11 Related party transactions 

During 2004, the Company had significant business transactions with its
subsidiaries, associated and related companies (related by way of common
shareholders and/or common directors).

LRH by the nature of its product and its complex group structure has a
large number of related party transactions. Laguna Phuket is an
integrated resort with a number of hotels and associated resort services
being incorporated in different companies within the group. This in
itself results in a significant number of related party transactions
which are considered to be necessary and reasonable for the operation of
Laguna Phuket. The nature of these transactions are summarised below:

-   Loans to subsidiary companies and between group companies are
    unsecured and are denominated in Thai Baht. The loans carry interest
    at a rate equal to the lenders’ borrowing costs per annum plus a
    margin of 1.1%. Where loans have been made by Laguna Holiday Club
    Ltd. (“LHC”)to subsidiaries, the interest rate charged is 6%. The
    loans are repayable on demand, however it is expected that those
    loans would not be called for repayment in the short-term. Therefore
    such loans are recorded as non-current assets/liabilities in the
    balance sheet.

-   Costs are often incurred in one company within the group which are
    reimbursed by the company to which the expense relates. Actual costs
    are reimbursed with no handling costs applied.

-   In a number of instances goods and services that are consumed by
    customers in one part of Laguna Phuket are billed centrally to the
    customer at the hotel at which the customer is staying. Such charges
    relate to meals at restaurants, golf fees, treatments at Spa’s and
    goods purchased at shops in the resort. On receiving the funds
    centrally from the customer, the hotel reimburses the company in
    which the goods and services are consumed. Actual receipts are paid
    and handling charges are generally not charged with the exception of
    credit card commissions as noted below.

-   When monies are received in a different company in which the revenue
    was earned, credit card commissions are deducted from the gross
    receipts of customers in the company in which the monies were
    received. As a result there is an inter company charge that passes
    on the cost to the company in which the revenue is recognised. The
    rates charged range from 2% to 4% of the revenue and are based on
    the actual commissions charged by the credit card companies.

-   Laguna Beach Resort charges a commission to Banyan Tree Spa Co.,
    Ltd. for guests that it provides to the closely located Spa. The
    commission is paid by the Spa to incentivise Laguna Beach Resort to
    market the Spa’s facilities to its guests. The rates charged range
    from 5% to 10% of spa revenue based on the number of guests that the
    Laguna Beach Resort provides to the Spa each month.

-   

-   Laguna Service Co., Ltd. provides centralised services to each
    operation in the group located in Laguna Phuket which are charged at
    the following rates:

  - Utility charge : at the determined price and actual usage

  - Laundry charge : at the price as based on cost plus certain margin

  - Beach cleaning, transportation charges, : based on actual cost

computer training centre and staff buses

  - Marketing fee : at the rate of 1 % of hotel operations revenue

-   The employees of LRH provide architectural services and manage
    projects that are undertaken during the year. The contracted fee for
    project management is set at a rate of 5% of the actual or budgeted
    costs of the project and the contracted fee for architectural
    services is progressive at a rate of 6.5% of construction cost for
    the first Baht 10 million, 5.5% of construction cost between Baht 10
    million and 30 million, 4.75% of construction cost between Baht 30
    million and 50 million and 4.5%, of construction cost above Baht 50
    million.

-   Operating agreements to manage the hotels are on the following
    terms:

(i) the management contract of the Banyan Tree Phuket pays a basic
    management fee of 2% of total revenue and an incentive fee of 7.5%
    of gross operating profit. In addition, expenses relating to the
    sharing of promotional campaigns and adverts, sales staff salaries,
    central reservations and international sales offices incurred by the
    Banyan Tree corporate head office are reimbursed on the basis of
    each of the individual hotels revenue in the Banyan Tree group.

(ii) the management contract of the Dusit Laguna Resort pays a basic
     management fee of 2% of total revenue and an incentive fee of 5% of
     gross operating profit. In addition the sharing of promotional
     campaigns and adverts incurred by the Dusit Thani corporate head
     office are reimbursed.

(iii) the management of the golf course is governed by the Technical
      Assistance Agreement to conduct the golf business. The terms of
      the agreement set a basic management fee of 3% of total revenue
      and an incentive fee of 10% of gross operating profit.

  All management fees are consistent with industry practice and the
  share of group marketing costs incurred by Laguna Banyan Tree Limited
  (“LBT”) and LRH are the reimbursement of costs benefiting each of the
  hotels. As a result these transactions are on normal commercial terms
  and conditions.

-   Discounts are provided on retail sales between group companies as
    follows:

(i) sales from Banyan Tree Gallery (Thailand) Limited (“BTGT”)and other
    Thai subsidiary and related companies which are priced at a 30% to
    50% discount to the retail price; and

(ii) sales from BTGT to Banyan Tree Gallery (Singapore) Pte Ltd.
     (“BTGS”) and shops in Bintan and the Maldives which are priced at
     cost plus a handling fee of 5%. In this instance BTGT acts as a
     purchasing agent on behalf of BTGS in order to centralise the
     purchasing function.

(iii) Sales from BTGS to BTGT which are priced at cost plus a handling
      fee of 5%.

-   Rent is paid for premises and land and are on the following bases:

  (i) Rental of hotel premises and service income is on the basis of 5%
  to 11.5% of sales revenue which is dependent on criteria such as the
  location, budgeted sales, term of the lease, size of area leased and
  type of operation. Rent charged is on normal commercial terms and
  conditions.

(ii) rental of office space with monthly rent varying from Baht 385 to
     Baht 550 per square metre which is dependent on criteria such as
     the location, term of the lease and size of area leased.

(iii) rental of space in Canal Village for Laguna Holifay Club and
      Property Sales offices. The rates charged range from Baht 550 to
      Baht 750 per square metre.

(iv) rental of hotel premises is on the basis of Baht 937 per square
     metre.

(v) rental of land on which hotel premises are located at the rate of
    Baht 12.5 million to Baht 13.8 million per annum up until July 2004.

(vi) rental of land on which hotel operations are located at the rate of
     Baht 1.4 million to Baht 1.5 million per annum up until July 2004.

(vii) Up until 31 July 2004 the rental of a marquee was rented on normal
      commercial terms. From 1 August 2004, no rental charges for the
      use of the marquee are being charged to the operations.

(viii) rental of land on which the shopping village and staff dormitory
       are located at the rate of Baht 0.5 million to Baht 1.3 million
       per annum up until July 2004.

(ix) rental of land on which hotel premises are located at the rate of
     Baht 4.5 million to Baht 4.7 million per annum, up until July 2004.

(x) From 1 August 2004 the rental of the land and lagoon on which hotel
    operations and Canal Village are located is at the rate of Baht
    85,000 and Baht 8,500 per Rai per annum respectively and is
    considered to be on commercial terms and conditions.

(xi) From 1 August 2004 rental of land on which the Laguna Phuket Golf
     Club and Laguna Quest Adventure are located is at the rate of Baht
     8,500 per Rai per annum and is considered to be on commercial terms
     and conditions.

  Rents charged and paid are on normal commercial terms and conditions
  and are on an arms length basis.

-   The purchase of lease rights of 27 hotel units in the Angsana Resort
    & Spa on Bintan Island, Indonesia for use as inventory in the
    time-share business at the price specified in the agreement. The
    purchase price was at a significant discount to the listed price for
    the properties.

  Until such time the Laguna Holiday Club commences its time share
  business in Bintan, a Management Agreement is in place whereby a 15
  percent return per annum of the investment in the leasehold rights is
  received.

-   The Laguna Holiday Club purchases vouchers from the Banyan Tree Spa
    which it provides to potential customers as a marketing tool. These
    Spa vouchers are priced at a 40% discount to the Spa list price.

-   Purchase of Banyan Tree Spa and Banyan Tree Gallery vouchers for
    distribution to management to provide an additional benefit scheme.
    The vouchers will be issued yearly to qualifying executives and will
    be valid only within the year of issue.

-   Other one off related party transactions occurred during 2004 which
    are included in the detailed listing of significant related party
    transactions that follows.

It is the group’s policy to ensure that there is no conflict of interest
when related party transactions are executed. All existing related party
transactions are communicated by each of the operations within Laguna
Phuket on a quarterly basis and reviewed by management. New proposed
related party transactions are identified by and/or communicated to
higher level management and the transactions are approved by either the
shareholders, directors on senior management in accordance with the
requirements of the SET. All new significant related party transactions
(not requiring shareholders approval) are presented to the independent
directors in the Audit Committee for their opinion which includes
demonstrating that the transaction is on commercial terms and on an arms
length basis. Once recommended by the Audit Committee the transaction is
approved by the Board of Directors whereby interested directors do not
take part in approving the transaction.

It is the intention of the Company to minimise the incidence of related
party transactions wherever practicable. However given the nature of the
group structure and the groups business it is not possible to cease many
of the current transactions. As a result the group’s future policy is
geared towards ensuring that all current and future transactions are
necessary and are on commercial terms and conditions.

Related party transactions, which have been concluded on the terms and
bases determined by the Company and its subsidiary and related companies
are detailed below. Significant transactions greater than Baht 1 million
are disclosed separately and non significant transactions have been
grouped.

RELATED PARTY TRANSACTIONS IN YEAR 2004

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 RELATED PARTY TRANSACTIONS IN YEAR 2004 (CONT’D)

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 RELATED PARTY TRANSACTIONS IN YEAR 2004 (CONT’D)

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RELATED PARTY TRANSACTIONS IN YEAR 2004 (CONT’D)

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  --------- -- --- -- ---- --------- -------- ---- ------ --- --- --- ------- --- -- -- ---- ---
  14                       OTHER                   1.26                                      
                           RENTALS                                                           
                           <1.0 MB                                                           

  LAND                                                                                       
  RENTALS                                                                                    

  15                       LAND                    1.32                                      
                           RENTAL                                                            
                           <1.0MB                                                            
  --------- -- --- -- ---- --------- -------- ---- ------ --- --- --- ------- --- -- -- ---- ---

 

RELATED PARTY TRANSACTIONS IN YEAR 2004 (CONT’D)

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  ---- ------ ----- ----------------- --------- ------- ------- ------ ------ -------- ------- ----- ---- ---- ------- ------
  22   BTS    LSC   Service charge on As in 21  As in   4.77    0.52   TWC,   Common   As in   1.1   NA   NA   LBC     KCH
                    laundry, staff    above     21                     BTHL   Shr      21                      owns    
                    bus, computer               above                                  above                   27.1%   
                    training, etc.                                                                             in LSC  
                    charged to the                                                                             (a) (b) 
                    Banyan Tree Spa.                                                                           (c)     

  23   LBC    LSC   Service charges   As in 21  As in   20.88   4.05   TWC,   Common   As in   1.1   NA   NA   LBC     JRB,
                    on laundry,       above     21                     BTHL   shr      21                      owns    SS,
                    water,                      above                                  above                   27.1%   SSU
                    transportation,                                                                            in LSC  
                    beach cleaning,                                                                            (a) (b) 
                    staff bus,                                                                                 (c)     
                    computer                                                                                           
                    training, etc.                                                                                     
                    charged to the                                                                                     
                    Laguna Beach                                                                                       
                    Resort Hotel                                                                                       

  24   LBTL   LSC   Service charges   As in 21  As in   22.88   4.38   TWC,   Common   As in   1.1   NA   NA   LBC     KCH,
                    on laundry,       above     21                     BTHL   Shr      21                      owns    JRB,
                    water,                      above                                  above                   27.1%   NT,
                    transportation,                                                                            in LSC  SS,
                    beach cleaning,                                                                            (a) (b) SSU,
                    staff bus,                                                                                 (c)     MA
                    computer                                                                                           
                    training, etc.                                                                                     
                    charged to the                                                                                     
                    Banyan Tree                                                                                        
                    Phuket Hotel                                                                                       

  25   LGL    LSC   Service charges   As in 21  As in   1.45    0.12   TWC,   Common   As in   1.1   NA   NA   LBC     JRB,
                    on laundry,       above     21                     BTHL   Shr      21                      owns    KCH,
                    water,                      above                                  above                   27.1%   MA,
                    transportation ,                                                                           in LSC  NT,
                    staff bus,                                                                                 (a) (b) SS,
                    computer                                                                                   (c)     SSU
                    training, etc.                                                                                     
                    charged to the                                                                                     
                    Laguna Golf Club                                                                                   
  ---- ------ ----- ----------------- --------- ------- ------- ------ ------ -------- ------- ----- ---- ---- ------- ------

RELATED PARTY TRANSACTIONS IN YEAR 2004 (CONT’D)

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RELATED PARTY TRANSACTIONS IN YEAR 2004 (CONT’D)

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RELATED PARTY TRANSACTIONS IN YEAR 2004 (CONT’D)

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RELATED PARTY TRANSACTIONS IN YEAR 2004 (CONT’D)

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RELATED PARTY TRANSACTIONS IN YEAR 2004 (CONT’D)

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REFERENCE FOR REASON of Having Related Person Being a Shareholder in
lieu of the Co.

AS OF 31 dECEMBER 2004

+----+----------------------+-----------------------------------------+
| Re |   Relationship       |   Reason                                |
| f. |                      |                                         |
+----+----------------------+-----------------------------------------+
|    |                      |                                         |
+----+----------------------+-----------------------------------------+
|    |   TWC owns:          |   TWC has interests in hotels and       |
|  ( |                      |   resorts and LRH was a spin off from   |
| a) |   - 34.78% in LRH,   |   TWC when it consolidated most of its  |
|    |                      |   hotel interests into LRH. Apart from  |
|    |   - 87.45% in TWPL,  |   LRH, TWC also has hotel interests     |
|    |                      |   through TRL. TWC's other interests    |
|    |   - 19.80% in TRL,   |   include commercial and residential    |
|    |                      |   property development (through TWPL,   |
|    |   - 45.45% in TWFP,  |   TWRL, MJL) as well as consumer food   |
|    |                      |   products (through TWFP).              |
|    |   - 99.99% in TWRL,  |                                         |
|    |                      |                                         |
|    |   - 49.99% in MJL    |                                         |
+----+----------------------+-----------------------------------------+
| (  |   BTHL owns :        |   BTHL has interests in hotel           |
| b) |                      |   operations worldwide and Thailand is  |
|    |   - 48.39% in LRH*,  |   one of these countries. BTHL and LRH  |
|    |                      |   have a joint venture relationship in  |
|    |   - 49.00% in BTS,   |   several companies in using the Banyan |
|    |                      |   Tree brandname and know-how for the   |
|    |   - 49.00% in BTG    |   mutual benefit of maximising the      |
|    |   (T),               |   return on such investments.           |
|    |                      |                                         |
|    |   - 49.00% in BTG    |                                         |
|    |   (S),               |                                         |
|    |                      |                                         |
|    |   - 100.00% in BTHR, |                                         |
|    |                      |                                         |
|    |   - 100.00% in BTGC, |                                         |
|    |                      |                                         |
|    |   - 100.00% in BTR   |                                         |
|    |                      |                                         |
|    |   - 100.00% in BTSL  |                                         |
+----+----------------------+-----------------------------------------+
| (  |   TRL owns:          |   TRL has interests in hotels and       |
| c) |                      |   resorts and TWC and BTHL were a spin  |
|    |   - 1.45% in BTHL    |   off from TRL when it consolidated     |
|    |                      |   most of its hotels interests into TWC |
|    |   - 100.00% in GSI   |   and BTHL.                             |
|    |                      |                                         |
|    | -   19.80% in TRLI,  |                                         |
|    |     who owns 44.93%  |                                         |
|    |     in BTHL, through |                                         |
|    |     GSI              |                                         |
|    |                      |                                         |
|    | -   58.5% in         |                                         |
|    |     Tropical Bintan  |                                         |
|    |     Pte Ltd, who     |                                         |
|    |     owns 100% in     |                                         |
|    |     PTBH, through    |                                         |
|    |     GSI              |                                         |
+----+----------------------+-----------------------------------------+

Note * Percentage of shareholding as at the last share register book
closing of LRH on 2 July 2004

REFERENCE FOR Procedures for Approving Related Transaction

Re: Rules and Procedures and Disclosure of Connected Transactions of
Listed Company dated 19 November 2003 amended by 21 July 2004

  ----------- -------------------------------------------------------------
  Reference   Reason

  1           Normal business transaction or supporting normal business
              transaction

  1.1         Normal business transaction with general trading conditions

  1.2         Supporting normal business transaction with general trading
              conditions and with return that can be computed from
              underlying assets or value
  ----------- -------------------------------------------------------------

REFERENCE FOR Valuation Price / Rental Fee Assessed by 3rd Parties

+-----+-----+----------------------------------------------------------+
| Ref | Tr  | Justification for Transactions                           |
| ere | ans |                                                          |
| nce | act |                                                          |
|     | ion |                                                          |
|     | T   |                                                          |
|     | ype |                                                          |
+-----+-----+----------------------------------------------------------+
| A   | Ret | - Rental rate set at a sqm basis is in line with market  |
|     | ail | rate.                                                    |
|     | Ren |                                                          |
|     | tal | - The majority of the rental of Galleries, Spa’s and     |
|     |     | restaurants are contracted on a % of revenue basis and   |
|     |     | have been separately negotiated with the management of   |
|     |     | each hotel operation.                                    |
|     |     |                                                          |
|     |     | - Spa and Gallery contracts being negotiated with other  |
|     |     | unrelated hotel operators are also structured on a % of  |
|     |     | revenue basis i.e. this is the general rental policy     |
|     |     | applied by the Banyan Tree Group.                        |
+-----+-----+----------------------------------------------------------+
| B   | Off | - Rental rate is in line with market rate. Generally in  |
|     | ice | the upper range if compared to the same building in a    |
|     | Ren | similar location.                                        |
|     | tal |                                                          |
|     |     | - Terms and conditions in the agreement are similar to   |
|     |     | other customers and the market.                          |
|     |     |                                                          |
|     |     | - Service has been separated from rental for tax         |
|     |     | reasons.                                                 |
+-----+-----+----------------------------------------------------------+
| C   | L   | - Land lease rates are very different in the market      |
|     | and | depending on the location and type of land.              |
|     | Ren |                                                          |
|     | tal | - NPV calculation of rent charged has been compared to   |
|     |     | valuations as performed by an independent property       |
|     |     | valuer.                                                  |
+-----+-----+----------------------------------------------------------+

Financial Assistance

In 2004, the Company entered into significant transactions with related
companies which there were persons with mutual interest as follows:-

  Lending

Million Baht

[TABLE]

  Guarantees

Million Baht

+------+-----+----+---+------+------------+-------------------------+
| G    | Deb | 20 | 2 | Per  | Nature of  | Necessity /             |
| uara | tor | 04 | 0 | sons | Re         | Reasonableness of       |
| ntor |     | Am | 0 | with | lationship | contract                |
|      |     | ou | 3 | mu   |            |                         |
|      |     | nt | A | tual |            |                         |
|      |     |    | m | inte |            |                         |
|      |     |    | o | rest |            |                         |
|      |     |    | u |      |            |                         |
|      |     |    | n |      |            |                         |
|      |     |    | t |      |            |                         |
+------+-----+----+---+------+------------+-------------------------+
| LRH  | LSC | 2. | 2 | TWC, | Common     | 1. Due to their         |
|      |     | 00 | . | BTHL | S          | financial size, the     |
|      |     |    | 0 |      | hareholder | debtors are not able to |
|      |     |    | 0 |      |            | obtain favorable        |
|      |     |    |   |      |            | borrowing terms from    |
|      |     |    |   |      |            | banks without the       |
|      |     |    |   |      |            | guarantee of LRH /      |
|      |     |    |   |      |            | TWRH.                   |
|      |     |    |   |      |            |                         |
|      |     |    |   |      |            | 2. It is a generally    |
|      |     |    |   |      |            | accepted practice to    |
|      |     |    |   |      |            | rely on the parent      |
|      |     |    |   |      |            | company's financial     |
|      |     |    |   |      |            | strength to act as a    |
|      |     |    |   |      |            | guarantor for its       |
|      |     |    |   |      |            | subsidiaries borrowings |
|      |     |    |   |      |            | to obtain favorable     |
|      |     |    |   |      |            | terms which result in   |
|      |     |    |   |      |            | higher profitability    |
|      |     |    |   |      |            | for the group.          |
+------+-----+----+---+------+------------+-------------------------+
| LRH  | BTG | 7. | 7 | TWC, | Common     |                         |
|      | (T) | 00 | . | BTHL | S          |                         |
|      |     |    | 0 |      | hareholder |                         |
|      |     |    | 0 |      |            |                         |
+------+-----+----+---+------+------------+-------------------------+
| LRH  | PCD | 0. | 0 | TWC  | Common     |                         |
|      |     | 50 | . |      | S          |                         |
|      |     |    | 5 |      | hareholder |                         |
|      |     |    | 0 |      |            |                         |
+------+-----+----+---+------+------------+-------------------------+
| LRH  | WTL | -  | 1 | KP   | Common     |                         |
|      |     |    | . |      | Director   |                         |
|      |     |    | 0 |      |            |                         |
|      |     |    | 0 |      |            |                         |
+------+-----+----+---+------+------------+-------------------------+
| T    |     | 9. | 1 |      |            |                         |
| otal |     | 50 | 0 |      |            |                         |
| G    |     |    | . |      |            |                         |
| uara |     |    | 5 |      |            |                         |
| ntee |     |    | 0 |      |            |                         |
| Baht |     |    |   |      |            |                         |
+------+-----+----+---+------+------------+-------------------------+

ABBREVIATIONS

+-------+---------------------------+-------+-------------------------+
|       |   PT. AVC Indonesia       |   LHC |   Laguna Holiday Club   |
|  AVCI |                           |       |   Limited (formerly     |
|       |                           |       |   Allamanda Vacation    |
|       |                           |       |   Club Limited)         |
+-------+---------------------------+-------+-------------------------+
|   BGL |   Bangtao Grande Limited  |   LRH |   Laguna Resorts &      |
|       |                           |       |   Hotels Public Company |
|       |                           |       |   Limited               |
+-------+---------------------------+-------+-------------------------+
|       |   Banyan Tree Golf Club   |   LSC |   Laguna Services       |
|  BTGC |   Ltd.                    |       |   Company Limited       |
+-------+---------------------------+-------+-------------------------+
|   BTG |   Banyan Tree Gallery     |   MJL |   Mae Joe Land Company  |
|   (T) |   (Thailand) Ltd.         |       |   Limited               |
+-------+---------------------------+-------+-------------------------+
|   BTG |   Banyan Tree Gallery     |   PCD |   PCD Limited           |
|   (S) |   (Singapore) Pte., Ltd.  |       |                         |
+-------+---------------------------+-------+-------------------------+
|       |   Banyan Tree Holdings    |       |   PT Bintan Hotel       |
|  BTHL |   Pte., Ltd.              |  PTBH |                         |
+-------+---------------------------+-------+-------------------------+
|       |   Banyan Tree Hotels and  |   TRL |   Tropical Resorts Ltd. |
|  BTHR |   Resorts Pte. Ltd.       |       |                         |
+-------+---------------------------+-------+-------------------------+
|   BTR |   Banyan Tree Resorts     |       |   TRL Investments Ltd.  |
|       |   Ltd.                    |  TRLI |                         |
+-------+---------------------------+-------+-------------------------+
|   BTS |   Banyan Tree Spa Company |   TWC |   Thai Wah Public       |
|       |   Limited                 |       |   Company Limited       |
+-------+---------------------------+-------+-------------------------+
|       |   Banyan Tree Spas Pte.   |       |   Twin Waters           |
|  BTSL |   Ltd.                    |  TWDC |   Development Company   |
|       |                           |       |   Limited               |
+-------+---------------------------+-------+-------------------------+
|   CGL |   Cheer Golden Ltd.       |       |   Thai Wah Food         |
|       |                           |  TWFP |   Products Public       |
|       |                           |       |   Company Limited       |
+-------+---------------------------+-------+-------------------------+
|   GSI |   Golden Sand Investment  |       |   Thai Wah Plaza        |
|       |   Ltd.                    |  TWPL |   Limited               |
+-------+---------------------------+-------+-------------------------+
|   LBC |   Laguna Beach Club       |       |   TWR-Holdings Limited  |
|       |   Limited                 |  TWRH |                         |
+-------+---------------------------+-------+-------------------------+
|       |   Laguna Banyan Tree      |       |   Thai Wah Realty       |
|  LBTL |   Limited                 |  TWRL |   Limited               |
+-------+---------------------------+-------+-------------------------+
|   LGL |   Laguna Grande Limited   |   WTL |   Wenco Thai Limited    |
+-------+---------------------------+-------+-------------------------+
|       |                           |       |                         |
+-------+---------------------------+-------+-------------------------+

INITIALS

+-----+-----------------------------+-------+-------------------------+
|     |   Mr Ho Kwon Ping           |   JRB |   Mr James R. Batt      |
| KPH |                             |       |                         |
+-----+-----------------------------+-------+-------------------------+
|     |   Mr Ho Kwoncjan            |   SS  |   Dr Sretsei            |
| KCH |                             |       |   Saittagaroon          |
|     |                             |       |   (resigned from his    |
|     |                             |       |   directorship in LBC   |
|     |                             |       |   since 15 December     |
|     |                             |       |   2004)                 |
+-----+-----------------------------+-------+-------------------------+
|     |   Ms Chiang See Ngoh        |   MA  |   Mr Michael R. Ayling  |
| CSN |                             |       |                         |
+-----+-----------------------------+-------+-------------------------+
|     |   Mr Ariel P. Vera          |   NT  |   Mr Niyom              |
| APV |                             |       |   Tassaneetipagorn      |
+-----+-----------------------------+-------+-------------------------+
|     |   Mr Surapon Supratya       |   CH  |   Mr Kuan Chiet         |
| SSU |                             |       |                         |
+-----+-----------------------------+-------+-------------------------+
|     |   Mr. Phitak                |   YYK |   Mr. Yeow Yew Keong    |
|  PB |   Boonpojanasoontorn        |       |                         |
+-----+-----------------------------+-------+-------------------------+
|     |                             |       |                         |
+-----+-----------------------------+-------+-------------------------+