ATTACHMENT 3

REPORT OF THE AUDIT AND RISK COMMITTEE

REPORT OF THE AUDIT AND RISK COMMITTEE

The Audit and Risk Committee of Laguna Resorts & Hotels Public Company
Limited comprises 3 independent directors and is empowered to:-

-   review the Company’s financial reports, internal control and
    internal audit systems, connected transactions and compliance with
    all relevant regulations and laws;

-   recommend special audit plans to the internal auditor;

-   advise management on matters related to the principles of good
    corporate governance;

-   recommend the appointment of the Company’s external auditors and
    their remuneration;

-   review or discuss policies regarding risk assessment and risk
    management and the steps management has taken to monitor and control
    such exposures; and

-   seek to oversee and ensure a continuous process for managing risk.

During 2011 the Audit and Risk Committee convened 4 meetings, with the
Company’s external auditors and internal auditors including the
management to review compliance with accounting standard requirements
and internal controls prior to approving the quarterly reports and the
annual financial statements. These meetings also included discussions
with the Company’s internal audit team to review and advise on its
findings and to follow up on matters arising from the schedule of work
that the Audit and Risk Committee had approved the internal auditor to
undertake during 2011, thereby ensuring that this work was both
sufficient and effective. Apart from this, the Audit and Risk Committee
attended one non-management meeting with the external auditor to
deliberate accounting approaches and audit plans.

Each of the Audit and Risk Committee members attended all meetings
convened in 2011.

With regard to risk management, the Audit and Risk Committee reviewed
the risk registers of the Company’s major business units with the
Company’s Group Risk Committee. During the review, the Audit and Risk
Committee advised on mitigation measures for identified risks and
checked that the risk management policies and work undertaken by the
Company’s Group Risk Committee continues to be adequate and effective.

The Audit and Risk Committee is satisfied that the Group’s internal
controls are sufficient and effective both to support its operations and
to enable the external auditors to express an opinion on the financial
statements that they present fairly in all material respects the
financial position and results of the Group’s operations. Where internal
control weaknesses have been detected during the course of the Audit and
Risk Committee’s reviews these have not been considered material and in
all cases management has been alerted and has taken appropriate
corrective action.

The Audit and Risk Committee is of the opinion that risk management is
now well understood and practiced throughout the Group and that systems
are generally in place to ensure an ongoing process of risk management.

The Audit and Risk Committee is satisfied that the Company has performed
in compliance with the SEC/SET rules and regulations and the laws
related to the business of the Company and that the Company has
supported and continuously developed its good corporate governance
principles.

Despite the complexity of the Group’s structure which primarily arises
from the integration of several resorts at Laguna Phuket, the Audit and
Risk Committee is satisfied that all connected transactions that were
reviewed by it and arose in 2011 were fair and reasonable and had been
entered into on an arms-length basis applying the principles of an open
market transaction between willing parties.

The interests of all shareholders remain the principal objective of the
Audit and Risk Committee. The Company’s operating results and financial
reports are therefore reviewed for transparency and completeness. In
this regard the Audit and Risk Committee has been able to satisfactorily
resolve all matters arising within the terms of its Charter with both
the management and the external and internal auditors.

The Audit and Risk Committee has recommended the Board to re-appoint
Ms. Rungnapa Lertsuwankul, Certified Public Accountant No. 3516 and/or
Ms. Sumalee Reewarabandith, Certified Public Accountant No. 3970 and/or
Ms. Gingkarn Atsawarangsalit, Certified Public Accountant No. 4496 of
Ernst & Young Office Limited to be the Company’s auditors for the fiscal
year 2012 with a recommended audit fee of Baht 670,000.-.

(Mr. Vudhiphol Suriyabhivadh)

Audit and Risk Committee Chairman

10 February 2012

ATTACHMENT 4

REPORT OF THE NOMINATION AND

REMUNERATION COMMITTEE

 

REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (“NRC”) of Laguna Resorts &
Hotels Public Company Limited comprises three independent directors and
has the following 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;

3.  To ensure that the Company’s senior management remuneration and
    benefit package remain competitive with the industry's benchmark;

4.  To advise the Board on matters relating to the composition of the
    Board and its committees so that the Board is able to adequately
    discharge its responsibilities and duties; and

5.  To resolve and/or advise on any employee's remuneration which have
    conflict-of-interest issues.

In the pursuit of its objectives, the NRC is empowered to perform the
following functions:

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

2.  To review and award the bonus, salary increment and incentives of
    the Company Chairman and his relatives who are employees of the
    Company;

3.  To review and approve the expense claims of the Company Chairman;

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

5.  To review and if necessary, propose changes or additions to senior
    management welfare, benefits (such as employee stock options and
    other employee welfare allowances, subsidies and schemes), salary
    increment and bonus policies. The emolument of individual employees
    shall be determined by the management of the Company;

6.  To establish criteria for Board membership;

7.  To formulate a standard and transparent process for the selection of
    directors;

8.  To propose and/or evaluate directorial candidates and Board
    committee members for consideration by the Board when there is a
    vacancy;

9.  To assess independent directors to identify if the independence of
    any is compromised and if new independent directors are required
    under the Board’s policy;

10. To inform the Board of the names of directors and Board committee
    members who are retiring by rotation and make recommendations to the
    Board as to whether the Board should support the re-nomination of
    those retiring directors and committee members;

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

12. To report to the Board of Directors on the Committee’s activities
    and findings.

The NRC met thrice in 2011 to deliberate and decide on the level of
annual bonus and salary increment for the Company’s employees and also
to consider relief benefits and assistance for employees of the Company
who were affected by the flood. Additionally, the NRC considered and
made recommendations to the Board regarding the nomination of a new
directorial candidate for a vacant position on the board, the
re-nomination of those directors retiring by rotation and the
remuneration for the directors.

Dr. Jingjai Hanchanlash

Nomination and Remuneration Committee Chairman

20 January 2012