9. Management Structure

Management Organization consists of The Board of Directors, The Audit
Committee and The Executive Board. The details of which are as follows:

The Board of Director

  As of December 31, 2005. Consists of 8 members:

  1) Mr. Taveesak Watcharakkawong Chairman

  2) Mr. Chaiyan Chakarakul Director and Managing Director

  3) Mr. Suvarn Thansathit Independent Director

  4) Mr. Niputh Jitprasonk Independent Director

  5) Mr. Suranan Wongvithayakamjorn Independent Director

  6) Mr. Paiboon Udomkarnkit Director

  7) Mr. Chucheep Ditsathien Director

  8) Mr. Nat Sangarsongkogk Director & Companys Executive Secretary

The Audit Committee 

Consists of 3 members:

  1) Mr. Suvarn Thansathit Chairman of The Audit Committee

  2) Mr. Niputh Jitprasonk Member of The Audit Committee

  3) Mr. Suranan Wongvithayakamjorn Member of The Audit Committee

The Executive Board

Consists of 4 members :

1) Mr. Chaiyan Chakarakul Chief Executive Officer

2) Mr. Nat Sangarsongkogk Executive Director

3) Mr. Paiboon Udomkarnkit Executive Director

4) Mr. Chucheep Ditsathien Executive Director

The Management Board

As of December 31, 2005. Consists of 5 members:

  1) Mr. Chaiyan Chakarakul Managing Director

  2) Mr. Nat Sangarsongkogk Assistant Managing Director

  3) Mr. Paiboon Udomkarnkit Assistant Managing Director

  4) Mr. Chucheep Ditsathien Assistant Managing Director

  5) Mr. Narong Sangarsongkogk Senior Project Construction Manager

Scope of the Audit Committees Responsibilities

Scope of duties and responsibilities

(1) Ensure that the company maintain accuracy and sufficient disclosure
of financial statements.

(2) Ensure that there is sufficient and efficient internal control and
internal audit, by reviewing with the auditor.

(3) Ensure that the company performs in accordance with the securities
and exchange laws, regulations of The Stock Exchange of Thailand, and
law concerning the business of the company.

(4) Consider, select, and appoint the Auditor including the
consideration of the auditors remuneration package.

(5) Consider the disclosure of the company information for related
transactions that may have conflict of interest with highly concern.

(6) Any other matters assigned by the Board of Directors and approved by
the Audit Committee.

Selection of the New Committees and Directors

In the absence of the Selection Committee presently, any vacancies of
Executive Committee and Director positions shall be selected and
approved by the Board of committee meeting. The Board shall consider any
qualified applicant/s through their knowledges, capabilities and related
experiences including some specific qualifications to meet both the
Public Company Law, 1992, section 68, and the SET’S regulations as far
as the public company’s operation is concerned.

Voting criterias in the General Shareholder meeting are as follows:

(1) Each shareholder has one voting point per one stock owned.

(2) Each shareholder is not allowed to make and a locations of his/her
voting points to favor any other one-else but allowed only to vote any
one/group prefered with the whole voting right as owned as indicated in
[1].

(3) Number of candidates with respective highest points gained shall be
appointed to fulfill the vacancies. If any equal points happened, the
Chairman of the meeting shall have the right to decide.

Remuneration of the Board of Directors of the Company

Remunerations in Money

+------------------+--------+-----------------------+-----------------+
| Description      | 2005   |                       |                 |
+------------------+--------+-----------------------+-----------------+
|                  | Number | Amount                | Details         |
|                  | of     |                       |                 |
+------------------+--------+-----------------------+-----------------+
|                  | Person | (Million Baht)        | Remunerations   |
+------------------+--------+-----------------------+-----------------+
| Committee        | 8      | 1.05                  | Remuneration    |
|                  |        |                       | and Meeting     |
|                  |        | (3 Independent        | Allowance       |
|                  |        | Committee)            |                 |
+------------------+--------+-----------------------+-----------------+
| Director and     | 5      | 18.87                 | Salary and      |
| Executive        |        |                       | Bonus           |
+------------------+--------+-----------------------+-----------------+

The remuneration of the Company’s Directors in 2005 consists of that for
the 3 Audit Committee Member, which totaled 1.05 Million Baht for being
reward and meeting allowance. The remaining 5 directors received
remuneration which totaled 18.87 Million Baht as the Company’s
high-raking executives.

Other Remunerations.

None

Corporate Governance

The Board of Committee have realized its roles, duties and
responsibilities, as authorized by Company and Shareholders. The
Committee have fully followed all standard practices specified by the
Stock Exchange of Thailand as for as the Public Company operation is
concerned, such as transparent related information provided to
investors, or seeking approval of some specific issues through the
Committee meeting as required. However, the appointments of both
Nominating Committee and remuneration Committee still be pending as the
Company organization on structure is not so complex. However, the Audit
Committee has already been appointed to help manage the internal control
areas as required.

Control on the Companies striated Information

It is the Company policy not to allow any directors and Executives use
of any significant information not yet open to the public for the
purpose of their own or other people interest. The standard practices to
control this issue are as follows.

(1) To have Executives in all departments clearly acknowledged their
responsibilities in reporting their ownership of the company stocks
including those of spouse and under aged children. Any change of
ownership shall be also reported as required by the SET’S law and
regulations.

(2) Circulate awareness letters to the concerning executives who can
access to some sensitive information by not to involve in any tradings
on the company stock for the period of 1 month. Exposure of such
information to annoucing other before open to the public is also
forbidden

Human Resource

No lawsuit on labor dispute existed in the past 3 years. As of December
31, 2004, altogether there are 180 employees (Not include directors and
executives) work in 3 major areas as follows :

  -------------------------------- ------------- ------------- -----------
                                   Permanent     Temporary     Total

  Project sites                    67            -             67

  Construction                     58            7             65

  Head office                      61            -             61

  Total                            186           7             193
  -------------------------------- ------------- ------------- -----------

In 2005, total salary and Bonus paid were 66.52 Million Baht.

Personnel development policy

The Company has a policy in support of its continuous human resource
development carried out in an organized method, and with
standardization. By doing this, the Company will consider the needs and
plan annual trainings for its staff of all levels, in order to upgrade
their knowledge and abilities. This will result in making the goods and
services of the Company to be of quality and will gain the maximum
customers’ satisfaction. This is the corporate optimum determination on
the development of its personnel. From the start of new employees
working with the Company, they must pass a job orientation course and a
course of being a service-minded person and other courses related to
their work in the Company, and projects including the annual training
plan of both normal and special projects. On the part of employees in
general and the Executives, they will be provided with trainings on
service rendering and selling, training on work-supervision standard and
quality project together with the curriculum of Master of Business
Administration (MBA) and Mini MBA for Executives of the Company.

In addition to the personnel development for all levels under the annual
training plan, the Company has also set up a plan of being a Star
(Development of high potential personnel), especially the Individual
Development Program made available to enhance the knowledge, abilities
of its personnel to be in higher level and can perform the work in the
positions of Executives of the Company in the future.