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Our Board of Directors oversees the Company’s business and affairs with shareholder approval in accordance with the applicable laws. The Board must exercise good business judgement and act in good faith for the best interests of the Company.
In this year, the Board met four times, and the following table shows the details regarding the attendance to the meeting of each director up to December 31, 2009:
|
Number of Attendances |
Name Position |
Total of Meetings |
| 1. Mr. Charoen Sirivadhanabhakdi |
Chairman |
3/4 |
| 2. Khunying Wanna Sirivadhanabhakdi |
Vice Chairman |
3/4 |
| 3. Mr. Narong Srisa-an |
Vice Chairman |
4/4 |
| 4. Mr. Komen Tantiwiwatthanaphan |
Vice Chairman |
4/4 |
| 5. Mr. Puchchong Chandhanakij |
Director |
3/4 |
| 6. Mr. Staporn Kavitanon |
Independent Director and Audit Committee Chairman |
4/4 |
| 7. Prof. Kanung Luchai |
Independent Director and Audit Committee Member |
4/4 |
| 8. Mr. Manu Leopairote |
Independent Director and Audit Committee Member |
3/4 |
| 9. Mr. Ng Tat Pun |
Independent Director and Audit Committee Member |
4/4 |
| 10. Mr. Michael Lau Hwai Keong |
Independent Director |
4/4 |
| 11. Prof. Pornchai Matangkasombut |
Independent Director |
4/4 |
| 12. Mr. Sakthip Krairiksh |
Independent Director |
4/4 |
| 13. Gen. Choo-Chat Kambhu Na Ayudhya |
Independent Director |
4/4 |
| 14. Mr. Vivat Tejapaibul |
Director |
4/4 |
| 15. Mr. Panote Sirivadhanabhakdi |
Director |
4/4 |
| 16. Mr. Thapana Sirivadhanabhakdi |
President and CEO |
4/4 |
| 17. Ms. Kanoknart Rangsithienchai |
Director |
4/4 |
| 18. Mr. Sithichai Chaikriangkrai |
Director |
4/4 |
| 19. Mr. Ueychai Tantha-Obhas |
Director |
4/4 |
| 20. Dr. Pisanu Vichiensanth |
Director |
4/4 |
| 21. Mr. Chukiet Tangpongprush |
Director |
4/4 |
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Matters Requiring Board Approval
Our Board recognizes their utmost duties to administer business and oversee the Company’s operations. This includes the administration of the subsidiary companies to be in line with the Company’s core business plans to ensure that it complies with the shareholders’ resolutions in good faith and under the law and its Articles of Association. In addition, our Board ensures that the Company and its subsidiary companies comply with the SGX Listing Manual. Our Board is also responsible for the determination of visions and business strategies of the Company and the oversight of management performance of their duties according to the Company’s policies and report the financial statements and general information to investors and shareholders with accuracy and sufficiency.
According to the Law, the Board is required to meet not less than four times in each year. In 2009, the Board met such requirement.
Training
All Directors have passed the Director Accreditation Program (DAP) of the Thai Institute of Directors. Some also accredited the Director Certification Program (DCP) of the same institution. We also encourage and support directors to understand Singapore Law and the Listing Manual applicable to our Company through training and information updating.
All Directors received a clear explanation of their roles and responsibilities at the time of their proposed appointment to the Board.
Board of Directors
Our Board consists of twenty one directors, including eight independent directors which are more than one-third of the total number of the Board members. All directors have long-term experience in business or attained honorary position.
Executive Committee
The Board appointed an Executive Committee which consists of sixteen members, they either are the Board members or top executive officers of the Company. To enhance Company business operation, the Board granted them the authority to perform their duties. In this regard, some of the Executive Committee member are assigned to oversee business units under the supervision of the President and CEO. The Executive Committee may appoint other sub-committees to support the Executive Committee and the Board in order to ensure the good corporate governance of the Company.
The Executive Committee meets once a month to discuss on the Company’s business administration, except for the case of emergency the meeting will be held as appropriate.
Apart from the oversight of the administration of THBEV, the Board also appoints Executive Committee members to hold directorship in both domestic and overseas subsidiary companies to monitor and control the business administration at maximum efficiency according to of the Company’s policy and for the best interest of the Company.
The Executive Committee’s responsibilities are as follows:
• Prepare and propose business plans, targets, operational plans, business strategies and annual budgets of the Company and its subsidiary companies to the Board of Directors of the Company;
• Determine and propose business plans, budgets and management roles and responsibilities of the Company and its subsidiary companies to the Board of Directors of the Company for approval;
• Monitor the operations of the Company and its subsidiary companies to be in line with business policy, targets, operational plans, business strategies, budgets and management roles and responsibilities as approved by the Board of Directors of the Company for the efficiency of and to facilitate business conditions;
• Approve payments for investments or operations, borrowing or requesting for any facility from a financial institution, lending, including being a guarantor with respect to the normal business of the Company and its subsidiary companies as stipulated by the Board of Directors; In this regard, the Executive Committee has the authority to approve and enter into the business transaction of the Company and its subsidiary companies according to the Board of Directors’ approval and determination.
• Approve the annual budget for annual increase or adjustment of salary and bonus payment for employees of the Company and its subsidiary companies;
• Approve payments as determined by Board of Directors of the Company;
• Propose the efficient organization and management structure of the Company and its subsidiary companies to the Board of Directors of the Company;
• Recruit, employ, terminate employment, promote, impose disciplinary penalty, transfer, adjust salary level, increase salary, adjust salary rate, and determine bonus, welfare and other benefits as well as consider all other remunerations for all levels of employees of the Company. The Executive Committee also has the authority to appoint the president or any appointee of the Company to be the authorized representative of the Company to sign related employment contracts within the budget approved by the Board of Directors of the Company;
• Approve the appointment of the Company’s representatives to the Board of Directors and/or the sub-committee of its subsidiary companies in order to supervise all administrative matters as approved by the Company for the efficiency and best interest;
• Supervise and approve matters relating to the operation of the Company. It may appoint or authorize any one or more persons to engage in any act on behalf of the Executive Committee as it deems appropriate such as appointment of the sub-committee to consider salary increase and bonus of executive leveled employees ranking from Vice President to Executive Vice President, appointment of any of the sub-committees that have particular knowledge and expertise to manage and monitor before proposing to the Executive Committee, provided that the Executive Committee is entitled to repeal, change or modify the scope of the authorization; and
• Perform any other act as delegated by the Board of Directors of the Company.
However, the abovementioned approval shall not grant power that cause the Executive Committee or the authorized representative being able to approve any transaction in which the Executive Committee or authorized representative, or any related person has interest or may have any conflict of interest with the Company or its subsidiary companies (as defined in the Notification of the Securities and Exchange Commission). Such approval must be proposed to the meeting of the Board of Directors of the Company and/or the meeting of shareholders, as the case may be, for the approval, as stipulated in the Articles of Association of the Company or its subsidiary companies, or any applicable laws.
In 2009, the Executive Committee met twelve times, and the following table shows the details regarding the attendance to the meeting of each member up to December 31, 2009:
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Number of Attendances |
Name Position |
Total of Meetings |
| 1. Mr. Charoen Sirivadhanabhakdi |
Chairman of Executive Committee |
12/12 |
| 2. Khunying Wanna Sirivadhanabhakdi |
First Executive Vice Chairman |
10/12 |
| 3. Mr. Narong Srisa-an |
Second Executive Vice Chairman |
12/12 |
| 4. Mr. Komen Tantiwiwatthanaphan |
Third Executive Vice Chairman |
11/12 |
| 5. Mr. Puchchong Chandhanakij |
Fourth Executive Vice Chairman |
11/12 |
| 6. Mr. Thapana Sirivadhanabhakdi |
President and CEO |
11/12 |
| 7. Ms. Kanoknart Rangsithienchai |
Director and Executive Vice President |
12/12 |
| 8. Mr. Sithichai Chaikriangkrai |
Director and Senior Vice President |
12/12 |
| 9. Mr. Ueychai Tantha-Obhas |
Director and Senior Vice President |
10/12 |
| 10. Dr. Pisanu Vichiensanth |
Director and Senior Vice President |
12/12 |
| 11. Mr. Chukiet Tangpongprush |
Director and Senior Vice President |
10/12 |
| 12. Mr. Sawat Sopa |
Executive Vice President |
11/12 |
| 13. Mr. Jean Lebreton |
Senior Vice President |
11/12 |
| 14. Mr. Vichai Chaiyavaranurak |
Senior Vice President |
10/12 |
| 15. Mr. Somchai Suthikulpanich |
Senior Vice President |
11/12 |
| 16. Mr. Matthew Kichodhan(1) |
Senior Vice President |
1/12 |
Remarks:
(1) Mr. Matthew Kichodhan joined the Company on September 9, 2009 and was appointed to be the Executive Committee member by the Board of Directors’ Meeting No. 4/2009 on November 11, 2009. |
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Management Committee
The Board of Directors approved the set up of the Management Committee (MC) and authorized the President and CEO to be in charge of all MC activities. The MC was formed in January 2008 and consists of the top executives of business units. Up to present, the members have been changed due to the additional appointment and change of the top executives responsibility.
As at December 31, 2009, the MC consists of eleven members namely, Mr. Thapana Sirivadhanabhakdi, Ms. Kanoknart Rangsithienchai, Mr. Sithichai Chaikriangkrai, Mr. Ueychai Tantha-Obhas, Dr. Pisanu Vichiensanth, Mr. Chukiet Tangpongprush, Mr. Sawat Sopa, Mr. Jean Lebreton, Mr. Vichai Chaiyavaranurak, Mr. Somchai Suthikulpanich, and Mr. Matthew Kichodhan.
The Chairman of the MC is Mr. Thapana Sirivadhanabhakdi, the President and CEO.
Investment Committee
The Company is very careful and will cautiously proceed in the investment for our business expansion. In this regard, the Executive Committee appointed the Investment Committee (IC) which consists of nine members from various units. Mr. Narong Srisa-an is the Chairman of the IC and Mr. Thapana Sirivadhanabhakdi and Mr. Sithichai Chaikriangkrai are the Vice Chairman of the IC. The IC is responsible for consideration and advice the Executive Committee on the acquisition/disposal of businesses, assets, including the merger of businesses of Thai Beverage Public Company Limited group of companies both domestic and overseas.
Audit Committee
The Board of Directors appointed the Audit Committee which consists of 4 members, namely, Mr. Staporn Kavitanon, Prof. Kanung Luchai, Mr. Manu Leopairote, and Mr. Ng Tat Pun. Mr. Staporn Kavitanon is the Chairman of the Audit Committee and Mr. Somsak Sae-Kuay, Vice President of the Office of Internal Audit, is the secretary to the Committee.
In this regard, Mr. Ng Tat Pun was appointed by the Board of Directors to be the leader of the Audit Committee with respect to the interested person transactions undertaken by our Group.
The Audit Committee meets at least once in each quarter or more, in case of emergency. Please refer to the Audit Committee Report.
Risk Management Committee
The Board of Directors appointed the Risk Management Committee which consists of fourteen members who are either directors or executives. The Directors are Mr. Narong Srisa-an, Mr. Puchchong Chandhanakij, Ms. Kanoknart Rangsithienchai, Mr. Chukiet Tangpongprush, Mr. Thapana Sirivadhanabhakdi, Mr. Sithichai Chaikriangkrai, Mr. Ueychai Tantha-Obhas, Dr. Pisanu Vichiensanth. The executives are Mr. Sawat Sopa, Mr. Vichai Chaiyavaranurak, Mr. Jean Lebreton, Mr. Somchai Suthikulpanich, Mr. Chalerm Pornrutchakit and Mr. Mahin Kraivixien. The Chairman of the Risk Management Committee is Mr. Narong Srisa-an, Vice Chairman of the Board. Mr. Somsak Sae-Kuay, Vice President of the Office of Internal Audit, is the Secretary to the Risk Management Committee.
Among others responsibilities, the Risk Management Committee ensures the analysis of both internal and external risks, determines the acceptable level of risks for the Company and its subsidiary companies, and determines and reviews criteria of risk management as well as evaluates an emergency plan of each office to ensure that it is practical. They also consider and review; overall policies, guidelines of risk management of the Company and its subsidiary companies, risks in the operation of the Company and its subsidiary companies, including the preparation of the risk management report, warning system and preventive measures for operational risks. This includes the risk assessment of the Company and its subsidiary companies with timely review of the criteria of risk management.
Nomination Committee
The Board of Directors appointed the Nomination Committee which consists of Mr. Staporn Kavitanon, Mr. Manu Leopairote, and Khunying Wanna Sirivadhanabhakdi. The Chairman of the Nomination Committee is Mr. Staporn Kavitanon. Mr. Thidi Suwanarat is the Secretary to the Nomination Committee. In this regards, the majority of NC members including the NC Chairman are independent directors.
The Nomination Committee is responsible for the selection of the suitable person to be appointed as director and/or President & CEO, and setting the procedures and the guidelines for selection.
Remuneration Committee
The Board of Directors appointed the Remuneration Committee which consists of Mr. Staporn Kavitanon, Mr. Manu Leopairote, and Prof. Kanung Luchai. The Chairman of the Remuneration Committee is Mr. Staporn Kavitanon. Mr. Thidi Suwanarat is the Secretary to the Remuneration Committee. In this regards, all RC members are independent directors.
The Remuneration Committee is responsible for setting the policies and the guidelines in the determination of remunerations of any kind including to consider and review the remuneration of the key executives.
Our Chairman encourages constructive relations among the Board, Executive Committee and Management Committee. The Chairman approves the agenda to be considered at the Board meetings and the Executive Committee meetings as he is the Chairman of the Executive Committee. He also supervises the disclosure of adequate and appropriate information to the management and to the Board at the appropriate time.
The Chairman and the President & CEO are responsible for their roles in the overseeing the business operation and administration in accordance with the policy of the Board of Directors set for the new structure of the organization of the Company.
In order to assure a transparent process for the appointment of the directors to the Board, the Nomination Committee (NC) would review and assess qualities of candidates for directorships (including executive directorships) before making recommendations to our Board. The NC also reviews the retirement and re-election of directors for proposing the election to the Annual General Meeting of Shareholders of the Company to comply with our Articles of Association.
The Remuneration Committee (RC) also determines remuneration policies and guidelines to set fair and reasonable remunerations of any kind to directors and executive committee members, as well as, reviews, revises, amends, or revokes such policies and guidelines to be proposed to the annual general meeting of shareholders of the Company for approval. The Committee is also in charge of the consideration and review of the remuneration of key executives and proposes to the Board of Directors of the Company.
In performing their roles, our NC and RC adhere to the law and the Listing Manual of the Singapore Exchange applicable to our Company. The NC and RC also adopted a charter and proposed it to the Board for approval.
In conducting the business of the Company, the Board perform their duties in good faith and due care according to the laws, shareholders’ resolutions and to preserve the interests of the Company. Our Board will do the self-assessment of their performances and responsibilities.
We are committed to providing our Board members with adequate, complete, continuous and timely information before Board meetings. The Board members have separate and independent access to the Company Secretary. The Company Secretary, in consultation and cooperation with the Office of Legal Affairs, is responsible for advising the Board, through the Chairman, on the regulatory matters. In this respect, we set up a Compliance Unit, having a Compliance Manager responsible for this Unit under supervision of the Company Secretary. This is to ensure compliance with the legal and regulatory requirements. The Board approves the appointment and the removal of the Company Secretary. In 2009, the Company Secretary attended all Board meetings and Executive Committee meetings.
The Remuneration Committee (RC) is authorized by the Board to determine the remuneration of directors and/or executives in consultation with the Chairman to propose for the approval of the shareholders’ meetings.
If a member of the RC has an interest in a matter deliberated by the Committee, he will abstain from participating in the review and approval process for that matter.
The determination of level and band of remuneration of the Directors, Executive Directors, and top executives of the Company were based on the corporate and individual performance. The approval of the remuneration for the directors is proceeded with clarity and transparency to comply with laws and the Code of Corporate Governance 2005 (including the amendment). The Remuneration Committee will consider and endorse the remuneration structure prior to propose to the shareholders for approval.
The level of remuneration reflects their experience and dedication. The remuneration bands rank from A to C as follows.
Remuneration Bands:
“A” refers to remuneration below the equivalent of S$250,000.
“B” refers to remuneration between the equivalent of S$250,000 and S$499,999.
“C” refers to remuneration from the equivalent of S$500,000 and above.
The Company entered into a long-term employment agreement with Dr. Pisanu Vichiensanth, who is the director in the Company, the Managing Director of Beer Thai (1991) Public Company Limited and the Managing Director of Cosmos Brewery (Thailand) Co., Ltd., and a Senior Master Brewer.
As at December 31, 2009, Directors and five top executives received the following remuneration
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Name of Directors |
(Remark: 1 S$ = Baht 24)
Remuneration Band |
| 1. Mr. Charoen Sirivadhanabhakdi |
C |
| 2. Khunying Wanna Sirivadhanabhakdi |
B |
| 3. Mr. Narong Srisa-an |
C |
| 4. Mr. Komen Tantiwiwatthanaphan |
B |
| 5. Mr. Puchchong Chandhanakij |
B |
| 6. Mr. Staporn Kavitanon |
A |
| 7. Prof. Kanung Luchai |
A |
| 8. Mr. Manu Leopairote |
A |
| 9. Mr. Ng Tat Pun |
A |
| 10. Mr. Michael Lau Hwai Keong |
A |
| 11. Prof. Pornchai Matangkasombut |
A |
| 12. Mr. Sakthip Krairiksh |
A |
| 13. Gen. Choo-Chat Kambhu Na Ayudhya |
A |
| 14. Mr. Vivat Tejapaibul |
A |
| 15. Mr. Panote Sirivadhanabhakdi |
A |
| 16. Mr. Thapana Sirivadhanabhakdi |
C |
| 17. Ms. Kanoknart Rangsithienchai |
C |
| 18. Mr. Sithichai Chaikriangkrai |
C |
| 19. Mr. Ueychai Tantha-Obhas |
C |
| 20. Dr. Pisanu Vichiensanth |
C |
| 21. Mr. Chukiet Tangpongprush |
B |
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Name of Directors |
(Remark: 1 S$ = Baht 24)
Remuneration Band |
1. Mr. Sawat Sopa
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B |
2. Mr. Jean Lebreton
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C |
3. Mr. Vichai Chaiyavaranurak
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B |
4. Mr. Somchai Suthikulpanich
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A |
| 5. Mr. Matthew Kichodhan(1) |
A |
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Remarks:
(1) Mr. Matthew Kichodhan joined the Company on September 9, 2009 and was appointed to be the Executive Committee member by the Board of Directors’ Meeting No. 4/2009 on November 11, 2009. |
The Board is responsible for providing a balanced and understandable assessment of the Company’s performance, and for providing shareholders with quarterly and annual financial reports. The financial statements for the first three quarters are released to shareholders within 45 days of the end of each quarter. The annual result is released within 60 days of the end of each financial year. In addition, after the financial disclosure, our top management also participates in quarter results briefing and telephone conference from time to time. This is to ensure the timely update to our investors.
The Board appointed the Audit Committee (AC), which consists of four independent directors: three Thais and one Singaporean. The AC responsibilities are clearly set forth in the Audit Committee Charter for instance, assessing the adequacy and effectiveness of the internal controls of the Company and its subsidiary companies, ensuring the correctness and reliability of the preparation process and information disclosures of the Company and its subsidiary companies, and reviewing the Company and its subsidiary companies to comply with the applicable laws, regulations and rules of the Stock Exchange of Thailand and the Singapore Exchange. This includes the internal controls and consideration of Interested Persons Transactions to prevent an occurrence of conflict of interests.
Our Board values a sound management internal control system. To safeguard shareholders’ investments and the Company’s assets, it appointed an Executive Committee, each member of which oversees different departments and business units to ensure the adequacy of financial, operational and compliance controls, including risk management policies.
In support of this, the Board also assigned the Office of the Corporate Secretariat to oversee the compliance with the laws concerning the private company, public company limited and the Securities Laws, which are applicable to the Company.
In addition to the relevant laws and regulations, the Board of Directors also announce the Business Ethics and indicated that all directors, management and employees be complied.
Based on the information provided to it, the Audit Committee believes that the system of internal controls and risk management of the Company is adequate.
The Company established the Office of Internal Audit to assist the Board through Audit Committee (AC) in promoting sound risk management and good corporate governance by assessing the adequacy and effectiveness of the internal controls for key businesses and operations in areas described in the audit plan. In this respect, the AC appointed the Vice President, Office of Internal Audit, as the Secretary to the AC. Annual audit was prepared to ensure that the performance of internal audit is accurate.
The AC will propose its opinions on the appointment of the auditors of the Company and its subsidiary companies including their remuneration to the Board of Directors in order to propose to the Shareholders’ Meeting for approval. The 2009 Annual General Meeting of Shareholders held on April 29, 2009, resolved with the majority of vote to approve the appointment of Ms. Nittaya Chetchotiros, Certified Public Accountant No. 4439 or Ms. Bongkot Amsageam, Certified Public Accountant No. 3684, or Mr. Santi Pongjareanpit, Certified Public Accountant No. 4623 of KPMG Phoomchai Audit Ltd. to be the auditor of the Company. This appointment is also complied with Rule 713(1) of the Listing Manual of Singapore Exchange (Listing Manual).
InverBev (Singapore) Limited, our Singapore-incorporated subsidiary, engages KPMG, Singapore which is the accounting firm in the same group as the auditor of our Company and our Thailand-incorporated subsidiaries, in compliance with Rule 716 of the Listing Manual.
According to the financial statements ended December 31, 2009, there was no payment made by the Company for the Non-Audit Fee to the auditor.
Not only we make various announcements via SGX-NET to communicate with our shareholders, but our Investor Relations Unit also works closely with our top management to ensure timely disclosure. The unit arranges quarterly briefings following the disclosure of interim and full year results, so that investors may query management about financial, marketing or strategic issues. Between reporting periods, the Investor Relations team regularly meets with investors to communicate the policies and strategies of the Company so that investors have a good understanding of the Company operation. Investor Relations provides timely detailed information via the corporate website.
The unit also reports to management about investors’ comments and concerns. Contact information for the Investor Relations Unit appears in this annual report or on the investor relations section of the corporate website http://www.thaibev.com/ir.html.
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