9 Management

  9.1 Management structure as at 31^(st) December 2001

  9.1.1 Board of Directors

+----------------------------------+-----------------------------------+
| Name                             | Position                          |
+----------------------------------+-----------------------------------+
| 1. Mr. Ho Kwon Ping              | Chairman                          |
+----------------------------------+-----------------------------------+
| 2. Mr. Ho Kwon Cjan              | Joint Managing Director           |
|                                  | (Development)                     |
+----------------------------------+-----------------------------------+
| 3. Mr. James Richard Batt        | Joint Managing Director           |
|                                  | (Operations)                      |
+----------------------------------+-----------------------------------+
| 4. Mr. Surapon Supratya          | Joint Managing Director           |
|                                  | (Corporate)                       |
+----------------------------------+-----------------------------------+
| 5. Mr. Steven Murray Small       | Independent Director &            |
|                                  |                                   |
|                                  | Audit Committee Chairman          |
+----------------------------------+-----------------------------------+
| 6. Mr. Udom Vichayabhai          | Independent Director &            |
|                                  |                                   |
|                                  | Audit Committee Member            |
+----------------------------------+-----------------------------------+
| 7. Dr. Jingjai Hanchanlash       | Independent Director &            |
|                                  |                                   |
|                                  | Audit Committee Member            |
+----------------------------------+-----------------------------------+
| 8. Thunpuying Chanut Piyaoui     | Director                          |
+----------------------------------+-----------------------------------+
| 9. Mr. Ariel P. Vera             | Director                          |
+----------------------------------+-----------------------------------+
| 10. Ms. Sirivan Skulkerevathana  | Director                          |
+----------------------------------+-----------------------------------+
| 11. Ms. Nanchalee Kecharananta   | Director & Secretary to the Board |
+----------------------------------+-----------------------------------+
| 12. Mr. Kuan Chiet               | Director                          |
+----------------------------------+-----------------------------------+
| 13. Mr. Niyom Tassaneetipagorn   | Director                          |
+----------------------------------+-----------------------------------+
| 14. Mr. Michael Ramon Ayling     | Director                          |
+----------------------------------+-----------------------------------+

  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

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

  1. Mr. Steven Murray Small            Chairman

  2. Mr. Udom Vichayabhai               Member

  3. Dr. Jingjai Hanchanlash            Member

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

  Duties and Responsibilities of the Audit Committee

(a) To ensure that the financial report of the Company is accurate and
    sufficient.

(b) To ensure that the Company has appropriate and efficient internal
    control and internal audit.

(c) To consider, select, nominate and propose fees for the auditor of
    the Company.

(d) To ensure that the Company has complied with the Securities and
    Exchange Act., Stock Exchange of Thailand requirements or laws
    related to the business of the Company.

(e) To consider and disclose 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.

(f) To perform any other acts authorized by the Board of Directors of
    the Company with the approval of the Audit Committee.

(g) 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.

(h) To review the audit committee charter annually and recommend
    modification to the board as needed.

  Authority of the Audit Committee

  In order that the Audit Committee can effectively perform its duties,
  the Audit Committee has been empowered with the following authorities:

(a) Authority with respect to Management

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

(b) Authority with respect to the Internal Auditor

-   Supervision over the internal auditor so that there exist common
    objectives and understanding amongst the external auditor, Board of
    Directors and internal auditor.

-   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.

(c) Authority with respect to the External Auditor

-   Company for the purpose of obtaining approval for the appointment of
    external to review and evaluate the performance of the external
    auditor;

-   To propose external auditors and annual auditing fee to the Board of
    Directors of the auditors at the Annual General Meeting of
    Shareholders;

  (d) Others

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

  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 Director 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-fourths of the
    votes of shares of the shareholders who attend such meeting and the
    share 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 Executives remuneration:

  9.3.1 Monetary remuneration

(a) Remuneration for directors:

  Remuneration was paid as a meeting's fee to 14 directors of the board
  and 3 Audit Committee members for the 12 months ended 31 December 2001
  in the total amount of Baht 5,704,124.

(b) Remuneration for all executive directors and executives of the
    Company:

  Remuneration was paid to 8 executives for the 12 months ended 31
  December 2001 in the total amount of Baht 37,106,642 consisting of
  salaries, bonus, food & beverage, medical welfare, social security
  payments, accident & health insurance, accommodation, car allowance,
  tax paid by the company and tuition fee for their children.

2.  Other remuneration

  None

3.  Management contracts

  The Company and subsidiaries entered into an operating agreements with
  certain companies whereby these companies are to operate the Company’s
  and subsidiaries’ hotels. In consideration for such services, the
  Company and subsidiaries are committed to pay remunerations at the
  rates, terms and basis specific in the agreements. These agreements
  are summarised as follows:

+------------+-----------+-----------+--------------+------------------+
| Company    | Business  | Operator  | Contract     | Fees             |
|            | unit      |           | 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., Ltd. |              |                  |
| Limited    |           |           |              | - Incentive fee  |
|            |           |           |              | : 5% of gross    |
|            |           |           |              | operating profit |
+------------+-----------+-----------+--------------+------------------+
| Laguna     | Sheraton  | Sheraton  | 11.1.1989 -  | - Basic          |
| Grande     | Grande    | Overseas  | 31.12.2012   | management fee : |
| Limited    | Laguna    | M         |              | 2 % of total     |
|            | Phuket    | anagement | (has         | revenue          |
|            |           | Co        | exercised    |                  |
|            |           | rporation | its option   | - Incentive fee  |
|            |           |           | to extend    | : 7.5% of gross  |
|            |           |           | for 10 years | operating profit |
|            |           |           | as required  |                  |
|            |           |           | conditions   |                  |
|            |           |           | have been    |                  |
|            |           |           | met)         |                  |
+------------+-----------+-----------+--------------+------------------+
|            | Banyan    | Banyan    | 1.10.1992 -  | - Basic          |
|            | Tree Golf | Tree Golf | 31.12.2002   | management fee : |
|            | Club      | Club Ltd. |              | 3 % of total     |
|            |           |           | (has option  | revenue          |
|            |           |           | to extend    |                  |
|            |           |           | for 2        | - Incentive fee  |
|            |           |           | successive   | : 10% of gross   |
|            |           |           | periods of   | operating profit |
|            |           |           | 10 years) at |                  |
|            |           |           | option of    |                  |
|            |           |           | the operator |                  |
+------------+-----------+-----------+--------------+------------------+
| Laguna     | Banyan    | Banyan    | 1.5.1995 –   | - Basic          |
| Banyan     | Tree      | Tree      | 31.12.2005   | management fee : |
| Tree       | Phuket    | Hotels &  |              | 2 % of room      |
| Limited    | Hotel     | Resorts   | (has option  | revenue          |
|            |           | Pte. Ltd. | to extend    |                  |
|            |           |           | for 2        | - Incentive fee  |
|            |           |           | successive   | : 7.5% of gross  |
|            |           |           | period of 10 | operating profit |
|            |           |           | years) at    |                  |
|            |           |           | the option   |                  |
|            |           |           | of the       |                  |
|            |           |           | operator     |                  |
+------------+-----------+-----------+--------------+------------------+

  9.5 Corporate Governance

  Laguna Resorts & Hotels Public Company Limited is committed to
  maintaining a high standard of corporate governance within the Group.
  Good corporate governance establishes and maintains a legal and
  ethical environment in the Group which operates to preserve the
  interest of shareholders.

1.  Board of Directors

  The Board oversees the business affairs of the Group. Apart from its
  statutory responsibilities, the Board reviews and approves the Group's
  strategic plans, key operational initiatives, major investments,
  funding decisions and financial performance. These functions are
  carried out directly or through the Audit Committee as well as by
  means of a system of delegation of authority to senior management
  personnel in the various companies of the group. The Board held a
  total of five meetings in the 12 months ended 31 December 2001 under
  review.

  The Board comprises 14 directors, three of whom are independent
  directors and are members of the Audit Committee (please refer to
  section 9.1.1).

  9.5.2 Audit Committee

  The Directors of LRH have adopted the principles of corporate
  governance under the Best Practice Guidelines for Audit Committee.

The AC comprises three members, all of whom are independent directors.
Mr. Steven M. Small chairs the Audit Committee, which performs the
functions as set out in section 9.1.2 above.

  The Committee has full access to and co-operation from the Company's
  management and the internal auditor and has full discretion to invite
  any director or executive officer to attend its meetings. The Audit
  Committee met five times as of December 2001.

  9.6 Supervision on the use of inside information

  Preventive measures put in place include making it a group wide policy
  to prohibit any staff, regardless of rank, from disclosing sensitive
  and confidential corporate information for personal gain or for any
  other reason not relating to the Company. Such 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 employees and all
  Directors and senior management are periodically required to report
  their holding of the Company's securities in accordance with the rules
  of the Securities and Exchange Commission.

  9.7 Human resources

-   No. of employees as of 31st December, 2001 was 441 employees

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

  Management Office                                8

  Project Control                                  13

  Design & Planning                                10

  Accounts                                         21

  Purchasing                                       6

  Administration                                   13

  IT                                               2

  Corporate Affairs                                14

  Marketing                                        2

  Canal Village                                    8

  Dusit Laguna Resort                              344

  Total                                            441
  ------------------------------------------------ ----------------------

-   Total remuneration and benefit paid to the employees during the nine
    months ended 31 December 2001 was Baht 118,394,497 consisting of
    salaries, bonus, food & beverage, medical welfare, social security
    payments, accident & health insurance, accommodation, car allowance,
    tax paid by the company and tuition fee for their children.

-   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.