9 Management

  9.1 Management structure as at 1 March 2005

  9.1.1 Board of Directors

+----------------------------+-----------------------------------------+
| Name                       | Position                                |
+----------------------------+-----------------------------------------+
| 1. Mr. Ho Kwon Ping        | Chairman                                |
+----------------------------+-----------------------------------------+
|                            |                                         |
+----------------------------+-----------------------------------------+
| 2. Mr. Surapon Supratya    | Group Managing Director                 |
+----------------------------+-----------------------------------------+
| 3. Mr. Ho Kwoncjan         | Managing Director (Design & Services)   |
+----------------------------+-----------------------------------------+
| 4. Mr. James R. Batt       | Managing Director (Laguna Phuket)       |
+----------------------------+-----------------------------------------+
| 5. Mr. Michael R. Ayling   |   Deputy Managing Director (Laguna      |
|                            |   Phuket)                               |
+----------------------------+-----------------------------------------+
| 6. Mr. Steven M. Small     | Independent Director                    |
+----------------------------+-----------------------------------------+
| 7. Mr. Udom Vichayabhai    | Independent Director                    |
+----------------------------+-----------------------------------------+
| 8. Dr. Jingjai Hanchanlash | Independent Director                    |
+----------------------------+-----------------------------------------+
| 9. Mr. Satit Rungkasiri    | Independent Director                    |
+----------------------------+-----------------------------------------+
| 10. Mr. Vudhiphol          | Independent Director                    |
| Suriyabhivadh              |                                         |
+----------------------------+-----------------------------------------+
| 11. Mr. Bernold O.         | Director                                |
| Schroder*                  |                                         |
+----------------------------+-----------------------------------------+
| 12. Mr. Ariel P. Vera      | Director                                |
+----------------------------+-----------------------------------------+
| 13. Ms. Sirivan            | Director                                |
| Skulkerevathana            |                                         |
+----------------------------+-----------------------------------------+
| 14. Mr. Kuan Chiet         | Director                                |
+----------------------------+-----------------------------------------+
| 15. Mr. Niyom              | Director                                |
| Tassaneetipagorn           |                                         |
+----------------------------+-----------------------------------------+
|                            |                                         |
+----------------------------+-----------------------------------------+
| 16. Ms. Nanchalee          | Director & Secretary to the Board       |
| Kecharananta               |                                         |
+----------------------------+-----------------------------------------+

  * Mr. Bernold O. Schroder became a director on February 5, 2005 in
  succession of Thanpuying Chanut Piyaoui, according to the resolution
  of Board of Directors' Meeting No. 1/2005

  Duties, Authorities and Responsibilities of the Company’s Directors

The Board of Directors supervises the management of the business and
affairs of the Group. Apart from its statutory responsibilities, the
Board approves the Group’s strategic plans, key operational initiatives,
major investments and funding decisions and reviews the Group’s
financial performance. These functions are carried out directly or
through committees of the Board as well as by means of a system of
delegation of authority to senior management personnel in the various
companies of the Group.

  9.1.2 Audit Committee (“AC”)

  ------------------------------------- ---------------------------------
  Name                                  Position

  1. Mr. Steven M. Small                Chairman

  2. Mr. Udom Vichayabhai               Member

  3. Dr. Jingjai Hanchanlash            Member

  Ms. Nanchalee Kecharananta            Secretary to the Audit Committee
  ------------------------------------- ---------------------------------

  Duties and Responsibilities of the Audit Committee

1.  To ensure that the financial reports of the Company are accurate and
    sufficient;

2.  To ensure that the Company has appropriate and effective internal
    controls and internal audit;

3.  To consider, select, nominate and propose fees for the auditor of
    the Company;

4.  To ensure that the Company has complied with the Securities and
    Exchange Acts, Stock Exchange requirements or laws related to the
    business of the Company;

5.  To consider and disclose the accurate and complete information
    concerning the Company in the case of an entry into a related party
    transaction or a transaction that may cause a conflict of interest;

6.  To perform any other acts authorised by the Board of Directors of
    the Company with the approval of the Audit Committee;

7.  To prepare a report concerning the control and supervision of the
    business of the Audit Committee to be disclosed in the annual report
    of the Company, which must be signed by the Chairman of the Audit
    Committee;

8.  To review the Audit Committee charter annually and recommends
    modification to the Board as needed.

  Authority of the Audit Committee

  In order that the duties and responsibilities of the Audit Committee
  can be fulfilled, the Audit Committee shall have the following power:

1.  Management Power

  The Audit Committee shall have the power to invite the management, the
  internal audit, the working unit supervisor or the related staff of
  the Company to provide clarification, opinions, attend the meetings or
  submit documents as deemed relevant and necessary.

2.  Power with respect to the Internal Auditor

-   To ensure that there exists a common objective and understanding
    amongst the auditor, Board of Directors and internal control;

-   To provide opinions about the appointment, removal, transfer,
    termination of employment and to consider the merits of the internal
    auditor;

-   To secure the independence of the internal auditor.

3.  Power with respect to the Auditor

-   To review and evaluate the work performance of the auditor;

-   To submit the name of auditors and annual auditing fee to the Board
    of Directors of the Company for the purpose of obtaining approval
    for the appointment of Auditors at the Annual General Meeting of
    Shareholders;

-   To fix fees for audit services and other advisory services provided
    by the auditor.

4. Other powers

  The Audit Committee shall have the power to investigate related
  persons and matters within the scope of the authority and duty of the
  Audit Committee and shall have the power to employ or ask a specialist
  to provide advice and opinions as deemed appropriate by the Audit
  Committee.

  9.1.3 Remuneration Committee “REMCO”

+------------------------------------+---------------------------------+
| Name                               | Position                        |
+------------------------------------+---------------------------------+
| 1. Mr. Ho Kwon Ping                | Chairman                        |
+------------------------------------+---------------------------------+
| 2. Mr. Udom Vichayabhai            | Member                          |
+------------------------------------+---------------------------------+
| 3. Dr. Jingjai Hanchanlash         | Member                          |
+------------------------------------+---------------------------------+
| Mr. Kuan Chiet                     | Secretary to the                |
|                                    |                                 |
|                                    | Remuneration Committee          |
+------------------------------------+---------------------------------+

Objectives

  1. To formulate and align HR policies and programs for senior
  management to business goals and market practices;

  2. To attract and retain the right people for senior management
  positions in the Company; and

  3. To ensure that the Company’s senior management remuneration and
  benefit package remain competitive.

Scope of Work

  1. To propose guidelines and make broad recommendations for the annual
  salary increment and bonus policies for the Company;

  2. To review and if necessary, propose changes to the remuneration of
  the Company’s directors serving on the Board of Directors, Audit
  Committee and Remuneration Committee;

  3. To review and if necessary, propose changes or additions to senior
  management welfare, benefit, salary and bonus policies (such as
  employee stock options and other employee welfare allowances,
  subsidies and schemes);

  4. To report to the Board of Directors on the Remuneration Committee’s
  activities and findings; and

  5. To review the Remuneration Committee charter at least once a year
  and recommend modifications to the Board of Directors as needed.

  The emolument of individual employees shall be determined by the
  management of the Company.

Authority of the Remuneration Committee

  To assist the Remuneration Committee in achieving its objectives, the
  Remuneration Committee shall have the discretion to appoint
  appropriate third party consultants to review existing employee
  related policies, propose new employee benefit and welfare programs
  and/or undertake other HR related research and studies.

  9.2 Method of Appointment and Removal of Directors as included in the
  Company’s Articles of Association

  9.2.1 Appointment of the Directors

(a) The number of the Board of Directors shall not be less than 5
    directors and at least half of the total directors shall reside in
    Thailand.

(b) Directors shall be elected in the general meeting of shareholders in
    accordance with the following rules and procedures:

-   In voting to elect directors, the votes shall be non-cumulative.

-   In voting, the shares of each shareholder shall be counted as one
    vote for every share.

(c) If any vacancy occurs in the Board of Directors other than by
    rotation, the Board of Directors shall elect another person who is
    qualified and has not been prohibited by Section 68 of the Public
    Limited Company Act. B.E. 2535 to be a director for the next
    directors’ meeting, except when the period of office for the
    vacating director is less than 2 months, it is then not necessary to
    appoint any new director. The appointed person shall stay in office
    for the remaining period of the vacating director.

  In the event where there are director positions vacant and the number
  of remaining directors are unable to form a quorum, the remaining
  directors shall transact on behalf of the Board of Directors only to
  arrange for the shareholders’ meeting to appoint new directors for the
  vacant positions.

  The shareholders’ meeting to appoint new directors to fill the vacant
  positions shall be made within 1 month from the date they became
  vacant.

  9.2.2 Removal of Directors

(a) At each ordinary meeting of shareholders one-third of the directors
    shall retire from office, or if their number is not a multiple of
    three, then the number nearest to one-third shall retire from
    office. The retired director shall be eligible for re-election.

(b) Apart from retiring by rotation, a director position shall also be
    vacated upon:-

-   Death

-   Resignation

-   Lack of qualification or subject to any prohibition under Articles
    68 of the Public Limited Company Act B.E. 2535

-   Removal by a resolution of a shareholders’ meeting

-   Removal by a court order

(c) A director may be removed by a resolution of the shareholders’
    meeting passed by a majority of not less than three-quarters of the
    votes of shares of the shareholders who attend such meeting and the
    shares which voted shall not be less than half of the total shares
    of the shareholders who attended the meeting and are entitled to
    vote thereon.

  9.3 Directors’ and Executives’ Remuneration:

  9.3.1 Monetary Remuneration

(a) Directors:

  Monetary remuneration was paid as meeting fees to 16 directors of the
  Board, 3 Audit Committee members and 3 Remuneration Committee members
  for the 12 months ended 31^(st) December 2004 in the total amount of
  Baht 10,506,000.

(b) Executives of the Company:

  Monetary remuneration was paid to 12 executives for the 12 months
  ended 31^(st) December 2004 in the total amount of Baht 63,262,688
  consisting of salaries, bonus, car allowance, housing social security
  payment, provident fund payment and incentive, tax paid by the Company
  and laptop allowance.

2.  Other Remuneration

(a) Independent Directors:

  Benefits in the form of spa and gallery vouchers were given to the 5
  independent directors of the Board for the 12 months ended 31^(st)
  December 2004 in the total amount of Baht 400,000.

(b) Executives of the Company:

  Employee benefits such as medical, accident & health insurance,
  complimentary vouchers, etc. were given to 12 executives for the year
  ended 31^(st) December 2004 in the total amount of Baht 4,299,400.

  Remuneration & Other Benefits of the Directors and Shareholdings of
  Directors and Executives During the Year 2004

[]

3.  Management contracts

  The Company and its subsidiaries entered into operating agreements
  with certain companies whereby these companies are to operate the
  Company’s and its subsidiaries’ hotels and golf business. In
  consideration for such services, the Company and subsidiaries are
  committed to pay remuneration at the rates, terms and bases specified
  in the agreements. These agreements are summarised as follows:

+------------+-----------+---------+----------------+----------------+
| Company    | Business  | O       | Contract       | Fees           |
|            | unit      | perator | period         |                |
+------------+-----------+---------+----------------+----------------+
| Laguna     | Dusit     | Dusit   | 1.10.1992 -    | - Basic        |
| Resorts    | Laguna    | Hotels  | 30.9.2012      | management fee |
| and Hotels | Resort    | and     |                | : 2% of total  |
| Public     |           | Resorts |                | revenue        |
| Company    |           | Co.,    |                |                |
| Limited    |           | Ltd.    |                | - Incentive    |
|            |           |         |                | fee : 5% of    |
|            |           |         |                | gross          |
|            |           |         |                | operating      |
|            |           |         |                | profit         |
+------------+-----------+---------+----------------+----------------+
| Bangtao    | Sheraton  | S       | 11.1.1989 -    | - Basic        |
| Grande     | Grande    | heraton | 31.12.2012     | management fee |
| Limited    | Laguna    | O       |                | : 2% of total  |
|            | Phuket    | verseas | (a)            | revenue        |
|            |           | Man     |                |                |
|            |           | agement |                | - Incentive    |
|            |           | Corp    |                | fee : 7.5% of  |
|            |           | oration |                | gross          |
|            |           |         |                | operating      |
|            |           |         |                | profit         |
+------------+-----------+---------+----------------+----------------+
| Laguna     | Laguna    | Banyan  | 1.10.1992 -    | - Basic        |
| Grande     | Phuket    | Tree    | 31.12.2014     | management fee |
| Limited    | Golf Club | Hotels  |                | : 3% of total  |
|            |           | and     | (b)            | revenue        |
|            |           | Resorts |                |                |
|            |           | Pte     |                | - Incentive    |
|            |           | Ltd.    |                | fee : 10% of   |
|            |           |         |                | gross          |
|            |           |         |                | operating      |
|            |           |         |                | profit         |
+------------+-----------+---------+----------------+----------------+
| Laguna     | Banyan    | Banyan  | 1.5.1995 –     | - Basic        |
| Banyan     | Tree      | Tree    | 31.12.2005     | management fee |
| Tree       | Phuket    | Hotels  |                | : 2% of total  |
| Limited    |           | and     | (c)            | revenue        |
|            |           | Resorts |                |                |
|            |           | Pte     |                | - Incentive    |
|            |           | Ltd.    |                | fee : 7.5% of  |
|            |           |         |                | gross          |
|            |           |         |                | operating      |
|            |           |         |                | profit         |
+------------+-----------+---------+----------------+----------------+

  (a) Operator has exercised its option to extend for 10 years as the
  required conditions have been met.

  (b) Operator has option to extend for 1 additional period of 10 years.

  (c) Operator has option to extend for 2 additional periods of 10
  years.

  ------------- ------------ ---------- ----------------- ------------------
                                                          

                                                          

                                                          

                                                          

                                                          
  ------------- ------------ ---------- ----------------- ------------------

  9.5 Good Corporate Governance

1.  Policy on Corporate Governance

For the purpose of preserving the interests of all its stakeholders, the
Company has adopted the following Code of Business Conduct in the course
of its operations. The Code has been drafted based on the principles of
integrity, transparency and good business and social ethics to achieve
sustainable growth.

-   The Board of Directors and Senior Management are expected to:

1.  Carry out their duties and responsibilities prudently, with due care
    and at all times take into consideration the interests of the
    Company’s various groups of stakeholders.

2.  Attend every meeting except for special circumstances, which make
    attendance not possible with the view to effectively contribute to
    issues being considered. Sufficient time should be allocated to
    important matters for in-depth discussions and independent views and
    opinions should be sought from each director / senior management.

3.  Ensure that the legal rights of stakeholders, including employees,
    suppliers, communities, competitors and creditors are not violated
    by any of the Company’s actions or decisions.

4.  Support cooperation between the Company and the various groups of
    stakeholders in order to secure the business wealth and stability.

5.  Resolve conflict of interests carefully, honestly, fairly and
    independently in the best interest of the Company.

6.  Fix remuneration, which is commensurate with market rates in the
    same business and with the performances of the Company and the
    individual.

7.  Disclose information correctly, completely, transparently and on a
    timely basis together with adequate supporting data, if any.

8.  Implement and maintain an effective internal monitoring and control
    system over finance, operations and regulatory compliance of the
    Company. The system should incorporate risk management to capture
    early warning signs to problems and extraordinary items, which may
    arise.

9.  Value the importance of human resources by providing competitive
    compensation packages to attract, retain and motivate quality staff
    and treat each employee fairly and without prejudice.

10. Define the proportion of executive directors and independent
    non-executive directors to balance their power. There should be a
    clear separation of power and authorities so that no one would be
    granted unlimited power.

11. Ensure all corporate business is conducted in accordance with high
    standards of corporate governance with legally and ethically
    accepted corporate practices.

12. Strictly safe keep the Company’s confidential information and
    activities and not to use any internal and/or confidential
    information of the Company for personal gain.

-   Employees of the Company are expected to:

1.  Strictly follow all rules and regulations of the Company and
    instructions from their superior. Be polite, obedient, and
    respectful and maintain esprit de corps among colleagues and assist
    each other in the course of work.

2.  Perform their duties diligently and punctually and not to abandon or
    disregard any duty or work that has been assigned to them.

3.  Treat all Company’s clients courteously, respectfully and promptly.

4.  Strictly safe keep the Company’s confidential information and
    activities and not to use any internal and/or confidential
    information of the Company for personal gain.

Social Contributions & Responsibility

1.  The Company shall not undertake any activity, which may adversely
    affect the national security, economy and well being of the people.
    The Company shall consider supporting charitable organizations at
    its discretion.

2.  The Company shall give support to the employees, the management, and
    Board of Directors to pursue environmental and nature conservation
    activities and shall not undertake any activities, which may cause
    harm to the environment and community.

3.  The Board of Directors, management and all employees shall uphold
    themselves as honorable citizens and avoid any illicit activities,
    which may damage the reputation of the Company.

2.  Shareholders: Rights and Equitable Treatment

  In convening each of its shareholders’ meetings, the Company sends
  invitations along with the agenda, Board opinions and all relevant
  information to all its shareholders at least one week in advance of
  the meeting to give shareholders ample time to study the material and
  attend the meeting.

  Shareholders who are not able to attend in person are given the option
  to appoint a proxy to attend the meeting and/or submit their votes on
  the various meeting agenda.

  In the course of the meetings, shareholders are invited to pose
  questions to the Board and are given sufficient time to do so. The
  Minutes of the Meetings are accurately and completely documented and
  are sent to all shareholders for their review prior to the following
  meeting.

3.  Various Groups of Stakeholders

  In its pursuit for sustainable growth and financial returns for its
  shareholders, the Company strives to become a role model corporate
  citizen. It respects the rights of all its stakeholders and conducts
  its operations fairly and strictly in compliance with all laws, rules
  and regulations.

  The Company aims to be a socially responsible company by contributing
  towards environmental conservation programs and to the local community
  which is exemplified by participating in the Sea Turtle Conservation
  Program, Elephant Help Foundation, establishing Laguna Childcare
  Centre, holding National Children’s Day event, establishing the Phuket
  Tsunami Recovery Fund, etc.

4.  Shareholders’ Meetings

In 2004 the Company held the Annual General Meeting and an Extraordinary
General Meeting. During the meetings the Chairman encouraged
shareholders to express their opinions or raise questions if they had
any. Ample time was set-aside so that all shareholders present were
given opportunities to address the meetings.

5.  Leadership and Vision

  The Board of Directors oversees the business affairs of the Company by
  reviewing and approving the Company’s strategic plans, key operational
  initiatives, major investments, funding decisions and financial
  performance. These functions are carried out through various executive
  and board committees as well as by means of a system of delegation of
  authority to senior management.

  The Board of Directors has put in place internal control policies in
  which financial, operations, compliance controls and risk management
  are efficiently and effectively incorporated in the Company’s
  operations. The Internal Audit Department monitors, reviews and checks
  that such policies are adhered to and reports its findings and
  recommendations directly to the Audit Committee who in turn discusses
  such matters at Board meetings.

  All major investments require the approval of the Board of Directors.
  Senior management are only authorized to approve expenses up to a
  maximum of the higher of Baht 2.0 million or 0.03% of the Company’s
  net tangible assets and such approvals require the signature of two
  authorized senior executives.

6.  Conflict of Interests

Transactions between the Company and its related parties which may give
rise to a conflict of interest are scrutinized by the Audit Committee
and if necessary, the approval to enter into such transactions are
sought from the Board of Directors and shareholders. The Company has and
will always comply with all Rules and Regulations laid down by the Stock
Exchange of Thailand. In addition, all connected party transactions are
completely and accurately disclosed in the Company’s annual report and
Form 56-1. The Company has put in place preventive measures in regards
to the use of inside information as disclosed in the 2004 annual report
under the topic “Supervision of the Use of Inside Information”.

7.  Business Ethics

The Company holds strongly to the belief that good business ethics is
one of the key elements for sustainable growth. In the interest of
promoting and advocating good business ethics throughout the
organization, standard operating procedures and a statement of business
conduct has been documented and distributed to employees of the Company.

8.  Balance of Power for Non-Executive Directors

There are sixteen directors on the Board of whom five are independent
directors. The qualification of all the Company’s independent directors
comply with the Securities and Exchange Commission's notification no.
Kor Jor. 12/2000.

9.  Aggregation or Segregation of Positions

Although the Company finds it appropriate for the Chief Executive
Officer to also be appointed as Chairman of the Board, the Company is
sensitive in giving excessive power and authority to a single individual
and therefore requires all strategic decisions to be approved by the
Board of Directors.

10. Remuneration for Directors and the Management

The Company is careful in giving competitive, but not excessive,
remuneration to its directors and management so as to attract and retain
highly qualified personnel and has consistently used the industry
practice as a guideline.

  Remuneration for Directors is approved by shareholders at each annual
  general meeting. Independent directors/directors who take on the
  additional responsibility of being a member of the Audit Committee
  and/or Remuneration Committee are each paid an additional fee.

  Annual review of management remuneration is based on the performance
  of the Company and performance of the individual employee.

  Remuneration paid to individual directors of the Board and management
  is also disclosed in the Company’s 2004 annual report under the topic
  “Remuneration & Other Benefits of the Directors and Shareholdings of
  Directors and Executives” and “Management Remuneration”.

11. Board of Directors’ Meetings

  The Board of Directors’ meet at least four times annually and
  additional meetings are called as and when necessary. Notices for
  meetings are sent well in advance along with the agenda and necessary
  information to give directors ample time to prepare themselves for
  productive discussions. A typical meeting lasts one to two hours. The
  Board convened a total of six meetings in the year 2004 and the
  attendance by each director is shown below:-

+------------------------+-------------------------------+-------------+
| Name                   | Position                      | Attendance  |
|                        |                               |             |
|                        |                               | (No. of     |
|                        |                               | Times)      |
+------------------------+-------------------------------+-------------+
| Mr. Ho Kwon Ping       | Chairman                      | 5           |
+------------------------+-------------------------------+-------------+
| Mr. Surapon Supratya   | Group Managing Director       | 6           |
+------------------------+-------------------------------+-------------+
| Mr. Ho Kwoncjan        | Managing Director (Design &   | 4           |
|                        | Services)                     |             |
+------------------------+-------------------------------+-------------+
| Mr. James R. Batt      | Managing Director (Laguna     | 5           |
|                        | Phuket)                       |             |
+------------------------+-------------------------------+-------------+
|                        |                               |             |
+------------------------+-------------------------------+-------------+
| Mr. Michael R. Ayling  | Deputy Managing Director      | 6           |
|                        | (Laguna Phuket)               |             |
+------------------------+-------------------------------+-------------+
| Mr. Steven M. Small    | Independent Director          | 5           |
+------------------------+-------------------------------+-------------+
| Mr. Udom Vichayabhai   | Independent Director          | 6           |
+------------------------+-------------------------------+-------------+
| Dr. Jingjai            | Independent Director          | 6           |
| Hanchanlash            |                               |             |
+------------------------+-------------------------------+-------------+
| Mr. Satit Rungkasiri   | Independent Director          | 5           |
+------------------------+-------------------------------+-------------+
| Mr. Vudhiphol          | Independent Director          | 6           |
| Suriyabhivadh          |                               |             |
+------------------------+-------------------------------+-------------+
| Thanpuying Chanut      | Director                      | -*          |
| Piyaoui                |                               |             |
+------------------------+-------------------------------+-------------+
| Mr. Ariel P. Vera      | Director                      | 4           |
+------------------------+-------------------------------+-------------+
| Mr. Kuan Chiet         | Director                      | 5           |
+------------------------+-------------------------------+-------------+
| Ms. Sirivan            | Director                      | 6           |
| Skulkerevathana        |                               |             |
+------------------------+-------------------------------+-------------+
|                        |                               |             |
+------------------------+-------------------------------+-------------+
| Mr. Niyom              | Director                      | 6           |
| Tassaneetipagorn       |                               |             |
+------------------------+-------------------------------+-------------+
| Ms. Nanchalee          | Director & Secretary          | 5           |
| Kecharananta           |                               |             |
+------------------------+-------------------------------+-------------+

  * Appointed representative who attended two Board meetings in 2004

  Minutes of all meetings are meticulously documented and are given to
  all directors for their approval. All minutes are systematically filed
  by the company secretary and can be easily retrieved whenever
  required.

12. Committees

The AUDIT COMMITTEE was formed in November 1999 and has performed their
duties since 2000. It comprises three independent directors and is
chaired by Mr. Steven M. Small. The Committee performs functions as
mentioned under Clause 9.1.2 in this report

  The Audit Committee has full access to and cooperation from the
  Company’s management and the internal auditor and has full discretion
  to invite any director or senior management to attend its meetings.
  The Audit Committee met four times in the year 2004.

  The REMUNERATION COMMITTEE was formed in November 2003 and has started
  to perform its duties in 2004. It comprises three members and is
  chaired by Mr. Ho Kwon Ping. The Committee performed functions as
  mentioned under Clause 9.1.3 in this report. The Remuneration
  Committee met two times in the year 2004.

13. Systems of Control and Internal Audit

  The Company realizes the significance of effective systems of control
  particularly in management and operations. Hence, the duties and
  responsibilities of the employees and the management are clearly
  defined. The Company has put in place policies to safe guard the
  Company’s assets and duties between the operators and the appraisal
  are clearly separated for effective checks and balances. Furthermore,
  the internal audit of the financial system has also been implemented.

  The Internal Audit Department checks and monitors the operations of
  the Company for compliance with the Company’s internal policies as
  well as all relevant laws and regulations. It performs its work
  independently and reports its findings directly to the Audit
  Committee. Remedial actions on any shortcomings are immediately
  implemented.

14. Directors’ Reporting

  The Board of Directors is accountable to its shareholders for the
  Company’s consolidated financial statements as well as the financial
  information as shown in the annual report. The Company’s financial
  statements are prudently prepared in accordance with generally
  accepted accounting principles and are independently reviewed by an
  international audit firm every quarter with a full audit performed at
  each year-end. All pertinent information relating to the financial
  statements are clearly and completely disclosed in the accompanying
  notes.

  Through the implementation of various policies, systems of internal
  control and the work of the internal and external auditors, the Board
  of Directors is reasonably satisfied with the integrity and
  reliability of the Company’s financial report and safeguard of assets.
  Additionally, the Audit Committee has been tasked to review the
  Company’s financial report and internal control practices directly
  with the external auditors for an impartial and non-biased feedback.
  “Opinion of the Board of Directors on the Company’s system of internal
  control” is disclosed in the Company’s 2004 annual report.

15. Relations with Investors

The Company discloses all general and financial information correctly,
completely, transparently and on a timely manner particularly any
information which may affect the price of the Company’s securities. All
information is communicated to investors, shareholders and relevant
sectors through the Stock Exchange of Thailand and the SET Community
Portal (New ELCID). In May 2002, Mr Surapon Supratya (Group Managing
Director) was appointed as “Liaison Officer” to represent the Company in
communicating with individual investors, shareholders, stock analysts
and state agencies.

  9.6 Supervision on the use of inside information

  Laguna Resorts & Hotels Plc has a Statement of Business Conduct to
  guide its Board of Directors, senior management and all rank and file
  employees in the use of inside information for the purpose of
  preserving the interest of all stakeholders of the Company. To prevent
  misuse of sensitive or confidential corporate information, the
  Company’s policy prohibits any employee, regardless of rank, from
  disclosing such corporate information for personal gain or for any
  other reason not in the Company’s interest. Sensitive and confidential
  information is also restricted to only those officers who have a
  direct responsibility over such matters. Additionally, the Company’s
  internal auditor monitors the trading of the Company’s shares by its
  directors, senior management and employees who are periodically
  required to report on the holding of the Company’s shares in
  accordance with the rules of the Securities and Exchange Commission.

7.  Human resources

-   The number of employees as at 31 December 2004 was 526 employees
    detailed below:

  ------------------------------------------------ ----------------------
  Department                                       No. of Employees

  Management Office                                9

  Project Control                                  20

  Accounts                                         26

  Administration                                   14

  IT                                               5

  Corporate Affairs                                26

  Finance                                          2

  Human Resources                                  3

  Internal Audit                                   3

  Design & Planning                                21

  Purchasing                                       1

  Corporate Engineering                            3

  Marketing                                        3

  Canal Village                                    9

  Dusit Laguna Resort                              381

  Total                                            526
  ------------------------------------------------ ----------------------

  Total remuneration and benefits paid to employees (such as salary,
  bonus, car allowance, social security payment, provident fund payment,
  medical, accident & health insurance, complimentary vouchers, etc.)
  during the 12 months ended 31 December 2004 amounted to Baht
  186,480,506.

  Human Resources Development Policy

  The group does not have a specific Human Resources development policy
  due to the number and nature of the different operations within the
  group. Rather the responsibility is divested to each of the operating
  departments and companies to ensure that the appropriate development
  needs of its employees and the required training resources are
  identified and allocated respectively.