8. Management

8.1 Management Structure

As at 16 June 2010, the Company’s management structure consists of the
Board of Directors and four Committees, namely:

-   Board of Directors

-   Audit Committee

-   Remuneration Committee

-   Nomination Committee

-   Executive Committee

8.1.1 Board of Directors consists of 13 Directors as follows:

  ------ ------------------------------ ---------------------------------
  No.    Name                           Position

  1.     Mr. Keeree Kanjanapas          Chairman

  2.     Mr. Kavin Kanjanapas           Director

  3.     Mr. Sutham Siritipsakorn       Director

  4.     Mr. Rangsin Kritalug           Director

  5.     Mr. Kong Chi Keung             Director

  6.     Mr. Kom Panomreongsak          Director

  7.     Dr. Paul Tong                  Director

  8.     Mr. Cheung Che Kin             Director

  9.     Dr. Anat Arbhabhirama          Director

  10.    Mr. Lo Yun Sum                 Director

  11.    Lt. Gen. Phisal Thepsithar     Independent Director/ Chairman of
                                        the Audit Committee

  12.    Pol. Maj. Gen. Vara            Independent Director/ Member of
         Ieammongkol                    the Audit Committee

  13.    Mr. Chaiyasit Puvapiromquan    Independent Director/ Member of
                                        the Audit Committee
  ------ ------------------------------ ---------------------------------

  Mr. Rangsin Kritalug is the Secretary to the Board of Directors.

Authorized Directors consist of 6 persons as follows:

+------------------------------------+---------------------------------+
| Group A Directors                  |   1. Mr. Keeree Kanjanapas      |
+------------------------------------+---------------------------------+
|                                    |   2. Mr. Kavin Kanjanapas       |
+------------------------------------+---------------------------------+
|                                    |   3. Mr. Rangsin Kritalug       |
+------------------------------------+---------------------------------+
| Group B Directors                  |   4. Mr. Sutham Siritipsakorn   |
+------------------------------------+---------------------------------+
|                                    |   5. Mr. Kong Chi Keung         |
+------------------------------------+---------------------------------+
|                                    |   6. Mr. Kom Panomreongsak      |
+------------------------------------+---------------------------------+

Directors who have authority to sign for and on behalf of the Company
consist of any one Director from the Group A Directors signing jointly
with any one Director from the Group B Directors, totaling 2 persons
together with the Company’s seal affixed.

  Roles and Responsibilities of the Board of Directors

1.  To perform their duties in accordance with the law, the objectives
    and the Company’s Articles of Association as well as to propose
    resolutions to the shareholders’ meeting with honesty and due care
    for the benefit of the Company.

2.  To determine the Company’s vision, policies, business direction and
    supervise the Management in order for them to perform effectively
    and to efficiently achieve their performance so as to maximize the
    value for the Company and its shareholders.

3.  To determine the Company’s policies, strategies, business plans,
    annual budget including progress of the monthly and quarterly
    performance of the Company, compared to the business plan and
    budget, and to also consider the future trends for the year ahead.

  4. To regularly evaluate the Management’s performance and to ensure
  the appropriateness of the remuneration system for the executives
  under the supervision of the Remuneration Committee.

  5. To supervise the Management to ensure the accounting system,
  financial reports and audit system are accountable, as well as to
  ensure that the Company has an appropriate and sufficient internal
  control system.

6.  To consider and approve the acquisition and deposition of assets,
    investment in new businesses and any operational matters as required
    by law, excluding the operational matters legally requiring the
    resolution of the shareholders’ meeting.

7.  To consider and/or comment on the connected transactions of the
    Company and its subsidiaries with regard to compliance with the law,
    notifications, regulations and relevant rules.

8.  To monitor and prevent conflicts of interest among stakeholders of
    the Company.

9.  To fairly consider all the Company’s affairs by taking into account
    the benefits to shareholders and stakeholders. The Director shall
    report to the Company, without delay, if he has any conflict of
    interest in a contract executed with the Company or acquires more
    shares or sells shares in the Company or its subsidiaries. Hence,
    for any transaction with the Director or the person having a
    conflict of interest or a conflict of any kind with the Company or
    subsidiaries, the Director so conflicted shall have no right to
    approve such transaction.

10. To govern the business operations to comply with business ethics and
    the Code of Conduct. To review corporate governance regularly and
    evaluate its compliance at least once a year.

11. To report about the responsibility of the external auditor in the
    preparation of the financial statements in conjunction with his
    report on the Company’s Annual Report, covering key issues under the
    Policy Statement on Code of Best Practice of Directors of Listed
    Companies of the Stock Exchange of Thailand.

12. To delegate one or more Directors or other persons to perform any
    tasks on behalf of the Board of Directors. However, such delegation
    shall not be the authorization or sub-authorization that allows the
    Director or any authorized person, who has a conflict of interest or
    a conflict of any kind with the Company or its subsidiaries, to
    approve such transaction.

13. To appoint a sub-committee to assist in monitoring Management and
    the internal control system to be in accordance with policy, such as
    the Executive Committee, the Audit Committee, the Remuneration
    Committee and the Nomination Committee.

14. To appoint the Company Secretary to ensure that the Board of
    Directors and the Company comply with the law and relevant
    regulations.

8.1.2 Audit Committee consists of 3 members as at 16 June 2010 as
follows:

  ------ ------------------------------- ---------------------------------
  No.    Name                            Position

  1.     Lt. Gen. Phisal Thepsithar      Chairman of the Audit Committee*

  2.     Pol. Maj. Gen. Vara Ieammongkol Member of the Audit Committee

  3.     Mr Chaiyasit Puvapiromquan      Member of the Audit Committee
  ------ ------------------------------- ---------------------------------

Mrs. Duangkamol Chaichanakajorn is the Secretary to the Audit Committee.

* Lt. Gen. Phisal Thepsithar is a member of the Audit Committee, who is
knowledgeable and experienced in reviewing the Company’s financial
statements.

Roles and Responsibilities of the Audit Committee

1.  To review the Company’s financial reporting process to ensure that
    it is accurate and adequate;

2.  To review the Company’s internal control system and internal audit
    system to ensure that they are suitable and efficient, to determine
    the internal audit unit’s independence, as well as to approve the
    appointment, transfer and dismissal of the Head of the internal
    audit unit or any other unit in charge of internal audit;

3.  To review the Company’s compliance with the law on securities and
    exchange, the Stock Exchange’s regulations and the laws relating to
    the Company’s business;

4.  To consider, select and nominate an independent person to be the
    Company’s auditor and to propose such person’s remuneration for the
    consideration of the Board of Directors, as well as to attend a
    non-management meeting with the auditor at least once a year;

5.  To review the connected transactions, or the transactions that may
    lead to a conflict of interest, to ensure that they are in
    compliance with the law and the Stock Exchange’s regulations, and
    are reasonable and for the maximum benefit of the Company;

6.  To prepare and to disclose in the Company’s annual report, the Audit
    Committee’s report which must be signed by the Chairman of the Audit
    Committee and consist of at least the following information:

-   An opinion on the accuracy, completeness and accountability of the
    Company’s financial report;

-   An opinion on the adequacy of the Company’s internal control system;

-   An opinion on the compliance with the law on securities and
    exchange, the Stock Exchange’s regulations and the laws relating to
    the Company’s business;

-   An opinion on the suitability of the auditor;

-   An opinion on the transactions that may lead to a conflict of
    interest;

-   The number of the Audit Committee’s meetings and the attendance at
    such meetings by each committee member;

-   An opinion or overview comment by the Audit Committee from its
    performance of duties in accordance with the charter;

-   Other transactions which should be known to the shareholders and
    general investors under the scope of duties and responsibilities
    assigned by the Company’s Board of Directors.

7.  To perform any other act as assigned by the Company’s Board of
    Directors, with the approval of the Audit Committee.

  In the performance of the duties of the Audit Committee, if it is
  found or suspected that there is a transaction or any of the following
  acts which may materially affect the Company’s financial condition and
  performance outcome, the Audit Committee shall report it to the Board
  of Directors for rectification within the period of time that the
  Audit Committee deems appropriate:

-   a transaction which causes a conflict of interest;

-   any fraud, irregularity, or material defect in the internal control
    system;

-   an infringement of the law on securities and exchange, the Stock
    Exchange’s regulations, or any law relating to the Company’s
    business.

Qualifications of the Members of the Audit Committee

All members of the Audit Committee must be independent Directors having
the qualifications as follows:

1.  Holding not more than 1 percent of the total number of shares which
    have voting rights of the Company, subsidiaries, associates,
    affiliates, major shareholders, or controlling persons of the
    Company. In this case, for the purpose of calculation, the number of
    shares held by a related person of each member of the Audit
    Committee shall also be included.

2.  Neither being a Director who takes part or used to take part in
    management, nor being or having been an employee, staff member, an
    advisor who receives regular salary, nor the controlling person of
    the Company, subsidiaries, associates, affiliates, major
    shareholders or the controlling persons of the Company, unless such
    Director has resigned from such position for at least two years.

3.  Not being a blood-related person nor legally related as father,
    mother, spouse, brother, sister or child, including being the spouse
    of the children, of the executives, major shareholders, controlling
    persons or the persons who will be nominated as the executive or
    controlling persons of the Company or subsidiaries.

4.  Neither having, nor having had, any business relationship with the
    Company, subsidiaries, associates, affiliates, major shareholders,
    or controlling persons of the Company in a manner that may obstruct
    the exercise of independent judgment as a member of the Audit
    Committee. Moreover, a member of the Audit Committee must neither
    be, nor have been, a key shareholder or controlling person of the
    entities that have a business relationship with the Company,
    subsidiaries, associates, affiliates, major shareholders, or the
    controlling persons of the Company, unless such Director has
    resigned from such position for at least two years.

5.  Neither being, nor having been, the auditor of the Company,
    subsidiaries, associates, affiliates, major shareholders,
    controlling persons of the Company, nor being a key shareholder,
    controlling person or partner of the audit office providing the
    auditing service to the Company, subsidiaries, associates,
    affiliates, major shareholders, or the controlling persons of the
    Company, unless such Director has resigned from such position for at
    least two years.

6.  Neither being, nor having been, a provider of any professional
    services including legal advisory or financial advisory services
    that received fees in the amount of more than 2 million baht per
    year from the Company, subsidiaries, associates, affiliates, major
    shareholders, or controlling persons of the Company, nor being a
    shareholder, a controlling person, or partner of such professional
    services provider, unless such Director has resigned from such
    position for at least two years.

7.  Not being a Director who has been appointed as a representative of
    the major shareholders or shareholders related to the major
    shareholders.

8.  Neither operating a business having the same nature which
    significantly competes with the business of the Company or its
    subsidiaries, nor being a significant partner or a Director who is
    involved in the management, nor being an employee, staff member, or
    a consultant who receives regular salary, or holds more than 1
    percent of the total number of shares which have voting rights of a
    company that operates a business having the same nature and that
    significantly competes with the business of the Company or its
    subsidiaries.

9.  Having no other conditions that may obstruct the independent
    expression of comment on the Company’s operations.

10. Being appointed by the Board of Directors or the shareholders’
    meeting to be a member of the Audit Committee.

11. Neither being a Director who has been assigned by the Board of
    Directors to make a decision regarding the business operations of
    the Company, subsidiaries, associates, affiliates, major
    shareholders or controlling persons of the Company, nor being a
    Director of the parent company, subsidiaries, or subsidiaries ranked
    in the same level.

  12. Being knowledgeable and experienced to perform his duty as a
  member of the Audit Committee. At least one member of the Audit
  Committee must be knowledgeable and experienced in reviewing the
  accountability of the financial statements.

  13. Having full and proper qualifications in accordance with the laws
  and regulations of the government authority.

8.1.3 Remuneration Committee consists of 3 members as 16 June 2010 as
follows:

  ----- ------------------------------ -----------------------------------
  No.   Name                           Position

  1.    Lt. Gen. Phisal Thepsithar     Chairman of the Remuneration
                                       Committee

  2.    Pol. Maj. Gen. Vara            Member of the Remuneration
        Ieammongkol                    Committee

  3.    Mr. Rangsin Kritalug           Member of the Remuneration
                                       Committee
  ----- ------------------------------ -----------------------------------

  Roles and Responsibilities of the Remuneration Committee

  1. To consider the form and criteria for the remuneration (both
  monetary and non-monetary) of the Directors and Managing Director
  according to their responsibilities and accomplishments, taking into
  account the remuneration of other companies with the same market
  capitalization in the same industry, to determine the appropriate
  criteria in order to have a prospective and fair outcome, and to
  compensate the personnel who take part in the Company’s success. To
  review all types of remuneration by considering the amount and
  proportion of each form of remuneration to ensure that each
  remuneration is appropriate.

  2. To consider the performance appraisal criteria of the Managing
  Director and propose such to the Board of Directors for approval.

  3. To propose the amount and form of remuneration for the Managing
  Director to the Board of Directors for approval. However, the
  remuneration of the Board of Directors must be proposed to the
  shareholders’ meeting for approval.

  4. To report to the Board of Directors and shareholders on their
  performance.

  5. To consider the suitability and conditions in offering newly issued
  shares (or warrants) to Directors or employees as motivation for the
  Directors and employees to perform their duties in order to create
  long-term value-added for shareholders, and in addition, to maintain
  the employee quality of the Company. However, the share offering must
  not be excessive and must be justified to the shareholders. If any
  Director or employee is allocated more than 5% of the total shares
  being allocated, the Remuneration Committee has to consider the
  suitability and approve such.

8.1.4 Nomination Committee* consists of 3 members as at 16 June 2010 as
follows:

+----+----------------------------+------------------------------------+
| N  | Name                       |   Position                         |
| o. |                            |                                    |
+----+----------------------------+------------------------------------+
| 1. | Lt. Gen. Phisal Thepsithar |   Chairman of the Nomination       |
|    |                            |   Committee                        |
+----+----------------------------+------------------------------------+
| 2. | Pol. Maj. Gen. Vara        |   Member of the Nomination         |
|    | Ieammongkol                |   Committee                        |
+----+----------------------------+------------------------------------+
| 3. | Mr. Rangsin Kritalug       |   Member of the Nomination         |
|    |                            |   Committee                        |
+----+----------------------------+------------------------------------+

  Roles and Responsibilities of the Nomination Committee

  1. To determine the qualification of the Directors to be nominated in
  accordance with the structure, size and composition of the Board as
  specified by the Board of Directors.

  2. To specify the appropriate nomination process in selecting persons
  that are suitable for the Company.

  3. To nominate the Directors by considering the appropriateness of
  their knowledge, experience, expertise and time availability as well
  as requirements stipulated by law or regulations of the government
  authorities.

  4. To assess the independence of each independent Director to identify
  whether such Director is qualified to be an independent Director as
  well as assessing whether it is necessary to acquire an additional
  independent Director.

  5. To select Directors that possess qualifications in accordance with
  the specified criteria and propose them to the Board of Directors for
  appointment, or recommend them to the Board of Directors for its
  consideration in proposing their names for appointment at the
  shareholders’ meeting.

  6. To clarify and answer the enquiries in the meeting of shareholders,
  if there are any questions regarding Directors’ nomination policy.

8.1.5 Executive Committee consists of 6 persons as at 16 June 2010 as
follows:

  ------ ------------------------------ ---------------------------------
  No.    Name                           Position

  1.     Mr. Keeree Kanjanapas          Chairman

  2.     Mr. Kavin Kanjanapas           Managing Director

  3.     Mr. Sutham Siritipsakorn       Deputy Managing Director

  4.     Mr. Rangsin Kritalug           Deputy Managing Director

  5.     Mr. Kong Chi Keung             Deputy Managing Director

  6.     Mr. Kom Panomreongsak          Executive Director
  ------ ------------------------------ ---------------------------------

Mr. Bernardo Godinez Garcia is the Secretary to the Executive Committee.

  Roles and Responsibilities of the Executive Committee

  1. To determine business policy, direction, strategy, and management
  structure in the Company’s business operations to be suitable for the
  economic and competitive situation, and to propose such to the Board
  of Directors for approval.

  2. To prepare a business plan, budget, the management authorities of
  the Company and propose such to the Board of Directors for approval.

  3. To review and monitor the Company’s performance to ensure
  compliance with approved policy and the business plan, and to ensure
  efficiency and effectiveness.

  4. To consider and approve the Company’s projects, and report project
  progress to the Board of Directors.

  5. To manage the overall risk of the organization, evaluate such risk
  and plan the Company’s risk management structure.

  6. To perform other tasks as assigned by the Board of Directors.

8.1.6 Executives (non-director executives) consist of 12 persons as at
16 June 2010 as follows:

  ------------------------------------------------------------------------
  No.    Name                            Position
  ------ ------------------------------- ---------------------------------
  1.     Mr. Martin Harold Kyle          Chief Financial Officer

  2.     Mrs. Duangkamol Chaichanakajorn Accounting Director

  3.     Miss Unchana Rojviboonchai      Finance Director

  4.     Mr. Daniel Ross                 Financial Director

  5.     Mr. Wisith Chawalitanont        Project Development Director

  6.     Mr. Bernardo Godinez Garcia     Hotel and Hospitality Director

  7.     Mr. Saner Rattanawalee          Project Director (Thana City)

  8.     Miss Thitikorn Yodyingtammakul  Legal Director

  9.     Miss Artitaya Kasemlawan        Head of Sales

  10.    Miss Tanrawee Pipatpolkul       Head of Marketing

  11.    Mrs. Sriprapai Sinluenam        Head of Customer Services

  12.    Mrs. Kotchaphan Noomrit         Special Project Development
                                         Director
  ------------------------------------------------------------------------

  Roles and Responsibilities of the Executives

1.  To efficiently and effectively manage the business operations in
    accordance with the Company’s policies, direction, strategy and
    operational structure.

2.  To prepare the business plan, budget and management authorities of
    the Company for the Executive Committee’s approval.

3.  To manage the Company’s business operations in line with the
    business plan and the budget as approved by the Executive Committee
    with honesty, integrity and with due care for the maximum benefit of
    the Company and its shareholders.

4.  To monitor the Company’s performance to ensure it is in line with
    the approved business plan and annual budget.

5.  To regularly report the Company’s performance to the Board of
    Directors.

6.  To perform other tasks as assigned by the Board of Directors.

  7. To supervise general business operations in accordance with the
  Company’s rules and regulations.

8.2 Nomination and Removal of the Directors of the Company 

From 28 May 2009, the Board of Directors has appointed the Nomination
Committee to be responsible for nominating new Directors. The
appointment and removal of the Company’s Directors are to be in line
with the regulations and procedures stipulated by the Company’s Articles
of Association as follows:

  1. In every Annual General Meeting of Shareholders, at least one-third
  (1/3) of the Directors shall retire by rotation. If the number of
  Directors to retire by rotation is not divisible by three, the number
  of Directors closest to one-third (1/3) of all Directors shall retire.
  The Directors who retire by rotation are eligible for re-election.

  2. The election of Directors at the shareholders’ meeting shall be in
  accordance with the following rules and procedures:

  2.1 Each shareholder shall have one vote for one share.

  2.2 Each shareholder shall use all of his or her votes to elect one or
  several persons as a Director. However, he or she may not divide his
  or her votes among candidates.

  2.3 The persons who receive the most votes in descending order will be
  elected as Directors up to the number of Directors that are to be
  elected at that meeting. In the event that the persons being elected
  have equal votes and their election would exceed the number of
  Directors required to be elected at that meeting, the Chairman of the
  meeting shall have a casting vote.

  3. Apart from retirement by rotation, the Directors shall resign in
  case of:

  3.1 death;

  3.2 resignation;

  3.3 lack of qualifications or possession of prohibited characteristics
  according to the Public Limited Companies Act B.E. 2535 (1992);

  3.4 removal by a resolution of a shareholders’ meeting;

  3.5 removal by court order.

  4. In case of a vacancy in the Board of Directors for reasons other
  than the expiration of the Director’s term of office, the Board of
  Directors shall resolve, with a vote of not less than three-quarters
  (3/4) of the number of Directors remaining, to elect a person who has
  the qualification and possesses no prohibited characteristics under
  the Public Limited Companies Act B.E. 2535 (1992) as the substitute
  Director at the next meeting of the Board of Directors, unless the
  remaining term of office of the said Director is less than two months.

  5. The shareholders’ meeting may pass a resolution removing any
  Director from his office prior to the expiration of the Director’s
  term of office, by a vote of not less than three-quarters (3/4) of the
  number of shareholders attending the meeting who have the right to
  vote and who have shares totalling not less than half (1/2) of the
  number of shares held by the shareholders attending the meeting and
  having the right to vote.

In addition, a person, who will be nominated as a member of the Board of
Directors, shall be a qualified, knowledgeable and capable person with
all required qualifications for being a member of the Board of Directors
pursuant to the Public Limited Company Act B.E. 2535 (as amended),
Securities and Exchange Act B.E. 2535 (as amended) and relevant
notifications of the Securities and Exchange Commission and Capital
Market Supervisory Board.

8.3 Remuneration of the Directors and Executives

8.3.1 Remuneration of the Directors

  8.3.1.1 Monetary Remuneration

The Company has paid remuneration to 14 members of the Board of
Directors during 1 April 2009 to 31 March 2010 in the total amount of
Baht 3,585,000. Such remuneration was approved by the Annual General
Meeting of Shareholders for the fiscal year 2010 by specifying the
monthly remuneration for the Chairman for Baht 35,000; Chairman of the
Audit Committee for Baht 30,000; and other Directors at Baht 20,000
each. It is detailed on an individual basis as follows:

+---------------------------------------+------------------------------+
|   Remuneration                        | Year 2009/2010               |
+---------------------------------------+------------------------------+
| 1. Mr. Keeree Kanjanapas              | 390,000                      |
+---------------------------------------+------------------------------+
| 2. Mr. Kavin Kanjanapas               | 240,000                      |
+---------------------------------------+------------------------------+
| 3. Mr. Sutham Siritipsakorn           | 240,000                      |
+---------------------------------------+------------------------------+
| 4. Mr. Rangsin Kritalug               | 240,000                      |
+---------------------------------------+------------------------------+
| 5. Mr. Kom Panomreongsak              | 240,000                      |
+---------------------------------------+------------------------------+
| 6. Mr. Kong Chi Keung                 | 240,000                      |
+---------------------------------------+------------------------------+
| 7. Dato’ Amin Rafie Othman *          | 20,000                       |
+---------------------------------------+------------------------------+
| 8. Mr. Lo Yun Sum                     | 180,000                      |
+---------------------------------------+------------------------------+
| 9. Mr. Chaiyasit Puvapiromquan        | 280,000                      |
+---------------------------------------+------------------------------+
| 10. Dr. Paul Tong                     | 240,000                      |
+---------------------------------------+------------------------------+
| 11. Mr. Cheung Che Kin                | 240,000                      |
+---------------------------------------+------------------------------+
| 12. Lt. Gen. Phisal Thepsithar        | 455,000                      |
+---------------------------------------+------------------------------+
| 13. Dr. Anat Arbhabhirama             | 240,000                      |
+---------------------------------------+------------------------------+
| 14. Pol. Maj. Gen. Vara Ieammongkol   | 340,000                      |
+---------------------------------------+------------------------------+
|   Total                               | 3,585,000                    |
+---------------------------------------+------------------------------+

  * Dato’ Amin Rafie Othman resigned as a Director on 6 May 2009.

  8.3.1.2 Non-monetary Remuneration

  - None –

8.3.2 Remuneration of the Executives

  8.3.2.1 The Company paid remuneration to 17 executives who are
  Directors and non-directors, during 1 April 2009 to 31 March 2010 in
  the total amount of Baht 49,348,220.

  8.3.2.2 Non-monetary Remuneration

  - None –

8.4 Corporate Governance

8.4.1 Policy on Corporate Governance

The Company has a good management system, comprising of a Board of
Directors and executives with the necessary vision and accountability, a
balance of power mechanism to ensure transparent management that can be
monitored, equitable treatment of shareholders and a responsibility to
its stakeholders. All of these are key factors in adding value and
providing the utmost benefit to shareholders in the long run.

The Board of Directors has established a corporate governance policy
with principles and guidelines that are in line with the principles of
Good Corporate Governance of the Stock Exchange of Thailand. The Company
constantly communicates with its executives and employees regarding
policy in order for them to acknowledge and adopt its requirements.
Moreover, the Board of Directors review corporate governance policy on a
yearly basis to ensure that the policy is appropriate for the current
market situation and the Company’s business operations. In the Board of
Directors’ Meeting held on 16 June 2009, the Board of Directors reviewed
and adjusted the corporate governance policy, as summarized below.

The corporate governance policy can be categorized into 5 sections
covering the principles of Good Corporate Governance as follows:

1.  Rights and Equalities of Shareholders and Awareness of the Roles of
    Stakeholders

2.  Structure, Roles, Duties, Responsibilities and Independence of the
    Board of Directors

3.  Disclosure and Transparency

4.  Internal Control and Risk Management

5.  Ethics and Code of Conduct.

8.4.2 Rights and Equalities of Shareholders and Awareness of the Roles
of Stakeholders

  8.4.2.1 Rights and Equalities of Shareholders

The Company places emphasis on the rights and equalities of shareholders
so that all shareholders shall be equitably treated in all matters,
including receipt of the Company’s information either via the Company’s
or SET’s websites, attendance at shareholders’ meetings to acknowledge
the Company’s annual business performance, and voting rights at the
shareholders’ meetings to approve significant matters as specified by
law, such as the appointment or removal of Directors, Directors’
remuneration, the appointment of the auditor and determination of the
auditor’s fee, dividend payment or suspension of dividend payment, any
capital increase and issuance of new shares, and making enquiries or
comments on the matters that the Board of Directors presents or requests
for approval at the shareholders’ meeting.

The Board of Directors must hold the Annual General Meeting of
Shareholders within 120 days from the end of the Company’s fiscal year.
Other shareholders’ meetings shall be called Extraordinary General
Meetings and are to be held when deemed necessary and appropriate. The
Company has appointed a Company Secretary and established a compliance
unit to ensure that shareholders’ meetings are called and held as
required by law and in accordance with the guidelines for shareholders’
meetings as stipulated by the Stock Exchange of Thailand. In arranging
shareholders’ meetings, the Company must send the invitation stating the
place, date and time of the meeting together with the meeting’s agenda
and sufficient supporting documents for each agenda item to shareholders
no less than 7 days before the shareholders’ meeting as required by law
in order to allow shareholders sufficient time to study the documents.
The documents must include detailed objectives and the reason for each
proposed agenda item, as well as the comments of the Board of Directors
on each agenda item. There shall be no hidden agenda or other agenda
item not stated in the invitation to the shareholders’ meeting for the
consideration and approval of the shareholders, except for urgent
matters that arise after the invitation is sent. The Company must send
an English version of the invitation and supporting documents to foreign
shareholders. Also, the minutes of meetings shall be completely recorded
and can be reviewed by shareholders and the resolutions of the meeting
are to be clearly recorded with details of approved, non-approved, and
abstention votes for all agenda item requiring a vote, as well as
recording opinions, suggestions, answers to the material questions
relating to each agenda item and the names of Directors who attended the
meeting. For the convenience of shareholders who cannot attend the
meeting, the Company is to attach a proxy form to the invitation and the
list of documents and evidence required for the appointment of a proxy
is to be clearly stated. The shareholders may assign a representative or
an independent Director to attend the meeting and cast the vote on
his/her behalf. The Company will specify in the invitation the name of
at least one independent Director, whom a shareholder can give proxy to,
who shall act as a proxy to vote on behalf of any shareholder who cannot
attend the meeting.

At the shareholders’ meeting, all shareholders have the equal right to
receive information, and make comments or enquiries on the matters
according to the meeting’s agenda. The Company shall inform shareholders
regarding the voting rights and voting procedures in the invitation to
the meeting as well as provide an explanation prior to the commencement
of every meeting. The Chairman of the meeting shall ensure sufficient
time and encourage shareholders to make comments or enquiries at the
meeting.

0.  8.4.2.2 Rights of Stakeholders

The Company is aware of the role of stakeholders and pays close
attention to the significance of the rights of all groups of
stakeholders, such as shareholders, employees, customers and trading
partners, as well as the pubic and the community, by ensuring that they
are treated properly, equitably and honestly.

+--------------+---+----------------------------------------------------+
|              | : | The Company operates its business with             |
| Shareholders |   | transparency, justice and fairness to ensure       |
|              |   | business growth with the objective of generating   |
|              |   | continuous and equal returns for all shareholders. |
+--------------+---+----------------------------------------------------+
|   Customers  | : | The Company aims to create client satisfaction and |
|              |   | confidence, so as to ensure business success, by   |
|              |   | continuing to effectively and efficiently improve  |
|              |   | quality and features of the products and services  |
|              |   | to meet customers’ needs and to maintain good      |
|              |   | relationships in the long run.                     |
+--------------+---+----------------------------------------------------+
|   Employees  | : | The Company gives the same treatment to employees  |
|              |   | at all levels without discrimination, based on     |
|              |   | defined standards. The Company consistently        |
|              |   | arranges internal and external training to enhance |
|              |   | the quality and capability of the employees, and   |
|              |   | also provides appropriate remuneration and         |
|              |   | benefits to the employees. In addition, the        |
|              |   | Company promotes a good working culture and        |
|              |   | environment and encourages teamwork.               |
+--------------+---+----------------------------------------------------+
|   Trading    | : | The Company operates its business by taking into   |
|   Partners   |   | account all stakeholders’ requirements and treats  |
|              |   | all trading partners with justice and fairness.    |
+--------------+---+----------------------------------------------------+
|   Society,   | : | The Company pays attention to its corporate social |
|   the        |   | responsibility and the quality of life in society  |
|   Community  |   | by taking on an active role in community           |
|   and the    |   | development and making other contributions to      |
|              |   | society.                                           |
|  Environment |   |                                                    |
+--------------+---+----------------------------------------------------+

8.4.3 Structure, Roles, Duties, Responsibilities and Independence of the
Board of Directors

The Company has a Board of Directors, an Audit Committee, a Remuneration
Committee, a Nomination Committee and an Executive Committee that are
responsible for considering and reviewing the governance and management
of the Company. All Directors can independently comment on the Company’s
performance in order to monitor and ensure that the Management manage
the Company in an efficient, precise and transparent fashion.

  8.4.3.1 Board of Directors

  The Board of Directors consists of 13 Directors (as at 16 June 2010)
  as follows:

  6 Executive Directors

  4 Non-Executive Directors

  3 Independent Directors

  8.4.3.2 Leadership and Vision

-   The Board of Directors is committed to build the Company and its
    subsidiaries into a leading organization that is perceived at the
    international level as one of the most successful companies in
    Thailand with synergistic business operations, resilient management
    and competent personnel that play a key role in the Company’s
    vision, mission and strategy.

-   The Board of Directors has the necessary leadership, vision and
    independence in making its decisions and takes responsibility for
    corporate governance for the benefit of the shareholders.

-   The Board of Directors has duties and responsibilities to the
    Company’s shareholders to monitor Management performance. The duties
    of the Board of Directors and the Management are clearly segregated.

  8.4.3.3 Conflict of Interest

The Board of Directors has established guidelines on conflicts of
interest by adhering to the principles of the Stock Exchange of Thailand
and the Securities and Exchange Act for the benefit of the Company.
There is a responsibility of all personnel at all levels to vigilantly
resolve issues of conflict of interest based on ethical conduct,
honesty, judgment, rational decision making and independence. The
Company also discloses sufficient information in the best interests of
the Company’s shareholders.

  8.4.3.4 Remuneration of Directors and Executives

The Remuneration Committee shall consider the remuneration of the Board
of Directors and propose such to the shareholders’ meeting for approval
in compliance with the charter of the Remuneration Committee. The
executives shall receive monthly salary the same as other employees of
the Company.

  8.4.3.5 The Board of Directors’ Meetings

The Board of Directors and the Audit Committee, consisting of
independent Directors, hold their meetings on a quarterly basis to
acknowledge and monitor the Company’s performance. The Executive
Committee holds its meeting on a monthly basis, or additional meetings
as necessary and appropriate, to consider and approve those matters in
the Company’s operations which are under the decision making authority
of the Executive Committee, and to report the outcome to the Board of
Directors for acknowledgement.

The number of Board of Directors’ meetings and the Directors’ attendance
during 1 April 2009 to 31 March 2010 are as follows:

  -----------------------------------------------------------------------
  Name                         Position                   Number of
                                                          Meetings
                                                          Attended
  ---------------------------- -------------------------- ---------------
  1. Mr. Keeree Kanjanapas     Chairman                   7/7

  2. Mr. Kavin Kanjanapas      Managing Director          7/7

  3. Mr. Sutham Siritipsakorn  Deputy Managing Director   7/7

  4. Mr. Rangsin Kritalug      Deputy Managing Director   7/7

  5. Mr. Kong Chi Keung        Deputy Managing Director   7/7

  6. Mr. Kom Panomreongsak     Director                   7/7

  7. Dr. Paul Tong             Director                   4/7

  8. Mr. Cheung Che Kin        Director                   2/7

  9. Mr. Lo Yun Sum            Director                   1/5

  10. Dr. Anat Arbhabhirama    Independent Director/      7/7
                               Member of the Audit        
                               Committee                  

  11. Lt. Gen. Phisal          Independent Director/      7/7
  Thepsithar                   Chairman of the Audit      
                               Committee                  

  12. Pol. Maj. Gen. Vara      Independent Director/      7/7
  Ieammongkol                  Member of the Audit        
                               Committee                  

  13. Mr.                      Independent Director/      5/5
  Chaiyasit Puvapiromquan      Member of the Audit        
                               Committee                  
  -----------------------------------------------------------------------

The number of Audit Committee’s meetings and the attendance of each
member during 1 April 2009 to 31 March 2010 are as follows:

  ---------------------------- -------------------------- ----------------
  Name                         Position                   Number of
                                                          Meetings
                                                          Attended

  1. Lt. Gen. Phisal           Independent Director/      5/5
  Thepsithar                   Chairman of the Audit      
                               Committee                  

  2. Dr. Anat Arbhabhirama*    Independent Director/      0/1
                               Member of the Audit        
                               Committee                  

  3. Pol. Maj. Gen. Vara       Independent Director/      5/5
  Ieammongkol                  Member of the Audit        
                               Committee                  

  4. Mr.                       Independent Director/      4/4
  Chaiyasit Puvapiromquan      Member of the Audit        
                               Committee                  
  ---------------------------- -------------------------- ----------------

  * Dr. Anat Arbhabhirama resigned from the position of an independent
  director and member of the Audit Committee on 28 May 2009 but remains
  a Director of the Company.

  ** Mr. Chaiyasit Puvapiromquan was appointed by the Annual General
  Meeting of Shareholders for the year 2009 to be an independent
  director and a member of the Audit Committee on 24 February 2009.

  8.4.3.6 Sub-Committees

The Board of Directors has established sub-committees to manage and
operate the business in line with good corporate governance, such as the
Audit Committee, the Remuneration Committee, the Nomination Committee
and the Executive Committee. The Audit Committee consists entirely of
independent Directors. The Remuneration Committee and Nomination
Committee consist mainly of independent Directors.

8.4.3.7 The Company Secretary

The Board of Directors has appointed a Company Secretary to be
responsible for matters in accordance with the Securities and Exchange
Act as follows:

-   To prepare and keep the Directors’ registrations, to prepare the
    invitation to the Board of Directors’ meetings, the minutes of the
    Board of Directors’ meetings, the Company’s annual report, the
    invitation to the shareholders’ meetings and the minutes of the
    shareholders’ meetings.

-   To keep the report on conflicts of interest as reported by the
    Directors or the executives.

-   To comply notifications of the Capital Market Supervisory Board.

8.4.4 Disclosure and Transparency

Roles and duties of the Board of Directors regarding disclosure and
transparency are as follows:

  1. The Board of Directors has a duty to fully, sufficiently, reliably
  and on a timely basis disclose financial and non-financial information
  to all shareholders and stakeholders to ensure equal treatment.

  2. The Company has an Investor Relations Department to publicize
  important information to shareholders, investors, analysts and
  interested parties. Investors can contact the Company via its Investor
  Relations Department at telephone number 02 273 8511-5. The Company
  also has a Compliance Unit that discloses information to the Stock
  Exchange of Thailand and the office of the Securities and Exchange
  Commission to ensure that the Company strictly abides by the
  regulations and the law.

  3. The Company has a policy to disclose significant information to the
  public as follows:

-   The Company’s objectives;

-   The Company’s financial status and performance;

-   Shareholding structure and voting rights;

-   List of Directors, members of the sub-committees and executives;

-   Material foreseeable risk factors, both related and not related to
    the business operations and finances.

-   Corporate governance structure and policies as well as Directors’
    responsibilities regarding the financial report and report of the
    Chairman of the Audit Committee.

-   Information on the numbers of meetings each Director and member of
    the Audit Committee attended in comparison with the number the
    meetings of the Board of Directors and the Audit Committee, as well
    as the profile of each Director and executive .

-   To report the information regarding the Company’s business
    operations, information affecting the Company’s share price,
    investment decision making, or the rights and benefits of
    shareholders in accordance with the notification of the Stock
    Exchange of Thailand and relevant laws and regulations.

Additionally, the Company also discloses information as required by
relevant regulations and law, including the financial reports and the
annual report for investors, shareholders and potential investors to use
in investment decision making, via the Stock Exchange of Thailand and
the Company’s website at www.btsgroup.co.th.

8.4.5 Internal Control and Risk Management

  8.4.5.1 Internal Control

-   The Board of Directors has designed the internal control system to
    protect shareholders’ investments and the Company’s assets.

-   The Board of Directors has a duty to review the efficiency of the
    internal control system at least once a year and report to
    shareholders in the annual report. The review must cover all aspects
    of internal control including financial control, business
    operations, compliance control and risk management.

8.4.5..2 Internal Audit

The internal audit unit is independent from other departments in the
Company and directly reports to the Audit Committee. It is responsible
for internal auditing, monitoring, controlling, examining, reviewing and
evaluation of the operating results of all departments based on the
roles and responsibilities assigned by the Audit Committee to ensure
that the internal control system is effective and capable of preventing
loss of the Company’s property, in accordance with the law, procedures
and relevant regulations of the Company. This unit is an appropriate
counterbalance, cross-checking between the Company’s units to ensure
reasonable accountability in the Company operations and to achieve the
Company’s goals.

8.4.5.3 Risk Management

The Company has a policy to manage both internal and external factors
that affect the Company to an appropriate and acceptable level. Risk
management is a part of the annual business plan in order to ensure that
the risk management guidelines are in accordance with the Company’s
objectives, goals and the strategic plan. All the executives and
employees of the Company are exposed to the risks in the Company and
have a duty to appraise the risk of their unit, to appraise the
efficiency of the existing control policy, as well as to present plans
and procedures to mitigate the risks, and to report such to the Audit
Committee and the Board of Directors. It is the responsibility of the
Executive Committee to manage the overall risk of the Company, as well
as to evaluate and structure the risk management of the Company in order
to manage and mitigate the risks to an acceptable level, including
preparation of analysis on likelihood of risks which may affect the
Company internally and externally; risks such as financial risks,
operational risks, business risks and event risks.

8.4.6 Ethics and Code of Conduct

The Company operates its business with honesty and fairness in
accordance with the Code of Conduct of the Company, as well as treating
shareholders and all groups of stakeholders, the public, society and
relevant persons ethically. In addition, the Company monitors compliance
with such guidelines on a regular basis. Moreover, the Company provides
training to generate understanding by the executives and employees. The
executives and supervisors have a responsibility to inspect and
encourage their subordinates to follow such ethics and Code of Conduct,
and act as role models.

8.5 Supervision of the Use of Inside Information

The Company realizes the importance of preventing the use of inside
information, therefore, the Company has informed the Directors,
executives and employees to strictly comply with the rules and
regulations of the Office of the Securities and Exchange Commission as
summarized below:

  1. The Directors, executives, including their spouses and minor
  children, must report any changes in the holding of securities to the
  Office of the Securities and Exchange Commission, in compliance with
  Section 59 of the Securities and Exchange Act B.E. 2535 (1992), and
  send a copy of such report to the Company on the same day that such
  report is submitted to the Office of the Securities and Exchange
  Commission.

  2. The Directors, executives, employees and relevant persons in the
  Company, such as lawyers, legal advisors, auditors and financial
  advisors, have been informed of the prohibition on the use of inside
  information for trading in the Company’s securities. Also, such
  information cannot be disclosed to outsiders prior to the disclosure
  of such information to the public through the Stock Exchange of
  Thailand. The Company has a policy to prevent the use of inside
  information as follows:

-   Insiders are prohibited from trading in the Company’s shares prior
    to the disclosure of the quarterly and annual financial reports, and
    within 24 hours after such reports have been disclosed. In the case
    of disclosure of more complicated information, insiders should wait
    for at least 48 hours after such information has been disclosed to
    the public.

-   If any person knows of any undisclosed inside information and such
    information is significant and may affect the Company’s share price,
    such insider must abstain from trading in the Company’s shares until
    the 24-hour period is over. For more complicated information, such
    insiders must wait for at least 48 hours after the information has
    been disclosed to the public.

In the case that such insider is the Company’s employee, violation of
these regulations regarding the use of inside information, apart from
being subject to punishment as stipulated by the Securities and Exchange
Act, shall be held as a violation by that employee of the Company’s
regulations and the employee shall be subject to disciplinary
punishment. There are four levels of disciplinary punishment depending
on the characteristics of the violation, the impact of such action or
the severity of the consequences of that action as follows:

-   Written warning;

-   Written warning and work suspension for not more than 5 business
    days;

-   Dismissal with severance pay;

-   Dismissal without severance pay.

8.6 Human Resources

As at 31 March 2010 the Company has 124 employees, including executives
and employees, who can be categorized according to the following
business units:

  ---------------------------------------------------------------- ------
  The Offices of Managing Director/ Deputy Managing Directors      11

  Legal                                                            8

  Human Resource & Administration                                  8

  Asset and Property Management                                    35

  Special Project Management                                       8

  Hotel and Hospitality                                            1

  Property Development/ Project Management/ Business Development   21

  Marketing, Sales and Public Relations                            15

  Management Information System – Information Technology           3

  Accounting                                                       12

  Finance                                                          2

  Total                                                            124
  ---------------------------------------------------------------- ------

Remuneration of the Company’s employees is in the form of salaries and bonus in the total amount of Baht 75,173,533. 

Labor Disputes during the past year

- None -

8.7 Human Resource Development Policy

The Company understands the importance of all personnel as valuable
assets of the Company who will drive the Company to achieve its goals
and its business plan. Therefore, the Company has established a human
resource management policy which includes recruitment, development,
promotion and retention of all qualified employees as follows:

-   Recruitment and Career Development of Employees

The Company strongly emphasizes human resource development starting from
the recruiting process by clearly specifying the educational
qualifications, experience, skills and other standards of each position
description in order to recruit employees correctly and appropriately.
Moreover, the Company considers internal employees first in order to
provide for their career development. If there is no suitable employee,
the Company will then consider external personnel. In addition, all new
employees have to attend an orientation seminar in order to assist them
to understand the procedures and workflow of all departments within the
organization and thereby operate in line with the Company’s objectives.
The Company also emphasizes career development opportunities in line
with the employee’s career path to retain the competent and best
employees within the Company.

-   Employee Training Programs

The Company has a policy to support employee training and development in
order to regularly, progressively and continually enhance the employees’
working skills by arranging both internal and external training
sessions. For internal training, in addition to working skills, the
Company also provides opportunities for experience sharing within
different departments either by way of meetings or exchanging knowledge
through the staff intranet system. For external training, the Company
requests employees to fill in the training survey and arranges
appropriate sessions for them to attend. The Company monitors and
assesses the results of each training course in order to generate a
mutual benefit for the Company and the employee.

-   Employee Evaluation Procedures

The Company evaluates the employee’s comprehension and ability to
perform the jobs by setting a clear and fair evaluation standard. The
evaluation will assess the employee’s capability, potential and
performance in four parts, namely skill, knowledge, attributes and
performance. The Company has communicated these criteria to the
employees in advance. In determining the remuneration for the employee,
the Company will not only consider the Company’s performance and the
economic situation in each year, but also consider the employee’s
evaluation results as a main factor. This employee evaluation system and
the related remuneration determination based on this evaluation, leads
to employees performing and developing their potential effectively and
efficiently.

-   Equal Treatment to the Employees of the Company

The Company realizes the importance of unbiased and equal treatment of
all employees of the Company, from the recruitment process through to
promotion based on ability. No personal relationships are allowed to
influence the performance evaluation, comments and operational
guidelines.

-   Employee Satisfaction Survey

In order to understand the employees’ working satisfaction / happiness,
the Company has arranged a survey at all levels of employee. The
information derived is used for the purpose of improvement of the
organization and for resource management, both long and short term.
Also, the Company provides rules for the submission of complaints from
employees as a means to resolve any dilemma equally and fairly.

-   Creating Quality of Life

The Company realizes the importance of the employees’ quality of life
which assists employees to work more effectively. The Company places an
emphasis on making sure that the workplace is safe and sanitary to
ensure the employees’ welfare and well-being. The Company also provides
annual health checks for all employees. In the case of insufficient
staff compared to the workload, the Company will recruit more employees,
who are suitable for the position, in order to balance the number of
employees with the workload, resulting in improved quality of life in
the workplace for the employees.

-   Creating a Good Management System and Teamwork

The Company recognises the importance of a continuous working system to
achieve efficient and standardized results, as well as to minimize and
eliminate conflicts in the workplace. Therefore, the Company assigns all
departments to formulate the operations manual together to ensure
internal cooperation between each department of the Company. Such
operations manual is made available through the intranet system. The
Company arranges its revision and updating as appropriate.

-   Good Relationships between the Executives and the Employees

The Company realizes the importance of a good working relationship
between the executives and the employees since it impacts work
efficiency. Therefore, the Company arranges joint activities to develop
good relations between employees and the executives and to help create a
harmonious workplace, for example the New Year’s party, merit making
events and sport events. Moreover, the executives regularly organize
meetings with employees to exchange ideas and receive comments, which
will lead the Company to achieve its goals harmoniously, efficiently and
effectively.

-   Creating Competent and Ethical Members of the Organization and
    Society

With the intention to ensure that employees comply with the Company’s
rules, any employee who evades or violates such rules is held
responsible and punished according to the disciplinary measures as
deemed appropriate under the corporate governance policy that the
Company has framed for the executives and employees. The Company
strongly believes that developing employees to be competent, righteous
and ethical will serve the Company’s interests to secure sound and
perpetual growth and serve the interests of Society at the same time.