Attachment 3

Others

References

Regulator for Issuing Company

The Securities and Exchange Commission (SEC)

GPF Witthayu Building, 10^(th), 13^(th)-16^(th) floor,

93/1 Wireless Road, Lumpini, Patumwan, Bangkok 10330, Thailand

Telephones 66 (0) 2695 9999 and 66 (0) 2263 6499

Facsimile 66 (0) 2256-7711

Email info@sec.or.th Homepage www.sec.or.th

Regulator for Listed Company

The Stock Exchange of Thailand (SET)

The Stock Exchange of Thailand Building 

62 Ratchadapisek Road, Klongtoey, Bangkok 10110, Thailand

Telephones 66 (0) 2229 2000 and 66 (0) 2229 2222 

Facsimiles 66 (0) 2229 2030 and 66 (0) 2654 5649

Email SETCallCenter@set.or.th Homepage www.set.or.th

Registrar

Thailand Securities Depository Company Limited

The Stock Exchange of Thailand Building, 4^(th)-7^(th) floor,

62 Ratchadapisek Road, Klongtoey, Bangkok 10110, Thailand

Telephone 66 (0) 2229 2800

Facsimile 66 (0) 2359 1259

Email contact.tsd@set.or.th Homepage www.tsd.co.th

Auditor

Ernst & Young Office Limited by

Ms. Rungnapa Lertsuwankul, C.P.A. No. 3516 and/or

Mr. Sophon Permsirivallop, C.P.A. No. 3182 and/or

Ms. Sumalee Reewarabandith, C.P.A. No. 3970

Lake Rajada Office Complex, 33^(rd) floor,

193/136-137 Ratchadapisek Road, Klongtoey, Klongtoey, Bangkok 10110,
Thailand

Telephone 66 (0) 2264 0777

Facsimiles 66 (0) 2264 0789-90

Legal Counselors

Allen & Overy (Thailand) Company Limited

Sindhorn Building 3, 22^(nd) floor,

130-132 Wireless Road, Lumpini, Patumwan, Bangkok 10330, Thailand

Telephone 66 (0) 2263 7600

Facsimile 66 (0) 2263 7699

Linklaters (Thailand) Limited

Capital Tower, All Seasons Place, 20^(th) floor,

87/1 Wireless Road, Lumpini, Patumwan, Bangkok 10330, Thailand

Telephones 66 (0) 2305 8000 and 66 (0) 2654 3130

Facsimiles 66 (0) 2305 8010 and 66 (0) 2654 3131

Amphon, Kittiporn, Anuporn & Associates Law Office

80/2 Trok Sathien, Tanao Road, San Chaoporsua, Phra Nakhon, Bangkok
10200, Thailand

Telephones 66 (0) 2622 0199 - 205

Facsimile 66 (0) 2622 0198

Financial Advisor

-None-

Financial Institutions

Siam Commercial Bank Public Company Limited, Head Office

Siam Commercial Bank Public Company Limited, Thanon Sathorn Branch

Siam Commercial Bank Public Company Limited, Phuket Branch

Kasikorn Bank Public Company Limted, Head Office

Kasikorn Bank Public Company Limted, Silom Branch

Bangkok Bank Public Company Limited, Head Office

Bangkok Bank Public Company Limited, Silom Branch

ATTACHMENT 4

REPORT OF THE AUDIT AND RISK COMMITTEE

REPORT OF THE AUDIT AND RISK COMMITTEE

The Audit and Risk Committee of Laguna Resorts & Hotels Public Company
Limited comprises 3 independent directors and is empowered to:-

-   review the Company’s financial reports, internal controls,
    disclosure of connected transactions and compliance with all
    relevant regulations and laws;

-   recommend special audit plans to the internal auditor;

-   advise management on matters related to the principles of good
    corporate governance;

-   recommend the appointment of the Company’s external auditors and
    their remuneration;

-   review or discuss policies regarding risk assessment and risk
    management and the steps management has taken to monitor and control
    such exposures; and

-   seek to oversee and ensure a continuous process for managing risk.

During 2008 the Audit and Risk Committee convened 5 meetings, 4 of which
were with the Company’s external auditors to review compliance with
accounting and internal controls prior to approving the quarterly
reports and the annual financial statements. These meetings also
included discussions with the Company’s internal audit team to review
and advise on its findings and to follow up on matters arising from the
schedule of work that the Audit and Risk Committee had approved the
internal auditor to undertake during 2008, thereby ensuring that this
work was both sufficient and effective. An additional meeting to the
usual quarterly review meetings was convened by Audit and Risk Committee
in accordance with the best corporate governance practice to review the
connected transaction of the Company to be conducted in compliance with
the SEC Act.

With regard to risk management, the Audit and Risk Committee reviewed
the risk registers of the Company’s major business units with the
Company’s Group Risk Committee. During the review, the Audit and Risk
Committee advised on mitigation measures for identified risks and
checked that the risk management policies and work undertaken by the
Company’s Group Risk Committee continues to be adequate and effective.

Adhering to high standards of best corporate governance practice, the
Audit and Risk Committee reviewed and advised management on the policy
on dealing in securities of the Company which prohibits its Directors,
management and staff members from dealing in listed securities of the
Company while in possession of unpublished material price-sensitive
information in relation to such securities and during the “embargo
period” which is defined as two weeks before the date of announcement of
results for each of the first three quarters of the Company’s financial
year, and one month before the date of announcement of the full-year
financial results. The Audit Committee is therefore in the position to
confirm that the Company has supported and continuously developed its
good corporate governance principles.

Each of the Audit and Risk Committee members attended all the meetings
convened in 2008.

The Audit and Risk Committee is satisfied that the Group’s internal
controls are sufficient both to support its operations and to enable the
external auditors to express an opinion on the financial statements that
they present fairly in all material respects the financial position and
results of the Group’s operations. Where internal control weaknesses
have been detected during the course of the Audit and Risk Committee’s
reviews these have not been considered material and in all cases
management has been alerted and has taken appropriate corrective action.

The Audit and Risk Committee is of the opinion that risk management is
now well understood and practiced throughout the Group and that systems
are generally in place to ensure an ongoing process of risk management.

Despite the complexity of the Group’s structure which primarily arises
from the integration of several resorts at Laguna Phuket, the Audit and
Risk Committee is satisfied that all connection transactions that were
reviewed by it and arose in 2008 were fair and reasonable and had been
entered into on an arms-length basis applying the principles of an open
market transaction between willing parties.

The interests of all shareholders remain the principal objective of the
Audit and Risk Committee. The Company’s operating results and financial
reports are therefore reviewed for transparency and completeness. In
this regard the Audit and Risk Committee has been able to satisfactorily
resolve all matters arising within the terms of its Charter with both
the management and the external and internal auditors.

The Audit and Risk Committee has recommended the Board to re-appoint
Ms. Rungnapa Lertsuwankul, Certified Public Accountant No. 3516 and/or
Mr. Sophon Permsirivallop, Certified Public Accountant No. 3182 and/or
Ms. Sumalee Reewarabandith, Certified Public Accountant No. 3970 of
Ernst & Young Office Limited to be the Company’s auditors for the fiscal
year 2009 with a recommended audit fee of Baht 830,000.

(Mr. Vudhiphol Suriyabhivadh)

Audit and Risk Committee Chairman

13 February 2009

ATTACHMENT 5

REPORT OF THE REMUNERATION COMMITTEE

REPORT OF THE REMUNERATION COMMITTEE

The Remuneration Committee (“RemCo”) of Laguna Resorts & Hotels Public
Company Limited comprises three directors and has the following
objectives,

1.  To formulate and align HR policies and programs for senior
    management to business goals and market practices;

2.  To attract and retain the right people for senior management
    positions in the Company; and

3.  To ensure the Company’s senior management remuneration and benefit
    package remain competitive with the industry’s benchmark.

In the pursuit of its objectives, the RemCo is empowered to perform the
following functions:

1.  Proposes guidelines and makes broad recommendations for the annual
    salary increment and bonus policies for the Company;

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

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

4.  Reports to the Board of Directors on the Remuneration Committee’s
    activities and findings; and

5.  Reviews the Remuneration Committee charter at least once a year and
    recommends modifications to the Board of Directors as needed.

In the interest of good corporate governance which advocates that the
Chairman of the Remuneration Committee should be an Independent Director
and the Chairman of the Board should not be either the Committee
Chairman or a member, Mr Ho Kwon Ping, who is serving as the Chairman of
the Board, voluntarily resigned from his position as Chairman of the
Remco in 2008. The board subsequently elected Dr Jingjai Hanchanlash, an
Independent Director of the Company, as the new RemCo Chairman with
effect from 13 May 2008.

The RemCo met twice in 2008 to deliberate and decide on the level of
annual bonus and salary increment for the Company’s employees for
financial year 2008 and also to review the welfare benefits for senior
management.

(Dr. Jingjai Hanchanlash)

Remuneration Committee Chairman

11 February 2009