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, the Governing Board of Bumrungrad International Hospital,
  Bangkok and the Investment Committee. Details of each committee are as
  follows:

Board of Directors

  The Company’s Board of Directors as at 31 December 2009 consists of
  the following:

  1. Mr. Chai Sophonpanich Chairperson

  2. Dr. Chanvit Tanphiphat, MD Vice Chairperson, Member of the
  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. Chong Toh Director, Member of the Nomination and Remuneration
  Committee

  7. Dr. Jennifer Lee, MD Director

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

  9. Ms. Sophavadee Uttamobol Director, Chairperson of the Audit
  Committee

  10. Mr. Soradis Vinyaratn Director, Member of the Audit Committee

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

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

Legal Binding of the Company

  Any two authorized directors, except Mr. Chong Toh, sign and affix the
  Company’s seal.

Term of Directors

  At annual general meeting of shareholders, one-third of the directors
  shall retire from office. If the number of directors is not a multiple
  of three, then the number nearest to one-third shall retire from
  office. Retiring directors shall be those who have served longest in
  office. Those who retire by rotation are eligible for re-election.

Duties and Responsibilities of the Board of Directors

  The duties and responsibilities of the Board of Directors, which are
  described in the Board of Directors’ Charter, 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 2009 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.

  Ms. Sophavadee Uttamobol is the Audit Committee member who has the
  knowledge and experience in reviewing the Company’s financial
  statements.

Term of the Audit Committee

  The Audit Committee has a term of three years. Members of the Audit
  Committee may be re-elected upon expiration of the term.

Duties and Responsibilities of the Audit Committee

  The duties and responsibilities of the Audit Committee, as described
  in the Audit Committee’s Charter, are as follows:

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

2.  To review the Company internal control system, internal audit system
    and risk management system 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 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 2009
  comprises the following:

  1. Mr. Boonpakorn Chokwathana Chairperson

  2. Dr. Chanvit Tanphiphat, MD Member

  3. Mr. Chong Toh Member

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

Term of the Nomination and Remuneration Committee

  The Nomination and Remuneration Committee has a term of three years.
  Members of the Nomination and Remuneration Committee may be re-elected
  upon expiration of the term.

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, 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 2009 comprises the following:

  1. Dr. Chanvit Tanphiphat, MD Chairman

  2. Mr. James Matthew Banner Secretary

  3. Dr. Chamaree Chuapetcharasopon, MD Member

  4. Dr. Oradee Chandavasu, MD Member

  5. Dr. Rujapong Sukhabote, MD Member

  6. Dr. Sira Sooparb, MD Member

  7. Ms. Sophavadee Uttamobol Member

  8. Dr. Vatana Supromajakr, MD Member

  9. Dr. Visuit Vivekaphirat, MD Member

  10. Dr. Sinn Anuras, MD Ex officio

  11. Mrs. Lee Chan Yow Ex officio

  12. Ms. Karen Carter Ex officio

Term of the Governing Board

  The Governing Board has a term of two years. Members of the Governing
  Board may be re-elected upon expiration of the term.

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 2009 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

Term of the Investment Committee

  The Investment Committee has a term of three years. Members of the
  Investment Committee may be re-elected upon expiration of the term.

Duties and Responsibilities of the Investment Committee

  The duties and responsibilities of the Investment Committee, in
  accordance with Investment Committee’s Charter, are as follows:

1.  To consider investment opportunities, its appropriateness and
    feasibilities, and investment structure of each investment project.
    Investment projects include the Company’s annual capital
    expenditure, expansion and renovation of the Bangkok hospital
    facilities, investment and / or joint-venture, by the Company,
    subsidiary or affiliate, in new project, business or company both
    within Thailand or abroad.

2.  To consider financial status of the Company in order to evaluate the
    Company’s investment capacity.

3.  To recommend investment projects which have been considered by the
    Investment Committee to the Board of Directors for approval.

4.  To perform other duties relevant to the Investment Committee as may
    be assigned by the Board of Directors.

Management

  The Company’s Management as at 31 December 2009 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. Mr. James Matthew Banner Chief Executive Officer,

  Bumrungrad International Hospital, Bangkok

  8. Mrs. Lee Chan Yow Chief Financial Officer,

  Bumrungrad International Hospital, Bangkok

  9. 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 qualifications
  of 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.

  The process for electing directors in a shareholders’ meeting is 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 voting
    right of the Company, the Company’s parent company, subsidiary
    company, associate company, major shareholder or controlling person,
    inclusive of the shares held by related persons of such independent
    director.

2.  Is not an executive director, employee, staff, advisor with salary,
    or controlling person of the Company, the Company’s parent company,
    subsidiary company, associate company, subsidiary company of the
    same level, major shareholder or controlling person (at present and
    two years prior to the appointment).

3.  Is not related, whether by blood or legal registration as father,
    mother, spouse, sibling and child, including spouse of children,
    with the management, major shareholder, controlling person or those
    who will be nominated as management or controlling person of the
    Company or subsidiary.

4.  Does not have business relationship with the Company, the Company’s
    parent company, subsidiary company, associate company, major
    shareholder or controlling person, in the manner which may interfere
    with his independent judgment, and neither is a significant
    shareholder or controlling person of any person having a business
    relationship with the Company, the Company’s parent company,
    subsidiary company, associate company, major shareholder or
    controlling person (at present and two years prior to the
    appointment), with details as per rules and regulations of the
    Securities and Exchange Commission, Thailand.

5.  Is not an auditor of the Company, the Company’s parent company,
    subsidiary company, associate company, major shareholder or
    controlling person, and is not a significant shareholder,
    controlling person, or partner of an audit firm which employs
    auditors of the Company, the Company’s parent company, subsidiary
    company, associate company, major shareholder or controlling person
    (at present and two years prior to the appointment).

6.  Is not a provider of any professional services including as legal
    advisor or financial advisor who receives service fees exceeding
    Baht two million per year from the Company, the Company’s parent
    company, subsidiary company, associate company, major shareholder or
    controlling person, and is not a significant shareholder,
    controlling person or partner of the provider of professional
    services (at present and two years prior to the appointment).

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

8.  Does not undertake any business in the same nature and in
    competition to the business of the Company or the Company’s
    subsidiary company, or is not a significant partner in a partnership
    nor an executive director, employee, staff, advisor with salary or
    holding shares exceeding one per cent of the total number of shares
    with voting rights of another company which undertakes business in
    the same nature and in competition to the business of the Company or
    its subsidiary company.

9.  Does not possess any other characteristics that deter the ability to
    express independent opinions with regards to the Company’s business
    operations.

  In 2009, none of the Company’s independent directors have business
  relationship or provide professional services to the Company of over
  Baht two million, which is in accordance with the regulations
  stipulated by the Capital Market Supervisory Board.

9.3 Remuneration of Directors, Committees and Management

Directors’ Remuneration and Committees’ Remuneration

  Remuneration of Directors, the Audit Committee and the Nomination and
  Remuneration Committee for the year ended 31 December 2009 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      4/4         300,000        100,000        400,000                                                              400,000
         Lisahapanya                                                                                                                    

  4      Mr. Curtis John 4/4         300,000        100,000        400,000                                                              400,000
         Schroeder                                                                                                                      

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

  6      Mr. Chatri      0/1         50,000         -              50,000                                                               50,000
         Sophonpanich*                                                                                                                  

  7      Dr. Anant       1/1         50,000         25,000         75,000                                                               75,000
         Tejavej, MD*                                                                                                                   

  8      Dr. John        1/1         50,000         25,000         75,000                                                               75,000
         Yangpichitt,                                                                                                                   
         MD*                                                                                                                            

  9      Dr. Khun Swanya 1/1         50,000         25,000         75,000                                                               75,000
         Dej-Udom, MD*                                                                                                                  

  10     Mrs. Kulathida  1/1         50,000         25,000         75,000                                 1/1            25,000         100,000
         Sivayathorn*                                                                                                                   

  11     Mr. Chong Toh   4/4         300,000        100,000        400,000                                                              400,000

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

  13     Mr. Felix       2/3         175,000        50,000         225,000                                                              225,000
         Herlihy**                                                                                                                      

  14     Dr. Jennifer    1/1         125,000        25,000         150,000                                                              150,000
         Lee, MD**                                                                                                                      

  15     Ms. Sophavadee  4/4         300,000        100,000        400,000     5/5         200,000                                      600,000
         Uttamobol                                                                                                                      

  16     Mr. Soradis     4/4         300,000        100,000        400,000     5/5         125,000                                      525,000
         Vinyaratn                                                                                                                      

  17     Mr. Boonpakorn  4/4         300,000        100,000        400,000     5/5         125,000        2/2            80,000         605,000
         Chokwathana                                                                                                                    

         Total                       3,700,000      1,255,000      4,955,000               450,000                       155,000        5,560,000
  ----------------------------------------------------------------------------------------------------------------------------------------------------

* Mr. Chatri Sophonpanich, Dr. Anant Tejavej, MD, Dr. John Yangpichitt,
MD, Dr. Khun Swanya Dej-Udom, MD, and Mrs. Kulathida Sivayathorn
resigned from the position of the Company’s director effective 1 March
2009.

** Dr. Jennifer Lee, MD was appointed the Company’s director to replace
Mr. Felix Herlihy by the Board of Directors’ Meeting No. 3/2009 on 5
August 2009.

  In 2009, the Investment Committee did not hold any meetings as there
  were no agendas concerning investments for consideration. Therefore,
  there was no remuneration paid to the Investment Committee in 2009.

  In 2009, the Governing Board held 6 meetings. Total remuneration of
  Baht 0.72 million was paid to the members of the Governing Board in
  2009.

  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.

  An independent director of the Company, Mr. Boonpakorn Chokwathana, is
  also a director of Bumrungrad Medical Center Limited, a subsidiary of
  the Company. In 2009, Mr. Boonpakorn Chokwathana did not receive any
  remuneration from Bumrungrad Medical Center Limited.

Remunerations of Management

  In 2009, the total remuneration of the 10 executives of the Company
  amounted to Baht 88.27 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 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 receive comprehensive, sufficient and timely news and information
  through easily accessible channels; rights to express their opinions;
  rights to participate in making decisions on important issues, such as
  election of directors, approval of important transactions that affect
  the direction of the business and operation of the Company, amendment
  of memorandum of association and articles of association of the
  Company.

  In 2009, the Company has implemented the following to encourage and
  facilitate the exercise of shareholders’ rights in the annual general
  meeting of shareholders:

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 of shareholders and to nominate candidates
    with appropriate knowledge, abilities and qualifications to be
    considered for the position of the Company's director in advance
    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 agendas which include 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 documents in order to protect shareholders’
    rights to attend the shareholders’ meeting, together with their
    rights to vote. Moreover, the invitation letter to the 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 use of voting cards. This helps
    accelerate and ensure the accuracy of the registration and vote
    counting process. In addition, shareholders are able to register
    after the meeting has started to exercise their rights to vote on
    agendas that have not been voted. Upon completion of the meeting,
    shareholders are able to verify the details.

5.  Before going into each agenda, the Chairman of the Board of
    Directors, who acts as chairman of the meeting, assigns the Company
    Secretary to inform the meeting of the voting process for each
    agenda. During the meeting, the chairman of the meeting gives all
    shareholders the opportunity to comment, ask questions or give
    opinions and suggestions on any agenda item. 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, with details on voting results of
    each agenda. 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.

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, and has 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.  For shareholders who are unable to attend the shareholders’ meeting,
    the Company provides proxy forms which allow shareholders to specify
    their vote on each agenda. The proxy forms, which are in accordance
    with the format provided by the Ministry of Commerce, 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. Moreover, there are no changes
    to the important information in the shareholders’ meeting.

4.  The Company sees the importance of the consideration on 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 Securities and Exchange
    Commission and the Stock Exchange of Thailand. For these
    transactions, directors, management and those who are related
    persons do not participate in the consideration to approve such
    transactions.

5.  The Company provides oversight and control to prevent improper use
    of inside information. Details can be found in 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,
  and rights to receive fair returns, the Company also provides equal
  and timely information to all shareholders, and gives all 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 take customer
  complaints and to monitor and continuously improve the quality of the
  care provided to all patients, taking into consideration patients’
  needs and suggestions. In addition, the Company has engaged a
  third-party consultant to measure the hospital’s customer engagement
  level, in order to continuously improve the hospital’s services for
  patients and to maintain patients’ long-term relationships with the
  hospital.

  Employees: The Company believes that its employees are valuable
  resources and therefore gives all employees 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
  an individual development plan (IDP) for each employee, as well as
  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 holds Town Hall Meetings to provide
  opportunities for employees to voice their opinions or complain to
  management directly, implements an Innovation Program where employees
  are able to propose suggestions to improve work process and services,
  and has an employee recognition program to increase employees’ morale.
  The Company believes that work efficiency is a result of employees’
  loyalty to the Company and therefore is committed to continuously
  build and assess the employees’ engagement with the Company, in order
  to improve its human resources management.

  Suppliers / Contractors: The Company has a purchasing policy that is
  fair to all parties concerned. In addition, the Company abides by the
  terms and conditions of agreements and contracts with all suppliers
  and contractors and ensures timely payment to all suppliers and
  contractors.

  Creditors: The Company is committed to giving information with
  accuracy and transparency to creditors, abides by loan agreements and
  loan covenants, and ensures timely payments. The Company believes that
  good relationships with creditors, including building credibility and
  trust, are a responsibility of the Company towards its creditors.

  Competitors: The Company competes with competitors within the rules
  and regulations, and treats competitors fairly and with integrity. The
  Company focuses on competition in the area of quality and efficiency
  of 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 Hearts Program: The program provides underprivileged cardiology
  patients with surgeries. The program is a five-year program from
  2008-2012 and is a collaboration among the Company, the 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 ten years of the programs, 549
  scholarships have been granted. The programs are detailed as follows:

  2.1 Youth Career Development Program (YCDP): In cooperation with
  UNICEF, the Company sponsors the Thailand Nursing Council’s accredited
  practical nurse certificate programs for underprivileged girls
  graduated from high schools 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
  aides and practical nurses with opportunities to continue their study
  for a Bachelors Degree in Nursing through its scholarship program. The
  Company also provides internship training programs during school
  breaks and employment opportunities upon graduation.

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

  3. Thomson Mobile Clinic: Since 2001, the Company, together with the
  Bumrungrad Hospital Foundation and the Thomson Foundation, provides
  free healthcare to underprivileged communities in Bangkok through its
  mobile units. In 2009, the Mobile Clinic Program treated 20,187
  patients and donated over 25 tons of rice. In the nine years of this
  program, the Company, the Bumrungrad Hospital Foundation and the
  Thomson Foundation have treated over 174,000 patients and donated over
  152 tons of rice.

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

  5. Blood Donation: The Company, together with the Thai Red Cross
  Society, organizes quarterly blood donation activities at Bumrungrad
  International Hospital, Bangkok. Doctors, employees and the public are
  invited to join. In 2009, there were 538 donors with 451 blood units.

  6. Planting of Mangrove Forest: The Company has sponsored employees to
  plant a mangrove forest in order to help restore the ecology system
  and the environment, as well as to build teamwork and harmony among
  employees.

  7. Habitat for Humanity to Build 82 Homes in Chiang Mai: The Company
  sent hospital volunteers to help build a house for one of the
  families, and is the official medical provider for Habitat volunteers
  from around the world. Habitat for Humanity’s 2009 Jimmy & Rosalynn
  Carter Work Project built 82 homes for needy Thai families as a
  present for the King of Thailand, His Majesty King Bhumibol Adulyadej,
  in honor of his 82^(nd) birthday, during 15-20 November 2009.

  8. 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. The Company also ensures it
  abides by the rules and regulations of the Securities and Exchange
  Commission and the Stock Exchange of Thailand.

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

  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, the website of the Stock
  Exchange of Thailand, and other communication channels, such as the
  Company’s website in the Investor Relations section, which are
  consistently updated, in both Thai and English, quarterly analyst
  meetings (four times in 2009), roadshows and investor conferences,
  both in Thailand and overseas, including the United Kingdom,
  Singapore, Hong Kong and Japan (seven times in 2009) and investor
  meetings and conference calls (82 times in 2009). In addition, the
  Company holds press conferences to update important events of the
  Company, in order to disseminate information to the public.

  Furthermore, the Company has Company Secretary and Investor Relations
  Department to facilitate interested investors and shareholders.
  Information can be requested by phone at 02-667-2010, 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 is comprised 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 the Board of Directors can be found in Section 9.1
  Management Structure.

  As at 31 December 2009, there are 11 directors, as follows:

  1. Non-executive directors: Four non-executive directors, which are
  Mr. Chai Sophonpanich, Dr. Chanvit Tanphiphat, MD, Mr. Chong Toh, and
  Dr. Jennifer Lee, MD.

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

  3. Independent directors: Three independent directors who possess the
  qualifications as stipulated by the Securities and Exchange
  Commission, and are also Audit Committee members, comprising Ms.
  Sophavadee Uttamobol, Mr. Soradis Vinyaratn, and Mr. Boonpakorn
  Chokwathana.

  At present, the three independent directors account for 27% of total
  Board of Directors. The Company is in the process of adding another
  independent director in the annual general meeting of shareholders for
  the year 2010, as the addition of a director position must be approved
  by the shareholders’ meeting. After such addition, the Company’s
  independent directors will not be less than one-third of the Board of
  Directors, and will 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 the Board of Directors and management. The 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 as per such strategies.
  Therefore, the Chairman of the Board of Directors is not the same
  person as the Managing Director.

  The Chairman of the Board is not an executive director and is not
  involved in managing the Company. Management is assigned the
  responsibility of implementing the business plan and strategies, and
  controlling expenses and investments as approved in the budget by the
  Board of Directors.

  Directorship Positions in other Listed Companies: The Company realizes
  the value of experience that directors receive from being directors in
  other companies. The Company therefore has the policy that directors
  may hold board positions in not more than eight 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 in the Company’s subsidiaries
  and affiliated companies, the Managing Director, the Group Chief
  Executive Officer, and the Company’s management are allowed to hold
  director and/or independent director positions in not more than three
  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
  preparing minutes of such meetings and annual reports, and for
  safekeeping documents as required by rules and regulations. In
  addition, the Company Secretary is responsible for advising the Board
  of Directors and management regarding rules and regulations related to
  listed companies and corporate governance policies.

Committees

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

  1. Audit Committee is responsible for reviewing the financial reports,
  internal control system, internal audit system, and risk management
  system, and for selecting and coordinating with the Company’s auditor.
  The Audit Committee consists of three independent directors. In 2009,
  the Audit Committee held five meetings and reported their meeting
  results to the Board of Directors. Details of attendance of Audit
  Committee members are in Section 9.3 Remuneration of Directors,
  Committees and Management.

  2. Nomination and Remuneration Committee is responsible for selecting
  and proposing candidates for the positions of director and committee
  member to Board of Directors for approval, and for setting appropriate
  compensation. The Nomination and Remuneration Committee consists of
  one independent director, who is the chairman of the Nomination and
  Remuneration Committee, and two non-executive directors. In 2009, the
  Nomination and Remuneration Committee held two meetings and reported
  their meeting results to the Board of Directors. Details of attendance
  of Nomination and Remuneration Committee members are in Section 9.3
  Remuneration of Directors, Committees and Management.

  3. Governing Board of Bumrungrad International Hospital, Bangkok is
  responsible for implementing the Hospital Policy, promoting patient
  safety and performance improvement, and providing quality patient
  care. The Governing Board consists of two directors, two management,
  and five physicians. In 2009, the Governing Board held six meetings.

  4. Investment Committee is responsible for considering investment
  projects before proposing to the Board of Directors for approval. The
  Investment Committee consists of one independent director, two
  non-executive directors and two executive directors. Because there
  were no investment projects for consideration, the Investment
  Committee did not have a meeting in 2009.

Roles, Duties and Responsibilities of the Board of Directors

  The Board of Directors has responsibilities towards all shareholders,
  both major and minority shareholders, to ensure that the Company
  conducts its business and implements corporate governance practices in
  accordance with its objectives and policies for the highest benefit of
  shareholders, with care and integrity, under business ethical values,
  taking into account the interests of all stakeholders and under laws
  and the articles of association of the Company. Duties and
  responsibilities of the 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, fairness and transparency, as well as strictly follows
  the rules and regulations of the Stock Exchange of Thailand and the
  Securities and 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 reports,
  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. The Board of Directors
  holds four regular meetings every year (held quarterly), of which the
  schedule is set in advance for the entire year, and holds
  extraordinary meetings as necessary to consider matters which are
  important and urgent. In 2009, there were four 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 the Chairman of
  the Board together with the Managing Director. Moreover, each director
  is given opportunities to propose issues as agendas. The Company
  Secretary prepares and distributes 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 lasts two hours. For the consideration of each
  agenda, the Chairman of the meeting allocates sufficient time for
  management to present adequate details on the agenda and for directors
  to discuss the matter carefully, and gives directors the opportunity
  to express their opinions in the meeting independently. The majority
  vote is the passing resolution for each agenda, where one director has
  one vote. In case any director has a personal conflict of interest,
  such director will leave the meeting and/or does not vote on that
  particular matter. If the voting result is equal, the Chairman of the
  meeting has the casting vote. In addition, senior management are
  invited to attend 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.

  Upon completion of each meeting, the Company Secretary is responsible
  for documenting and distributing minutes for adoption at 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, which are signed by the
  Chairman of the Board of Directors, both in the form of hard copies
  and electronic files, along with supporting documents available for
  directors’ and relevant persons’ verification and reference.

Remuneration of the Board of Directors and Management

  The Company provides appropriate remuneration for the Board of
  Directors and management. The remuneration of the Board of Directors
  in the form of annual remuneration and meeting remuneration has been
  approved by shareholders’ meetings. The consideration of directors’
  remuneration takes into account that 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 bonuses,
  taking into consideration the responsibilities and performance of each
  person and performance of the Company.

  Details of 2009 remuneration of each individual director, which has
  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 has a director’s manual which summarizes related laws,
  rules and regulations, so that directors are informed of their roles,
  responsibilities and guidelines for the position as a director. For
  newly appointed directors, the Company informs them of information
  which is important for fulfilling the duties of the Company’s
  directors, which includes the Company’s background information,
  business strategy and director’s manual.

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

  A majority of the Board of Directors, seven directors, have passed IOD
  training courses, as follows:

  ------------------- ---------- --------------- --------------- ----------- --------------
                      Chairman   Director        Director        Audit       Role of
                      Program    Certification   Accreditation   Committee   Compensation
                                 Program (DCP)   Program (DAP)   Program     Committee
                                                                 (ACP)       (RCC)

  Mr. Chai            /          /                                           
  Sophonpanich                                                               

  Mrs. Linda                     /                                           
  Lisahapanya                                                                

  Mr. Curtis John                /                                           
  Schroeder                                                                  

  Mr. Chong Toh                                  /                           

  Ms. Sophavadee      /                          /               /           
  Uttamobol                                                                  

  Mr. Soradis                                    /                           
  Vinyaratn                                                                  

  Mr. Boonpakorn                 /               /                           /
  Chokwathana                                                                
  ------------------- ---------- --------------- --------------- ----------- --------------

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 and to the
  Company 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 2009, the Company has total of 3,259 staff, and can
  be divided as follows:

  Nursing 1,539

  Hospital operations 1,244

  Support staff 476

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

  Salaries Baht 911,008,367

  Bonus Baht 164,993,740

  Provident Fund Baht 38,544,062

  Other Benefits Baht 362,428,228

  Total Baht 1,476,974,397

  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 the individual development plan (IPD),
  as well as 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.