8. Management Structure 

Management Organization consists of The Board of Directors, The Audit
Committee and The Executive Board. The details of which are as follows :

The Board of Directors 

As of December 31, 2002. Consists of 8 members :

1. Mr. Taveesak Watcharakkawong Chairman

2. Mr. Chaiyan Chakarakul Director

3. Mr. Suvarn Thansathit Independent Director

4. Mr. Nipath Jitraprasong Independent Director

5. Mr. Suranan Wongvithayakamjorn Independent Director

6. Mr. Nakharin Phinyocheep Director

7. Mr. Prasert Taedullayasatit Director

8. Mr. Nat Sangarsongkogk Director & Company’s Executive

  Secretary

The Audit Committee

Consists of 3 members :

1. Mr. Suvarn Thansathit Chairman of The Audit Committee

2. Mr. Nipath Jitraprasong Member of The Audit Committee

3. Mr. Suranan Wongvithayakamjorn Member of The Audit Committee

The Executive Board

Consists of 4 members :

1. Mr. Chaiyan Chakarakul Executive Chairman

2. Mr. Nakharin Phinyocheep Executive Director

3. Mr. Nat Sangarsongkogk Executive Director

4. Mr. Prasert Taedullayasatit Executive Director

The Management Board

As of December 31, 2002. Consists of 6 members :

1. Mr. Chaiyan Chakarakul Managing Director

2. Mr. Nakharin Phinyocheep Assistant Managing Director

3. Mr. Nat Sangarsongkogk Assistant Managing Director

4.  Mr. Prasert Taedullayasatit Assistant Managing Director

5.  Mr. Narong Sangarsongkogk Senior Project Construction Manager

6.  Mr. Chaiya Larpwarrakitchai Finance & Accounting Manager

Scope of the Audit Committee’s Responsibilities

Scope of duties and responsibilities

(1) Ensure that the company maintain accuracy and sufficient disclosure
of Financial Statements.

(2) Ensure that there is sufficient and efficient internal control and
internal audit, by reviewing with the auditor.

(3) Ensure that the Company performs in accordance with the securities
and exchange laws, regulations of the Stock Exchange of Thailand, and
law concerning the business of the company.

(4) Consider, select, and appoint the Auditor including the
consideration of the auditor’s remuneration package.

(5) Consider the disclosure of the company information for related
transactions that may have conflict of interest with highly concern.

(6) Any other matters assigned by the Board of Directors and approved by
the Audit Committee.

Selection of the New Committees and Directors.

In the absence of the Selection Committee presently, any vacancies of
Executive Committee and Director positions shall be selected and
approved by the Board of Committee meeting. The Board shall consider any
qualified applicant/s through their knowledge, capabilities and related
experiences including some specific qualifications to meet both the
Public Company Law, 1992, section 68, and the SET’S regulations as far
as the public company’s operation is concerned.

Voting criteria in the General Shareholder meeting are as follows:

(1) Each shareholder has one voting point per one stock owned.

(2) Each shareholder is not allowed to make any a locations of his/her
voting points to favor any other one-else but allowed only to vote any
one/group preferred with the whole voting right as owned as indicated in
(1).

(3) Number of candidates with respective highest points gained shall be
appointed to fulfill the vacancies. If any equal points happened, the
Chairman of the meeting shall have the right to decide the right
candidate/s

Remuneration of the Board of Directors of the Company

+----------------+--------------+---------------------+---------------+
| Description    | 2002         |                     |               |
+----------------+--------------+---------------------+---------------+
|                | Number of    | Amount (Million     | Details       |
|                | persons      | Baht)               |               |
+----------------+--------------+---------------------+---------------+
| Committee      | 8            | 0.36                | None          |
|                |              |                     |               |
|                |              | (3 Independent      |               |
|                |              | Committee)          |               |
+----------------+--------------+---------------------+---------------+
| Director and   | 6            | 13.53               | Salary and    |
| Executive      |              |                     | Bonus         |
+----------------+--------------+---------------------+---------------+

Note that in 2002, the Company has appointed 3 new Directors and
management to make total number of 8 members now. The remuneration of
The Company’s Directors in 2002 consists of that for the 3 Audit
Committee Member, which totaled 0.36 million baht. The remaining 5
directors received remuneration as the Company’s high-ranking
executives.

Other Remuneration.

None

Supervision on Business Operations.

The Board of Committee have realized its roles, duties and
responsibilities, as authorized by Company and Shareholders. The
Committee have fully followed all standard practices specified by the
Stock Exchange of Thailand as for as the Public Company operation is
concerned, such as transparent related information provided to
investors, or seeking approval of some specific issues through the
Committee meeting as required. However, the appointments of both
Nominating Committee and remuneration Committee still be pending as the
Company organization on structure is not so complex. However, the Audit
Committee has already been appointed to help manage the internal control
areas as required.

Control on the Company’s streaked Information

It is the Company policy not to allow any Directors and Executives use
of any significant information not yet open to the public for the
purpose of their own or other people interest. The standard practices to
control this issue are as follows.

(1) To have Executives in all departments clearly acknowledged their
responsibilities in reporting their ownership of the company stocks
including those of spouse and under aged children. Any change of
ownership shall be also reported as required by the SET’S law and
regulations.

(2) Circulate awareness letters to the concerning executives who can
access to some sensitive information by not to involve in any trading on
the company stock for the period of 1 month. Exposure of such
information to announcing other before open to the public is also
forbidden

Human Resource

No lawsuit on labor dispute existed in the past 3 years. As of December
31, 2002, altogether there are 135 employees (Not include directors and
executives) work in 3 major areas as follows:-

Permanent Temporary Total

Project sites 28 6 34

Construction 42 10 52

Head office 49 0 49

Total 119 16 135

In 2002, total salary and Bonus paid were 35.71 Million Baht.

Employee Development Policy 

It’s the Company’s policy to continuously improve its Human Resource as
far as the the employee’s productivity and career path are concerned.
Training and Seminars in all employee levels have been arranged by the
Human Resource Department, starting from an orientation programs for new
employees to various training programs including annual training on both
normal courses and special courses to meet every related level,
department and Project such as sales and services training, project,
Quality Control, undergraduate and Graduate programs in Business
Administrations, Mini MBA, and management training, for example.