10. Internal Control

  In the opinion of the Board of Directors and Audit Committee, KTP and
  its subsidiaries have adequate internal systems to safeguard the
  resources of the Company and ensure set procedures and policies are
  adhered to. The Board of Director is responsible for setting up
  internal Control procedure to ensure all directive and goals are
  achieved. The Company engages the Internal Audit team of Keppel Land
  International Pte Ltd to perform on audit of the Company and the group
  at least once a year and report to the Audit Committee and the Board
  of Directors on its findings. The Audit Committee will review the
  quarterly financial statements and report with the external auditors
  and internal audit. The management will ensure that there were no
  serious concerns raised before proposing them to the Board of
  Directors for consideration and approval. The Audit Committee is
  satisfied that KTP and its subsidiaries have maintained adequate
  internal controls during the year.

  10.1 Corporate Governance

  Good corporate governance is a safeguard against fraud and
  mismanagement. It promotes openness, transparency and accountability,
  while cutting back on excessive bureaucracy. It fosters an environment
  of trust and integrity, which promotes shareholder value.

  The Company believes in setting high standards of corporate governance
  and is fully committed to ensure that self-regulatory controls are
  firmly adhered to protect shareholders’ interests and enhance
  long-term shareholders’ value. The Company has implemented The Stock
  Exchange of Thailand’s five principles as follows,

1.  Right of Shareholders

  The Company discloses periodic financial results and all relevant
  information through the Stock Exchange of Thailand and through its
  website which provides adequate information. In addition, shareholders
  have the right to participate and vote in the Annual General Meeting
  of Shareholders. The Board of Directors always recognizes
  shareholders’ rights and avoids any action that violates those rights.

2.  Equitable Treatment of Shareholders

  All Shareholders are treated equally at Shareholders’ Meeting, all
  processes and procedures will adhere to equitable treatment for all
  Shareholders.

3.  Role of Stakeholders

  Stakeholders of the Company have been treated fairly in accordance
  with their legal rights as specified in relevant laws, and are also
  given equal importance and opportunity in consideration to personnel,
  business partners, customers, investors. The Company will strive to
  provide a quality work environment with utmost emphasis on safety and
  conducive surroundings with fair and equitable compensation.

4.  Disclosure and Transparency

  The Company ensures that all important information relevant to the
  Company, financial and non-financial, is disclosed correctly,
  accurately on a timely basis and transparently through the Stock
  Exchange of Thailand and its website.

5.  Responsibility of the Board

  The Board of Directors of the Company consists of directors with
  varied qualifications, skills, experience and expertise that are
  useful to the Company.

10.2 Executive Committee

  The Executive Committee consists of one Executive Director and four
  Non-Executive Directors. Its responsibility is to oversee the
  business, assets, affairs and performance of the Company in the best
  interests of its shareholders. The Committee focuses its activities on
  the key requirements of the Company such as corporate strategy, major
  investment, divestment, funding proposals, financial performance
  reviews and succession planning, risk management and other corporate
  governance practices. Management’s responsibility on the other hand is
  to run the business in accordance with the policies and strategies set
  by the Executive Committee.

10.3 Board of Directors - Composition and Balance

  The Board of Directors consists of twelve Directors: three Independent
  Directors, one Executive Director and eight Non-Executive Directors
  who are representatives of shareholders. The Board of Directors held 5
  meetings during 2007.

  All Directors possess the requisite qualifications and experience to
  perform their roles to maximize the potential of the company.
  Together, they bring a wide range of technical skills and management
  expertise and experience to ensure that the Group continues to be a
  competitive player in the property industry with strong reputation for
  technical and professional competence.

  Apart from the Board’s statutory responsibilities, the principal
  functions of the Board compile with the Stock Exchange of Thailand are
  to:

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

-   Provide full and timely information disclosure to shareholders.

-   Accountable to all shareholders and use the best effort to enhance
    shareholders’ value.

-   Review, and where required, approve the key strategies, objectives
    and plans of the Company and the appropriate financial and
    operational matters;

-   Advise Management on the significant issues facing the Company.

-   Oversee processes for evaluating the adequacy of internal controls,
    risk management, financial reporting and compliance, and satisfies
    itself as to the adequacy of such processes;

-   Nominate Directors and to ensure that the structure and practices of
    the Board provide for sound corporate governance; and

-   Supervise and appropriately remunerate senior management.

  The Board Members are provided with regular management reports and
  information that highlight the Company’s performance and business
  conditions. The Company has introduced the following reporting
  procedures to allow it to better anticipate risks and key drivers
  ahead of events, so that the Management can make timely decisions.
  They are:

1.  Whistle-Blower Protection System: The purpose of this policy is to
    encourage the reporting in good faith of suspected Reportable
    Conduct (as defined below) by establishing clearly defined processes
    through which such reports may be made with confidence that
    employees and other persons making such reports will be treated
    fairly and protected from reprisal.

  “Reportable Conduct” refers to any act or omission by a Company
  employee or contract worker appointed by the Company, which occurred
  in the course of his or her work (whether or not the act is within the
  scope of his or her employment) which in the view of a Whistle-Blower
  acting in good faith is;

  (a) dishonest, including by not limited to theft or misuse of KTP
  Group Resources;

  (b) fraudulent;

  (c) corrupt;

  (d) illegal;

  (e) other serious improper conduct;

  (f) an unsafe work practice; or

  (g) any other conduct which may cause financial or non-financial loss
  to KTP or damage to KTP’s reputation.

2.  Enterprise Risk Management Report: Enterprise risk management is now
    an integral part of KTP’s operation. Enterprise Risk Management is a
    process designed to identify potential events that may affect the
    Company, and manage risks within the Company’s risk appetite, to
    provide reasonable assurance regarding the achievement of the
    Company’s objectives. The Company’s enterprise risk management
    process is implemented on a quarterly basis, and is integrated with
    Keppel Land’s ERM initiatives.

3.  Internal Audit Report: An Internal Audit is conducted annually to
    review the adequacy and effectiveness of the key controls and
    procedures and processes of the Company and its subsidiaries. An
    Internal Audit Report is then generated to address 3 key areas;- the
    adequacy and effectiveness of existing internal controls and
    operational procedures; compliance with established policies and
    procedures; and lastly to report on weaknesses and make
    recommendations for improvement in the areas reviewed.

4.  Continuity Plan for Bird Flu Pandemic: During 2007, KTP implemented
    a Bird Flu Pandemic Plan as part of the broader Business Continuity
    Plan from Keppel’s head office. A seminar was held for all staff to
    educate on Bird Flu and the course of action in various breakout
    scenarios. Contact was established with hospitals for emergency
    operation.

10.4 Audit Committee

  The Audit Committee is formed by three Independent Directors and
  chaired by Mrs. Jiraporn Pimpoorash who has adequate accounting and
  financial management expertise and experience. The other members are
  Mr. Somprasong Makkasaman and Professor Chukiat Pramoolpol who have
  sufficient financial management knowledge and experience to discharge
  their responsibilities as members of the Audit Committee. The Audit
  Committee is appointed by the Board of Directors in accordance with
  the requirement of The Stock Exchange of Thailand. During 2007, the
  Audit Committee held 4 meetings and performed their duties including
  supporting good Corporate Governance as follows:

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

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

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

10.5 Remuneration for Directors and Management

  Total remuneration for Directors, in the form of Directors’ fees for
  2007 is Baht 3 million. The Company’s remuneration policy is flexible
  and responsive to the market and corresponds to individual employee’s
  performance.

  -------------- -------------------------- ----------------------- -----------------
  Name                                      Amount Approved         Actual Paid

                                            Per month                

  *              Mr. Kevin Wong Kingcheung  30,000                  108,000

  1              Mr. Ang Wee Gee            30,000                  328,667

  2              Mr. Wong Yew Siong         20,000                  240,000

  3              Mr. Choo Chin Teck         20,000                  240,000

  4              Mrs. Yeo Kah Tiang         20,000                  240,000

  5              Mr. Linson Lim Soon Kooi   20,000                  240,000

  6              Mr. Wee Boong Leong        20,000                  163,333

  7              Mr. Pisit Vilaivongse      20,000                  240,000

  8              Mrs. Jiraporn Pimpoorash   20,000                  240,000

  9              Mr. Somprasong Makkasaman  20,000                  240,000

  10             Prof. Chukiat Pramoolpol   20,000                  240,000

  11             Mr. Rachada Krisdathanont  20,000                  240,000

  12             Mrs. Siraksorn Sirison     20,000                  240,000

  Total of                                                          3,000,000
  Remuneration                                                      
  -------------- -------------------------- ----------------------- -----------------

  * Mr. Kevin Wong Kingcheung resigned as Director and Chairman of the
  Board of Directors with effect from 19 April 2007.

  *Mr. Ang Wee Gee was appointed as Chairman of the Board of Directors
  at Board of Directors Meeting No.2/2007 on 17 April 2007 with effect
  from 19April 2007.

  *Mr. Wee Boon Leong was appointed as Director of the Company at the
  Annual General Meeting of the Shareholders for the year 2007 on 26
  April 2007.

10.6 Recruitment of Directors and Management Staff

  All appointments of Directors and management staff have been carried
  out in accordance with the laws, regulations and Articles of
  Association of the Company.

10.7 Insider Information Control

  The Company carefully monitors conflicts of interest situation with
  clear policy and sets of procedures regarding utilization of sensitive
  information affecting trading of the Company’s shares. All Directors
  and management staff are strictly prohibited to trade in the Company’s
  securities for the period of one month before the public announcement
  of its financial results. These procedures are mainly to protect any
  misuse of insider information from Directors and management staff. All
  Directors and management staff are also required to report any changes
  in their securities holdings as and when such changes occur.

10.8 Control of Subsidiary Companies

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