Attachment 3 

Others 

References

Regulator for Issuing Company

The Securities and Exchange Commission (SEC)

GPF Witthayu Building, 10^(th), 13^(th)-16^(th) floor,

93/1 Wireless Road, Lumpini, Patumwan, Bangkok 10330, Thailand

Telephones 66 (0) 2695 9999 and 66 (0) 2263 6499 Facsimile 66 (0)
2256-7711

Email info@sec.or.th Homepage www.sec.or.th

Regulator for Listed Company

The Stock Exchange of Thailand (SET)

The Stock Exchange of Thailand Building 

62 Ratchadapisek Road, Klongtoey, Bangkok 10110, Thailand

Telephones 66 (0) 2229 2000 and 66 (0) 2654 5656 Facsimiles 66 (0) 2229 2030 and 66 (0) 2654 5649

Email SETCallCenter@set.or.th Homepage www.set.or.th

Registrar

Thailand Securities Depository Company Limited

The Stock Exchange of Thailand Building, 4^(th)-7^(th) floor,

62 Ratchadapisek Road, Klongtoey, Bangkok 10110, Thailand

Telephone 66 (0) 2229 2800 Facsimile 66 (0) 2359 1259

Email contact.tsd@set.or.th Homepage www.tsd.co.th

Auditor

Ernst & Young Office Limited by

Ms. Rungnapa Lertsuwankul, C.P.A. No. 3516 and/or

Mr. Sophon Permsirivallop, C.P.A. No. 3182 and/or

Ms. Sumalee Reewarabandith, C.P.A. No. 3970

Lake Rajada Office Complex, 33^(rd) floor,

193/136-137 Ratchadapisek Road, Klongtoey, Klongtoey, Bangkok 10110,
Thailand

Telephone 66 (0) 2264 0777 Facsimiles 66 (0) 2264 0789-90

Legal Counselors

Allen & Overy (Thailand) Company Limited

Sindhorn Building 3, 22^(nd) floor,

130 Wireless Road, Lumpini, Patumwan, Bangkok 10330, Thailand

Telephone 66 (0) 2263 7600 Facsimile 66 (0) 2263 7699

Linklaters (Thailand) Limited

Capital Tower, All Seasons Place, 20^(th) floor,

87/1 Wireless Road, Lumpini, Patumwan, Bangkok 10330, Thailand

Telephones 66 (0) 2305 8000 and 66 (0) 2654 3130 Facsimiles 66 (0) 2305
8010 and 66 (0) 2654 3131

Amphon, Kittiporn, Anuporn & Associates Law Office

80/2 Trok Sathien, Tanao Road, San Chaoporsua, Phra Nakhon, Bangkok
10200, Thailand

Telephones 66 (0) 2622 0200-7 Facsimile 66 (0) 2622 0198

Baker & McKenzie Ltd.

Abdulrahim Place, 25^(th) Floor,

990 Rama 4 Road, Silom, Bangrak, Bangkok 10500, Thailand

Telephone 66 (0) 2636 2000 Facsimile 66 (0) 2636 2111

Financial Advisor

-None-

Financial Institutions

Siam Commercial Bank Public Company Limited, Head Office

Siam Commercial Bank Public Company Limited, Sathorn Branch

Siam Commercial Bank Public Company Limited, Phuket Branch

Kasikorn Bank Public Company Limted, Head Office

Kasikorn Bank Public Company Limted, Silom Main Branch

Bangkok Bank Public Company Limited, Head Office

Bangkok Bank Public Company Limited, Silom Branch

ATTACHMENT 4

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. Mr. Vudhiphol Suriyabhivadh
was appointed to be the Company’s Audit and Risk Committee’s Chairman
with effect from 10 August 2007 onwards. Mr. Vudhiphol Suriyabhivadh was
appointed replacing Mr. Steven M. Small who had resigned from the
position of Audit and Risk Committee’s Chairman with effect from the
same day. The Audit and Risk Committee is empowered to:-

-   review the Company’s financial reports, internal controls,
    disclosure of related party 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 2007 the Audit and Risk Committee convened 5 meetings, 4 of which
were with the Company’s external auditors to review compliance with
accounting 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 2007, thereby ensuring that this
work was both sufficient and effective. An additional meeting to the
usual quarterly review meetings was convened by Audit and Risk Committee
in accordance with the best corporate governance practice to conduct a
quality assurance review and evaluation of the effectiveness of internal
audit.

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.

Adhering to high standards of best corporate governance practice, the
Audit and Risk Committee reviewed and advised management on the whistle
blowing policy to provide a mechanism by which the Company's employees
can raise concerns free of any discrimination, retaliation or
harassment.

Each of the Audit and Risk Committee members attended all the meetings
convened in 2007 that covered their respective membership of the
Committee.

The Audit and Risk Committee is satisfied that the Group’s internal
controls are sufficient 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.

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 related party transactions that
were reviewed by it and arose in 2007 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
Mr. Sophon Permsirivallop, Certified Public Accountant No. 3182 and/or
Ms. Sumalee Reewarabandith, Certified Public Accountant No. 3970 of
Ernst & Young Office Limited to be the Company’s auditors for the fiscal
year 2008 with a recommended audit fee of Baht 790,000.

(Mr. Vudhiphol Suriyabhivadh)

Audit and Risk Committee Chairman

14 February 2008

ATTACHMENT 5

REPORT OF THE REMUNERATION COMMITTEE

REPORT OF THE REMUNERATION COMMITTEE

The Remuneration Committee (“RemCo”) of Laguna Resorts & Hotels Public
Company Limited comprises 3 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; and

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

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

1.  Proposes guidelines and makes broad recommendations for the annual
    salary increment and bonus policies for the Company;

2.  Reviews and if necessary, proposes changes to the remuneration of
    the Company’s directors serving on the Board of Directors, Audit and
    Risk Committee and the Remuneration Committee;

3.  Reviews and if necessary, proposes 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.  Reviews the Remuneration Committee charter at least once a year and
    recommends modifications to the Board of Directors as needed; and

5.  Reports to the Board of Directors on the Remuneration Committee’s
    activities and findings.

The RemCo has access to professional advice from external advisors as
and when it deems necessary.

During the year 2007, the RemCo approved the implementation of a
performance based bonus plan for senior management and senior executives
of the Group.

The performance based bonus plan is a remuneration program allowing
senior management and senior executives to share in the Group’s growth
and success. These plans comprise the Performance Bonus Plan (“PBP”) and
Restricted Bonus Plan (“RBP”). One of the objectives of the PBP and RBP
is to improve the Group’s competitiveness in attracting and retaining
key senior management and senior executives. The PBP and RBP directly
align the interests of key senior management and senior executives with
the interests of the Group and its shareholders and to improve
performance. In short, these plans contemplate the award of bonuses when
and after pre-determined performance or service conditions are met.
Independent Directors, Non-executive Directors, and the Chairman of the
Board are not eligible to participate in the PSP and RSP.

(Mr. Ho KwonPing)

Remuneration Committee Chairman

14 January 2008