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Corporate Governance Report
At ThaiBev, we adhere to good corporate governance principles, and we conduct our business in compliance with all applicable laws, rules, and regulations, including the Listing Manual (“Listing Manual”) of Singapore Exchange Securities Trading Limited (“SGX”), the principles and provisions of the Code of Corporate Governance 2018 (“CG Code 2018”), as well as the guidelines of the Code of Corporate Governance 2012 (“CG Code 2012”) to the extent that such guidelines continue to operate prior to 1 January 2022. ThaiBev has sought to comply with the CG Code 2018 (and, as mentioned, the relevant guidelines of the CG Code 2012) to the extent possible.
A. Board Matters
Principle 1: The Board’s Conduct of Affairs
Our Board of Directors (“Board”) oversees the Company’s business and affairs in accordance with the resolutions of shareholders, the applicable laws and the Listing Manual. The Board must exercise good business judgment and act in good faith in the best interests of the Company.
Under the direction of the Board, ThaiBev has established a series of group-wide policies with which all employees are required to comply. Further details of these policies are available on the Company’s website: http://www.sustainability.thaibev.com/en/about_sustainability_policies_statements.php
The Board is responsible for the overall business leadership, strategic direction, performance objectives and long-term success of the ThaiBev group of companies, both domestic and overseas (“ThaiBev Group”). It also seeks to align the interests of the Board and Management with that of shareholders, and balance the interests of all stakeholders.
As at 30 September 2020, the Board comprised the following Directors, namely:
1. Mr. Charoen Sirivadhanabhakdi Chairman
2. Khunying Wanna Sirivadhanabhakdi Vice Chairman
3. Mr. Prasit Kovilaikool Independent Director and Audit Committee Chairman
4. Prof. Kanung Luchai Independent Director and Audit Committee Member
5. Mr. Ng Tat Pun Independent Director and Audit Committee Member
6. Ms. Potjanee Thanavaranit Independent Director and Audit Committee Member
7. Mr. Timothy Chia Chee Ming Independent Director
8. Prof. Pornchai Matangkasombut Independent Director
9. Gen. Dr. Choo-Chat Kambhu Na Ayudhya Independent Director
10. Dr. Chatri Banchuin Independent Director
11. Assoc. Prof. Dr. Kritika Kongsompong Independent Director
12. Mr. Vivat Tejapaibu Director
13. Mr. Panote Sirivadhanabhakdi Director
14. Mr. Thapana Sirivadhanabhakdi President and CEO
15. Mr. Ueychai Tantha-Obhas Director and Senior Executive Vice President
16. Mr. Sithichai Chaikriangkrai Director and Senior Executive Vice President
17. Dr. Pisanu Vichiensanth Director and Senior Executive Vice President
Ms. Nantika Ninvoraskul is the Company Secretary and the Secretary to the Board.
Matters Requiring Board Approval
Our Board recognizes its utmost duty to administer the Company’s business and oversee the Company’s operations in the best interests of the Company. This includes the administration of the subsidiary companies to be in line with the Company’s core business plans to ensure due compliance with the shareholders’ resolutions, in good faith and due compliance with the law, the Company’s business objectives and Articles of Association (“AOA”). In addition, our Board ensures that the Company and its subsidiary companies comply with the Listing Manual of the SGX and relevant stock exchange. Our Board is also responsible for the determination of the vision and business strategies of the Company, the oversight of Management’s performance of their duties according to the Company’s policies, and the reporting of the financial statements and general information to shareholders and investors with accuracy and sufficiency.
According to Thai Law, the Board is required to meet in person and not less than four times in each year. For the year ended 30 September 2020, a total of 4 Board meetings were held.
Training
The Directors have undergone and passed the Director Accreditation Program (DAP), Director Certified Program (DCP) of the Thai Institute of Directors and/or the relevant training programmes of the Singapore Institute of Directors (“SID”). We also provide training and information updates to the Directors to encourage and support their understanding of Singapore Law and the Listing Manual which are applicable to our Company. They also receive information updates as well as amendments made to the regulations on a regular basis. All Directors have received a clear explanation of their roles and responsibilities at the time of their proposed appointment to the Board.
In this regard, Directors and Executives of the Company and its subsidiaries have received a detailed manual comprising a summary of relevant aspects of current Singapore laws and regulations, e.g., continuing listing obligations, dealing in securities, disclosure of interests, CG Code 2018, in order to act as Directors and Executives of the Company appropriately.
Regulatory updates on the Listing Manual and other rules and regulations, as applicable to the Company, are also provided by our Compliance Advisors and/or our Office of Legal Affairs and/or our Compliance Unit to the Directors and Executives of the Company and its subsidiaries each year.
When amendments are made to the relevant laws and regulations, Directors and relevant Management of the Company and its subsidiaries will be informed at the Board Meeting, the Executive Committee Meeting, and/or via e-mail, depending on the circumstances.
For newly-appointed Directors, the Company arranges an orientation program whereby the Board assigns the Company Secretary to meet with the new Directors. The Company Secretary will arrange a meeting for the new Directors to meet with the relevant Directors and/or executives to provide relevant information and answer questions relating to various matters including the general business overview, our Vision, shareholding structure, organization structure, business ethics of ThaiBev Group, the Company’s policies, CG Code, authorities and responsibilities of the Board, annual Board meetings’ schedule, related laws and regulations. Training courses which are organized by the Thai Institute of Directors and SID are also recommended to the Directors. The Director’s handbook would also be handed to each new Director.
Access to Information
We are committed to providing our Board members with adequate, complete, continuous and timely information before the Board meetings and on an on-going basis so as to enable them to make informed decisions to discharge their duties and responsibilities.
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 including the compliance advisor as the case may be, is responsible for advising the Board on private and public limited company laws including securities laws and relevant regulatory matters. In this respect, we set up a Compliance Unit, with a Compliance Manager responsible for the Compliance Unit, who is under the supervision of the Office of Corporate Secretariat and who also supports 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. For the year ended 30 September 2020, the Company Secretary attended all Board and Executive Committee meetings.
The Office of Corporate Secretariat plans a year in advance, a calendar of activities for the Board. For preparation of each meeting, the Office of Corporate Secretariat will deliver the Board papers, financial statements including management reports, agenda items and related materials, background or explanatory information beforehand on a timely basis to Directors, so that Directors have sufficient lead-time to peruse, review and consider the items tabled, and in order for discussions at Board and Board Committee meetings to be even more meaningful and productive. Senior Management is invited to attend the Board Meetings and other Board committee meetings in order to provide input and insight into matters being discussed, and to respond to any queries that the Directors may have. The Board members have separate and independent access to Management to ensure that Board procedures are followed.
In view of the evolving Coronavirus Disease 2019 (COVID-19) pandemic, the Board of Directors also receives updates from and meets with the Company’s management more regularly to closely monitor and receive updates on the situation in order to assess and manage any potential impact to business operations.
Where it is necessary for the efficacious discharge of their duties, the Directors and Board Committee members, either individually or as a group, may seek and obtain independent professional advice at the Company’s expense.
Delegation of Authority on Certain Board Matters
Various Board committees, including the Audit Committee, Nomination Committee, Remuneration Committee, Sustainability and Risk Management Committee, and Executive Committee, have been constituted to assist the Board in the discharge of its specific responsibilities, and effectively discharge its oversight duties and functions. The Board has also established financial authorisation and approval limits for operating and capital expenditure, and the procurement of goods and services, and in order to optimise operational efficiency, has clearly delegated authority to the relevant Board Committees (including the Executive Committee and the Management Committee) to review and approve transactions which fall within the said limits. In addition to matters that specifically require the Board’s approval, the Board is also responsible for the review and approval of annual budgets, financial plans, financial statements, business strategies and material transactions, such as major acquisitions, divestments, funding and investment proposals, and is also responsible for reviewing and approving transactions exceeding certain threshold limits.
To address and manage possible conflicts of interest that may arise in relation to Directors’ interests and the ThaiBev Group, Directors are required to abstain from voting and/or to recuse themselves from discussions and decisions on any matter in which they are so interested or conflicted.
Audit Committee
The Board established the Audit Committee (“AC”) and determined qualifications of the members, authority and responsibility of the committee in the Audit Committee Charter. The AC comprises four Independent Directors, namely, Mr. Prasit Kovilaikool, Prof. Kanung Luchai, Mr. Ng Tat Pun and Ms. Potjanee Thanavaranit. Mr. Prasit Kovilaikool is the Chairman of the AC and Mr. Somsak Sae-Kuay, Vice President of the Office of Internal Audit, is the Secretary to the AC.
The AC is not authorized by the Board to make decisions on the business operations of the Company, its subsidiaries, associates or juristic persons which may have conflicts of interest. Mr. Ng Tat Pun was appointed by the Board to be the lead Independent Director for reviewing interested person transactions undertaken by the ThaiBev Group.
The AC is primarily responsible for:
  • reviewing the significant financial reporting issues and judgements so as to ensure the integrity of the financial statements of the Company and any announcements relating to the Company’s financial performance;
  • reviewing and reporting to the Board at least annually the adequacy and effectiveness of the Company’s internal controls and risk management systems;
  • reviewing the assurance submitted to the Board from the President and CEO and the Chief Financial Officer on the financial records and statements;
  • making recommendations to the Board on the Company’s and its subsidiaries’ external auditors after reviewing the scope and results of the external audit, the independence and objectivity of the external auditors and the remuneration in order to propose to the shareholders on the appointment of external auditors;
  • reviewing the adequacy and effectiveness of the Company’s internal audit function at least annually; and
  • reviewing connected transactions, interested person transactions or transactions which may give rise to conflicts of interest.
The AC meets at least once a quarter or more as circumstances require. Please refer to the Audit Committee Report regarding performance of the duties and responsibilities of the AC for the year ended 30 September 2020.
Nomination Committee
The Board established the Nomination Committee (“NC”). The NC consists of Mr. Prasit Kovilaikool, Khunying Wanna Sirivadhanabhakdi and Dr. Chatri Banchuin. The Chairman of the NC is Mr. Prasit Kovilaikool. Mr. Thidi Suwanarat is the Secretary to the NC. The majority of NC members including the NC Chairman are Independent Directors.
The NC is primarily responsible for the selection of suitable persons to be appointed as director and/or President and CEO, setting the procedures and the guidelines for such selection in order to uphold transparency, performing duties according to applicable laws and/or regulations and the Listing Manual as well as any amendments made thereto and orders given by the relevant authorities or regulators to the extent that is relevant to the scope of authorities, duties and responsibilities of the NC, reviewing nominations for re-appointment of Director, and assisting the Board in the determination and reconsideration of independence of Independent Directors at least annually. For further details, please refer to Principle 2: Board Composition and Guidance of this report.
Remuneration Committee
The Board established the Remuneration Committee (“RC”). The RC consists of three Independent Directors, namely, Mr. Prasit Kovilaikool, Prof. Kanung Luchai and Dr. Chatri Banchuin. The Chairman of the RC is Mr. Prasit Kovilaikool. Mr. Thidi Suwanarat is the Secretary to the RC.
The RC is primarily responsible for:
  • setting the policies and the guidelines in the determination of remuneration of any kind to Directors and key Executives as well as reviewing, revising, amending or revoking such procedures and rules in respect of Directors’ remuneration for approval by the annual general meeting;
  • considering and reviewing the remuneration of the Directors and key Executives and proposing the same to the Board;
  • recommending to the Board a framework and criteria of remuneration for the Directors and key Executives;
  • recommending specific remuneration packages for each Director and key Executive;
  • performing duties according to applicable laws and/or regulations and the Listing Manual as well as any amendments made thereto and orders given by the relevant authorities or regulators to the extent that is relevant to the scope of authorities, duties and responsibilities of the RC; and
  • performing any other act as delegated by the Board.
For further details, please refer to Principle 8: Disclosure of Remuneration of this report.
Sustainability and Risk Management Committee
The Board established the Sustainability and Risk Management Committee (“SRMC”), which comprises Directors, at least one of which shall be an Independent Director, and Senior Executives. Any Senior Executive who is appointed as a Senior Vice President or in higher position will be automatically appointed as an SRMC member to ensure comprehensive responsibility for managing sustainability and risk of ThaiBev Group. The SRMC Chairman is Mr. Prasit Kovilaikool. Mr. Kosit Suksingha, Executive Vice President is the Secretary to the SRMC.
As at 30 September 2020, the SRMC consisted of 17 members, namely,
  • the following Directors: Mr. Prasit Kovilaikool, Mr. Thapana Sirivadhanabhakdi, Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai and Dr. Pisanu Vichiensanth; and
  • the following Senior Executives: Mr. Michael Chye Hin Fah(1), Mr. Prapakon Thongtheppairot,
    Mr. Kosit Suksingha, Mr. Edmond Neo Kim Soon, Dr. Agapol Na Songkhla, Mr. Lester Tan Teck Chuan(2), Ms. Nongnuch Buranasetkul, Mr. Kamolnai Chaixanien(3), Mr. Jean Lebreton,
    Mr. Pramote Hassamontr, Mr. Banjong Chintanasiri and Ms. Nantika Ninvoraskul.
From 1 October 2020, Mr. Pravit Sukhum was appointed as Senior Vice President, Chief Corporate Affairs and Mrs. Tongjai Thanachanan was appointed as Senior Vice President, Chief Sustainable Business Development and both of them have automatically been appointed as the SRMC members.
According to the SRMC Charter approved by the Board, the SRMC is responsible for determining the ThaiBev Group’s sustainability and risk management policy and levels of acceptable risk before proposing them to the Board for consideration and approval, as well as establishing the sustainability and risk management framework, organizational strategy and resources used for sustainability and risk management in line with the aforementioned policies. The SRMC shall ensure that the established sustainability and risk management framework must enable identification, analysis, evaluation, response and monitoring of sustainability management and all material risks of the ThaiBev Group in an effective and efficient manner. In addition, the SRMC shall report its operation, key strategy for sustainability, material risks, including results of sustainability and risk management to the Board after each SRMC meeting which is held quarterly and when the SRMC deems necessary, in order to fulfill the SRMC’s duties and responsibilities.
  1. Mr. Michael Chye Hin Fah ceased to be Executive Vice President on 30 September 2020, and accordingly, stepped down as a member of the SRMC on the same date.
  2. Mr. Lester Tan Teck Chuan ceased to be Senior Vice President on 3 December 2020, and accordingly, stepped down as a member of the SRMC on the same date.
  3. Mr. Kamolnai Chaixanien ceased to be Senior Vice President on 30 September 2020, and accordingly, stepped down as a member of the SRMC on the same date.
Executive Committee
The Board appointed an Executive Committee, which comprises Directors and top Executives. As at 30 September 2020, the Executive Committee had 19 members, namely:
1. Mr. Charoen Sirivadhanabhakdi Executive Chairman
2. Khunying Wanna Sirivadhanabhakdi 1st Executive Vice Chairman
3. Ms. Kanoknart Rangsithienchai 2st Executive Vice Chairman
4. Mr. Thapana Sirivadhanabhakdi President and CEO / Member
5. Mr. Ueychai Tantha-Obhas Member
6. Mr. Sithichai Chaikriangkrai Member
7. Dr. Pisanu Vichiensanth Member
8. Mr. Michael Chye Hin Fah(1) Member
9. Mr. Prapakon Thongtheppairot Member
10. Mr. Kosit Suksingha Member
11. Mr. Edmond Neo Kim Soon Member
12. Dr. Agapol Na Songkhla Member
13. Mr. Lester Tan Teck Chuan(2) Member
14. Ms. Nongnuch Buranasetkul Member
15. Mr. Kamolnai Chaixanien(3) Member
16. Mr. Jean Lebreton Member
17. Mr. Pramote Hassamontr Member
18. Mr. Banjong Chintanasiri Member
19. Ms. Nantika Ninvoraskul Member
Ms. Nantika Ninvoraskul is the Secretary to the Executive Committee.
  1. Mr. Michael Chye Hin Fah ceased to be Executive Vice President on 30 September 2020 and remains as an Executive Committee Member.
  2. Mr. Lester Tan Teck Chuan ceased to be Senior Vice President on 3 December 2020 and remains as an Executive Committee Member.
  3. Mr. Kamolnai Chaixanien ceased to be Senior Vice President on 30 September 2020 and ceased to be an Executive Committee Member on the same date.
From 1 October 2020, Mr. Pravit Sukhum was appointed as Senior Vice President, Chief Corporate Affairs and Mrs. Tongjai Thanachanan was appointed as Senior Vice President, Chief Sustainable Business Development and on 19 October 2020, both of them were appointed as the Executive Committe Members.
To enhance the Company’s business operations, the Board granted the Executive Committee the authority to perform their duties. In this regard, some of the Executive Committee members 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’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;
  • determine and propose business plans, budgets and management roles and responsibilities of the Company and its subsidiary companies to the Board 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 for the efficiency of and to facilitate business conditions;
  • approve payments for investments or operations, borrowing or requesting for any facility from financial institutions, and lending and being a guarantor with respect to the normal business of the Company and its subsidiary companies as stipulated by the Board;
  • approve the annual budget for annual increase or adjustment of salary and annual incentive payment (bonus) for employees of the Company and its subsidiary companies;
  • approve payments as determined by Board;
  • propose the efficient organization and management structure of the Company and its subsidiary companies to the Board;
  • 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 and CEO 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;
  • approve the appointment of the Company’s representatives to the Board 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 level employees ranking from Vice President to Executive Vice President, and appointment of any of the sub-committees that have particular knowledge and expertise to manage and monitor any matter before proposing it 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.
However, the abovementioned approval does not grant power to the Executive Committee or the relevant authorized representative to approve any transaction in which all of the members of the Executive Committee or said authorized representative, or any related person has an 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). Any such matter must be proposed to the meeting of the Board and/or the meeting of shareholders, as the case may be, for approval, as stipulated in the AOA of the Company or its subsidiary companies, or any applicable laws.
In addition to the business conduct of ThaiBev, the Board also appoints certain Executive Committee members to hold directorships in both its domestic and overseas subsidiary companies and/or business units, to monitor and control the business administration at maximum efficiency according to the Company’s policy and for the best interest of the Company.
The Executive Committee normally meets once a month to discuss the Company’s business administration, except in case of urgency wherein the meeting will be held as deemed necessary.
Management Committee
The Board established 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 and support units. The composition of the MC evolves during the year due to the changing appointments and responsibilities of the top Executives during the year.
As at 30 September 2020, the MC consists of 14 members, namely, Mr. Thapana Sirivadhanabhakdi, Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai, Dr. Pisanu Vichiensanth, Mr. Prapakon Thongtheppairot, Mr. Kosit Suksingha, Mr. Edmond Neo Kim Soon,
Dr. Agapol Na Songkhla, Ms. Nongnuch Buranasetkul, Mr. Kamolnai Chaixanien(1), Mr. Jean Lebreton, Mr. Pramote Hassamontr, Mr. Banjong Chintanasiri and Ms. Nantika Ninvoraskul. The Chairman of the MC is Mr. Thapana Sirivadhanabhakdi, the President and CEO and Ms. Nantika Ninvoraskul is the Secretary to the MC. Executives from various business units may also be invited to join the MC meeting as circumstances require.
From 1 October 2020, Mr. Pravit Sukhum was appointed as Senior Vice President, Chief Corporate Affairs and Mrs. Tongjai Thanachanan was appointed as Senior Vice President, Chief Sustainable Business Development and both of them were appointed as the MC Members on the same date,
  1. Mr. Kamolnai Chaixanien ceased to be a Senior Vice President on 30 September 2020, and accordingly, stepped down as a member of the MC on the same date
Investment Committee
The Company is particularly cautious when considering investments for business expansion. In this regard, the Executive Committee established the Investment Committee (“IC”) which consists of Directors and Executives, namely, Mr. Thapana Sirivadhanabhakdi, Mr. Ueychai Tantha-Obhas,
Mr. Sithichai Chaikriangkrai, and Mr. Prapakon Thongtheppairot. Ms. Nantika Ninvoraskul is the Secretary to the IC. The IC is responsible for the consideration of and advises the Executive Committee on the acquisition/disposal of businesses, assets, including any merger of businesses, of the ThaiBev Group.
For driven Group’s strategies effectively, the executive committees have been arranged to support and strengthen the management capacity of each business group by establishing the Group Steering Committee which consists of Executives from the domestic and international business groups.
For the year ended 30 September 2020, the Company held a shareholder meeting, Board meetings, Independent Directors meeting, Executive Committee meetings, and other Board committee meetings. The details of the attendance of each Director and each committee member at these meetings are as shown in the table below:
Name (6)(7) Shareholder Board ID AC NC RC SRMC Executive
Committee
1. Mr. Charoen Sirivadhanabhakdi 1/1 4/4 - - - - - 12/12
2. Khunying Wanna Sirivadhanabhakdi 1/1 4/4 - - 3/3 - - 12/12
3. Mr. Prasit Kovilaikool 1/1 4/4 1/1 5/5 3/3 1/1 4/4 -
4. Prof. Kanung Luchai 1/1 4/4 1/1 5/5 - 1/1 - -
5. Mr. Ng Tat Pun 1/1 4/4 1/1 5/5 - - - -
6. Ms. Potjanee Thanavaranit 1/1 4/4 1/1 5/5 - - - -
7. Mr. Michael Lau Hwai Keong (1) 1/1 1/4 - - - - - -
8. Mr. Timothy Chia Chee Ming(2) - 3/4 1/1 - - - - -
9. Prof. Pornchai Matangkasombut 1/1 4/4 1/1 - - - - -
10. Gen. Dr. Choo-Chat Kambhu
      Na Ayudhya
1/1 4/4 1/1 - - - - -
11. Dr. Chatri Banchuin 1/1 4/4 1/1 - 3/3 1/1 - -
12. Assoc. Prof. Dr. Kritika Kongsompong 1/1 4/4 1/1 - - - - -
13. Mr. Vivat Tejapaibul 1/1 2/4 - - - - - -
14. Mr. Panote Sirivadhanabhakdi 1/1 2/4 - - - - - -
15. Mr. Thapana Sirivadhanabhakdi 1/1 4/4 - - - - 4/4 11/12
16. Mr. Ueychai Tantha-Obhas 1/1 4/4 - - - - 4/4 12/12
17. Mr. Sithichai Chaikriangkrai 1/1 4/4 - - - - 4/4 12/12
18. Dr. Pisanu Vichiensanth 1/1 4/4 - - - - 3/4 12/12
19. Ms. Kanoknart Rangsithienchai - - - - - - - 10/12
20. Mr. Michael Chye Hin Fah(3) 1/1 - - - - - 4/4 12/12
21. Mr. Prapakon Thongtheppairot 1/1 - - - - - 4/4 11/12
22. Mr. Kosit Suksingha 1/1 - - - - - 4/4 12/12
23. Mr. Edmond Neo Kim Soon 1/1 - - - - - 3/4 11/12
24. Dr. Agapol Na Songkhla 1/1 - - - - - 4/4 12/12
25. Mr. Lester Tan Teck Chuan(4) 1/1 - - - - - 3/4 12/12
26. Ms. Nongnuch Buranasetkul 1/1 - - - - - 4/4 12/12
27. Mr. Kamolnai Chaixanien(5) 1/1 - - - - - 4/4 11/12
28. Mr. Jean Lebreton 1/1 - - - - - 4/4 12/12
29. Mr. Pramote Hassamontr 1/1 - - - - - 3/4 11/12
30. Mr. Banjong Chintanasiri 1/1 - - - - - 4/4 12/12
31. Ms. Nantika Ninvoraskul 1/1 - - - - - 4/4 12/12
Remarks:
  1. Mr. Michael Lau Hwai Keong retired by rotation on 31 January 2020 and declared his intention not to continue as Director and Independent Director.
  2. Mr. Timothy Chia Chee Ming was appointed to be an Independent Director on 31 January 2020.
  3. Mr. Michael Chy Hin Fah ceased to be Executive Vice President on 30 September 2020 to dedicate time to his role as CEO of BeerCo Limited, a subsidiary in ThaiBev Group which is incorporated in Singapore.
  4. Mr. Lester Tan Teck Chuan ceased to be Senior Vice President on 3 December 2020 to dedicate time to his role as Senior Executive of BeerCo Limited, a subsidiary in ThaiBev Group which is incorporated in Singapore.
  5. Mr. Kamolnai Chaixanien ceased to be Senior Vice President, Chief Corporate Affairs on 30 September 2020 due to his retirement.
  6. Mr. Pravit Sukhum was appointed as Senior Vice President, Chief Corporate Affairs on 1 October 2020.
  7. Mrs. Tongjai Thanachanan was appointed as Senior Vice President, Chief Sustainable Development on 1 October 2020.
Principle 2: Board Composition and Guidance
Board of Directors
As at 30 September 2020, our Board consisted of 17 Directors, including 3 female Directors (representing approximately 17.65% of the total number of Directors). There are 11 non-executive Directors (representing approximately 64.71% of the total number of Directors), of whom 9 are Independent Directors (representing approximately 52.94% of the total number of Directors) representing more than half of the total number of the Board members, in compliance with Provision 2.2 of the CG Code 2018. All Directors have long-term experience in business or attained honorary positions.
The size and composition of the Board are reviewed from time to time by the NC, which seeks to ensure that the size of the Board is conducive to effective discussion and decision making, and that the Board has an appropriate number of Independent Directors. While the Board does not have in place a formalized Board diversity policy, the Board is of the view that gender representation is an important aspect of diversity and that at present, there is significant and appropriate female representation on the Board. The Board remains committed to building diversity amongst its members, whether in respect of gender, age or otherwise, and will consider all suitable candidates when planning for board renewal. The Board is looking at the possibility of increasing its female representation with the potential appointment of one new female director in the next year. The NC seeks to maintain an appropriate balance of expertise, skills, and attributes among the Directors, including relevant core competencies in areas such as accounting and finance, business and management, industry knowledge, strategic planning, and regional business expertise, as well as taking into account broader diversity considerations, such as gender, age, and nationality, in making appointments. When a Board position becomes vacant or additional Directors are required, the NC will select and recommend candidates on the basis of their skills, experience, knowledge and diversity. Any potential conflicts of interest are also taken into consideration.
Independent Directors
All Directors exercise due diligence and independent judgment and make decisions objectively in the best interests of the Company. The qualifications of the independent Directors and the determination of the NC adhere to the requirements of the CG Code 2018 and the applicable listing rules. An independent director under the CG Code 2018 is one who has no relationships with the Company, its related corporations, its substantial shareholders or its officers, that could interfere, or be reasonably perceived to interfere, with the exercise of the director’s independent business judgment with a view to the best interests of the Company, and such director should be independent both in character and judgment.
In addition, the Board notes Guideline 2.4 of the CG Code 2012 (which continues to operate prior to 1 January 2022) which recommends that the independence of any Director who has served on the Board beyond nine years, from the date of first appointment, be subject to particularly rigorous review.
In this regard, the Board with the concurrence of the NC, is of the opinion that the Independent Directors who consist of Prof. Kanung Luchai, Mr. Ng Tat Pun, Prof. Pornchai Matangkasombut, and Gen. Dr. Choo-Chat Kambhu Na Ayudhya, totalling four persons, should each continue serving as Independent Directors of the Company, notwithstanding that their tenures have exceeded 9 consecutive years. The Board of Directors Meeting No. 1/2562-2563 dated 22 November 2019 has considered and viewed that they had actively expressed their independent opinions with regard to the Company’s business operations and the recommendations to the Management, and continued their abilities to discharge their duties with independent business attitudes with regard to the best interests of the Company, as well as illustrated their qualifications to be beneficial for the Board as a whole.
Principle 3: Chairman and CEO
Our Chairman encourages constructive relations among the Board, Executive Committee and Management. 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). The President and CEO supervises the disclosure of adequate and appropriate information to Management and to the Board for further consideration and actions at the appropriate time.
The Chairman and the President and CEO are each responsible for their roles in overseeing the business operation and administration in accordance with the policy of the Board, the business plan under PASSION 2025 upon the success of VISION 2020 and the structure of the organization of the Company.
Mr. Charoen Sirivadhanabhakdi is the Chairman of our Company and the father of Mr. Thapana Sirivadhanabhakdi who is the President and CEO of the Company. In this regard, the Board appointed Mr. Prasit Kovilaikool as the Lead Independent Director. The Lead Independent Director acts as the principal liaison between the Independent Directors and the Chairman on sensitive issues, and also addresses shareholder concerns which could not have been resolved through the normal channels of the Chairman or the President and CEO, or for which such contact is inappropriate.
For the year ended 30 September 2020, the Lead Independent Director, Mr. Prasit Kovilaikool, requested to hold one meeting for Independent Directors in February 2020. The Independent Directors observed and exchanged contributive suggestions for the further improvement of the Company’s business operation efficiency, and feedback was provided to the Board and/ or Chairman as appropriate.
Principle 4: Board Membership
In order to ensure a transparent process for the appointment and re-appointment of the Directors to the Board, the NC establishes and reviews the profile required of Board members and makes recommendations to the Board on the appointment, re-appointment and retirement of Directors. The NC also reviews all nominations for appointment of the President and CEO, Senior Executive Vice President, Executive Vice President, and Senior Vice President, and submits its recommendations for approval by the Board. The NC takes into account an appropriate mix of core competencies for the Board and Executives to fulfil its respective roles and responsibilities.
Directors must ensure that they are able to give sufficient time and attention to the affairs of ThaiBev and, as part of its review process, the NC decides whether or not a Director is able to do so and whether he/she has been adequately carrying out his/her duties as a Director of ThaiBev. Currently, the Company has not yet determined the maximum number of listed company board representations which a Director may hold. The Company believes that each Director has carefully considered that he/she will be able to devote sufficient time to manage the business of ThaiBev.
A Director must retire from office as per the provisions of the AOA of ThaiBev. The following is a summary of the composition, appointment, removal or retirement from our Board set forth in the AOA of the Company:
  1. The Board shall consist of at least five persons. Not less than one-half of the total number of Directors shall reside within the Kingdom of Thailand. The Directors of the Company shall have the qualifications as prescribed by the law on public limited companies and the law on securities and exchanges.
  2. The Directors shall be elected by majority vote at the shareholders’ meeting in accordance with the criteria and procedures as follows:
    1. Each shareholder shall have one vote for one share.
    2. A shareholder who wishes to exercise the right of election may use all the votes he/she has under (1) to elect one or several persons as Director or Directors; however, he or she may not split unequally between any persons in any number.
    3. The persons who receive the most votes shall be elected as Directors, in the number of Directors required or to be elected on the relevant occasion. In the event that votes of two or more nominees are equal in number, causing the number of Directors required or to be elected on such relevant occasion to be exceeded, the chairman of the meeting shall have a casting vote.
  3. At every annual ordinary shareholders’ meeting, one-third of the Directors, or, if the number of Directors is not a multiple of three, then the number nearest to one-third shall retire from office. The Directors to retire during the first and second years following the registration of the Company shall be drawn by lots. In subsequent years, the Directors who have remained in office for the longest time shall retire. A retiring Director may be eligible for re-electli>
  4. Any Director wishing to resign from office shall submit his/her resignation letter to the Company. Such resignation shall become effective on the date of receipt of the said letter of the Company
  5. The shareholders’ meeting may pass a resolution to remove any Director from office prior to rotation, by a vote of not less than three-fourths of the number of the shareholders attending the meeting and having the right to vote, whose shares represent a total of not less than one half of the number of shares held by the shareholders attending the meeting and having the right to vote
In performing their roles, our NC adheres to the laws applicable to our Company and the Listing Manual. The NC has also adopted a charter which was approved by the Board.
For key information regarding each of the Directors, please refer to the Profile of Directors & Key Management in our 2020 Annual Report.
In addition, for the Directors who are proposed for re-election, further information relating to the Director (as set out in Appendix 7.4.1) can be found in Agenda 5 of the Invitation to the 2021 AGM.
Principle 5: Board Performance
In conducting the business of the Company, the Board performs its duties in good faith and due care according to the laws, shareholders’ resolutions and to preserve the interests of the Company. Our Board has conducted a self-assessment of its performance and responsibilities.
Annually, the NC undertakes a process to assess the effectiveness of the Board and the Board committees. They include Directors’ attendance, participation and contribution during the meetings. Due consideration is also given to the factors set out in the Provisions to Principle 5 of the CG Code 2018.
To encourage and support the conduct of the self-assessment of the Board and the Board committees, the NC has prepared a self-assessment form for the Board and the Board committees which includes the effectiveness of the Board structure and qualifications, the Board meetings, the duties and responsibilities of the Board, the relationship between the Board and Management team, and the Directors’ self-development and training, including comments or recommendations. The NC is responsible for reviewing the self-assessment of the Board and the sub-committees and to report an overview of the assessment to the Board accordingly.
B. Remuneration Matters
Principle 6: Procedures for Developing Remuneration Policies
The main responsibility of the RC is to assist the Board in establishing a formal and transparent process for developing policies on executive remuneration and development. The RC will also review the terms of compensation and employment for Executive Directors and key management personnel (such as the President and CEO, and top Executives) (“Key Management”) at the time of their respective employment or renewal (where applicable) including considering the Company’s obligations in the event of termination of services.
The RC is authorized by the Board to determine the remuneration of Directors and/or Executives in consultation with the Chairman, who is authorized by the Board to allocate the remuneration as deemed appropriate, and to propose the level of Directors’ remuneration for the approval of the shareholders’ meetings. The RC has considered and reviewed the appropriate and reasonable amount of remuneration to be paid to each Director and the top Executives and proposed the recommendation of the said remuneration to the entire Board for endorsement. All aspects of remuneration are considered by the RC, including Director’s fees, salaries, allowances, bonuses, long term incentive awards and benefits-in-kind. The RC, as part of its recommendation of specific remuneration packages for each Director and Key Management, also reviews the Company’s obligations arising in the event of termination in such remuneration packages to ensure that the termination clauses are fair and reasonable. The RC also considered and acknowledged the report from Long Term Incentive Plan Committee.
If a member of the RC has an interest in a matter under deliberation, he will abstain from participating in the review and approval process for that matter.
The RC may from time to time, and where necessary or required, consider engaging external consultants to assist in framing the remuneration policy and determining the level and mix of remuneration for Directors and Management.
Principle 7: Level and Mix of Remuneration
The determination of the level and band of remuneration of the Directors, Executive Directors, and Key Management of the Company was based on corporate performance, duties, responsibilities and individual performance, having regard to due compliance with applicable laws and the recommendations of the CG Code 2018.
In this regard, the Company has entered into a long-term employment agreement with Dr. Pisanu Vichiensanth, who is presently the Director and Executive Vice Chairman of Beer Thai (1991) Public Company Limited and the Director and Vice Chairman of Cosmos Brewery (Thailand) Co., Ltd., and a Senior Master Brewer.
Long Term Incentive Plan
The Company’s Long Term Incentive Plan (“LTIP”) was approved by the 2016 Annual General Meeting of Shareholders dated 28 April 2016 (“2016 AGM”). The LTIP, which is aligned with the interest of shareholders to help enhance the ThaiBev Group’s competitiveness in retaining and attracting talented Group Employees (as defined in the LTIP), will be instrumental and useful for the purpose of rewarding past performance and incentivizing future performance, both at the corporate and individual levels. In this regard, the issuance and offering of the new ordinary shares under the LTIP will be proceeded with under the relevant regulations of the Notification of the Securities and Exchange Commission under Thai laws and relevant regulations of the SGX.
The Board established the Long Term Incentive Plan Committee (“LTIP Committee”). The LTIP Committee consists of 3 Directors, namely, Mr. Prasit Kovilaikool, Mr. Timothy Chia Chee Ming, and Mr. Thapana Sirivadhanabhakdi. Dr. Agapol Na Songkhla is the Secretary to the LTIP Committee.
In this regard, the LTIP Committee has the roles and responsibilities according to the LTIP approved by the 2016 AGM. The LTIP Committee has the discretion to consider and determine the matters related to the LTIP, such as the eligibility of participants, conditions or criteria for making awards, administration, cancellation of the LTIP within a maximum period of 5 years from the date of project commencement, and any alterations to the LTIP at any time.
On 31 January 2017, 27 February 2018 and 31 January 2020, in compliance with Rule 704(29) of the Listing Manual, the Company made announcements via SGX-NET regarding the grant of contingent awards of shares under the LTIP which included grants to 3 Directors, i.e. Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai, and Dr. Pisanu Vichiensanth.
As the LTIP is nearing its five-year expiry date, the Company is seeking to adopt a new Long Term Incentive Plan 2021 (“LTIP 2021”) to replace the LTIP, subject to shareholders’ approval at the annual general meeting to be held on 29 January 2021. The rules of the LTIP 2021 are similar to the rules of the LTIP and the Company expects that the LTIP 2021 will similarly help to enhance the Group’s competitiveness in retaining and attracting talent.
Non-executive Directors are not eligible to participate in the LTIP and will not be eligible to participate in the LTIP 2021. The remuneration of non-executive Directors instead takes into account their respective responsibilities, including attendance and time spent at Board meetings and Board committee meetings. Non-executive Directors are paid a basic fee for attending Board meetings, and additional attendance fees for serving on a Board meeting. Directors’ fees are benchmarked against the amounts paid by other major listed companies.
Principle 8: Disclosure of Remuneration
8.1 Remuneration of Directors
Details of remuneration of the Directors (including those who are in an executive capacity) of the Company for the year ended 30 September 2020 (assuming a foreign exchange rate of SGD 1 =
Baht 23) and together with a percentage breakdown into the following categories (1) Directors’ fees; (2) salaries; (3) bonuses as well as funds paid based on the operating results of the Company; (4) other benefits; and (5) compensation in the form of shares and long-term benefits, are set out in the tables below.
In respect of the Directors who are in an executive capacity, the Company, having duly considered the highly competitive human resource environment of the industry and the confidential nature of staff remuneration matters, is of the view that full disclosure of their remuneration may be prejudicial to the interests of the Company and may hamper the Company’s efforts to retain and nurture its talent pool. In the alternative, the Company has disclosed their remuneration in bands of SGD 250,000 or equivalent (as described below).
Remuneration bands:
“A” refers to remuneration below SGD 250,000 or equivalent
“B” refers to remuneration between SGD 250,000 and SGD 499,999 or equivalent
“C” refers to remuneration between SGD 500,000 and SGD 749,999 or equivalent
“D” refers to remuneration between SGD 750,000 and SGD 999,999 or equivalent
“E” refers to remuneration between SGD 1,000,000 and SGD 1,249,999 or equivalent
“F” refers to remuneration between SGD 1,250,000 and SGD 1,499,999 or equivalen
“G” refers to remuneration between SGD 1,500,000 and SGD 1,749,999 or equivalent
“L” refers to remuneration between SGD 2,750,000 and SGD 3,000,000 or equivalent
  Type of Remuneration
Name of Directors (executive capacity) Remuneration on band Directors’ fees (%) Salaries (%) Bonuses as well as funds paid based on the operating results of the Company (%) Other benefits(%) Compensation in a form of shares and long-term benefits (%)(6)
1. Mr. Charoen Sirivadhanabhakdi E - 80 20 - -
2. Khunying Wanna Sirivadhanabhakdi B - 80 20 - -
3. Mr. Thapana Sirivadhanabhakdi L - 35 65 - -
4. Mr. Ueychai Tantha-Obhas F - 56 41 - 3
5. Mr. Sithichai Chaikriangkrai E - 54 43 - 3
6. Dr. Pisanu Vichiensanth E - 55 42 - 3
  Type of Remuneration
Name of Directors (non-executive capacity) Total Remuneration on band Directors’ fees (%) Salaries (%) Bonuses as well as funds paid based on the operating results of the Company (%) Other benefits(%) Compensation in a form of shares and long-term benefits (%)(6)
7. Mr. Prasit Kovilaikool 286,000 55 - 45 - -
8. Prof. Kanung Luchai 143,000 55 - 45 - -
9. Mr. Ng Tat Pun 114,000 55 - 45 - -
10. Ms. Potjanee Thanavaranit 114,000 55 - 45 - -
11. Mr. Michael Lau Hwai Keong(1) 42,000 29 - 71 - -
12. Mr. Timothy Chia Chee Ming(2) 24,000 100 - - - -
13. Prof. Pornchai Matangkasombut 66,000 55 - 45 - -
14. Gen. Dr. Choo-Chat Kambhu
      Na Ayudhya
66,000 55 - 45 - -
15. Dr. Chatri Banchuin 124,000 55 - 45 - -
16. Assoc. Prof. Dr. Kritika Kongsompong 66,000 55 - 45 - -
17. Mr. Vivat Tejapaibul 66,000 55 - 45 - -
18. Mr. Panote Sirivadhanabhakdi 66,000 55 - 45 - -
Remarks:
  1. Mr. Michael Lau Hwai Keong retired by rotation on 31 January 2020 and declared his intention not to continue as Director and Independent Director.
  2. Mr. Timothy Chia Chee Ming was appointed to be an Independent Director on 31 January 2020.
  3. Participants under the LTIP may have received contingent awards under the LTIP, which may have not completely vested or been fully released. These percentages are computed based on the actual number of shares that have vested and were released to the named participant in the financial year ended 30 September 2020, and are based on the average price of the shares in the month of which the shares were issued to the participant.
8.2 Remuneration of Key Management
Details of remuneration of the top 12 Key Management (excluding persons who are Directors or the President and CEO) of the Company for the year ended 30 September 2020 (assuming a foreign exchange rate of SGD 1 = Baht 23) and together with a percentage breakdown into the following categories: (1) salaries, (2) bonuses as well as funds paid based on the operating results of the Company, (3) other benefits, and (4) compensation in the form of shares and long-term benefits, are set out in the table below. Total remuneration has been disclosed in bands of SGD 250,000 or equivalent (as described above).
  Types of Remuneration
Names of Top Executives (4)(5) Remuneration on band Salaries % Bonuses as well as funds paid based on the operating results of the Company % Other benefits % Compensation in a form of shares and long-term benefits % (6)
1. Mr. Michael Chye Hin Fah(1) F 56 43 - 1
2. Mr. Prapakon Thongtheppairot E 67 29 - 4
3. Mr. Kosit Suksingha C 65 28 - 7
4. Mr. Edmond Neo Kim Soon D 59 31 - 10
5. Dr. Agapol Na Songkhla D 68 27 - 5
6. Mr. Lester Tan Teck Chuan(2) D 62 28 - 10
7. Ms. Nongnuch Buranasetkul C 65 30 - 5
8. Mr. Kamolnai Chaixanien(3) C 69 29 - 2
9. Mr. Jean Lebreton C 46 51 - 3
10. Mr. Pramote Hassamontr B 67 28 - 5
11. Mr. Banjong Chintanasiri B 66 28 - 6
12. Ms. Nantika Ninvoraskul B 64 30 - 6
Remarks:
  1. Mr. Michael Chy Hin Fah ceased to be Executive Vice President on 30 September 2020 to dedicate time to his role as CEO of BeerCo Limited, a subsidiary in ThaiBev Group which is incorporated in Singapore.
  2. Mr. Lester Tan Teck Chuan ceased to be Senior Vice President on 3 December 2020 to dedicate time to his role as Senior Executive of BeerCo Limited, a subsidiary in ThaiBev Group which is incorporated in Singapore.
  3. Mr. Kamolnai Chaixanien ceased to be Senior Vice President, Chief Corporate Affairs on 30 September 2020 due to his retirement.
  4. Mr. Pravit Sukhum was appointed as Senior Vice President, Chief Corporate Affairs on 1 October 2020.
  5. Mrs. Tongjai Thanachanan was appointed as Senior Vice President, Chief Sustainable Development on 1 October 2020.
  6. Participants under the LTIP may have received contingent awards under the LTIP, which may have not completely vested or been fully released. These percentages are computed based on the actual number of shares that have vested and were released to the named participant in the financial year ended 30 September 2020, and are based on the average price of the shares in the month of which the shares were issued to the participant.
The aggregate amount of the total remuneration paid to the top 12 Key Management (excluding persons who are Directors or the President and CEO) for the year ended 30 September 2020 is
SGD 8,797,000.
Other than Mr. Thapana Sirivadhanabhakdi and Mr. Panote Sirivadhanabhakdi, who are the sons of our Directors, Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi, who are Directors themselves, no employees of ThaiBev and/or its subsidiaries are immediate family members of a Director or the President and CEO and whose remuneration exceeds SGD 100,000 for the year ended 30 September 2020.
The remuneration of Mr. Charoen Sirivadhanabhakdi, Khunying Wanna Sirivadhanabhakdi,
Mr. Thapana Sirivadhanabhakdi, and Mr. Panote Sirivadhanabhakdi has been disclosed above.
C. Accountability and Audit
Principle 9: Risk Management and Internal Controls
Risk Management
The Board accepts overall responsibility for risk governance. The SRMC, consisting of Directors and the top Executives of each product group or business unit, was appointed by the Board to assist the Board in discharging its responsibility in this regard to ensure that the ThaiBev Group has implemented an effective corporate sustainability and risk management framework. The SRMC focuses on the concept of sustainable business development to determine the nature and extent of the significant risks, including but not limited to strategic, financial, operational, reputational, climate change, information technology and compliance risks that may prevent the Company from achieving its objectives.
In connection with its responsibilities, the SRMC determines the Company’s sustainability and risk management policy, levels of acceptable risk and proposes them to the Board for approval, as well as its sustainability and risk management framework. The SRMC’s further roles are to oversee the Management who is responsible for managing sustainability and risks in accordance with the approved policy and framework, through designing, implementing and monitoring sustainability and risk management processes.
The SRMC meets every quarter, or as often as the SRMC members deem necessary, in order to fulfill the SRMC’s duties and responsibilities. For the year ended 30 September 2020, the SRMC meetings were held four times. After each quarterly meeting, the SRMC is required to report the progress and status of sustainability and significant risk management issues to the Board. This enables the Board to provide advice necessary to strengthen the efficiency and effectiveness of sustainability and risk management. In addition, the SRMC prepares the risk management annual report concerning the ThaiBev Group’s risk factors, sustainability and risk management strategy and activities for disclosure in the Company’s Annual Report and Sustainability Report.
The Company’s sustainability and risk management processes canbe Summarized as follow:
  • Stipulate the Company’s policy and framework for sustainability and risk management and communicate them to the Company’s Executives and employees by emphasizing on the importance of sustainability and risk management and the practical implementation to ensure the achievement of the Company objectives.
  • Identify sustainability strategies and objectives, material risks to corporate sustainability, and set risk assessment criteria and risk appetite to manage high level risks.
  • Conduct a risk assessment according to risk assessment criteria.
  • Identify risk responses to the risks that exceed the Company’s levels of acceptable risk, including approaches for sustainability.
  • Monitor and review the management of sustainability and risks particularly major corporate risks to ensure the effective and efficient sustainable development and proper management of material risks.
Please refer to the Sustainability and Risk Management information in our 2020 Annual Report and Sustainability Report, in which the SRMC reported the management of sustainability and significant risks of the ThaiBev Group including preventive measures and solutions.
Internal Controls
The Board recognizes its responsibility to ensure a sound system of risk management and internal controls to safeguard the shareholders’ investments and the Company’s assets. In this regard, the Board established the Executive Committee, each member of which oversees different product groups and business units to ensure the adequacy and effectiveness of financial, operational, compliance and information technology controls, including systematic risk management through determining governance structure, strategy and risk owners, controlling and monitoring the results of risk management and reporting to the SRMC.
In support of compliance with applicable laws and regulations, the Board also assigned the Office of Corporate Secretariat to oversee compliance with private and public limited laws (including securities laws) which are applicable to the Company.
In addition to controls over compliance with relevant laws and regulations, the Board sets the tone on acceptable business ethics and policies related to the ThaiBev Group’s business operations to be used as practical guidelines for all our Directors, Executives and employees, including the Company’s other stakeholders, and to strengthen sustainability of the Company. With a view to the handling of information in order to prevent mishandling of information either for personal benefit or other persons’ benefit, the Board instituted a policy and code of conduct for the Directors, Executives and employees of the Company to be responsible for preventing any access by unauthorized persons to, and/or disclosure of non-public information that may affect the market price or value of the Company’s shares and other financial instruments issued by the Company, before it is received by the SGX, or before the information is made public through SGXNET. In addition, directors, executives, and any person(s) in possession of the insider information (such as upcoming merger or acquisition or special dividends), have to be careful not trade ThaiBev’s shares or any securities in ThaiBev Group and shall not use such information nor disclose such information to any other person(s) in order to seek benefit by whether for their own benefit or for the benefit of other persons. This applies at all times both during and after the Closed Window Period in order to comply with SGX-ST’s Listing Manual and Business Ethics of Thai Beverage Group.
Furthermore, the Board has a policy for the Company, Directors and Executives on dealing in the Company’s securities. The Company, Directors and Executives of the Company are prohibited from dealing in the Company’s securities from the date commencing two weeks before the announcement of the Company business updates for the first and the third quarter of the fiscal year, and one month before the announcement of the Company’s half year and full year financial statements, and from trading at any time on short-term considerations. Under applicable laws, the Directors must also notify the Company of the particulars of his/her shareholding interest in the Company at the time of his/her appointment and, for so long as he/she remains as a Director, of any interest in, and all changes to, his/her shareholding in the Company within 2 business days of any such change. The Company Secretary immediately announces such notice through SGXNET and within 7 days provides a copy of the notice received to all other Directors.
The AC, with the assistance of the internal and external auditors, reviews and reports to the Board at least annually on the adequacy and effectiveness of the Company’s internal controls, including financial, operational, compliance and information technology controls, all of which have been established and maintained by the Management in order to ensure the Company’s operational achievement in furtherance of its goals and objectives, ensure compliance with applicable laws and regulations and safeguard its significant assets from misconduct or loss. The AC also oversees the accuracy and reliability of financial information and reporting. In assessing the adequacy and effectiveness of the Company’s internal controls, the AC has considered the results of audits by the internal and external auditors in conjunction with the evaluation results based on the “Assessment Form of Adequacy of Internal Control System” which was designed in accordance with the COSO (The Committee of Sponsoring Organizations of the Treadway Commission) Internal Control Framework which was recommended by the Securities and Exchange Commission of Thailand (SEC) for the Stock Exchange of Thailand’s listed companies to use as a guideline to perform self-evaluation or review on the adequacy of their own internal controls. Based on the aforesaid considerations, the AC is of the opinion that for the year ended 30 September 2020, the Company had in place adequate and effective internal controls including financial, operational, compliance and information technology controls.
Additionally, the Board, with the concurrence of the SRMC and the AC, annually reviews the adequacy and effectiveness of the Company’s risk management and overall internal control systems. Based on the internal controls and the risk management processes established and constantly maintained by the Company, independent audits performed by the internal and external auditors, the assurance from the President and CEO and the Chief Financial Officer that the financial records and statements have been properly prepared and give a true and fair view of the operations and finances of ThaiBev Group in accordance with the applicable laws and regulations, and the assurance from the President and CEO and other key management personnel who are responsible regarding the adequacy and effectiveness of the Company’s risk management and internal control systems that ThaiBev Group has in place adequate and effective risk management and internal control systems, the Board, with the concurrence of the AC, is of the opinion that for the year ended 30 September 2020, ThaiBev Group had in place adequate and effective internal controls (including financial, operational, compliance and information technology controls) and risk management systems which are considered relevant and material to the current ThaiBev Group’s business operations.
The system of internal controls and risk management which was in place throughout the said fiscal period provides reasonable, but not absolute, assurance that the Company or ThaiBev Group will not be adversely affected by any event that could be reasonably foreseen as it strives to achieve its business objectives. In this regard, the Board also notes that no system of internal controls and risk management can provide absolute assurance against the occurrence of material errors, poor judgment on decision making, human error, losses, fraud or other irregularities.
Principle 10: Audit Committee
The AC, appointed by the Board, comprises four Independent Directors: three Thais and one Singaporean. For the names of the AC Chairman and members, please refer to Principle 1: The Board’s Conduct of Affairs. Based on the qualifications of the AC Chairman and members, the Board is of the view that the AC Chairman and members are all appropriately qualified to discharge their responsibilities that are clearly set forth in the Audit Committee Charter, for instance, reviewing the financial statements preparation process and information disclosures of the Company and its subsidiaries to ensure accuracy and reliability, overseeing the adequacy and effectiveness of the internal controls and the internal audits of the Company and its subsidiaries, reviewing the Company’s and its subsidiaries’ compliance with business related laws, reviewing interested persons transactions to prevent any occurrence of conflicts of interest, and considering and selecting external auditors of the Company and its subsidiaries. The AC is duly authorized to investigate any matter within its Charter, has full access to and co-operation from Executives and full discretion to invite any Director or Executive to attend its meetings, and has adequate resources to enable it to discharge its functions properly.
External Audit
In carrying out the duty on the selection of external auditors of the Company and its subsidiaries, the AC considers their competency, professional proficiency, recognized past performance and independence in providing audit services without having any relationship or interest with the Company or its subsidiaries, including non-audit services that will affect the auditor’s independence. In addition, the AC takes into consideration whether the external auditors (both the auditing firm and the audit engagement partner proposed to be assigned to the audit) have the necessary resources and experience, other audit engagements of the auditing firm, the size and complexity of the Company and its subsidiaries being audited, and the number and experience of supervisory and professional staff assigned to the particular audit, in determining whether the external auditors are suitable for continued appointment, before proposing its opinions on the appointment of the external auditors of the Company and its subsidiaries and their remuneration to the Board in order to propose to the shareholders’ meeting for approval.
At the 2020 AGM, the Shareholders appointed Ms. Sureerat Thongarunsang (Certified Public Accountant No. 4409), or Ms. Kanokorn Phooriphanyawanit (Certified Public Accountant No. 10512), or Ms. Wilai Buranakittisopon (Certified Public Accountant No. 3920) of KPMG Phoomchai Audit Ltd. (“KPMG Thailand”) to be in charge of the audit of the Company’s financial statements for the year ended 30 September 2020. This appointment is in compliance with Rules 712 and 713(1) of the Listing Manual.
ThaiBev, its subsidiaries and significant associated companies have appointed KPMG Thailand and other KPMG member firms in various countries to provide audit services (save as disclosed below). The Company’s significant subsidiaries, International Beverage Holdings Limited and InterBev Investment Limited, have appointed KPMG in the People’s Republic of China to be their auditor, and Saigon Beer-Alcohol-Beverage Corporation, has appointed KPMG in the Socialist Republic of Vietnam to be its auditor, respectively. The Company’s significant associated companies, Fraser and Neave, Limited and Frasers Property Limited, both of which are listed on the SGX, have appointed KPMG Singapore (KPMG LLP) to be their auditor. Although, for the year ended 30 September 2020, 17 overseas subsidiaries, namely, International Beverage Holdings Limited, USA Inc., Best Spirits Company Limited, InterBev Malaysia Sdn Bhd., InterBev (Cambodia) Co., Ltd., Wellwater Limited, BevCo Limited, International Beverage Trading (Hong Kong) Limited, InterBev Trading (China) Limited, Yunnan Yulinquan Liquor Co., Ltd., InterBev Trading (Hong Kong) Limited, Asiaeuro International Beverage (Hong Kong) Limited, Asiaeuro International Beverage (Guangdong) Co., Ltd, ASM International Limited, International Breweries Limited, Chang HK Limited, Oishi Myanmar Limited, and Oishi Group Limited Liability Company appointed non-KPMG member firms as their auditors, the AC and the Board have considered and been satisfied that these different auditors are themselves suitable auditing firms for the respective subsidiaries and such appointments would not compromise the standard and effectiveness of the audit of the Company, in compliance with Rule 715 and 716 of the Listing Manual.
According to the financial statements for the year ended 30 September 2020, the ThaiBev Group consisting of ThaiBev and all subsidiaries paid fees for audit services provided by KPMG Thailand and other auditors in the amount of approximately Baht 121.4 million and Baht 12.6 million, respectively. In addition, fees for non-audit services which were paid to KPMG Thailand and other auditors amounted to approximately Baht 4.3 million, and Baht 6.9 million, respectively. With regard to the non-audit services, the AC has also reviewed the scope of the said non-audit services provided and confirmed that the provision of these non-audit services would not, in the AC’s opinion, affect the independence of KPMG Thailand and the said other auditors.
In performing the duties on the review of financial information reporting, the internal control and internal audit systems, in compliance with business related laws and connected transactions or transactions that may give rise to conflicts of interest, the AC will meet on a quarterly basis or when deemed necessary by the AC, with the external auditors, the personnel of the Office of Internal Audit and Executives according to the relevant topics. KPMG Thailand, the Company’s external auditor, has briefed the AC at the AC meetings on the scope and results of the audit, the significant accounting and review/audit matters, and the changes to accounting and auditing standards and issues which have a direct impact on the Company’s financial statements. For the year ended 30 September 2020, apart from ordinary meetings, the AC held a private meeting with the internal and external auditors, without the presence of the Management.
The ThaiBev Group has in place a Whistleblowing Policy (“Policy”) that provides a channel for all ThaiBev’s Directors, Executives and employees to report any well-founded suspicious wrongdoings or dangers at work. This includes criminal activities and other unlawful conduct, failure to comply with regulatory requirements, financial irregularities and actions that are dangerous to the health and safety of people or the environment. The person who raises genuine concerns in good faith can rest assured that the Company will take the raised concerns seriously and investigate as deemed appropriate, including protecting the whistle-blower from detriment, retribution or harassment in doing so. Details of this Policy have been disseminated and are made publicly available to all employees on the Company’s website. The AC has considered the said Policy and ensures that independent investigations of the raised matters and any appropriate follow-up actions are carried out.
Internal Audit
The Company established the Office of Internal Audit (“ThaiBev IA”) as an independent unit to assist the Board through the AC by assessing and improving effectiveness of risk management, internal controls and governance processes. In this regard, the AC shall approve the appointment, demotion, transfer and dismissal of the Vice President of ThaiBev IA being the head of the ThaiBev IA, as well as evaluate his/her performance. The compensation of the Vice President of ThaiBev IA is determined based on his/her competency and experience and in line with the Company’s compensation policies with endorsement by the AC and approval by the President and CEO and the Chairman of the Board, respectively. In addition, the Vice President of ThaiBev IA shall be appointed by the AC as the Secretary to the AC. ThaiBev IA reports directly to the AC and administratively to the President and CEO. With this organizational structure and reporting relationships, it enables ThaiBev IA to objectively and independently discharge the duties and responsibilities specified in its Internal Audit Charter approved by the AC. ThaiBev IA is authorized to have unrestricted access to all the Company’s documents, records, properties and personnel pertinent to carrying out its duties, including access to the AC. ThaiBev IA is a corporate member of the Institute of Internal Auditors of Thailand (IIAT), guided by the Standards for the Professional Practice of Internal Auditing set by the Institute of Internal Auditors, and has incorporated these Standards into its audit practices. ThaiBev IA adopts a risk-based audit methodology to develop its audit plans to ensure that audit activities are aligned with key risks of ThaiBev Group. Based on risk assessments performed, greater focus and appropriate review intervals are set for high risk activities and material internal controls, including compliance with the Company’s policies, procedures and regulatory responsibilities.
During the year ended 30 September 2020, ThaiBev IA conducted its audits as detailed in the internal audit plan submitted to and approved by the AC. Findings and internal auditors’ recommendations on areas of improvement were reported for Executives’ implementation. Each quarter, ThaiBev IA submitted to the AC a report on the status of the audit plan and on audit findings and actions taken by the Executives. Key findings were highlighted at the AC meetings for discussion and follow-up action. The AC monitors the timely and proper implementation of required corrective, preventive or improvement measures undertaken by the Management.
To ensure that the internal audits are effectively performed, ThaiBev IA recruits and employs suitably qualified staff with the requisite skills and experience. Such staff are given relevant training and development opportunities to update their technical knowledge and auditing skills. In addition, ThaiBev IA personnel are supported and encouraged to develop their professional proficiency with internal auditor certifications such as the Certified Internal Auditor (CIA), the Certified Professional Internal Audit of Thailand (CPIAT) or other related professional certifications. The AC annually evaluates the performance of ThaiBev IA and based on the foregoing, is of the view that ThaiBev’s internal audit function is independent, effective and adequately resourced.
D. Shareholders Rights and Responsibilities
Principle 11: Shareholder Rights and Conduct of General Meeting
The Company acknowledges and gives importance to the rights of the shareholders, who are the owners of the Company. The Company ensures equal and fair treatment towards every shareholder through its accurate, transparent and timely disclosure of information via SGXNET. The Company pays great attention to the sufficiency of information disclosure so that the shareholders are able to make a well-informed decision at the shareholders’ meeting, including casting their votes and expressing their opinions on significant changes and the election of Directors, based on information which is accurate, complete, transparent, and equally shared.
The dividend policy is disclosed in the Investor Information section of our 2020 Annual Report.
Conduct of Shareholder Meetings
Shareholders’ meetings are held in accordance with the agenda mentioned in the relevant invitation to the shareholders’ meeting. The Company sends a complete invitation to shareholders’ meeting, including attachments, with sufficient information relevant to the meeting, to the shareholders. Moreover, the Company posts all information which is relevant to the meeting on SGXNET so that the shareholders will have sufficient time to carefully study this information. In addition, at least fourteen days prior to the date of the meeting, notice of a shareholders’ meeting will be given by advertisement in a daily press in Singapore (for one day), and by the advertisement in the daily press in Thailand (for at least three consecutive days) in order to provide shareholders sufficient time to prepare for attending the shareholders’ meeting as required by the related laws and regulations and the Listing Manual.
The Chairman of the Board, the Chairman of the AC, RC, and NC, and Directors who are part of the Management team are usually present and are available to address shareholders’ queries at these meetings. Our external auditor from KPMG Thailand is also present to address shareholders’ queries about the conduct of audit and the preparation and content of the auditor’s report. Before the commencement of each meeting, the Chairman will give instructions on the voting and the counting methods as clearly prescribed. During the meeting, the Chairman allows the shareholders, equally, to make inquiries and express their opinions as well as to make recommendations.
In the 2020 AGM, the Company invited the representatives from the Office of Internal Audit, the Office of Legal Affairs, and the Compliance Unit to be the vote-counting committee members and invited one representative of shareholders to witness the vote-counting and one representative from KPMG Thailand to be the independent scrutineer, in compliance with Rule 730A(3) and (4) of the Listing Manual.
The Chairman of the Meeting also answers questions and provides complete information as requested by the shareholders. After the meeting and before the commencement of the pre-opening session on the market day following the general meeting, the Company will immediately announce the resolutions of the shareholders’ meeting on SGXNET. The Minutes of the shareholders’ meeting must be accurately and completely recorded in a timely manner as required by law. Minutes of the shareholders’ meeting are also available to shareholders for their inspection upon their request.
The Company encourages the shareholders to use ballots for voting on each agenda item. The ballots shall be kept in the meeting room for vote counting prior to the announcement of the voting results of the shareholders. For the purpose of transparency, the Company makes an announcement of the detailed results showing the number of votes cast for, against, and abstain from voting on each resolution and the respective percentages as well as keeps all ballots (bearing signatures of the shareholders or their proxy) for future reference.
Under the Listing Manual regarding the requirement of holding of general meetings in Singapore, Rule 730A (1) and Practice Note 7.5 require (unless exempted by the SGX) an issuer with a primary listing on the SGX to hold its general meetings in Singapore unless there are legal constraints preventing it from doing so, and such issuer should provide alternative modes of engagement such as webcast and information meetings so that public shareholders have access to the board and senior management.
In this connection, as announced on 20 February 2014, ThaiBev consulted with SGX on this matter, and the SGX advised that Rule 730A(1) of the Listing Manual is not applicable to ThaiBev. Consequently, ThaiBev will continue to hold its general meeting in Thailand but not Singapore. For the purpose of paragraph 2.4 of Practice Note 7.5 of the Listing Manual, SGX advised that it has no objection to ThaiBev not providing video conferencing and webcast facility to enable Singapore-based shareholders to follow the proceedings during its shareholder meetings.
We would like to provide the key reasons to hold general meetings in Thailand as follows:
  • Pursuant to Thai law, in respect of persons whose accounts with The Central Depository (Pte) Limited (“CDP”) have been credited with ThaiBev shares, CDP is the only holder on record of such shares and therefore the only recognised shareholder of ThaiBev to attend and to vote at ThaiBev’s general meetings. Depositors in Singapore whose shares are held through CDP (“Depositors”) are not permitted by Thai law to attend and to vote in person at ThaiBev’s general meetings, even if such shareholder meetings are held in Singapore.
  • ThaiBev has also been advised by our legal advisor that the Public Limited Companies Act (the “PLCA”) and the AOA of the Company do not address the issue of whether non-shareholders are permitted to watch a shareholders’ meeting from a place outside the meeting room. In addition, the power of the chairman of a general meeting of a Thai company to grant non-shareholders permission to watch a shareholders’ meeting from a place outside the meeting room is also limited by the PLCA and the AOA of the Company.
Notwithstanding the legal restrictions described above, in 2020, in view of the safe distancing measures imposed by the Singapore Government and for the safety of attendees, the Company held a virtual annual information meeting on 19 June 2020 in order to provide Depositors in Singapore an opportunity to hear from key Directors and Management. The Company’s responses to substantial and relevant questions received from shareholders in relation to the annual information meeting were also disclosed on SGXNET on the same day. The Investor Relations Unit of the Company plans to hold an annual information meeting (whether in Singapore or virtually, depending on the evolving COVID-19 situation and prevailing travel and safety restrictions) soon after its annual general meeting is held in Thailand. Attendees will be given the opportunity to share their views and to ask our Directors and top Executives relevant questions relating to the Company and its business, operations and performance.
It should also be noted that to be in line with our current practice, Depositors (and Depository Agents) with shares standing to the credit of their securities accounts with CDP, may direct CDP to exercise the voting rights in respect of the number of shares credited to their CDP securities accounts by completing the Voting Instruction Form(s). The Voting Instruction Form(s) will be dispatched to them by CDP and they may return completed forms to CDP on the specific date. The said Voting Instruction Form(s) will set out the resolutions to be considered at the shareholders meeting, same as that appearing in the invitation to the shareholders meeting. In consequence, shareholders who are the said Depositors can practically fully exercise their rights to vote on such resolutions through the CDP.
Principle 12: Communication with Shareholders
The Company’s Policy towards investor relations, while not formalized, incorporates various practices to actively engage and promote regular, effective and fair communication with Shareholders through various avenues. Communication with shareholders is done not only through announcements via SGXNET but also through our Investor Relations Unit who works closely with our Key Management to ensure active communication with shareholders through announcements made via SGXNET in a timely manner. The unit arranges conference calls following the disclosure of periodic financial results, so that investors may query Management about financial, marketing or strategic issues. The Investor Relations Unit also regularly meets with investors to communicate the policies and strategies of the Company so that investors have a good understanding of the Company operations, and is also involved in organising the Company’s annual information meeting. The Investor Relations Unit also provides timely detailed information via the corporate website.
The unit also reports to Management in relation to investors’ comments and concerns. Contact information for the Investor Relations Unit is set out in the section on Investor Information of this annual report and is also available in the investor relations section of our corporate website http://www.thaibev.com/ir.html.
Principle 13: Engagement with Stakeholders
The Company realizes the importance of engaging with stakeholders and make arrangements to manage relationships and engagement with stakeholders in the Company’s sustainability report. Stakeholder management helps the organization to respond effectively to the needs of stakeholders and reduces the risk that will cause damage to the image and operational interruption. The Company also welcomes opinions and suggestions of stakeholders to adjust and improve the Company for sustainable development and growth. For more information on the Company’s stakeholder engagement, please refer to the Company’s 2020 Sustainability Report.
To develop better relationships, the Company maintains a corporate website to communicate with stakeholders on a regular basis in order to create understanding and participation between the Company and stakeholders, both inside and outside the organization. This includes listening to opinions of stakeholders to integrate them into the Company’s business decision-making and planning processes.
As of Date 22 March 2021
 
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