10. Internal Control

  In the opinion of the Board of Directors and Audit Committee, KTP and
  its subsidiaries have adequate internal systems to safeguard the
  resources of the Company and ensure set procedures and policies are
  adhered to. The Board of Directors is responsible for the Company’s
  internal control system by ensuring appropriate policies are in place
  for effective functioning. The Company has engaged the Internal Audit
  team of Keppel Land International Limited to perform the audit of the
  Company and the group at least once a year. The Internal Audit team
  report to the Audit Committee and the Board of Directors on its
  findings and the Board of Directors and Audit Committee will review
  all items to ensure compliance with applicable laws and regulations
  and also with internal policies with respect to the conduct of
  business. The Audit Committee will review the quarterly financial
  statements and report with the external auditors and internal audit
  team before proposing them to the Board of Directors for consideration
  and approval. The Audit Committee is satisfied that KTP and its
  subsidiaries have maintained adequate internal controls during the
  year.

  10.1 Corporate Governance

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

1.  Right of Shareholders

  The Company values the protection of Shareholders’ rights and
  recognizes the equal right of all Shareholders to obtain accurate,
  adequate and timely information. The Company discloses periodic
  financial results and all relevant information through the Stock
  Exchange of Thailand and through its website Keppelland.co.th in both
  Thai and English. The Company also ensures that all shareholders shall
  receive sufficient information concerning criteria and process of
  Shareholders’ Meeting at least 7 days prior to the meetings as
  required by the Law. To further promote transparency and
  accountability, KTP has also introduced the barcode system to register
  Shareholders’ votes during the AGM.

2.  Equitable Treatment of Shareholders

  All Shareholders are treated equally at Shareholders’ Meeting, all
  processes and procedures will adhere to equitable treatment for all
  Shareholders. Each Shareholder shall be encouraged to attend the
  Shareholders Meeting either in person or proxy.

3.  Role of Stakeholders

  Stakeholders of the Company have been treated fairly in accordance
  with their legal rights as specified in relevant laws, and are also
  given equal importance and opportunity in consideration to personnel,
  business partners, customers, investors. The Company will strive to
  provide a quality work environment with utmost emphasis on safety and
  conducive surroundings with fair and equitable compensation.

4.  Disclosure and Transparency

  The Company ensures that all important information relevant to the
  Company, financial and non-financial, is disclosed correctly,
  accurately on a timely basis and transparently through the Stock
  Exchange of Thailand and its website, Keppelland.co.th. in both Thai
  and English. It provides the Company framework, management,
  organizational chart and Directors information and other information
  that have an impact on the interest of Shareholders.

5.  Responsibility of the Board

  The Board of Directors of the Company consists of directors with
  varied qualifications, skills, experience and expertise that are
  useful to the Company and in accordance with the Stock Exchange of
  Thailand’s requirements.

10.2 Executive Committee

  The Executive Committee consists of four Non-Executive Directors. Its
  responsibility is to oversee the business, assets, affairs and
  performance of the Company in the best interests of its shareholders.
  The Committee focuses its activities on the key requirements of the
  Company such as corporate strategy, major investment, divestment,
  funding proposals, financial performance reviews and succession
  planning, risk management and other corporate governance practices.
  Management’s responsibility on the other hand is to run the business
  in accordance with the policies and strategies set by the Executive
  Committee.

10.3 Board of Directors’ responsibility

  The Board of Directors consists of twelve Directors: three Independent
  Directors, and Nine Non-Executive Directors who are representatives of
  shareholders in the year 2008. The Board of Directors held four
  meetings during 2008.

  The Board of Directors has developed and approved plans, strategies,
  key policies with the aim to maximize shareholders’ value and to
  ensure that the Group continues to be a competitive player in the
  property industry with strong reputation for technical and
  professional competence. Apart from the Board’s statutory
  responsibilities, the principal functions of the Board are to:

-   Review and approve Company corporate policy and the authorization
    matrix.

-   Provide full and timely information disclosure to shareholders.

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

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

-   Advise Management on the significant issues facing the Company.

-   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;

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

-   Supervise and appropriately remunerate senior management.

  The Board Members are provided with regular management reports and
  information that highlight the Company’s performance and business
  conditions. The Company has introduced the following reporting
  procedures to allow it to better anticipate risks and key drivers
  ahead of events, so that the Management can make timely decisions.
  They are:

1.  Whistle-Blower Protection System: The purpose of this policy is to
    encourage the reporting in good faith of suspected Reportable
    Conduct (as defined below) 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.

  “Reportable 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 act is within the
  scope of his or her employment) which in the view of a Whistle-Blower
  acting in good faith is;

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

  (b) fraudulent;

  (c) corrupt;

  (d) illegal;

  (e) other serious improper conduct;

  (f) an unsafe work practice; or

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

2.  Enterprise Risk Management Report: Enterprise risk management is now
    an integral part of KTP’s operation. Enterprise Risk Management is a
    process designed to identify potential events that may affect the
    Company, and manage risks within the Company’s risk appetite, to
    provide reasonable assurance regarding the achievement of the
    Company’s objectives. The Company’s enterprise risk management
    process is implemented on a quarterly basis, and is integrated with
    Keppel Land’s ERM initiatives.

3.  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.

10.4 Audit Committee

  The Audit Committee is formed by 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.

  During 2008, the Audit Committee held four meetings.

  ------ ------------------------------ ---------------------- ------------
  Name                                  Position               Attendance

  1.     Mrs. Jiraporn Pimpoorash       Chairman               4/4

  2.     Mr. Somprasong Makkasaman      Member                 4/4

  3.     Prof. Chukiat Pramoolpol       Member                 4/4
  ------ ------------------------------ ---------------------- ------------

10.5 Remuneration for Directors and Management

  Total remuneration for Directors, in the form of Directors’ fees for
  2008 is Baht

  3 million.The Company’s remuneration policy is flexible and responsive
  to the market and corresponds to individual employee’s performance.
  The Company policy for remuneration of Directors is reviewed by the
  Board of Directors Meeting and proposed for shareholders’ approval at
  Annual General Meeting.

+---+-------------------------+----------------------+----------------+
| N |                         | Amount Approved      | Actual Paid    |
| a |                         |                      |                |
| m |                         | Per month            |                |
| e |                         |                      |                |
+---+-------------------------+----------------------+----------------+
| 1 | Mr. Ang Wee Gee         | 30,000               | 360,000        |
+---+-------------------------+----------------------+----------------+
| 2 | Mr. Wong Yew Siong      | 20,000               | 240,000        |
+---+-------------------------+----------------------+----------------+
| 3 | Mr. Choo Chin Teck      | 20,000               | 240,000        |
+---+-------------------------+----------------------+----------------+
| 4 | Mrs. Yeo Kah Tiang      | 20,000               | 240,000        |
+---+-------------------------+----------------------+----------------+
| 5 | Mr. Linson Lim Soon     | 20,000               | 240,000        |
|   | Kooi                    |                      |                |
+---+-------------------------+----------------------+----------------+
| 6 | Mr. Wee Boong Leong*    | 20,000               | 240,000        |
+---+-------------------------+----------------------+----------------+
| 7 | Mr. Pisit Vilaivongse   | 20,000               | 240,000        |
+---+-------------------------+----------------------+----------------+
| 8 | Mrs. Jiraporn           | 20,000               | 240,000        |
|   | Pimpoorash              |                      |                |
+---+-------------------------+----------------------+----------------+
| 9 | Mr. Somprasong          | 20,000               | 240,000        |
|   | Makkasaman              |                      |                |
+---+-------------------------+----------------------+----------------+
| 1 | Prof. Chukiat           | 20,000               | 240,000        |
| 0 | Pramoolpol              |                      |                |
+---+-------------------------+----------------------+----------------+
| 1 | Mrs. Siraaksorn         | 20,000               | 240,000        |
| 1 | Sirison*                |                      |                |
+---+-------------------------+----------------------+----------------+
| 1 | Mr. Rachada             | 20,000               | 84,516.13      |
| 2 | Krisdathanont*          |                      |                |
+---+-------------------------+----------------------+----------------+
| T |                         |                      | 2,844,516.13   |
| o |                         |                      |                |
| t |                         |                      |                |
| a |                         |                      |                |
| l |                         |                      |                |
| o |                         |                      |                |
| f |                         |                      |                |
| R |                         |                      |                |
| e |                         |                      |                |
| m |                         |                      |                |
| u |                         |                      |                |
| n |                         |                      |                |
| e |                         |                      |                |
| r |                         |                      |                |
| a |                         |                      |                |
| t |                         |                      |                |
| i |                         |                      |                |
| o |                         |                      |                |
| n |                         |                      |                |
+---+-------------------------+----------------------+----------------+

  * Mr.Ratchada Krisdathanont resigned as Director with effect from 7
  May 2008.

10.6 Recruitment of Directors and Management Staff

  All appointments of Directors and management staff have been carried
  out in accordance with the laws, regulations and Articles of
  Association of the Company and shall be considered under
  recommendation of Audit Committee Meeting and the Board of Directors
  Meeting. Persons who are nominated Director or as management staff
  will have met the relevant criteria and are approved by both the Audit
  Committee and Board of Directors of the Company.

10.7 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 staff are strictly prohibited to trade in the Company’s
  securities for a period of one month before the public announcement of
  its financial results, and are reminded not to disclose
  price-sensitive confidential information. All Directors and management
  staff are also required to report any changes in their securities
  holdings as and when such changes occur.