Board of Directors

As of December 31, 2011, there are six directors as the names were shown below:

No.	Name	Position	Number of attended meetings /all meetings of year 2011
1.	Mr. Wisit Laohapoonrungsee	Chairman of the Board of Director	10/10
2.	Mrs. Niphapat Romerattanaphun	Director	10/10
3.	Mr. Thun Thiansuwan	Director	10/10
4.	Mr. Piroj Ratanasopa	Director	2/10
5.	Mr. Wanchai Tantikul	Independent Director	10/10
6.	Mr. Preecha Boonyakida	Independent Director	10/10
Total number of meetings			10

Authorized signatories are Mr. Wisit Laohapoonrungsee, signing together with Mrs. Niphapat Romerattanaphun with affixing the company’s seal. In addition, the authorized signatories can also be either of these two directors signing with Mr. Thun Thiansuwan or Mr. Piroj Ratanasopa with affixing the company’s seal.

Scope of duty and responsibility of the Board

1. To perform their job legally and follow the company objectives and rules as well as the resolution in the shareholders’ meeting with the following exception that need approval from shareholders’ meeting before execution such as the activities that the law assign to have the resolution from the shareholders’ meeting, relating transactions and purchasing and selling any securities according to the regulation of the Stock Exchange of Thailand or as assigned by other Government section.
2. To appoint or change the company’s authorized signatories.
3. To set policy, strategy and direction of company management as well as to supervise the executive to carry on the work effectively in accordance with the business policy, strategy and direction, in order to supremely increase economic value for the shareholders and for sustainable growth.
4. To consider and decide in important activities such as business plan, budget, mass investment projects, or any legal regulation.
5. To assess the results of the performance and determine the payment for the executives.
6. To be responsible for the results of execution and duty performance of executives with intention and carefulness.
7. To conduct accounting system, financial report and accounting report, to set the process in assessing the proper internal control, as well as to have an efficient and effective of internal audit; risk management; financial reporting and monitoring.
8. To prevent conflict of interest among the company’s stakeholders.
9. To supervise duty performance to be in ethical behavior.
10. To set internal regulation and company code.
11. To report their job responsibility, in conducting financial report, together with the audited financial report revealed in the annual report; and include important activities in accordance with the Stock Exchange of Thailand policy of desirable performance for the company’s board.
12. To appoint someone to administer the company business activities under their supervision or give the person authority and/or within the agreed time period; and the board can cancel, discharge or change this authority at any time.

Audit committee

The Audit Committee of Areeya Property Public Company Limited consists of 3 independent members; Mr.Wanchai Tantikul as the Chairman and Mr.Preecha Bunyakida as a member of the Audit Committee. They are all appointed from the meeting of the Board. The third audit committee member is in the process of selection to replace the member who resigned from the committee since October 7, 2011. The audit committee consists of two independent directors as follow:

No.	Name	Position	Number of attended meetings/ all meetings of year 2011
1.	Mr. Wanchai Tantikul	Chairman of Audit Committee	7/7
2.	Mr. Preecha Boonyakida	Audit Committee	7/7
Total number of meetings			7

Audit Committee is an independent organization to support, review the financial information, and report to the shareholders and other related persons.

Scope of duty and responsibility of the audit committee

1. To review the Company’s financial report is accuracy and adequacy.
2. To ensure that the Company has a suitable and efficient internal control system and internal audit, the audit committee shall consider the following issue:
• To strengthen the independence of the internal audit department, the audit committee shall approve any selection, promotion, rotation or termination of the department head.
• To ensure the independence of the internal audit department, the audit committee shall consider other factors that might impact its independent performance, including reporting and supervision processes.
3. To ensure that Company compliance with the securities and stock exchange laws, the Stock Exchange of Thailand’s regulations and other business laws.
4. To consider, select, nominate and recommend remuneration of the Company’s external auditor. The audit committee shall consider the following issues:
• To ensure the independence of the external auditor. The audit committee shall consider any factors that may conflict with the auditor’s efficient and professional operations.
• To freely discuss significant matters, the audit committee shall meet privately with the external auditor once a year, without the management team being present.
5. To ensure that the firm complies all related rules when is a connected transaction or transaction that may lead to conflict of interests
6. To make Audit’s Committee’s performance report which is signed by the chairman of Audit Committee and disclosed in the Company’s annual report, its report should include the following information:
• accurateness, completeness and credibility of the company’s financial report
• adequacy of the firm’s internal control system
• compliance with SEC’s and SET’s laws and regulation and other laws relevant to the company’s business
• suitability of the external auditor;
• transactions that may cause conflicts of interest
• the number of committee meetings and attendance of each member
• other concerns that have arisen as the audit committee performed its duties as defined in the committee’s charter.
• anything else which should be made available to shareholders and general investors within the scope of duties and responsibilities assigned by the Board.
7. To perform any other activities assigned by the Board of Directors and agreed by Audit Committee.

Executive Committees

Executive Committees of the Company consist of four executive committees as follow:

No.	Name	Position	Number of attended meetings/ all meetings of year 2011
1.	Mr. Wisit Laohapoonrungsee	Chief of Executive Committee	14/14
2.	Mrs. Niphapat Romerattanaphun	Executive Director	14/14
3.	Mr. Thun Thiansuwan	Executive Director	14/14
4.	Mr. Piroj Ratanasopa	Executive Director	2/14
Total number of meetings			14

The member shall be appointed by the Board to have duty and responsibility. Their power are unable to authorize items or persons that can gain and loss, or may have a conflict of interest (according to the designation of The Securities and Exchange Commission, Thailand) except in approve some activities that agree with policies, methods or regulations that Board approved.

Scope of duty and responsibility of Executive Committee

1. To determine policies, directions strategies and structures of the Company’s business to support an economic conditions and competition that has announced to the shareholders to ask for and agreement of the Board.
2. To determine business plan, budget and managing authority of the Company to ask for an agreement of the Board.
3. To examine and monitor the determined policy and managing method to be efficiently and benefit to the company.
4. To monitor the company’s progress to follow the approved business plan.
5. To consider an investment project of the company in order to offer to the Board.
6. To make the legal act with the financial institution of opening an account, borrowing, mortgaging, pawning, guaranteeing, bargaining and register a proprietary right in order to run company’s business.
7. To supervise and approve company’s normal business activities, and may hand over power to the Directors or other people to run tine work.
8. To run other business activities as the Board assigned.

Management Team

The 2011 management team of the Company consists of eight top executives:

No.	Name	Position
1.	Mr. Wisit Laohapoonrungsee	Chairman and Chief Executive Officer
2.	Mr. Archawan Eiampaiboonphan	EVP - Construction Department
3.	Mr. Chumpolpat Puldrapaya	EVP - Finance & Accounting Department
4.	Mr. Chernchin Cherdchoochai	SVP - Brand Corporate Department
5.	Ms. Ansasi Hongkanarug	VP - Sales & Marketing Department
6.	Mr. Kunlapan Saenpipat	VP - Construction Department
7.	Mr. Jiraroj Wonglerttanakij	VP - Legal Department
8.	Mr. Akerut Sakhakorn	VP - Finance Department

Board of Directors in subsidiary companies

Areeya Service Co., Ltd.

No.	Name	Position
1.	Mr. Wisit Laohapoonrungsee	Managing Director
2.	Mrs. Niphapat Romerattanaphun	Director
3.	Mr. Thun Thiansuwan	Director

One Up Co., Ltd.

No.	Name	Position
1.	Mr. Wisit Laohapoonrungsee	Chairman
2.	Mr. Dennis Ong Boon Seong	CEO
3.	Mr. Archawan Eiampaiboonphan	Director
4.	Mr. Somphol Thiansuwan	Director
5.	Mr. Amorn Vacharakorn	Director

Areeya Management Co., Ltd.

No.	Name	Position
1.	Mr. Wisit Laohapoonrungsee	Managing Director
2.	Mrs. Niphapat Romerattanaphun	Director
3.	Mr.Thun Thiansuwan	Director

Cool Space Co., Ltd.

No.	Name	Position
1.	Mr. Wisit Laohapoonrungsee	Managing Director
2.	Mrs. Niphapat Romerattanaphun	Director
3.	Mr.Thun Thiansuwan	Director

White Living Co., Ltd.

No.	Name	Position
1.	Mr. Wisit Laohapoonrungsee	Managing Director
2.	Mrs. Niphapat Romerattanaphun	Director
3.	Mr.Thun Thiansuwan	Director

Chill Space Co., Ltd.

No.	Name	Position
1.	Mr. Wisit Laohapoonrungsee	Managing Director
2.	Mrs. Niphapat Romerattanaphun	Director
3.	Mr.Thun Thiansuwan	Director

Chief Executive Officer

Chief Executive Officer of the company is Mr. Wisit Laohapoonrungsee.

The Board of Directors has assigned Chief Executive Officer (CEO) to have duties and responsibilities in operation. The detail of assigned authority conforms to the scope of duty and responsibility of Chief Executive Officer which the authority assignment of CEO and other persons as the approval by CEO have not included the power and/or authority to approve any transactions that CEO or the authorized person may have any conflict of interests or any advantage from the company or subsidiary company (compliance with the Regulation of the Securities and Exchange Commission). Such transactions have to be proposed in the Board of Directors’ meeting and/or Shareholders’ meeting for consideration and approval as indicated in the company’s Articles of Association or related law except the approval of transactions following the company’s Policies, Methods, Rules approved by the Board of Directors or Executive Committee.

Scope of duty and responsibility of Chief Executive Officer

1. To operate and manage the company’s business complying with plan and budget approved by the Board of Directors
2. To operate and manage the company’s business entirely complying with the company’s Objectives, Policies, Rules, Articles of Association, Orders, Resolutions of Board of Directors’ Meetings or Executive Committee’s Meetings
3. To have an authority to operate and act as the company’s representative for the related business beneficial to the company
4. To have an authority to issue the Announcement, Orders or Memorandum in order to control the operation complying with the company’s Policies and benefit and to maintain the disciplines in the organization work
5. To approve the appointment of Staffs and Consultants in any fields necessary for the company’s operation
6. To operate as assigned by the Board of Directors or Executive Committee under the company’s Rules and Articles of Association

The approval of transactions under the scope of duty and responsibility has to comply with the payment approval authority approved by the Board of Directors.

Payment Approval Authority

The Board of Directors has determined the payment approval authority for the company’s normal course of business, financing, credit facility requesting, including mortgaging with the details as follows:

	Payment Approval Authority
	Normal course of business transactions	Financial transactions
Chief Executive Officer	Not over Baht 50 Million	Not over Baht 100 Million
Executive Committee	Not over Baht 200 Million	Not over Baht 500 Million
Board of Directors	No Limit	No Limit

Secretary of the Company

The Secretary of the Company is Ms. Siriluck Tangwiboonpanich. By scope of duty and responsibility are as follows:

Scope of duty and responsibility of the Secretary of the Company

1. Monitor the activities of the Board to perform their job legally and follow the rule and regulation.
2. Establish the Board of Directors’ Meeting and the Shareholders’ Meeting, including Invitation of Shareholders’ Meeting.
3. Maintain information and document of the Company.
4. Prepare Annual Report.
5. Follow the Regulation of The Security and Exchange Commission, Thailand.