10. Internal Control

  In the opinion of the Board of Directors and Audit Committee, KTP and
  its subsidiaries have adequate internal system to safeguard the
  resources of the company and ensure set procedures and policies are
  adhered to. The Board of Directors is responsible for setting up
  internal control procedures to ensure all directives and goals are
  achieved. The company set up the Internal Audit Unit in 2001 to
  enhance the duties and responsibilities discharged by the Audit
  Committee. The Audit Committee will review the quarterly financial
  statements and report with the external auditors and internal audit.
  The management will ensure that there were no serious concerns raised
  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.

Corporate Governance

  The Company believes in setting high standards of corporate governance
  and is fully committed to ensure that self-regulatory controls are
  firmly adhered to protect shareholders’ interests and enhance
  long-term shareholders’ value. Good corporate governance is a
  safeguard against fraud and mismanagement. It promotes openness,
  transparency and accountability, while cutting back on excessive
  bureaucracy. It fosters an environment of trust and integrity, which
  promotes shareholder value.

  Executive Committee

  The Executive Committee consists of one Executive Director and three
  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.

  Board of Directors - Composition and Balance

  The Board of Directors consists of twelve Directors: three Independent
  Directors, one Executive Director and eight non-Executive Directors
  who are representatives of shareholders. All Directors possess the
  requisite qualifications and experience to perform their roles to
  maximize the potential of the company. Together, they bring a wide
  range of technical skills and management expertise and experience 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:

-   To review and approve Company corporate policy and the authorization
    matrix.

-   Provide full timely information disclosure to shareholders.

-   Accountable to all shareholders and use the best effort 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 Group;

-   Oversee processes for evaluating the adequacy of internal controls,
    risk management, financial reporting and compliance, and satisfies
    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 executive management.

  The Board meets at least four times each financial year, supplemented
  by additional meetings as and when warranted by circumstances. The
  Board Members are provided with regular management report and
  information that highlight the Group’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, to the extent possible, protected from reprisal.

  “Reportable Conduct” refers to any act or omission by a Group Company
  employee, or contract worker appointed by a Group 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 Keppel Thai’s operation. Enterprise Risk
    Management is a process designed to identify potential events that
    may affect the company, and manage risk to be 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.

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 knowledge and experience to discharge
  their responsibilities as members of the Audit Committee.

  The major scope of Audit Committee is supporting good Corporate
  Governance is as follows:

1.  To assist the Board of Directors to ensure integrity of financial
    reporting, sound internal control and risk management systems are in
    place.

2.  To ensure the Company is free from any potential conflict of
    interest.

3.  To ensure that company’s activities are in compliance with the laws
    and

  regulations.

  Remuneration for the Directors and Management

  Total remuneration for 12 Directors, in the form of Directors’ fees
  for 2006 is 3 million baht.The Company’s remuneration policy is
  flexible and responsive to the market and corresponds to individual
  employee’s performance.

  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.

  Insider Information Control

  The Company carefully monitors conflicts of interest situation with
  clear policy and set of 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 the period of one month before the public announcement
  of its financial results. These procedures are mainly to protect any
  misuse of insider information from Directors and management staff. All
  Directors and management staff are also required to report any changes
  in their securities holdings as and when such changes occur.

  Control of Subsidiary Companies

  The Company appoints its personnel to operate and manage the
  businesses of the subsidiary companies, including the appointments of
  Directors of the subsidiary companies. For major decisions that may
  affect the Company, the subsidiary companies have to obtain approval
  from the Company. These include decisions on investment plans or sales
  of assets.