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 (approved by the Board of Directors at the meeting no.
  1/2008 held on 27 February 2008), Governing Board of Bumrungrad
  International Hospital, Bangkok and Investment Committee. Details of
  each committee are as follows:

Board of Directors

  The Company’s Board of Directors as at 31 December 2007 consists of
  the following:

  1. Mr. Chai Sophonpanich Chairperson

  2. Dr. Chanvit Tanphiphat, MD Vice Chairperson

  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. Chatri Sophonpanich Director

  7. Dr. Anant Tejavej, MD Director

  8. Dr. John Yangpichitt, MD Director

  9. Dr. Khun Swanya Dej-Udom, MD Director

  10. Mrs. Kulathida Sivayathorn Director

  11. Mr. Chong Toh Director

  12. Dr. Jennifer Lee, MD Director

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

  14. Ms. Sophavadee Uttamobol Director, Chairperson of Audit Committee

  15. Mr. Soradis Vinyaratn Director, Member of Audit Committee

  16. Mr. Boonpakorn Chokwathana Director, Member of Audit 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. Chatri Sophonpanich, Mrs.
  Kulathida Sivayathorn and Mr. Chong Toh, sign and affix the Company’s
  seal.

Duties and Responsibilities of Board of Directors

  The duties and responsibilities of Board of Directors, which are
  described in the Board of Directors’ Charter, approved by the Board of
  Directors’ meeting no. 1/2008 held on 27 February 2008, 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 2007 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.

Duties and Responsibilities of the Audit Committee

  The duties and responsibilities of the Company’s Audit Committee, as
  described in the Audit Committee’s Charter, which was approved by the
  Board of Directors’ meeting no. 1/2008 held on 27 February 2008, are
  as follows:

1.  To review the adequacy, reliability and integrity of financial
    reports before proposing to Board of Directors. Audit Committee may
    set a meeting with the external auditor without the presence of
    management, to request opinions and suggestions as necessary.

2.  To select and propose the appointment of the Company’s external
    auditor and audit fee.

3.  To ensure that the Company has an appropriate and effective internal
    control and ensure that the Company has assessment process for the
    adequacy of internal control, internal auditing, and risk management
    which are effective, efficient and reviewed every year.

4.  To review the compliance with rules and regulation.

5.  To ensure that there is no conflict of interest between related
    persons.

6.  To prepare the Audit Committee report to be disclosed in the
    Company’s annual report, which must at least contain the Audit
    Committee’s opinion on the accuracy and credibility of the financial
    reports and sufficiency of the internal audit system; The report
    must be signed by the Chairperson of the Audit Committee.

7.  To disclose immediately to the Stock Exchange of Thailand the
    termination of Audit Committee member before the expiration of the
    term, together with reasons.

8.  To perform other duties as may be assigned by the Board of Directors

9.  To consider the budget and manpower of Internal Audit Function.

10. To coordinate with Internal Audit function regarding audit year
    plan, internal control system, and audit program and evaluate the
    result of auditing to be in accordance with generally accepted
    process and standard.

11. To appoint, dismiss, transfer or terminate Chief of Internal Audit

Nomination and Remuneration Committee

  The Board of Directors has approved an appointment of the Nomination
  and Remuneration Committee at the Board of Directors meeting no.
  1/2008 held on 27 February 2008. The Board of Directors resolved to
  appoint members of the Nomination and Remuneration Committee later.

Duties and Responsibilities of Nomination and Remuneration Committee

  The duties and responsibilities of the Company’s Nomination and
  Remuneration Committee, in accordance with Nomination and Remuneration
  Committee’s Charter, as approved by the Board of Directors’ meeting
  no. 1/2008 on 27 February 2008, are as follows:

a)  Nomination

    1.  To consider the appropriate size, composition and term of the
        Board

    2.  To recommend to the Board the retirement age of a director

    3.  To formulate and review qualifications of Directors and members
        of the Committees

    4.  To propose candidates for the director position to the Board 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 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 2007 comprises the following:

  1. Dr. Chanvit Tanphiphat, MD Chairman

  2. Mr. James Matthew Banner Secretary

  3. Mr. Chong Toh Member

  4. Dr. Karoon Mekanontchai, MD Member

  5. Dr. Oradee Chandavasu, MD Member

  6. Dr. Rujapong Sukhabote, MD Member

  7. Dr. Sira Sooparb, MD Member

  8. Ms. Sophavadee Uttamobol Member

  9. Dr. Vatana Supromajakr, MD Member

  10. Dr. Visuit Vivekaphirat, MD Member

  11. Dr. Watcharaphong Saechere, MD Member

  12. Ms. Arunee Kettratad Member

  13. Dr. Apichati Sivayathorn, MD Ex officio

  14. Ms. Janice Chan Mun Yee Ex officio

  15. Mrs. Khor Lee Chan Ex officio

  16. Dr. Sinn Anuras, MD Ex officio

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 2007 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

  6. Mr. Dennis Brown Observer

Duties and Responsibilities of the Investment Committee

  To consider investment opportunities, appropriateness and feasibility
  studies, including the structure of the Company’s investment projects
  both within the country and in the region.

Management

  The Company’s Management as at 31 December 2007 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 Medical Director

  6. Dr. Chamaree Chuapetcharasopon, MD Senior Associate Medical
  Director

  7. Mr. James Matthew Banner Chief Executive Officer

  8. Mrs. Khor Lee Chan Chief Financial Officer

  9. Ms. Janice Chan Mun Yee Chief Operating Officer

9.2 Election of Directors and Management

  The Board of Directors has approved an appointment of Nomination and
  Remuneration Committee at the Board of Directors Meeting no. 1/2008
  held on 27 February 2008.

  In 2007, the Company did not have a nomination committee for the
  selection of directors and management. However, the Company gave
  opportunities for shareholders to nominate candidates with appropriate
  knowledge, abilities and qualifications to be considered for the
  position of the Company’s director in advance before the shareholders’
  meeting through the Company’s website. In addition, the election of
  any director must be approved by the shareholders’ meeting, 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. The fundamental qualifications of
  independent directors are as follows:

1.  Holding shares not more than 5 percent of paid-up capital of the
    Company, affiliated company, associated company or related company,
    inclusive of the shares held by related persons.

2.  Being a director who does not take part in the management of the
    Company, affiliated company, associated company, related company or
    majority shareholder of the Company, whether in the position of an
    employee, staff or consultant that receives regular salaries from
    the Company, affiliated company, associated company, related company
    or majority shareholder of the Company.

3.  Being a director who has no benefit or interest of the said nature
    during the period of one year before his appointment as a member of
    the Audit Committee except where the Board of Directors has
    carefully considered that such previous benefit or interest does not
    affect the performance of duties and the giving of independent
    opinions.

4.  Being a director who is not a related person or close relative of
    any management member or majority shareholder of the Company.

5.  Being a director who is not appointed as a representative to
    safeguard interests of the Company’s directors, majority
    shareholders or shareholders who are related to the Company’s
    majority shareholders.

6.  Being capable of performing duties, giving opinions or reporting the
    results of performance of work according to the duties delegated by
    the Board of Directors free and clear of the control of the
    management or the majority shareholders of the Company including
    related persons or close relatives of the said persons.

9.3 Remuneration of Directors, Audit Committee and Management

Directors’ Remunerations and Audit Committee’s Remuneration

  Directors’ remunerations and Audit Committee’s remunerations for the
  year ended 31 December 2007 for 17 directors are as follows:

+---+--------------+------+------+------+------+------+------+------+
|   |              | Di   |      |      |      | A    |      | T    |
|   |              | rect |      |      |      | udit |      | otal |
|   |              | or’s |      |      |      | Com  |      | Remu |
|   |              | Remu |      |      |      | mitt |      | nera |
|   |              | nera |      |      |      | ee’s |      | tion |
|   |              | tion |      |      |      | Remu |      |      |
|   |              |      |      |      |      | nera |      |      |
|   |              |      |      |      |      | tion |      |      |
+===+==============+======+======+======+======+======+======+======+
|   | Name         | Nu   | An   | Mee  | T    | Nu   | Mee  |      |
|   |              | mber | nual | ting | otal | mber | ting |      |
|   |              | of   | Remu | Remu |      | of   | Remu |      |
|   |              | Meet | nera | nera |      | Meet | nera |      |
|   |              | ings | tion | tion |      | ings | tion |      |
|   |              | A    |      |      |      | A    |      |      |
|   |              | tten |      |      |      | tten |      |      |
|   |              | ded/ |      |      |      | ded/ |      |      |
|   |              |      |      |      |      |      |      |      |
|   |              | In   |      |      |      | In   |      |      |
|   |              | vita |      |      |      | vita |      |      |
|   |              | tion |      |      |      | tion |      |      |
+---+--------------+------+------+------+------+------+------+------+
| 1 | Mr. Chai     | 7/7  | 320  | 280  | 600  |      |      | 600  |
|   | Sophonpanich |      | ,000 | ,000 | ,000 |      |      | ,000 |
+---+--------------+------+------+------+------+------+------+------+
| 2 | Dr. Chanvit  | 7/7  | 280  | 210  | 490  |      |      | 490  |
|   | Tanphiphat,  |      | ,000 | ,000 | ,000 |      |      | ,000 |
|   | MD           |      |      |      |      |      |      |      |
+---+--------------+------+------+------+------+------+------+------+
| 3 | Mrs. Linda   | 5/7  | 240  | 125  | 365  |      |      | 365  |
|   | Lisahapanya  |      | ,000 | ,000 | ,000 |      |      | ,000 |
+---+--------------+------+------+------+------+------+------+------+
| 4 | Mr. Curtis   | 6/7  | 240  | 150  | 390  |      |      | 390  |
|   | John         |      | ,000 | ,000 | ,000 |      |      | ,000 |
|   | Schroeder    |      |      |      |      |      |      |      |
+---+--------------+------+------+------+------+------+------+------+
| 5 | Dr. Dhanit   | 7/7  | 240  | 175  | 415  |      |      | 415  |
|   | Dheandhanoo, |      | ,000 | ,000 | ,000 |      |      | ,000 |
|   | MD           |      |      |      |      |      |      |      |
+---+--------------+------+------+------+------+------+------+------+
| 6 | Mr. Chatri   | 2/7  | 240  | 50   | 290  |      |      | 290  |
|   | Sophonpanich |      | ,000 | ,000 | ,000 |      |      | ,000 |
+---+--------------+------+------+------+------+------+------+------+
| 7 | Dr. Anant    | 6/7  | 240  | 150  | 390  |      |      | 390  |
|   | Tejavej, MD  |      | ,000 | ,000 | ,000 |      |      | ,000 |
+---+--------------+------+------+------+------+------+------+------+
| 8 | Dr. John     | 6/7  | 240  | 150  | 390  |      |      | 390  |
|   | Yangpichitt, |      | ,000 | ,000 | ,000 |      |      | ,000 |
|   | MD           |      |      |      |      |      |      |      |
+---+--------------+------+------+------+------+------+------+------+
| 9 | Dr. Khun     | 5/7  | 240  | 125  | 365  |      |      | 365  |
|   | Swanya       |      | ,000 | ,000 | ,000 |      |      | ,000 |
|   | Dej-Udom, MD |      |      |      |      |      |      |      |
+---+--------------+------+------+------+------+------+------+------+
| 1 | Mrs.         | 5/7  | 240  | 125  | 365  |      |      | 365  |
| 0 | Kulathida    |      | ,000 | ,000 | ,000 |      |      | ,000 |
|   | Sivayathorn  |      |      |      |      |      |      |      |
+---+--------------+------+------+------+------+------+------+------+
| 1 | Mr. Chong    | 6/7  | 240  | 150  | 390  |      |      | 390  |
| 1 | Toh          |      | ,000 | ,000 | ,000 |      |      | ,000 |
+---+--------------+------+------+------+------+------+------+------+
| 1 | Dr. Sinn     | 2/4  | 240  | 50   | 290  |      |      | 290  |
| 2 | Anuras, MD*  |      | ,000 | ,000 | ,000 |      |      | ,000 |
+---+--------------+------+------+------+------+------+------+------+
| 1 | Dr. Jennifer | 1/2  | 140  | 25   | 165  |      |      | 165  |
| 3 | Lee, MD**    |      | ,000 | ,000 | ,000 |      |      | ,000 |
+---+--------------+------+------+------+------+------+------+------+
| 1 | Sultan Ahmed | 0/5  | 80   | -    | 80   |      |      | 80   |
| 4 | Bin          |      | ,000 |      | ,000 |      |      | ,000 |
|   | Sulayem**    |      |      |      |      |      |      |      |
+---+--------------+------+------+------+------+------+------+------+
| 1 | Ms.          | 7/7  | 240  | 175  | 415  | 6/6  | 240  | 655  |
| 5 | Sophavadee   |      | ,000 | ,000 | ,000 |      | ,000 | ,000 |
|   | Uttamobol    |      |      |      |      |      |      |      |
+---+--------------+------+------+------+------+------+------+------+
| 1 | Mr. Soradis  | 7/7  | 240  | 175  | 415  | 6/6  | 150  | 565  |
| 6 | Vinyaratn    |      | ,000 | ,000 | ,000 |      | ,000 | ,000 |
+---+--------------+------+------+------+------+------+------+------+
| 1 | Mr.          | 7/7  | 240  | 175  | 415  | 6/6  | 150  | 565  |
| 7 | Boonpakorn   |      | ,000 | ,000 | ,000 |      | ,000 | ,000 |
|   | Chokwathana  |      |      |      |      |      |      |      |
+---+--------------+------+------+------+------+------+------+------+
|   |              |      | 3    | 2    | 6    |      | 540  | 6    |
|   |              |      | ,940 | ,290 | ,230 |      | ,000 | ,770 |
|   |              |      | ,000 | ,000 | ,000 |      |      | ,000 |
+---+--------------+------+------+------+------+------+------+------+

  * Dr. Sinn Anuras, MD was appointed the Company’s director by the
  Annual General Meeting of Shareholders No. 14 for the year 2007 on 25
  April 2007

  ** Dr. Jennifer Lee, MD was appointed the Company’s director to
  replace Sultan Ahmed Bin Sulayem by the Board of Directors’ Meeting
  No. 5/2007 on 8 August 2007

  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.

Remunerations of Management

  In 2007, the total remuneration of the 9 executives of the Company and
  its subsidiaries amounted to Baht 136.97 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
  provided by the Stock Exchange of Thailand for the transparency of the
  Company’s operations and efficiency for competition at the
  international level. The Company therefore would like to report the
  corporate governance issues as follows:

1. The Rights of Shareholders

  The Company acknowledges the importance of all shareholders’ rights,
  including major and minority shareholders. The Company also emphasizes
  on providing correct, timely, equal and transparent information
  sufficient for all shareholders and investors to make their investment
  decision.

  Shareholders’ rights include basic rights of shareholders 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 express their opinions; rights to
  participate in making decision on important issues, such as election
  of directors, approval of important transactions that affects
  direction of the business and operation of the Company, amendment of
  memorandum of association and articles of association of the Company.

  In 2007, the Company also encouraged and facilitated the use of
  shareholders’ rights by administering the following:

1.  For every shareholders’ meeting, the Company sends invitation
    letters to shareholders in advance to inform of the meeting agenda
    and Board of Directors’ opinion on each agenda item, with supporting
    documents and information sufficient to facilitate shareholders in
    making their decisions as well as information on shareholders’
    rights to attend and vote. Moreover, the invitation letter to
    shareholders’ meeting is disclosed on the Company’s website, in
    which for annual general meeting of shareholders, the invitation
    letter is posted on the website 30 days prior to the meeting date.

2.  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 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.

3.  The Company gives shareholders the right to propose important and
    appropriate issues for incorporation as an agenda in the Company's
    annual general meeting and to nominate candidates with appropriate
    knowledge, abilities and qualifications to be considered for the
    position of the Company's director before the annual general meeting
    of shareholders, in which details can be found on the Company’s
    website.

4.  During the shareholders’ meeting, the Chairman of the Meeting gives
    all shareholders the opportunity to comment, ask questions or give
    opinions and suggestions on any agenda items. The Chairman and
    management see the importance of every question and give precise and
    clear answers. The Company also produces minutes of the
    shareholders’ meetings which are correct and complete available for
    shareholders 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. To ensure equal
  treatment of all shareholders, the Company created various mechanisms,
  such as:

1.  Shareholders have voting rights in accordance to number of shares
    held, in which one share equals one vote

2.  Minority shareholders have channel to propose important and
    appropriate issues for incorporation as an agenda item in the
    Company's annual general meeting and to nominate candidates with
    appropriate knowledge, abilities and qualifications to be considered
    for the position of the Company's director, in which details can be
    found on the Company’s website. Independent directors will consider
    and propose the suggested agenda in the Board of Directors’ meeting
    for consideration

3.  The Company provides oversight and control to prevent improper use
    of inside information. Details can be found on section 9.5 Internal
    Control of Information.

  In addition, for the convenience of shareholders, the Company used the
  computer system for registration, counting of quorum and counting of
  votes. After the shareholders’ meetings, shareholders can request to
  check the details.

3. The Role of Stakeholders

  The Company recognizes its responsibilities towards each stakeholder,
  for sustainable mutual benefits, which will lead to stable 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,
  including rights to receive fair returns, the Company also provides
  information to all shareholders equally and timely, and gives all the
  shareholders 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. The hospital’s Medical
  Ethics Committee protects patients’ rights. In addition, the Company
  has a department to monitor and improve the quality of the care
  provided to all patients, taking into consideration patients’ needs
  and suggestions.

  Suppliers / Contractors The Company abides by the contracts with all
  suppliers and contractors and ensures timely payment to all suppliers
  and contractors.

  Employees The Company believes that its employees are valuable
  resources and therefore gives all employees the equal opportunity in
  their employment. The Company has the policy to provide employees with
  appropriate compensation and appoints welfare committee as well as
  health and safety committee to administer well being of its employees.
  The Company also provides continuous education and regular training
  programs.

  Furthermore, the Company also provides opportunity for employees to
  voice their opinions or complain to management directly, and has a
  program to honor its employees to increase employees’ morale as the
  Company believes that work efficiency is a result of employees’
  loyalty to the Company. Therefore, the Company focuses on building
  such loyalty continuously and has consistently performed surveys
  regarding the employees’ loyalty to improve the human resources
  management.

  Competitors The Company competes with competitors fairly and in
  accordance with the rules and regulations. The Company focuses on
  competition in the area of quality and efficiency of the service for
  the best benefit of customers and patients.

  Creditors The Company strictly abides by loan agreements, loan
  covenants and ensures timely payments. The Company believes that good
  relationship with creditors, including building credibility and trust,
  is a responsibility of the Company towards its creditors.

  Community The Company is committed to social responsibilities,
  including to the public and the environment. The important corporate
  social responsibilities programs of the Company in the past year are
  as follows:

  1. New Heart, New Hope Program: To commemorate H.M. King Bhumibol
  Adulyadej’s 80^(th) birthday anniversary, the Company, Bumrungrad
  Hospital Foundation and the Children’s Heart Diseases Foundation,
  under the Royal Patronage of Her Highness Princess Kalayaniwattana
  provides heart surgeries to 80 underprivileged Thai children who need
  cardiac surgery, but cannot afford it.

  2. Youth Career Development Program (YCDP): In cooperation with
  UNICEF, the Company sponsors underprivileged girls to take nurse aids
  certificate program. All expenses are paid for by the Company and
  students have opportunities to become employees of the Company. The
  Company has been sponsoring this program for eight years, educating
  over 250 girls.

  3. Scholarship Program: The Company provides nurse aids with
  opportunity to continue their study for a Bachelor Degree in Nursing
  through its scholarship program. The Company also provides internship
  training programs during school holidays and will accept these nurses
  as employees once they receive their degree.

  4. Thompson Mobile Clinic: The Company, together with Thompson
  Foundation, provides free healthcare to underprivileged Thais through
  its mobile clinics in Bangkok. The Mobile Clinic Program has treated
  23,672 patients and donated over 21 tons of rice.

  5. Computer Donation Program: The Company donates Baht 200,000, along
  with computers and computer parts to support the Border Patrol Police
  Academy, under the Border Patrol Bureau Section 13, Karnchanaburi
  province.

  6. Medical Research Program: The Company works with several medical
  institutions, both local and abroad, for the development of medical
  research.

  7. Environmental Policy: The Company has an environmental policy which
  the Company communicates to employees its views on environment
  preservation and encourages employees to help protect global
  environment and resources. The Company also promotes activities
  relating to controlling environmental impact to neighboring
  communities and efficiently utilizing natural resources.

4. Disclosure and Transparency 

  The Company has many communication channels with shareholders and
  investors, and discloses to the public transparent, complete,
  reliable, and timely financial information as well as other important
  information that affects shareholders and investors’ decision making.
  These communication channels include those stipulated by rules and
  regulations, such as annual reports, website of Stock Exchange of
  Thailand and other communication channels, such as quarterly analyst
  meetings, roadshows and investor conferences, and investor meetings.
  The Company also discloses information of the Company through its
  website, both in Thai and English. In 2007, the Company held 4
  quarterly analyst meetings, participated in 10 roadshows and investor
  conferences, both in Thailand and overseas, including the United
  Kingdom, Singapore, Hong Kong, and Japan, and held 91 investor
  meetings and conference calls.

  Furthermore, the Company has set up Company Secretary and Investor
  Relations Department to facilitate interested investors and
  shareholders. Interested investors and shareholders can request for
  information by phone at 02-667-2010 or by e-mail at ir@bumrungrad.com
  or through the Company’s website, www.bumrungrad.com.

5. Responsibilities of the Board of Directors

  The Board of Directors comprises of qualified directors with extensive
  experience in various fields. Every director participates in the
  setting of 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 Board of Directors can be found on Section 9.1
  Management Structure.

  At present, there are 16 directors, including 9 non-executive
  directors, 4 executive directors, and 3 independent directors with
  qualifications as per the Securities and Exchange Commission.

  The Company has 4 directors who are executive directors:

1.  Mrs. Linda Lisahapanya

2.  Dr. Dhanit Dheandhanoo, MD

3.  Mr. Curtis John Schroeder

4.  Dr. Sinn Anuras, MD

  There are 9 directors who are non-executive directors:

1.  Mr. Chai Sophonpanich

2.  Dr. Chanvit Tanphiphat, MD

3.  Mrs. Kulathida Sivayathorn

4.  Dr. John Yangpichitt, MD

5.  Dr. Khun Swanya Dej-Udom, MD

6.  Dr. Anant Tejavej, MD

7.  Mr. Chong Toh

8.  Mr. Chatri Sophonpanich

9.  Dr. Jennifer Lee, MD

  The Company has 3 directors who are independent directors and members
  of the Audit Committee:

1.  Ms. Sophavadee Uttamobol

2.  Mr. Soradis Vinyaratn

3.  Mr. Boonpakorn Chokwathana

  The three independent directors account for 19% of total Board of
  Directors.

  The Company clearly separates duties and responsibilities of Board of
  Directors and management team. Board of Directors is responsible for
  endorsing strategies and ensuring the implementation of these
  strategies by management team in the policy level, whereas management
  team is responsible for managing business to be in accordance with
  such strategies. Therefore, Chairman of the Board of Directors is not
  the same person as the Managing Director.

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. Board of Directors holds 4
  regular meetings every year (held quarterly) and has extraordinary
  meetings as necessary. Before each meeting, agenda are clearly set by
  Chairman of the Board together with Managing Director. Moreover, each
  director has opportunities to propose issues as agendas. Company
  Secretary prepares and sends invitation letters, agendas, and other
  supporting documents to the Board of Directors at least seven days in
  advance in order for the directors to research and study the
  information sufficiently prior to the meeting. Normally, each meeting
  takes two hours. To consider various issues, the Chairman of the Board
  gives directors the opportunity to express their opinions in the
  meeting independently. In case that any director has personal conflict
  of interest, such director will leave the meeting and/or does not vote
  for on that particular matter.

  In 2007, there were seven Board of Directors’ meetings, comprising of
  four scheduled meetings and three extraordinary meetings. Details of
  the attendance of each director are in the table in Section 9.3
  Remuneration of Directors, Audit Committee and Management.

  Senior management are invited to attend the 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.

  The Company Secretary is responsible for documenting and sending
  minutes of every board meeting for adoption in the next Board of
  Directors’ meeting. Board of Directors can express opinions, amend and
  make additions so that the minutes are as accurate as possible. The
  Company Secretary keeps the adopted minutes available for directors
  and relevant persons’ verification.

Committees

  The Board of Directors has set up committees to assist with specific
  tasks and to propose assigned issues for consideration or
  acknowledgement. Details of directors, including duties and
  responsibilities are listed in Section 9.1 Management Structure.
  Committees are as follows:

  1. Audit Committee consists of 3 independent directors. In 2007, Audit
  Committee held 6 meetings and reported their meeting results to the
  Board of Directors. Details of attendance of the Audit Committee
  members are in Section 9.3 Remuneration of Directors, Audit Committee
  and Management.

  2. Nomination and Remuneration Committee The Board of Directors’
  meeting No. 1/2008 held on 27 February 2008 approved the set up of the
  Nomination and Remuneration Committee. The Nomination and Remuneration
  Committee will assume its duties and responsibilities in 2008.

  3. Governing Board of Bumrungrad International Hospital, Bangkok
  consists of 3 directors, 2 management, 6 physicians and 1 member by
  invitation. In 2007, Governing Board held 6 meetings.

  4. Investment Committee consists of 1 independent director, 2
  non-executive directors and 2 executive directors. In 2007, Investment
  Committee held 3 meetings.

Remuneration of Board of Directors and Management

  The Company provides appropriate remuneration for Board of Directors
  and management. The remuneration of Board of Directors have been
  approved by shareholders’ meetings. The consideration of directors’
  remuneration takes into account other comparable listed companies in
  the same industry. Management’s remuneration is in the form of
  salaries and bonus, taking into consideration the responsibilities,
  performance of each person and performance of the Company.

  Details of remuneration of each individual director, which have been
  approved by the shareholders’ meeting in 2007, and the sum of
  remuneration of management, are disclosed in Section 9.3 Remuneration
  of Directors, Audit Committee and Management.

Nomination of Directors

  In 2007, the Board of Directors is responsible for selecting suitable
  and respectable candidates to replace directors, whose terms have
  expired or for any other reasons, and nominating the candidates in the
  shareholders’ meetings. Board of Directors shall select respectable
  candidates with expertise in diverse professions, leadership skills,
  visions, ethics, and are able to express their opinions independently.

  According to the Board of Directors’ Charter, which have been approved
  in the Board of Directors’ Meeting no. 1/2008 held on 27 February
  2008, the retirement age of the Company’s directors is 75 years old
  and each director must not hold more than eight directorship positions
  in listed companies. However, the Company does not set the number of
  continuous terms each director can serve on the Board, as the Company
  believes that shareholders have the right to choose their
  representatives on the Board of Directors.

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, and appropriateness of expenses and
  costs, including operations in accordance to 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 conflicts of interest, the Board of Directors pays
  special attention to the consideration of transactions which conflicts
  of interest may arise, and to related parties transaction, as well as
  strictly follows the Stock Exchange of Thailand rules and regulations,
  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 report, and the 56-1 filing.

  .

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 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 2007, the Company has total staff of 3,253 persons,
  and can be divided as follows:

  Nursing 1,831

  Technicians 487

  Support staff 935

  The compensation of the Company’s staff are as follows:

  Salaries Baht 716,879,367

  Bonus Baht 178,837,971

  Provident Fund Baht 28,092,478

  Other Benefits Baht 304,530,708

  The Company understands the importance of its human resources and has
  a policy for human resources development through its training programs
  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.