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) 2229 2222 

Facsimiles 66 (0) 2654 5607-8

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

Registrar

Thailand Securities Depository Company Limited

The Stock Exchange of Thailand Building,

62 Ratchadapisek Road, Klongtoey, Bangkok 10110, Thailand

Telephone 66 (0) 2229 2800

Facsimile 66 (0) 2654 5427

Email TSDCallCenter@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 Tower 3, 22^(nd) floor,

130-132 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 0199 - 205

Facsimile 66 (0) 2622 0198

Baker & McKenzie Limited

Attorneys at Law, 

Abdulrahim Place, 5th, 22nd-25th floor,

990 Rama IV 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, Thanon Sathorn Branch

Siam Commercial Bank Public Company Limited, Phuket Branch

Kasikorn Bank Public Company Limted, Head Office

Kasikorn Bank Public Company Limted, Silom 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 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 2009 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 2009, 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 review the
connected transaction of the Company to be conducted in compliance with
the SEC Act. Apart from this, the Audit and Risk Committee attended one
non-management meeting with the external auditor to deliberate
accounting approaches and audit plans.

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 and the
highest level of business ethics and law compliance, the Audit and Risk
Committee reviewed the new Code of Corporate Conduct to set the frame
for the officers, executive directors, associates and agents of the
Company to act in business matters solely for the benefit of the Company
and not enter into any business or other transactions which cause or
appear to cause a conflict of interest. The Audit and Risk Committee is
therefore in the position to confirm that the Company has supported and
continuously developed its good corporate governance principles.

All members of Audit and Risk Committee attended all the meetings
convened in 2009 except Dr. Jingjai Hanchanlash who was not able to
attend the Meeting No. 2/2009 due to the ad-hoc business.

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.

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 2009 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 2010 with a recommended audit fee of Baht 860,000.

(Mr. Vudhiphol Suriyabhivadh)

Audit and Risk Committee Chairman

18 February 2010

ATTACHMENT 5

REPORT OF THE NOMINATION AND

REMUNERATION COMMITTEE

REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE

In the interest of good corporate governance, the roles of the
Remuneration Committee were expanded to include nomination functions by
order of the Board of Directors of the Company in February 2009 and the
Remuneration Committee was renamed to Nomination and Remuneration
Committee (“NRC”).

The 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;
    and

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.

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 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;

3.  To review and if necessary, propose changes or additions to senior
    management welfare, benefit (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;

4.  To establish criteria for Board membership;

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

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

7.  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;

8.  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;

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

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

The NRC met twice in 2009 to deliberate and decide on the level of
annual bonus and salary increment for the Company’s employees and also
to address the new nomination functions under its revised charter.
Additionally, the NRC considered and made recommendations to the Board
regarding the re-nomination of those directors retiring by rotation and
the remuneration for the directors.

Dr. Jingjai Hanchanlash

Nomination and Remuneration Committee Chairman

12 January 2010