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  8. Management Structure

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Organization Structure

Keppel Thai Properties Public Company Limited

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  ---------------- ------------ ----------- -------------- ------------ ------------ ------------ -----------
  * Human          * Finance    * Sales     * Project      * Compliance * Investment * Property   *Customer

  Resources        * Accounting * Marketing Management     * Legal      and Research Management   Service

  * Administration                          * Construction                                        

  * Procurement                             Management                                            

  * IT                                                                                            
  ---------------- ------------ ----------- -------------- ------------ ------------ ------------ -----------

(as of 31 December 2009)

8.1 Management Structure

The Company has a management structure including Board of Directors,
Audit Committee and Executive Committee as follows:

1.  Board of Directors

  The Board of Directors consists of:

  ---- ----------------------------- -------------------------------------
       Name-Surname                  Position

  1.   Mr. Ang Wee Gee               Chairman of the Board of Directors

  2.   Mr. Choo Chin Teck            Director

  3.   Mr. Lim Kei Hin               Director

  4.   Mr. Linson Lim Soon Kooi      Director

  5.   Mr. Wong Yew Siong            Director

  6.   Mr. Pisit Vilaivongse         Director

  7.   Mrs. Jiraporn Pimpoorash      Independent Director

  8.   Mr. Somprasong Makkasaman     Independent Director

  9.   Prof. Chukiat Pramoolpol      Independent Director
  ---- ----------------------------- -------------------------------------

-   Mrs. Yeo Kah Tiang resigned as director with effect from 29 May 2009
    and Mr. Lim Kei Hin was appointed as replacement director on 11
    August 2009.

  Authorized Directors of the Company

  The directors who are authorized to sign on behalf of the Company are
  “Any two signatories of Mr. Ang Wee Gee, Mr. Wong Yew Siong, Mr.
  Linson Lim Soon Kooi or Mr. Pisit Vilaivongse with the affixed
  Company’s seal”

  Roles, Duties and Responsibilities of the Board of Directors

1.  To operate the Company’s business by performing their duty with
    responsibility, care, integrity and complying with objectives,
    articles of association, shareholders’ resolutions, boards’
    resolutions and laws, except for any decision or operation required
    by laws, notifications, rules and regulations of the Securities and
    Exchange Commission and the Stock Exchange of Thailand that shall
    require Shareholders’ Meeting approval before doing such operation.

2.  To set objectives, directions, policies, target plans and budgets of
    the Company.

8.1.2 Audit Committee

The Audit Committee consists of:

  ---- ----------------------------- ------------------------------------
       Name-Surname                  Position

  1.   Mrs. Jiraporn Pimpoorash      Chairman of the Audit Committee

  2.   Mr. Somprasong Makkasaman     Audit Committee Member

  3.   Prof. Chukiat Pramoolpol      Audit Committee Member
  ---- ----------------------------- ------------------------------------

  Roles, Duties and Responsibilities of the Audit Committee

  The Audit Committee has authority and duty to conduct any matters
  within the scope of responsibility and report to the Board of
  Directors as follows:

1.  To review the financial statements for accuracy and proper
    disclosure as required by Accounting Standards and relevant laws.

2.  To review whether management has set an appropriate and effective
    internal control and internal audit system.

3.  To review the business operation in accordance with the requirement
    of the Securities and Exchanges Act, Rules and Principle Standards
    of the Stock Exchange of Thailand or any law related to the
    Company’s business.

4.  To consider, select and nominate an independent person to be the
    Company’s auditor, and to propose such person’s remuneration, as
    well as to attend the meeting separately with external auditors to
    discuss any matters without the presence of management at least once
    a year.

5.  To consider the connected transactions or any conflict of interests
    to comply with related laws and regulations of compliance agencies
    to ensure that such transaction is transparent.

6.  To consider the Company’s information disclosure of connected
    transactions, conflict of interests or any operations which cause
    significant impact on the Company to ensure transparency, accuracy
    and completeness.

7.  To prepare report of the Audit Committee activities for disclosure
    in the Company’s annual reports which must be signed by the Chairman
    of the Audit Committee.

8.  To perform any other act as assigned by the Board of Directors with
    the approval of the Audit Committee.

8.1.3 Executive Committee

  The Executive Committee consists of:

  ----- -------------------------------- ---------------------------------
        Name-Surname                     Position

  1.    Mr. Ang Wee Gee                  Chairman of the Executive
                                         Committee

  2.    Mr. Linson Lim Soon Kooi         Executive Committee Member

  3.    Mr. Wong Yew Siong               Executive Committee Member

  4.    Mr. Pisit Vilaivongse            Executive Committee Member
  ----- -------------------------------- ---------------------------------

  Roles, Duties and Responsibilities of the Executive Committee

1.  To operate the daily business of the Company in line with the
    Company’s policy and budgets. Setting the directions, targets,
    organization and business operations of the Company and monitoring
    the Company’s performance in achieving strategies.

2.  To approve any issues concerning with conflict of interests to the
    Company and its subsidiaries, this must always be sought for
    approval from the meeting of Audit Committee and the Board of
    Directors.

3.  To perform any operations assigned by the Board of Directors and to
    approve any other business operations of the Company as per their
    responsibilities.

8.1.4 Company Secretary

  During 2009, Mr. Pisut Areemit resigned from the Company effective
  from 30 June 2009. The Company appointed Miss Yodjuta Kunjara Na
  Ayudhya as Company Secretary for replacement effective from 11 August
  2009.

8.2 Directors’ Remuneration

Total remuneration of Directors in 2009 for 12 persons (including
directors who resigned during the year) is Baht 2,229,976.96. The
Company’s policy for remuneration of Directors is reviewed and approved
by the Board of Directors Meeting and proposed for Shareholders’
approval at the Annual General Meeting.

(as of 31 December 2009)

+---+---------------------------------+----------------+---------------+
|   | Name-Surname                    | Amount         | Actual Paid   |
|   |                                 | Approved       | Per Year      |
|   |                                 |                |               |
|   |                                 | Per Month      |               |
+---+---------------------------------+----------------+---------------+
| 1 | Mr. Ang Wee Gee                 | 30,000         | 360,000.00    |
| . |                                 |                |               |
+---+---------------------------------+----------------+---------------+
| 2 | Mr. Wong Yew Siong              | 20,000         | 240,000.00    |
| . |                                 |                |               |
+---+---------------------------------+----------------+---------------+
| 3 | Mr. Choo Chin Teck              | 20,000         | 240,000.00    |
| . |                                 |                |               |
+---+---------------------------------+----------------+---------------+
| 4 | Mrs. Yeo Kah Tiang*             | 20,000         | 100,000.00    |
| . | (resignation effective from 29  |                |               |
|   | May 2009)                       |                |               |
+---+---------------------------------+----------------+---------------+
| 5 | Mr. Linson Lim Soon Kooi        | 20,000         | 240,000.00    |
| . |                                 |                |               |
+---+---------------------------------+----------------+---------------+
| 6 | Mr. Wee Boong Leong*            | 20,000         | 34,285.71     |
| . | (resignation effective from 20  |                |               |
|   | Feb. 2009)                      |                |               |
+---+---------------------------------+----------------+---------------+
| 7 | Mr. Pisit Vilaivongse           | 20,000         | 240,000.00    |
| . |                                 |                |               |
+---+---------------------------------+----------------+---------------+
| 8 | Mrs. Jiraporn Pimpoorash        | 20,000         | 240,000.00    |
| . |                                 |                |               |
+---+---------------------------------+----------------+---------------+
| 9 | Mr. Somprasong Makkasaman       | 20,000         | 240,000.00    |
| . |                                 |                |               |
+---+---------------------------------+----------------+---------------+
| 1 | Prof. Chukiat Pramoolpol        | 20,000         | 240,000.00    |
| 0 |                                 |                |               |
| . |                                 |                |               |
+---+---------------------------------+----------------+---------------+
| 1 | Mrs. Siraaksorn Sirison*        | 20,000         | 32,142.86     |
| 1 | (resignation effective from 18  |                |               |
| . | Feb. 2009)                      |                |               |
+---+---------------------------------+----------------+---------------+
| 1 | Mr. Lim Kei Hin**               | 20,000         | 93,548.39     |
| 2 |                                 |                |               |
| . |                                 |                |               |
+---+---------------------------------+----------------+---------------+
|   | Total of Remuneration           |                | 2,229,976.96  |
+---+---------------------------------+----------------+---------------+

-   Mrs. Yeo Kah Tiang, Mr. Wee Boong Leong and Mrs. Siraaksorn Sirison
    resigned as director during 2009

  ** Mr. Lim Kei Hin became a director with effect from 11 August 2009

8.3 Corporate Governance

The Company is committed to high standards of corporate governance to
ensure that self-regulatory controls are adhered to protect
shareholders’ interest and enhance long-term shareholders’ value. The
Company has complied with the principles of the best practice of The
Stock Exchange of Thailand as follows:

(1) Right of Shareholders

The Company recognizes the importance of basic rights of the
shareholders including the equal right to attend the shareholders’
meeting, the right to appoint a proxy to attend the meeting and vote on
their behalf, the right to vote for appointment or removal of directors,
the right to vote for appointment of auditor and determination of
remuneration, the right to vote for material matters, the right to make
an opinion and the right to receive sufficient information timely. In
addition, the Company has also introduced the barcode system to register
and print out voting slips for each agenda to facilitate and provide
convenience to the shareholders during the registration process.

Moreover, the Company recognizes the importance of accurate, complete
and transparent disclosure to the shareholders for the periodic
operating financial results and other relevant information through the
Stock Exchange of Thailand and the Company’s website in both Thai and
English to ensure that shareholders have access to information
throughout.

(2) Equitable Treatment of Shareholders

The Company recognizes the equitable treatment for all shareholders. The
Company has policy to disclose complete, accurate and transparency for
the Company’s information including Shareholder’s rights to attend the
meeting and processes the shareholder meeting procedures as specified by
laws and regulations of the Stock Exchange of Thailand.

(3) Role of Stakeholders

The Company recognizes equitable treatment and legal rights of all
stakeholders such as shareholders, customers, business partners,
managements, employees, creditors, community, environment and societies.
All stakeholders aforesaid shall be treated fairly in accordance with
their legal rights as specified in relevant laws and regulations.

(4) Disclosure and Transparency

The Company ensures information disclosure on financial or any other
issues, which are beneficial to related parties. The Company has
disclosed all information through various communication channels such as
system of the Stock Exchange of Thailand and Company’s website in
accordance with relevant regulations of related offices such as Bank of
Thailand, the Securities of Exchange Commission and Accounting
Standards.

(5) Responsibility of the Board

    1.  Structure of the Board of Directors

  The Board of Directors of the Company consists of directors with
  varied qualifications, skills, experience and expertise that are
  beneficial to the Company and in accordance with the Stock Exchange of
  Thailand’s requirements. The appointment of directors are in
  accordance with the principles and procedures of laws and articles of
  association of the Company. Presently, the Board of Directors consists
  of:

  - Management Directors 4 persons

  - Non-Management Directors 2 persons

  - Independent Directors 3 persons

2.  Sub-Committees

  5.2.1 Executive Committee

  The Executive Committee consists of four Non-Executive Directors with
  competence and expertise to oversee the business, assets, affairs and
  performance of the Company. The Executive Committee focuses its
  activities regularly on the key requirements and policy of the
  Company.

5.2.2 Audit Committee

  The Audit Committee consists of three Independent Directors and
  Chaired by Mrs. Jiraporn Pimpoorash who has adequate accounting and
  financial management expertise and experience. The other members are
  Mr. Somprasong Makkasaman and Professor Chukiat Pramoolpol who have
  sufficient financial management and legal knowledge with related
  experience to discharge their responsibilities as members of the Audit
  Committee. The Audit Committee is appointed by the Board of Directors
  in accordance with the requirement of the Stock Exchange of Thailand
  and perform their duties including supporting good corporate
  governance.

  The Audit Committee convenes at least four times a year to review the
  Company’s business operation.

3.  Remuneration for Directors and Management

  The Company has a clear remuneration policy for directors and
  management, which corresponds to the financial status of the Company
  and is approved by the Shareholders’ Meeting. The details of
  Director’s remuneration is explained in the Management Structure
  section of Director’s remuneration.

  Roles, Duties and Responsibilities of the Board of the Directors

  The principal functions of the Board of Directors are as follows:

1.  Review and approve the Company’s corporate policy and the
    authorization matrix.

2.  Provide full and timely information disclosure to shareholders.

3.  Be accountable to all shareholders by using the best efforts to
    enhance shareholders’ value.

4.  To manage the Company in accordance with relevant laws, objectives
    and articles of association of the Company including shareholders’
    resolutions.

5.  Review, and where required, approve the key strategies, objectives
    and plans of the Company and the appropriate financial and
    operational matters.

6.  Advise Management on the significant issues facing the Company.

7.  Oversee processes for evaluating the adequacy of internal controls,
    risk management, financial reporting and compliance, and satisfy
    itself as to the adequacy of such processes.

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

9.  Supervise and appropriately remunerate senior management.

The Board of Directors convenes on a quarterly basis, and will call for
additional meetings as circumstances require. The following reports and
procedures are provided to the Board of Directors to allow it to better
anticipate risks and key drivers ahead of events so that the Management
can make timely decisions. Such reports and procedures include:

- Whistle-Blower Protection System
The purpose of this policy is to encourage the reporting in good faith
of suspected Reportable Conduct by establishing clearly defined
processes through which such reports may be made with confidence that
employees and other persons making such reports will be treated fairly
and protected from reprisal. This policy is another channel to help the
Company to receive information rapidly to fix such problems accurately
and timely.

“Report Conduct” refers to any act or omission by a company employee or
contract worker appointed by the Company, which occurred in the course
of his or her work whether or not the said act is within the scope of
their employment and in the view of Whistle-Blower acting in good faith
is:

(1) dishonest including by not limited to theft or misuse of KTP Group
    Resources;

(2) Fraudulent;

(3) Corrupt;

(4) Illegal;

(5) Other serious improper conduct;

(6) An unsafe work practice or

(7) Any other conduct which may cause financial or non-financial loss to
    KTP or damage to KTP’s reputation.

- Enterprise Risk Management Report
Enterprise Risk Management is a process designed to identify potential
events that may impact the Company caused by changing economic,
financial, social and legal situation, and to specify sufficient
protection and suitable resolution measures including analysis of
circumstances, the probability of risky events occurring to prevent such
risk. KTP’s enterprise risk management process is implemented on a
quarterly basis, and is integrated with Keppel Land Limited’s Enterprise
Risk Management initiatives.

- Internal Audit Report
An Internal Audit is conducted annually to review the adequacy and
effectiveness of the key controls and procedures and processes of the
Company and its subsidiaries. An Internal Audit Report is then generated
to address 3 key areas; the adequacy and effectiveness of existing
internal controls and operational procedures; compliance with
established policies and procedures; and lastly to report on weaknesses
and make recommendations for improvement in the areas reviewed.

8.4 Insider Information Control

The Company carefully monitors conflicts of interest by setting out
clear policies and procedures regarding utilization of sensitive
information affecting trading of the Company’s shares. All Directors and
Management are strictly prohibited to trade in the Company’s securities
within one month before inside information or financial statements are
due to be released publicly. Moreover, all Directors and Management are
also required to report any changes in their Company’s securities
holdings every time when such changes occur to the Stock Exchange of
Thailand.

5.  Personnel

  8.5.1 Total Number of Employees 66 persons

  8.5.2 Total Number of Employees by Department

  A. Human Resources and Administration 10 persons

  B. Finance and Accounting 12 persons

  C. Sales and Marketing 9 persons

  D. Project Management 10 persons

  E. Corporate Services 4 persons

  F. Investment 2 persons

  G. Property Management 4 persons

  H. Customer Focus 15 persons

  *Includes employees in KTP Subsidiaries (as of 31 December 2009)

3.  Human Resources Development Policy

  The Company emphasizes Human Resources Development in capability
  enhancement and good relationship establishment among employees at all
  levels.

  The Human Resources Development Policies of the Company are as
  follows:

1.  Encourage employees to attend internal and external training as
    required and requested.

2.  Nominate employees to participate in International Exchange Program
    held by Keppel Land, Singapore.

3.  Encourage individual employees to develop competencies in order to
    progress in their career paths.

4.  Survey attitude and satisfaction of the employees in various aspects
    towards organization, to obtain suggestions from each employee for
    the benefit of improving organization in the future.

5.  Communicate the core values to build up organizational culture and
    encourage the employees to participate in various activities to
    build up good relationship and teamwork in the organization.