8. Management

8.1 Management Structure

As at May 28, 2009, the Company’s management structure consists of the
Board of Directors and Committees, totaling 5 committees, namely

-   Board of Directors

-   Audit Committee

-   Remuneration Committee

-   Nomination Committee

-   Executive Committee

1) Board of Directors consists of 11 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.   Lt. Gen. Phisal          Independent Director/ Chairman of the
        Thepsithar               Audit Committee

  11.   Pol. Maj. Gen. Vara      Independent Director/ Member of the Audit
        Ieammongkol              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
  ----------------------------- -----------------------------------------

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

Roles and Responsibilities of the Board of Directors

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

2.  To determine the Company’s vision, policy, business direction and
    supervise the management in order for them to perform effectively
    and efficiently achieve the performance to maximize the value for
    the Company and shareholders.

3.  To determine the Company’s policy, strategy, business plan, annual
    budget, including the progress of monthly and quarterly performance
    of the Company, compared to the business plan and budget as well as
    to consider the future trend for the year ahead.

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

5. To supervise the management to provide the accountable accounting
system, financial report, and audit system, as well as to ensure that
the Company has 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 laws, excluding the operational matters legally required the
    resolutions of the shareholders’ meeting.

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

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

9.  To fairly consider all the Company’s affairs by taking into account
    shareholders’ and stakeholders’ benefit. The director shall report
    to the Company, without delay, if he or she 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 conflict
    of interest or conflict of any kinds with the Company or
    subsidiaries, the director having such conflict of interest shall
    have no right to approve such transaction.

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

11. To report about his/her responsibility in the preparation of the
    financial statements in conjunction with the external auditor’s
    report in the Company’s Annual Report, covering key issues under the
    Policy Statement on Code of the Best Practices 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
    does not includes authorization or sub- authorization that allows
    the director or authorized person, who has conflict of interest or
    conflict of any kinds with the Company or its subsidiaries, to
    approve such transaction.

13. To appoint sub-committee to assist in monitoring the management and
    internal control system to be in accordance with the 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 laws and relevant
    regulations.

2) Audit Committee consists of 2 members* as at May 28, 2009 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
  ----- ----------------------------------- ------------------------------

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

* Dr. Anat Arbhabhirama resigned from being a member of the Audit
Committee on May 28, 2009. Therefore, the Board of Directors will
propose an appropriate person to be appointed as a member of the Audit
Committee in the Annual General Meeting of Shareholders for the year
2009.

** 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
    an internal audit unit’s independence, as well as to approve the
    appointment, transfer and dismissal of the chief of an internal
    audit unit or any other unit in charge of an 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, as
    well as to attend a non-management meeting with an auditor at least
    once a year;

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

-   An opinion on the suitability of an auditor;

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

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

-   An opinion or overview comment of 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; and

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 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 an 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
    businesses.

Qualifications of the Member 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 with
    the voting rights of the Company, parent company, subsidiaries,
    affiliates, major shareholders, or controlling persons of the
    Company. In this case, for the purpose of calculation, the number of
    shares held by the 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 used to be an employee, staff, an advisor
    who receives regular salary, nor the controlling person of the
    Company, parent company, subsidiaries, associates, affiliates, major
    shareholders or the controlling person 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 and children, 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 person of the Company or subsidiaries.

4.  Neither having, nor used to have any business relationship with the
    Company, parent company, subsidiaries, affiliates, major
    shareholders, or controlling persons of the Company in the 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 being, nor used to be a key shareholder or controlling
    person of the entities having business relationship with the
    Company, parent company, subsidiaries, 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 used to be the auditor of the Company, parent
    company, subsidiaries, affiliates, major shareholders, controlling
    persons of the Company, nor being a key shareholder, controlling
    person or partner of the audit office having the auditor providing
    auditing service to the Company, parent company, subsidiaries,
    affiliates, major shareholders, or the controlling persons of the
    Company, as a member, unless such director has resigned from such
    position for at least two years.

6.  Neither being, nor used to be a provider of any professional
    services including the legal advisory or financial advisory services
    that received fees in the amount of more than 2 million baht per
    year from the Company, parent company, subsidiaries, affiliates,
    major shareholders, or controlling persons of the Company, nor being
    shareholder, the 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
    major shareholders or shareholders relating to major shareholders.

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

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

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 business operation of the
    Company, parent company, subsidiaries, affiliates, major
    shareholders, 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 a 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.

3) Remuneration Committee* consists of 3 members as May 28, 2009 as
follows:

* The Board of Directors appointed the Remuneration Committee at the
Board of Directors’ meeting on May 28, 2009.

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 in the same industry including to
determine the appropriate criteria in order to have the prospective and
fair outcome, and to compensate the personnel who takes part in the
Company’s success. Also to review all types of remuneration by
considering the appropriateness of the amount and proportion of each
form of remuneration, and ensure that the remuneration is in accordance
with the criteria stipulated by governmental authorities or relevant
guidelines.

2. To consider the performance appraisal criteria of the managing
director and propose to the Board of Directors for approval.

3. To propose the amount and form of remuneration payment 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 their
performance outcome.

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

4) Nomination Committee* consists of 3 members as at May 28, 2009 as
follows:

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

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

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

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

* The Board of Directors appointed the Nomination Committee at the Board
of Directors’ meeting on May 28, 2009.

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 of
Directors as specified by the Board of Directors.

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

3. To nominate the directors by considering the appropriateness of their
knowledge, experience, expertise, and time dedication as well as
requirements stipulated by laws or regulations of the governmental
authorities.

4. To assess the independency of each independent director to identify
whether such independent director is qualified to be independent
director.

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

6. To clarify and answer to the enquiries in the meeting of
shareholders, if there is any questions regarding directors nomination
policy.

5) Executive Committee consists of 6 persons as at May 28, 2009 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 operation to be in accordance with
and suitable for the economics, competitive situation and propose to the
Board of Directors for approval.

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

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

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

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

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

6) Executives (non-director executives) consist of 9 persons as at May
28, 2009 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. Wisith Chawalitanont              Project Development Director

  5.    Mr. Bernardo Godinez Garcia           Hotel and Hospitality
                                              Director

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

  7.    Miss Thitikorn Yodyingtammakul        Legal Director

  8.    Miss Artitaya Kasemlawan              Head of Sales

  9.    Miss Tanrawee Pipatpolkul             Head of Marketing
  ----- ------------------------------------- ----------------------------

Roles and Responsibilities of the Executives

1.  To efficiently and effectively proceed the business operation
    according to the Company’s policy, 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 proceed with the Company’s business operations in line with the
    business plan or the budget as approved by the Executive Committee
    with honesty, integrity and with due care for the utmost benefit of
    the Company and shareholders.

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

5.  To regularly report the Company’s performance outcome 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 

In the past, the Executive Committee was assigned by the Board of
Directors to nominate the new directors and propose to the Board of
Directors and/or the shareholder’s meeting for appointment. However, on
May 28, 2009, the Board of Directors appointed the Nomination Committee
to be responsible for nominating the new directors. The appointment and
removal of the Company’s directors will 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, a number
    of director closest to one-third (1/3) of all directors shall
    retire. The directors who retired by rotation are eligible for
    re-election.

2. The election of directors by 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 shall be elected at
  that meeting. In the event that the persons being elected in
  subsequent order have equal votes but their election would exceed the
  number of directors required to be elected in that meeting, the
  chairman of the meeting shall have a casting vote.

3. Apart from the 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 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 the vote of not less than three-fourths (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 then two months.

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

8.3 Remuneration of the Directors and Executives

1. Remuneration of the Directors

1.1 Monetary Remuneration

The Company has paid the remuneration to 13 members of the Board of
Directors during April 1, 2008 to March 31, 2009 in the total amount of
3,160,000 baht. Such remuneration was approved by the Annual General
Meeting of Shareholders for the year 2008 by specifying the monthly
remuneration for the Chairman for 25,000 baht and directors for 20,000
baht each. It can be illustrated individually as follows:

* Mr. Abdulhakeem Kamkar resigned from the Board of Directors on March
15, 2009.

** Dato’ Amin Rafie Othman resigned from the Board of Directors on May
6, 2009.

1.2 Non-monetary Remuneration

- None -

2. Remuneration of the Executives

2.1 The Company has paid remuneration to 14 executives who are directors
and non-directors, during April 1, 2008 to March 31, 2009 in the total
amount of 34,020,439 baht.

2.  Non-monetary Remuneration

  - None –

8.4 Corporate Governance

Policy on Corporate Governance

The Company believes in good management system, and having the Board of
Directors and executives with the vision and responsibilities, balance
of power mechanism to ensure transparent management that can be
monitored, and equitable treatment for shareholders. Moreover, the
responsibility to stakeholders is the key factor 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
has constantly communicates with executives and employees regarding the
policy in order for them to acknowledge and adopt. Moreover, the Board
of Directors will review corporate governance policy on a yearly basis
to ensure that the policy is appropriate for the market situation and
the Company’s business operation. In the Board of Directors’ Meeting on
May 28, 2009, the Board of Directors has reviewed and adjusted the
corporate governance policy, which can be 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 Tranparency

4.  Internal Control and Risk Management

5.  Ethics and Code of Conduct

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

1.1 Rights and Equalities of Shareholders

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

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’ meeting shall be called Extraordinary General
Meeting and held when deemed necessary and appropriate. The Company has
appointed the Company Secretary and established a compliance unit to
ensure that shareholders’ meetings are called and held as abides by the
law, including the guidelines in arranging shareholders’ meeting as
stipulated by the Stock Exchange of Thailand. In arranging shareholders’
meeting, 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 to shareholders for no
less than 7 days before the shareholders’ meeting as required by law in
order to allow the shareholders sufficient time to study the documents.
The documents must include detailed objectives and reason for each
proposed agenda as well as comments of the Board of Directors on each
agenda. There shall be no hidden agenda or other agenda 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 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 in which the resolutions of the meeting are clearly
recorded with details of approved, disapproved, and abstain votes of all
voting items of agenda as well as the name of directors who attended the
meeting. For the convenience of shareholders who cannot attend the
meeting, the Company will attach a proxy form to the invitation and the
list of documents and evidence required for the appointment of proxy
will 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 at least the
name of one independent director who shall act as a proxy to vote on
behalf of any shareholders who cannot attend the meeting.

At the shareholders’ meeting, all shareholders have rights and equality
to receive the information, make comments or enquiries on the matters
according to the meeting agenda. The Company shall inform shareholders
regarding the voting rights and voting procedures prior to the
commencement of every meeting. The Chairman of the meeting shall arrange
appropriate time and encourage shareholders to make comments or
enquiries in the meeting.

1.2 Rights of Stakeholders

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

  ---------------- --- ---------------------------------------------------
  Shareholders     :   The Company operates its businesses with
                       transparency, justice and fairness to ensure
                       business growth with an objective to generate
                       continuous and equal returns for all shareholders.

  Customers        :   The Company aims to create clients’ satisfaction
                       and confidence, which promote business success, by
                       continuing to effectively and efficiently improve
                       quality and features of the products and services
                       to meet customers’ demand and maintain good
                       relationships in the long run.

  Employees        :   The Company gives the same treatment to employees
                       in all levels without discrimination, based on
                       quality standard. The Company consistently arranges
                       internal and external training sessions to enhance
                       quality and capability of the employees and also
                       provides appropriate remuneration and benefits to
                       the employees. In addition, the Company promotes
                       the good working culture and environment including
                       encouragement of teamworking.

  Trading Partners :   The Company operates its businesses by taking into
                       account all stakeholders’ benefit and treats all
                       trading partners with justice and fairness.

  Society,         :   The Company pays attention to corporate social
  Community and        responsibility and quality of life in the society
  Environment          by taking active roles in community development and
                       making contribution to society.
  ---------------- --- ---------------------------------------------------

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

The Company has the Board of Directors, the Audit Committee, the
Remuneration Committee, the Nomination Committee and the 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 will manage the Company in the efficient,
precise and transparent fashion.

2.1 The Board of Directors consists of 11 directors (as at May 28, 2009)
as follows:

6 Executive Directors

3 Non-Executive Directors

2 Independent Directors*

* The Company is in the process of proposing the qualified candidate to
the Annual General Meeting of Shareholders for the year 2009 to be
appointed as another independent director.

2.2 Leadership and Vision

-   The Board of Directors determines to build the Company and
    subsidiaries into a leading organization that is perceived at the
    international level as one of the most successful companies in
    Thailand with diverse 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 leadership, vision and independence in
    making decisions and takes responsibility for corporate governance
    for the optimal benefit of the shareholders.

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

2.3 Conflict of Interest

The Board of Directors has established guidelines on conflict of
interest by adhering to the principles of the Stock Exchange of
Thailand, and the Securities and Exchange Act for the optimal benefit of
the Company. This is a responsibility of all personnel at all levels to
vigilantly resolve issues on conflict of interest based on honesty,
judgment, rationality and independence with ethic. The Company also
sufficiently discloses information for the Company’s overall benefit.

2.4 Remuneration of Directors and Executives

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

2.5 The Board of Directors’ Meetings

The Board of Directors and the Audit Committee will hold a meeting on a
quarterly basis to acknowledge and monitor the Company’s performance
outcome, with the counter-balance and revision of the independent
directors. The Executive Committee will hold a meeting on a monthly
basis or additional meetings as necessary and appropriate to consider
and approve reserved matters in the Company’s operation which are under
the decision authority of the Executive Committee and to report the
performance outcome to the Board of Directors for acknowledgement.

The number of the Board of Directors’ meetings and directors’ attendance
during April 1, 2008 to March 31, 2009 are as follows:

+-----------------------+-------------------------------+--------------+
| Name                  | Position                      | Number of    |
|                       |                               | Meetings     |
|                       |                               | Attended     |
+-----------------------+-------------------------------+--------------+
| 1. Mr. Keeree         | Chairman                      | 4/5          |
| Kanjanapas            |                               |              |
+-----------------------+-------------------------------+--------------+
| 2. Mr. Kavin          | Managing Director             | 5/5          |
| Kanjanapas            |                               |              |
+-----------------------+-------------------------------+--------------+
| 3. Mr. Sutham         | Deputy Managing Director      | 5/5          |
| Siritipsakorn         |                               |              |
+-----------------------+-------------------------------+--------------+
| 4. Mr. Rangsin        | Deputy Managing Director      | 5/5          |
| Kritalug              |                               |              |
+-----------------------+-------------------------------+--------------+
| 5. Mr. Kong Chi Keung | Deputy Managing Director      | 5/5          |
+-----------------------+-------------------------------+--------------+
| 6. Mr. Kom            | Director                      | 5/5          |
| Panomreongsak         |                               |              |
+-----------------------+-------------------------------+--------------+
| 7. Mr. Abdulhakeem    | Director                      | 1/5          |
| Kamkar*               |                               |              |
+-----------------------+-------------------------------+--------------+
| 8. Dato’ Amin Rafie   | Director                      | 4/5          |
| Othman**              |                               |              |
+-----------------------+-------------------------------+--------------+
| 9. Dr. Paul Tong      | Director                      | 3/5          |
+-----------------------+-------------------------------+--------------+
| 10. Mr. Cheung Che    | Director                      | 1/5          |
| Kin                   |                               |              |
+-----------------------+-------------------------------+--------------+
| 11. Lt. Gen. Phisal   | Independent Director/         | 5/5          |
| Thepsithar            | Chairman of the Audit         |              |
|                       | Committee                     |              |
+-----------------------+-------------------------------+--------------+
| 12. Dr. Anat          | Independent Director/ Member  | 5/5          |
| Arbhabhirama***       | of the Audit Committee        |              |
+-----------------------+-------------------------------+--------------+
| 13. Pol. Maj. Gen.    | Independent Director/ Member  | 5/5          |
| Vara                  | of the Audit Committee        |              |
|                       |                               |              |
| Ieammongkol           |                               |              |
+-----------------------+-------------------------------+--------------+

* Mr. Abdulhakeem Kamkar resigned from the Board of Directors on March
15, 2009.

** Dato’ Amin Rafie Othman resigned from the Board of Directors on May
6, 2009.

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

The number of the Audit Committee’s meetings and the attendance of each
member during April 1, 2008 to March 31, 2009 are as follows:

+----------------------+--------------------------------+-------------+
| Name                 | Position                       | Number of   |
|                      |                                | Meetings    |
|                      |                                |             |
|                      |                                | Attended    |
+----------------------+--------------------------------+-------------+
| 1. Lt. Gen. Phisal   | Independent Director/ Chairman | 5/5         |
| Thepsithar           | of the Audit Committee         |             |
+----------------------+--------------------------------+-------------+
| 2. Dr. Anat          | Independent Director/ Member   | 5/5         |
| Arbhabhirama         | of the Audit Committee         |             |
+----------------------+--------------------------------+-------------+
| 3. Pol. Maj. Gen.    | Independent Director/ Member   | 5/5         |
| Vara Ieammongkol     | of the Audit Committee         |             |
+----------------------+--------------------------------+-------------+

2.6 Sub-Committees

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

2.7 The Company Secretary

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

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

-   To keep the report on conflict of interest as reported by the
    directors or the executives.

-   To operate other activities in compliance with the notification of
    the Capital Market Supervisory Board.

3) 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 timely disclose both financial and non-financial information to
    all shareholders and stakeholders for the purpose of equal
    acknowledgement.

2.  The Company has Investor Relations Unit as the Company’s
    representative to publicize valuable information to shareholders,
    investors, analysts, and related interested parties. The investors
    can contact the Company via Investor Relations Unit at telephone
    number 0 2273-8511-5 ext. 371. The Company also has a compliance
    unit that discloses information to the Stock Exchange of Thailand,
    and the office of Securities and Exchange Commission to ensure that
    the Company strictly abides by the regulations and laws.

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

-   The Company’s objectives

-   Financial status and the Company’s performance

-   Shareholding structure and voting rights

-   List of directors, members of the committees and executives

-   Factors and policies on the material foreseeable risk factors both
    related and not related to the business operation and finance.

-   Corporate governance structures and policies as well as directors’
    responsibility regarding financial report and report of the Chairman
    of the Audit Committee.

-   Disclose information on the numbers of the meetings each director
    and member of the Audit Committee attended in comparison with the
    number the meetings of the of Board of Directors and the Audit
    Committee, as well as the profile of each director and executive in
    the annual report.

-   To report the information regarding the Company’s business
    operation, the information affecting the Company’s share price, and
    investment decision making, or 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 or laws, including, financial report, and annual
report for investors, shareholders and potential investors to use in
investment decision making via the Stock Exchange of Thailand through
information distribution channel and the Company’s website at
www.tanayong.co.th.

4) Internal Control and Risk Management

4.1 Internal Control

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

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

4.2 Internal Audit

The internal auditor is independent from other departments in the
Company and directly report to the Audit Committee. It is responsible
for internal auditing, monitoring, controlling, examining, reviewing,
and evaluation of the operation result of all departments according to
the roles and responsibilities as assigned by the Audit Committee to
ensure that the internal control system is effective and capable of
preventing the Company’s property, in accordance with the laws,
procedures, and relevant regulations to the Company. This is in order to
generate appropriate counterbalance and cross-checking between the
Company’s units properly in order to produce reasonable accountability
in the Company operation and to achieve the Company’s goal.

4.3 Risk Management

The Company has policy to manage both internal and external factors that
affect the Company to the appropriate and acceptable levels. Risk
management is a part of the annual business plan in order to ensure that
risk management guideline is in accordance with the Company’s
objectives, goal and strategic plan. All the executives and employees of
the Company are the possessors of the Company’s risk and have the duty
to appraise the risk of each unit and also to appraise the efficiency of
the existing control policy, as well as to present the plan and
procedure to minimize the risk, and report on 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
evaluate and structure the risk management for the Company in order to
manage and minimize the risk to the acceptable levels such as financial
risks, operational risks, business risks, and event risks, including the
preparation of analysis on the tendency and possibility of risks which
may affect the Company internally and externally.

5) Ethics and Code of Conduct

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

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 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 submit the report of any changes in the holding of securities to
the Office of 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. Inform the directors, executives, employees, and relevant persons in
the Company, such as lawyers and auditors, of the prohibition to use of
inside information for trading of the Company’s securities. Also, such
information cannot be disclosed to the outsiders prior to the disclosure
of such information to the public through the Stock Exchange of
Thailand. The Company has the policy to prevent the use of inside
information as follows:

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

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

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

-   Written warning

-   Written warning and work suspension without pay for not more than 7
    days

-   Dismiss with severance pay

-   Dismiss without severance pay

8.6 Human Resources

As at March 31, 2009 the Company has 104 employees, including the
executives and employees, which can be categorized according to the
business units as follows:

  ---------------------------------------------------------------- ------
  The Office of Managing Director/ Deputy Managing Director        9

  Legal                                                            6

  Human Resource & Administration                                  8

  Asset and Property Management                                    27

  Special Project Management                                       9

  Hotel and Hospitality                                            1

  Property Development/ Project Management/ Business Development   17

  Marketing, Sales, and Public Relations                           10

  Management Information System – Information Technology           3

  Accounting                                                       12

  Finance                                                          2

  Total                                                            104
  ---------------------------------------------------------------- ------

 

Remuneration of the Company’s employees is in the form of salaries and bonus in the total amount of 67,549,768 baht. 

Labor Disputes during the past year

- None -

8.7 Human Resource Development Policy

The Company realizes the importance of all personnel as valuable assets
of the Company that will drive the Company to achieve its goal and
business plan. Therefore, the Company has established human resource
management policy including recruitment, development, promotion, and
retention of the qualified employees as follows:

-   Recruitment and Career Development of Employees

The Company strongly emphasizes on human resource development starting
from recruiting process by clearly specifying the educational
qualification, experiences, skills, and other standards of each position
description in order to recruit the employees correctly and
appropriately. Moreover, the Company shall consider internal employees
first in order to provide the career development opportunity. If there
is no suitable employee, the Company will then consider external
personnel. In addition, all new employees have to attend the orientation
seminar in order to assist them to understand the procedures and
workflow of all departments within the organization and; therefore, the
employees shall be able to operate in line with the objectives.
Furthermore, the Company also emphasizes the offering of career
development opportunity in line with their career path to maintain the
competent and righteous employees with the Company.

-   Employee Training Programs

The Company has the 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, besides the working skills,
the Company also provides opportunities of experience sharing among
different departments either by a meeting or exchanging knowledge
through intranet system. For external training, the Company requests the
employees to fill in the training survey and arranges the appropriate
sessions for them to attend. The Company also monitors and assesses the
result of each learning course in order to create the mutual benefit
between the Company and employees.

-   Employee Evaluation Procedures

The Company evaluates the employees’ comprehension and capability in
performing their jobs by having the evaluation standard set clearly and
fairly. The evaluation will assess the employees’ capability, potential,
and performance in four parts which are skill, knowledge, attributes,
and performance. The Company has communicated to the employees about
these criteria in advance. Moreover, in determining the remuneration for
the employees, not only that the Company will consider its performance
outcomes and economics situation in each year, the Company will also
consider the employees’ evaluation results as a main factor. By having
this employee’s evaluation system and the remuneration determination of
the employees in accordance with this evaluation, it shall result the
employees to perform and develop their potential effectively and
efficiently.

-   Equal Treatment to the Employees of the Company

The Company realizes the importance of equality treatment to all
employees of the Company, from recruitment to promotion process based on
their capabilities. There shall be no bias. Additionally, any personal
relationship shall not influence the performance evaluation, comments,
and operation guidelines.

-   Employee Satisfaction Survey

In order to learn the employees’ working satisfaction or happiness, the
Company has arranged the survey for comments and suggestions from all
levels of employees. The information derived will be adopted for the
purpose of improvement in the organization and resources management,
both in long and short terms. Also, the Company provides the rules
regarding submission of complaint for all employees in submitting
complaint to use as a guideline to resolve any dilemma equally and
fairly.

-   Creating a Quality of Life

The Company realizes the importance of the employees’ quality of life
which encourages employees to work fully and effectively. Therefore, the
Company emphasizes on making sure that the workplace is safe and
sanitarized for the purpose the employees’ good welfare and well-being.
The Company also provides annual health check for the employees. In case
the workman is insufficient when compared to the increased workload, the
Company will recruit more employees, who are suitable for the position,
in order to maintain the numbers of employees to be in line with the
workload, which shall result the quality of life in workplace for the
employees.

-   Creating a Good Management System and Teamwork

The Company realizes the importance of continuous working system in
order to create the efficient and standardized result, as well as the
elimination and minimization of the conflict in the workplace.
Therefore, the Company assigns all departments to mutually formulate the
operational manual for the purpose of being the regulation for internal
cooperation between each department of the Company. Such operational
manual is made available through intranet system. The Company has
arranged the revision and adjustment of such as appropriate.

-   Good Relationship between the Executives and the Employees

The Company realizes the importance of good relationship in
team-working, between the executives and the employees as it affects
working efficiency. Therefore, the Company arranges the joint activities
between employees and the executives, which is a factor that would
develop good relationship and helps creating the happiness in workplace,
for example, New Year party and merit making event. Moreover, the
executives regularly organize a meeting with the employees in order to
exchange ideas and comments, which will lead the Company to achieve the
goals in the harmonized direction efficiently and effectively.

-   Creating Competent and Righteous Members of the Organization and
    Society

With the intention to ensure that employees comply with the Company’s
rules for the benefit of group discipline, if any employee evades or
violates such rules, that employee shall be held responsible and
punished according to the disciplinary measures as deems appropriate
under the corporate governance principal that the Company has set forth
as a frame for the executives and employees to comply. In addition, the
Company strongly believes that building employees to be competent and
righteous shall assist the Company to secure a sound and perpetual
growth.