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The following Statement of Good Corporate Governance, which is in accordance with the Securities and Exchange Act, and the SET’s 15 guidance for “Code of Best Practice”, has been revised and approved by The Board of Directors of Christiani & Nielsen (Thai) Public Company Limited on 23 February 2007 for operational guidance:

1. Corporate Governance Policy

The Board of Directors is responsible for providing the maximum benefit to Shareholders. Their role in supervising all business adequately follows best practices of corporate governance to ensure transparent, auditable and sufficient disclosure to all stakeholders. The Policy is subject to review and appraisal at least once a year.

2. Rights and Equitable Treatment of Shareholders

For the rights and equality of all Shareholders to receive Company news and information, the Company discloses such information on the Company’s website prior to delivery of documents. The Shareholders receive, in advance, all necessary information related to Shareholders’ decision-making in every General Meeting of Shareholders. In case the Shareholders cannot attend the meeting, the independent directors may be used by Shareholders as their proxies to cast votes. In case of extra-ordinary matters, the Company may call for an Extra Ordinary General Meeting, as the case may be.

3. Rights of Stakeholders

The Company is always aware of the rights of all stakeholders, namely shareholders, employees, customers, suppliers, creditors, business competitors and society and they are, legally and ethically, provided with sufficient and appropriate rights.

Shareholders:
The Company aims to operate the business efficiently, transparently and auditably to maximize the profit to all Shareholders equally.

Employees:
All employees are treated fairly with competitive remuneration.

Customers:
To satisfy the needs of customers, the Company delivers guaranteed quality works, within agreed construction periods, and in compliance with customers’ specifications.

Suppliers & Creditors:
The Company complies strictly with all terms and conditions agreed with suppliers and creditors.

Competitors:
The Company has a policy to compete fairly with all business competitors under the appropriate framework.

Society:
The Company encourages all activities that benefit society, and will not take any action that may harm the country’s reputation or environment.

4. Shareholders’ Meeting

The Board of Directors convene the Annual General Meeting of Shareholders within 4 months after the end of the accounting period of each year. The agenda and all documents are sent out to Shareholders at least 7 days in advance, together with disclosure through the Company’s website. The time and place is selected to facilitate the attendance of all Shareholders.

During the Meeting, the Chairman of the Meeting gives equal rights to all Shareholders to inspect the Company’s operation, to ask questions and to make suggestions.

5. Leadership and Vision

The Board of Directors, in making its business decisions, has a clear vision to bring maximum benefits to the Company and Shareholders. The Board of Directors also supervise the management in carrying out the operations in accordance with the plan.

6. Conflict of Interest

The Board of Directors is always aware of transactions which may lead to conflict of interest and connected transactions. The terms and agreements for each transaction are in accordance with normal business practice. The Company also discloses any such transactions in the annual report and in accordance with the regulations stipulated by the Stock Exchange of Thailand and the Securities and Exchange Commission.

Inside Information
To prevent the management of the Company from using inside information for personal benefit, the management is not allowed to disclose any information prior to public disclosure.

Management is required to prepare a report of securities held by management staff to the Securities and Exchange Commission according to Section 59 of Securities and Stock Exchange Act B.E. 2535

7. Business Ethics

To emphasize the Company’s aim to operate the business in a transparent and ethical manner with responsibilities to all stakeholders, including society and the environment, the Company’s business ethics are set up, along with Rules and Regulations for Employees, by the Management as a guideline for the Board of Directors, management and employees. The detail is stipulated in Section 2 of “Code of Business Ethics” for business operation and for employees”. The manual is distributed to all levels of executive staff and employees in order to provide them with guidelines to carry out their duties in compliance with Company regulations.

8. Balance of power for Non-Executive Directors

The Board of Directors includes representatives from Shareholders, academic persons and persons proposed by directors or Shareholders as non-executive directors.

9. Role of Chairman of the Board and the Managing Director

The Chairman of the Board and the Managing Director are not the same person; the Chairman is not a relative of any of the management staff.

10. The remuneration for Directors and Management

Remuneration for Directors is defined in the Annual General Meeting of Shareholders. The Board of Directors propose the remuneration for the Meeting to consider. Each director receives different remuneration subject to the position in the Board i.e., the Chairman of the Board, the Chairman of Audit Committee, Audit Committee and Director.

Salary and other remuneration of directors and executive staff depends on individual and Company performance. The Chairman of the Board approves the recruitment of executive staff.

11. The Meeting of the Board of Directors

The Meeting of the Board of Directors is called at least at the end of each quarter to acknowledge the Company performance, approve the financial statements and to discuss the business operation. The agenda and related documents are sent to all directors at least 3-7 days in advance. In case of emergency, the Meeting may be called without advance notice.

The Audit Committee hold a meeting with the Company’s auditor and internal auditor to consider and comment on financial statements before submission to the Board of Directors for signing and submission to the Stock Exchange of Thailand.

12. Sub Committee

To ensure a good monitoring system of the business, the Board of Directors established an Audit Committee, elected by the Board of Directors, as a sub-committee comprising three directors, one of whom is required to have accounting and financing knowledge. These directors are independent as prescribed by the Stock Exchange of Thailand regarding the qualifications of independent directors. The Audit Committee has the duty to review and ensure good corporate governance, review financial reporting and internal control systems, advise on the selection of the Company’s auditors, consider business conflicts of interest and advise on managing and control of business risk.

13. Internal Control System and Internal Audit

The Company has an Internal Audit Department reporting directly to the Managing Director. The Internal Audit Department works with the Audit Committee and the Company’s auditor to control and investigate the business operation to assure compliance with relevant laws, rules and regulations.

14. Directors’ Report

The Board of Directors prepare a report to summarize the Company’s performance each year and send this to all Shareholders with the Invitation Letter for the Annual General Meeting of Shareholders.

15. Investors’ relationship

The Company submits the annual report, financial statements and report on Company performance to all Shareholders each year. The information is also disclosed on the Company’s website, in addition to the Stock Exchange of Thailand’s website, correctly, transparently and on time.