs. Lee Chan Yow Chief Financial Officer,

  Bumrungrad International Hospital, Bangkok

  10. Ms. Karen Carter Chief Operating Officer,

  Bumrungrad International Hospital, Bangkok

9.2 Election of Directors and Management

  The Nomination and Remuneration Committee has the responsibility to
  select and nominate candidates to replace directors and members of
  committees whose terms have expired or for any other reasons,
  including to consider candidates proposed by shareholders, and to
  propose to the Board of Directors to approve or to recommend to
  shareholders’ meetings of such appointment. The Nomination and
  Remuneration Committee is responsible for considering respectable
  candidates, taking into account their knowledge, abilities, experience
  which will be beneficial to the Company, their leadership skills,
  visions, ethical values, and their independence in making professional
  decisions and for ensuring that the candidates possess the
  qualifications as stipulated in the Board of Directors’ Charter.

  In shareholders’ meetings, the process for electing directors are in
  accordance with the following rules and principles:

1.  Each shareholder has one vote for one share.

2.  The election of directors may be either by voting for each
    individual director, or by voting for a group of directors,
    whichever way the shareholders’ meeting deems appropriate. For each
    resolution, each shareholder must exercise all of his/her votes for
    one individual director or for one group of directors. Votes by each
    shareholder may not be split between any directors or any groups of
    directors.

3.  The election passes with the majority of the votes. If the number of
    votes is equal, the chairperson of the meeting has the final vote.

  The process for selection of independent directors is the same as that
  of directors and management.

Qualifications of independent directors are as follows:

1.  Holds shares not more than one percent of total shares with the
    right to vote of the Company, affiliated company, associated company
    or related company, inclusive of the shares held by related persons.

2.  Is not a director who takes part in the management, nor is an
    employee, staff, consultant with monthly salary, nor controlling
    person of the Company, affiliated company, subsidiary of the same
    level, or any juristic person which may have conflict of interest
    (at present and two years prior to the appointment).

3.  Is not related, whether by blood or legally in the form of father,
    mother, siblings nor children, including the registered spouses or
    children, with the management, major shareholder, controlling person
    or those who will be proposed to be management, major shareholder,
    controlling person of the Company or subsidiary.

4.  Has business relationship with the Company in form of professional
    service or business / trading relationship in accordance with rules
    and regulations of the Securities and Exchange Commission, Thailand.

5.  Is not a director who is appointed as a representative of the
    Company’s director, major shareholder, or shareholder who is a
    related person of the major shareholder.

6.  Does not possess other qualifications that deter the ability to give
    opinions independently.

9.3 Remuneration of Directors, Committees and Management

Directors’ Remunerations and Committees’ Remuneration

  Remuneration of Directors, Audit Committee and Nomination and
  Remuneration Committee for the year ended 31 December 2008 for 17
  directors are as follows:

  ---------------------------------------------------------------------------------------------------------------------------------------------------
  Name                  Board of                                              Audit                      Nomination and                Total
                        Directors                                             Committee                  Remuneration                  Remuneration
                                                                                                         Committee                     
  ------ -------------- ----------- -------------- -------------- ----------- ----------- -------------- -------------- -------------- --------------
                        Number of   Annual         Meeting        Total       Number of   Meeting        Number of      Meeting        
                        Meetings    Remuneration   Remuneration               Meetings    Remuneration   Meetings       Remuneration   

  1      Mr. Chai       4/4         400,000        160,000        560,000                                                              560,000
         Sophonpanich                                                                                                                  

  2      Dr. Chanvit    4/4         350,000        120,000        470,000                                2/2            50,000         520,000
         Tanphiphat, MD                                                                                                                

  3      Mrs. Linda     3/4         300,000        75,000         375,000                                                              375,000
         Lisahapanya                                                                                                                   

  4      Mr. Curtis     3/4         300,000        75,000         375,000                                                              375,000
         John Schroeder                                                                                                                

  5      Dr. Dhanit     4/4         300,000        100,000        400,000                                                              400,000
         Dheandhanoo,                                                                                                                  
         MD                                                                                                                            

  6      Mr. Chatri     3/4         300,000        75,000         375,000                                                              375,000
         Sophonpanich                                                                                                                  

  7      Dr. Anant      4/4         300,000        100,000        400,000                                                              400,000
         Tejavej, MD                                                                                                                   

  8      Dr. John       4/4         300,000        100,000        400,000                                                              400,000
         Yangpichitt,                                                                                                                  
         MD                                                                                                                            

  9      Dr. Khun       4/4         300,000        100,000        400,000                                                              400,000
         Swanya                                                                                                                        
         Dej-Udom, MD                                                                                                                  

  10     Mrs. Kulathida 3/4         300,000        75,000         375,000                                1/2            25,000         400,000
         Sivayathorn                                                                                                                   

  11     Mr. Chong Toh  3/4         300,000        75,000         375,000                                                              375,000

  12     Dr. Sinn       4/4         300,000        100,000        400,000                                                              400,000
         Anuras, MD                                                                                                                    

  13     Dr. Jennifer   2/3         175,000        50,000         225,000                                                              225,000
         Lee, MD*                                                                                                                      

  14     Mr. Felix      1/1         125,000        25,000         150,000                                                              150,000
         Herlihy*                                                                                                                      

  15     Ms. Sophavadee 4/4         300,000        100,000        400,000     4/4         160,000                                      560,000
         Uttamobol                                                                                                                     

  16     Mr. Soradis    4/4         300,000        100,000        400,000     4/4         100,000                                      500,000
         Vinyaratn                                                                                                                     

  17     Mr. Boonpakorn 4/4         300,000        100,000        400,000     4/4         100,000        2/2            80,000         580,000
         Chokwathana                                                                                                                   

         Total                      4,950,000      1,530,000      6,480,000               360,000                       155,000        6,995,000
  ---------------------------------------------------------------------------------------------------------------------------------------------------

* Mr. Felix Herlihy was appointed the Company’s director to replace Dr.
Jennifer Lee, MD by the Board of Directors’ Meeting No. 3/2008 on 6
August 2008.

  Directors’ remuneration represents the benefits paid to the Company’s
  directors, exclusive of salaries and related benefits payable to the
  management. The above remunerations have been approved by the
  shareholders.

Remunerations of Management

  In 2008, the total remuneration of the 10 executives of the Company
  and its subsidiaries amounted to Baht 74.48 million. The remuneration
  represents the salaries and benefits paid to the management.

9.4 Corporate Governance

  The Company realizes the importance of good corporate governance, and
  is committed to follow the Principles of Good Governance Guidelines in
  order to manage its business with transparency, to build confidence
  for all stakeholders and to compete efficiently at the international
  level. The Company therefore would like to report the following:

1. The Rights of Shareholders

  The Company acknowledges the importance of all shareholders’ rights,
  including major and minority shareholders. Shareholders’ rights
  include basic rights of shareholders as investors and as owners of the
  Company, such as rights to buy, sell, transfer their shares; rights to
  receive dividends from the Company; rights in shareholders’ meetings;
  rights to express their opinions; rights to participate in making
  decision on important issues, such as election of directors, approval
  of important transactions that affects direction of the business and
  operation of the Company, amendment of memorandum of association and
  articles of association of the Company.

  In 2008, the Company has implemented the following to encourage and
  facilitate the exercise of shareholders’ rights in shareholders’
  meeting:

1.  The Company gives shareholders the right to propose important and
    appropriate issues for incorporation as an agenda in the Company's
    annual general meeting and to nominate candidates with appropriate
    knowledge, abilities and qualifications to be considered for the
    position of the Company's director before the annual general meeting
    of shareholders. Shareholders can find details of the criteria and
    guidelines on the Company’s website.

2.  The Company sends invitation letters to shareholders in advance to
    inform of the meeting agenda which includes opinion of the Board of
    Directors on each agenda item, together with supporting documents
    and information sufficient to facilitate shareholders in making
    their decisions. In addition, the invitation letter package includes
    details of required document in order to protect shareholders’ right
    to attend the shareholders’ meeting, together with their rights to
    vote. Moreover, the invitation letter to shareholders’ meeting is
    disclosed on the Company’s website. For annual general meeting of
    shareholders, the invitation letter is posted on the website 30 days
    prior to the meeting date.

3.  For those shareholders unable to attend the meeting, the
    shareholders have the right to authorize a person or an independent
    director as their proxy to attend the meeting and vote on their
    behalf, using one of the proxy forms sent with the invitation
    letter. Moreover, shareholders can download the proxy form from the
    Company’s website.

4.  The Company implements the barcode system for registration and the
    voting process, including the production of voting cards. This helps
    accelerate and ensures the accuracy of the registration and vote
    counting process. Upon completion of the meeting, shareholders are
    able to verify the details.

5.  Before going into each agenda, Chairman of the Board of Directors,
    who acts as chairman of the meeting, informs the meeting of the
    voting process for each agenda. During the meeting, chairman of the
    meeting gives all shareholders the opportunity to comment, ask
    questions or give opinions and suggestions on any agenda items. The
    Chairman and management see the importance of every question and
    give precise and clear answers.

6.  The Company Secretary records minutes of the shareholders’ meetings
    which are correct and complete. In addition, the minutes are sent to
    the Stock Exchange of Thailand and posted on the Company’s website
    within 14 days after the meeting date, so that shareholders are
    promptly informed and are able to verify.

  In addition, the Company also emphasizes on providing correct, timely,
  equal and transparent information sufficient for all shareholders and
  investors to make their investment decision.

2. The Equitable Treatment of Shareholders

  The Company is strongly committed to equitable treatment of every
  shareholder, whether they are major or minority shareholders,
  institutional investors, or foreign shareholders. To ensure equal
  treatment of all shareholders, the Company created various mechanisms,
  such as:

1.  The Company provides a channel for minority shareholders to propose
    issues deemed important and appropriate to include in the agenda of
    the Company’s annual general meeting of shareholders and to nominate
    candidates with appropriate knowledge, abilities and qualifications
    to be considered for the position of the Company's director. The
    announcement has been made through the Stock Exchange of Thailand
    and the Company’s website. Independent directors will consider and
    propose the matter to the Board of Directors to be included in the
    meeting agenda as appropriate.

2.  The Company provides proxy forms for shareholders’ meeting. The
    proxy forms allow shareholders to specify their voting decision on
    each agenda, and are in accordance with the format provided by the
    Ministry of Commerce. The proxy forms are sent with the invitation
    letter. As an alternative for shareholders, the Company also
    proposes one independent director as the proxy.

3.  The shareholders’ meetings proceed according to the order of the
    agenda, without adding new and uninformed agenda, in order to give
    the opportunity to shareholders to study the information on the
    given agenda before making decision, and to ensure that there are no
    sudden changes to the important information in the shareholders’
    meeting.

4.  The Company sees the importance of the consideration of transactions
    which may have conflict of interest or may be connected or related
    transactions, and abides by good corporate governance principles,
    including rules and regulations of the authorities. In cases of
    these transactions, directors, management and those who are related
    persons do not participate in the consideration to approve such
    transaction.

5.  The Company provides oversight and control to prevent improper use
    of inside information. Details can be found on section 9.5 Internal
    Control of Information. In addition, directors and management of the
    Company must report the purchase or sale of the Company’s securities
    to the Securities and Exchange Commission and the Company within
    three business days.

3. The Role of Stakeholders

  The Company recognizes its responsibilities towards each stakeholder,
  for sustainable mutual benefits, which will lead to stability of the
  business operations. The Company intends to interact with each party
  fairly. The important stakeholders of the Company are as follows:

  Shareholders: In addition to the basic rights, rights in accordance
  with the laws and the Company’s articles of association, such as
  rights to check number of shares, rights to receive share
  certificates, rights to attend and vote in shareholders’ meetings,
  rights to express opinions independently at shareholders’ meetings,
  including rights to receive fair returns, the Company also provides
  information to all shareholders equally and timely, and gives all the
  shareholders the right to suggest and express their opinions
  independently on the Company’s business and operations in
  shareholders’ meetings, as the Company’s owners.

  Customers / Patients: The Company provides patient care in an ethical
  manner, and at the best quality possible, taking into consideration
  patient safety, patients’ satisfaction and efficiency in providing its
  services. The hospital’s Medical Ethics Committee protects patients’
  rights. In addition, the Company has a department to monitor and
  continuously improve the quality of the care provided to all patients,
  taking into consideration patients’ needs and suggestions.

  Employees: The Company believes that its employees are valuable
  resources and therefore gives all employees the equal opportunity in
  their employment. The Company has the policy to provide employees with
  appropriate compensation and appoints a welfare committee to oversee
  the well being and safety of its employees. The Company also provides
  continuous education and regular training programs to develop and
  reinforce employees’ knowledge, abilities and skills in all areas
  including operations, management and technical expertise, in order for
  employees to fulfill their jobs more effectively.

  Furthermore, the Company provides opportunities for employees to voice
  their opinions or complain to management directly, and has an employee
  recognition program to increase employees’ morale as the Company
  believes that work efficiency is a result of employees’ loyalty to the
  Company. Therefore, the Company focuses on building such loyalty
  continuously and has consistently performed employee surveys to
  improve its human resources management.

  Suppliers / Contractors: The Company abides by the conditions of
  agreements and contracts with all suppliers and contractors and
  ensures timely payment to all suppliers and contractors.

  Creditors: The Company strictly abides by loan agreements, loan
  covenants and ensures timely payments. The Company believes that good
  relationship with creditors, including building credibility and trust,
  is a responsibility of the Company towards its creditors.

  Competitors: The Company competes with competitors fairly and in
  accordance with the rules and regulations. The Company focuses on
  competition in the area of quality and efficiency of the service for
  the best benefit of customers and patients.

  Community: The Company is committed to improving the quality of the
  society and the quality of life of the population, especially the
  responsibility towards the public, including the environment and
  neighboring community. The important corporate social responsibilities
  activities of the Company in the past year are as follows:

  1. 500 Heart Program: The program provides underprivileged cardiology
  patients with surgeries. The program is a 5-year program from
  2008-2012 and is the collaboration between the Company, Bumrungrad
  Hospital Foundation, the Children’s Heart Diseases Foundation, under
  the Royal Patronage of Her Highness Princess Kalayaniwattana, and the
  National Health Security Office.

  2. Scholarship programs: The Company sees the importance of human
  resources development and therefore initiated scholarship programs for
  the public and its employees. In the nine years of the programs, 437
  scholarships have been granted. The programs are detailed as follows:

  2.1 Youth Career Development Program (YCDP): In cooperation with
  UNICEF, the Company sponsors nurse aid certificate programs and
  practical nurse certificate programs for underprivileged girls
  graduated from high school from all over the country. Students have
  opportunities to become employees of the Company after graduation.

  2.2 Nursing Degree Scholarship Program: The Company provides nurse
  aids with opportunity to continue their study for a Bachelor Degree in
  Nursing through its scholarship program. The Company also provides
  internship training programs during school holidays and will accept
  these nurses as employees once they receive their degree.

  2.3 Practical Nurse Certificate Scholarship Program: The Company
  grants scholarships for practical nurse certificates, certified by
  Thailand Nursing Council, to nurse aids.

  3. Thompson Mobile Clinic: Since 2001, the Company, together with
  Thompson Foundation, provides free healthcare to underprivileged
  communities in Bangkok through its mobile units. In 2008, the Mobile
  Clinic Program has treated 22,730 patients and donated over 20 tons of
  rice. In the 8 years of this program, the Company, Bumrungrad Hospital
  Foundation and Thompson Foundation have treated over 150,000 patients
  and donated over 127 tons of rice.

  4. Medical Research Program: The Company and Bumrungrad Hospital
  Foundation work with medical institutions, both local and abroad, to
  develop medical research, such as research on drugs related to AIDS,
  cancer and pneumonia.

  5. Environmental Policy: The Company has an environmental policy which
  the Company communicates to employees its views on preservation of the
  environment and natural resources. The Company also promotes
  activities relating to safety of the organization and neighboring
  communities and uses its natural resources efficiently.

4. Disclosure and Transparency 

  The Company realizes the importance of disclosing information which is
  significant for shareholders and investors in making their decisions.
  The Company has a policy to disclose information which is transparent,
  complete, reliable, and timely through various channels which are
  easily accessible, in order for shareholders and investors to
  conveniently obtain the disclosures.

  Information disclosed to the public includes both financial and
  non-financial information, such as financial statements, management
  discussions and analysis, report of the accountability of the Board of
  Directors to the Company’s financial reports, connected transactions,
  structure, duties and responsibilities of the Board of Directors,
  committees, including statistics on meeting attendance and corporate
  governance report.

  The Company has many channels to communicate with shareholders and
  investors. These include those stipulated by rules and regulations,
  such as the 56-1 filing form, annual reports, website of Stock
  Exchange of Thailand and other communication channels, such as the
  Company’s website in both Thai and English, quarterly analyst meetings
  (4 times in 2008), roadshows and investor conferences, both in
  Thailand and overseas, including the United States of America,
  Singapore and Hong Kong (7 times in 2008) and investor meetings and
  conference calls (91 times in 2008).

  Furthermore, the Company has set up Company Secretary and Investor
  Relations Department to facilitate interested investors and
  shareholders. Interested investors and shareholders can request for
  information by phone at 02-667-2010 or by e-mail at ir@bumrungrad.com
  or through the Company’s website, www.bumrungrad.com.

5. Responsibilities of the Board of Directors

  Structure of the Board of Directors

  The Board of Directors comprises of qualified directors with extensive
  experience in various fields. Every director participates in setting
  the Company’s vision, mission, strategies, goals, business plans and
  budgets. The Board of Directors also ensures that the plans are
  carried out efficiently and effectively by the management, to ensure
  the maximization of the Company’s value and stability to shareholders.
  The Board of Directors meets quarterly to review the management’s
  report on the Company’s operations. Details of duties and
  responsibilities of Board of Directors can be found on Section 9.1
  Management Structure.

  At present, there are 16 directors, as follows:

  1. Non-executive directors: 9 non-executive directors, which are Mr.
  Chai Sophonpanich, Dr. Chanvit Tanphiphat, MD, Mrs. Kulathida
  Sivayathorn, Dr. John Yangpichitt, MD, Dr. Khun Swanya Dej-Udom, MD,
  Dr. Anant Tejavej, MD, Mr. Chong Toh, Mr. Chatri Sophonpanich and Mr.
  Felix Herlihy.

  2. Executive directors: 4 executive directors, including Mrs. Linda
  Lisahapanya, Dr. Dhanit Dheandhanoo, MD, Mr. Curtis John Schroeder and
  Dr. Sinn Anuras, MD.

  3. Independent directors: 3 independent directors, comprising of Ms.
  Sophavadee Uttamobol, Mr. Soradis Vinyaratn and Mr. Boonpakorn
  Chokwathana.

  The three independent directors account for 19% of total Board of
  Directors. The Company plans to increase the number of its independent
  directors to be more than one-third of the Board of Directors, to be
  in accordance with the Securities and Exchange Act (No. 4) B.E. 2551.

  Segregation of Duties: The Company clearly separates duties and
  responsibilities of Board of Directors and management. Board of
  Directors is responsible for endorsing strategies and supervising
  management’s operations at the policy level, whereas management is
  responsible for managing the business to be in accordance with such
  strategies. Therefore, Chairman of the Board of Directors is not the
  same person as the Managing Director.

  Directorship Positions in other Listed Companies: The Company realizes
  the values of experience that directors receive from being directors
  in other companies. The Company therefore has the policy that
  directors can hold board positions in not more than 8 companies listed
  on the Stock Exchange of Thailand, in order for the directors to be
  able to allocate sufficient time for each company. With regards to the
  management, other than board positions at the Company’s subsidiaries
  and affiliated companies, Managing Director, Group Chief Executive
  Officer and the Company’s management are allowed to hold director
  and/or independent director positions in not more than 3 other
  companies. In addition, such positions must be approved by the Board
  of Directors.

  Company Secretary: The Board of Directors appointed Mrs. Jutatip
  Adulbhan as the Company Secretary to be responsible for administering
  the Board of Directors’ meetings and shareholders’ meetings, for
  advising the Board of Directors and management regarding rules and
  regulations related to listed companies and corporate governance
  policies, and for safekeeping related documentation.

Committees

  The Board of Directors has set up committees to assist with specific
  tasks and to propose assigned issues for consideration or
  acknowledgement. Details of committee members and their duties and
  responsibilities are listed in Section 9.1 Management Structure.
  Committees are as follows:

  1. Audit Committee consists of 3 independent directors. In 2008, Audit
  Committee held 4 meetings and reported their meeting results to the
  Board of Directors. Details of attendance of the Audit Committee
  members are in Section 9.3 Remuneration of Directors, Committees and
  Management.

  2. Nomination and Remuneration Committee consists of 1 independent
  director, who is the chairman of the Nomination and Remuneration
  Committee, and 2 non-executive directors. In 2008, the Nomination and
  Remuneration Committee held 2 meetings and reported their meeting
  results to the Board of Directors. Details of attendance of the
  Nomination and Remuneration Committee members are in Section 9.3
  Remuneration of Directors, Committees and Management.

  3. Governing Board of Bumrungrad International Hospital, Bangkok
  consists of 3 directors, 2 management, 6 physicians and 1 member by
  invitation. In 2008, Governing Board held 6 meetings.

  4. Investment Committee consists of 1 independent director, 2
  non-executive directors and 2 executive directors. In 2008, Investment
  Committee held 2 meetings.

Roles, Duties and Responsibilities of Board of Directors

  Board of Directors has responsibilities towards all shareholders, both
  major and minority shareholders, in ensuring that the Company conducts
  its business and implements the corporate governance practices in
  accordance with its objectives and policies for the highest benefit of
  shareholders, under the business ethical values, taking into account
  the interests of all stakeholders. Duties and responsibilities of
  Board of Directors are in Section 9.1 Management Structure.

  Internal control and internal audit systems: The Company has given
  importance to internal control and internal audit systems, by
  establishing an internal audit unit, with the primary objective to
  support and develop effective internal control of the organization, in
  order to minimize operational risks, and to ensure quality of the work
  process and operations. Emphasis is on effectiveness and efficiency,
  appropriateness of expenses and costs, and the operations which are in
  accordance with the policy and/or requirements of the management.

  To ensure the independence of the internal audit unit and the balance
  of power, the internal audit unit reports directly to the Audit
  Committee.

  Conflict of interest: To prevent any problems related to conflicts of
  interest, the Board of Directors considers transactions which may have
  conflicts of interest or which may be related parties transactions
  with caution, as well as strictly follows the rules and regulations of
  Stock Exchange of Thailand and Securities Exchange Commission, with
  pricing and other conditions on an arms-length basis. Details of the
  transactions, including amount, contracting party, and reasons for
  entering into the transactions are disclosed in financial statements,
  annual report, and the 56-1 filing.

Board of Directors’ Meetings

  It is the duty of every director to attend Board of Directors’
  meetings regularly, in order to acknowledge and make decisions
  relating to the operations of the Company. Board of Directors holds 4
  regular meetings every year (held quarterly), of which the schedule is
  set in advance for the entire year, and has extraordinary meetings as
  necessary. In 2008, there were 4 Board of Directors’ meetings. Details
  of the meeting attendance of each director are in the table in Section
  9.3 Remuneration of Directors, Committees and Management.

  For each meeting, agenda are clearly set in advance by Chairman of the
  Board together with Managing Director. Moreover, each director is
  given opportunities to propose issues as agendas. Company Secretary
  prepares and sends invitation letters, agendas, and other supporting
  documents to the Board of Directors at least seven days in advance in
  order to allow directors sufficient time to research and study the
  information prior to the meeting.

  Normally, each meeting takes two hours. For the consideration of
  various agenda, the Chairman of the meeting gives directors the
  opportunity to express their opinions in the meeting independently. In
  addition, senior management are invited to attend the Board of
  Directors’ meetings to provide useful and important information, and
  to directly obtain business strategies from the Board of Directors to
  be implemented in the Company’s operations. In case that any director
  has personal conflict of interest, such director will leave the
  meeting and/or does not vote on that particular matter.

  Upon completion of each meeting, the Company Secretary is responsible
  for documenting and distributing minutes for adoption in the next
  Board of Directors’ meeting. Directors are able to comment, amend and
  make additions so that the minutes are as accurate as possible. The
  Company Secretary keeps the adopted minutes along with supporting
  documents available for directors and relevant persons’ verification.

Remuneration of Board of Directors and Management

  The Company provides appropriate remuneration for the Board of
  Directors and management. The remuneration of Board of Directors in
  the form of annual remuneration and meeting remuneration have been
  approved by shareholders’ meetings. The consideration of directors’
  remuneration takes into account those of other comparable listed
  companies in the same industry. Committee members only receive
  remuneration in the form of meeting remuneration.

  Management’s remuneration is in the form of salaries and bonus, taking
  into consideration the responsibilities, performance of each person
  and performance of the Company.

  Details of 2008 remuneration of each individual director, which have
  been approved by the shareholders’ meeting, and the sum of
  management’s remuneration, are disclosed in Section 9.3 Remuneration
  of Directors, Committees and Management.

  Development Programs for Directors and Management

  The Company informs newly appointed directors of information which are
  important for fulfilling the duties as the Company’s directors. The
  information includes Company’s background information, business
  strategy and rules and regulations related to the directorship
  position of the Company.

  Moreover, the Company supports development programs for directors and
  management in various forms, such as training and seminars organized
  by Thai Institute of Directors (IOD), Stock Exchange of Thailand, and
  Securities Exchange Commission.

  Majority of the Board of Directors, 11 directors, have passed IOD
  training courses, as follows:

1.  Chairman Program: Mr. Chai Sophonpanich and Ms. Sophavadee Uttamobol

2.  Director Certification Program (DCP): Mr. Chai Sophonpanich, Mrs.
    Linda Lisahapanya, Mrs. Kulathida Sivayathorn, Mr. Boonpakorn
    Chokwathana, and Mr. Curtis John Schroeder

3.  Director Accreditation Program (DAP): Mr. Chatri Sophonpanich, Dr.
    Anant Tejavej, MD, Dr. Khun Swanya Dej-Udom, MD, Mr. Chong Toh, Ms.
    Sophavadee Uttamobol, Mr. Soradis Vinyaratn, and Mr. Boonpakorn
    Chokwathana

4.  Audit Committee Program (ACP): Mrs. Kulathida Sivayathorn and Ms.
    Sophavadee Uttamobol

5.  Role of Compensation Committee (RCC): Mr. Boonpakorn Chokwathana

6.  Chartered Director: Mrs. Kulathida Sivayathorn

7.  Quality Financial Reporting: Mrs. Kulathida Sivayathorn

9.5 Internal Control of Information

  The Company has the policy regarding management using internal
  information for personal benefits as follows:

  1. According to Company’s rules and regulations, directors are
  required to inform the Company immediately in the event that they may
  have any interests in any agreements being entered into by the
  Company, or that there is an increase or decrease in their holding of
  shares or bonds of the Company or subsidiaries.

  2. Directors and management must prepare and disclose securities
  holding report to the Securities Exchange Commission within the
  required time.

  Penalties for violation include the following:

  1. Verbal warning for corrective action

  2. Report to shareholders’ meeting for consideration

  3. Compensation for any damages

  4. Disclosure to Securities and Exchange Commission and the Stock
  Exchange of Thailand

9.6 Personnel

  As at 31 December 2008, the Company has total of 3,202 staff, and can
  be divided as follows:

  Nursing 1,542

  Hospital operations 1,126

  Support staff 534

  Details of the Company’s total personnel compensation are as follows:

  Salaries Baht 814,250,833

  Bonus Baht 145,909,800

  Provident Fund Baht 34,403,033

  Other Benefits Baht 366,606,369

  Total Baht 1,361,170,035

  The Company understands the importance of its human resources and has
  a policy to develop its human resources in order to improve their
  skills and capabilities through both external and internal training
  programs. The programs offer varieties of subjects, including various
  professional fields, safety, health-related and environmental issues,
  information technology, English language and management. The training
  programs can be divided as follows:

  1. New employees’ orientation: every new employee must attend an
  orientation for department / division / unit and must receive
  on-the-job training.

  2. Mandatory training: training program on subjects which every
  employee must know and participate.

  3. Division / unit training: training program to improve specific
  skills and expertise for each department/ division/ unit. This
  includes both internal and external training.

  4. Managerial training: for managers to be able to manage his/ her
  department / division effectively.

  In addition, the Company has the policy to grant scholarships to
  employees for the nurse aid certificate programs, bachelor of nursing,
  and masters degrees in various majors.