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 the overseeing the business operation and administration in accordance with the policy of the Board and 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 President and CEO, or for which such contact is inappropriate.

In the year 2014, the Lead Independent Director, Mr. Prasit Kovilaikool, requested to hold the total of 2 meetings for Independent Directors to meet in March and August 2014. The Independent Directors have observed and exchanged contributive suggestions for the further improvement of the Company’s business operation efficiency.

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 President and CEO, 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 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 provision of the AOA of ThaiBev. The following is a summary of the composition, appointment, removal or retirement from our Board of Directors set forth in the AOA of the Company:

1. The Board of Directors of the Company 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 laws on public limited companies and securities and exchange.

2. The directors shall be elected by majority votes 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 on 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-election.

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-fourth 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 also adopted a charter and proposed it to the Board for approval.

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 will do the self-assessment of its performances and responsibilities.

Each year, the NC undertakes a process to access the effectiveness of the Board. They include Directors’ attendance, participation and contribution during Board meetings. Due consideration is also given to the factors set out in the Guidelines to Principle 5 of the CG Code 2012.

Principle 6: Access to Information

We are committed to providing our Board members with adequate, complete, continuous and timely information before the Board meetings and 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, 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, having a Compliance Manager responsible for this Unit under supervision of the Office of Corporate Secretariat and 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. In 2014, 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 the 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 relating to be brought are also dispatched 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 requested to attend the Board of Directors Meetings and other sub-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.

Where it is necessary for the efficacious discharge of their duties, the Directors and Board Committees, either individually or as a group, may seek and obtain independent professional advice at the Company’s expense.

Principle 8: Level and Mix of Remuneration

The determination of level and band of remuneration of the Directors, Executive Directors, and top executives of the Company were based on both corporate performance, duties, responsibilities and individual performance, having regard to due compliance with applicable laws and the recommendations of the CG Code 2012.

In this regard, the Company entered into a long-term employment agreement with Dr. Pisanu Vichiensanth, who is the director and the Managing Director of Beer Thai (1991) Public Company Limited and Managing Director of Cosmos Brewery (Thailand) Co., Ltd., and a Senior Master Brewer.

With the exception of the aforementioned, there are currently no long-term incentive schemes for Directors, Executive Directors, and key management personnel, or employee share schemes.

Principle 9: Disclosure of Remuneration

9.1 Remuneration of Directors
Details of remuneration of the directors (including those who are in an executive capacity) of the Company in the accounting year ended December 31, 2014 (assuming a foreign exchange rate of SGD 1 = Baht 25), together with a percentage breakdown into the following categories (1) director fee; (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 1,500,000 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 (%)

1. Mr. Charoen Sirivadhanabhakdi	D	***	77	23	-	-
2. Khunying Wanna     Sirivadhanabhakdi	B	***	77	23	-	-
3. Mr. Narong Srisa-an	F	***	47	53	-	-
4. Mr. Komen Tantiwiwatthanaphan	B	***	77	23	-	-
5. Mr. Puchchong Chandhanakij	B	***	72	28	-	-
6. Ms. Kanoknart Rangsithienchai	C	***	46	54	-	-
7. Mr. Thapana Sirivadhanabhakdi	F	***	53	47	-	-
8. Mr. Ueychai Tantha-Obhas	E	***	52	48	-	-
9. Mr. Sithichai Chaikriangkrai	D	***	50	50	-	-
10. Dr. Pisanu Vichiensanth (1)	D	***	53	47	-	-
Remark: (1) Dr. Pisanu Vichiensanth, Director and Senior Vice President, was promoted to Director and Executive Vice President, Technology and Engineering, since November 17, 2014. *** In this regard, pursuant to the resolutions of the Board of Directors’ Meeting No. 2/2004 held on May 21, 2004, Directors and/or Executive Committee Directors of ThaiBev and/or its subsidiaries who receive a monthly salary from the Company and/or any subsidiaries will not receive any directors’ fees.

 

	Type of Remuneration

Name of Directors (non-executive capacity)	Total Remuneration (SGD)	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 (%)

11. Mr. Prasit Kovilaikool	264,000	54	-	46	-	-
12. Prof. Kanung Luchai	132,000	54	-	46	-	-
13. Mr. Manu Leopairote	158,400	54	-	46	-	-
14. Mr. Ng Tat Pun	105,600	54	-	46	-	-
15. Mr. Michael Lau Hwai        Keong	61,600	54	-	46	-	-
16. Prof. Pornchai      Matangkasombut	61,600	54	-	46	-	-
17. Dr. Sakthip Krairiksh	61,600	54	-	46	-	-
18. Gen. Dr. Choo-Chat      Kambhu Na Ayudhya	61,600	54	-	46	-	-
19. Mr. Vivat Tejapaibul	61,600	54	-	46	-	-
20. Mr. Panote      Sirivadhanabhakdi	61,600	54	-	46	-	-

9.2 Remuneration of Top Executives
Details of remuneration of the top six executives (excluding persons who are directors or the CEO) of the Company in the accounting year ended December 31, 2014 (assuming a foreign exchange rate of SGD 1 = Baht 25), 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).
 

	Type of Remuneration

Name of Top Executives (1)	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 (%)

1. Mr. Prapakon Thongtheppairot	A	72	28	-	-
2. Mr. Marut Buranasetkul	B	61	39	-	-
3. Mr. Jean Lebreton	C	59	41	-	-
4. Mr. Kosit Suksingha	A	81	19	-	-
5. Mr. Vichate Tantiwanich	B	70	30	-	-
6. Ms. Vaewmanee Soponpinij	B	68	32	-	-
Remarks (1) Dr. Agapol Na Songkhla was appointed as Senior Vice President, Human Resources, which became effective on January 5, 2015.

The aggregate amount of the total remuneration paid to the top 6 executives (excluding persons who are directors or the CEO) for the accounting year ended December 31, 2014 is SGD 2,075,000.

During the financial year ended December 31, 2014, the Company did not compensate any termination, retirement and post-employment benefits to the directors, the CEO, and the top executives (who are not the directors and the top executives or the CEO). Save for Mr. Thapana Sirivadhanabhakdi and Mr. Panote Sirivadhanabhakdi, who are the sons of our directors, Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi, and directors themselves, there are no other employees who are immediate family members of a director or the CEO and whose remuneration exceeds SGD 50,000 during the year. The remuneration of Mr. Charoen Sirivadhanabhakdi, Khunying Wanna Sirivadhanabhakdi, Mr. Thapana Sirivadhanabhakdi, and Mr. Panote Sirivadhanabhakdi has been disclosed in our 2014 Annual Report.

C. Accountability and Audit

Principle 10: Accountability

The Board is responsible for providing a balanced and understandable assessment of the performance, position and prospects of the ThaiBev Group of Companies, including through 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, and the annual results are released within 60 days of the end of each financial year, in each case primarily via SGXNET in line with the Listing Manual. Material price sensitive information is also disseminated to shareholders via SGXNET in compliance with the Listing Manual, and also through press releases, the Company’s website, and information briefings. In addition to such disclosures, our top executives also participate in quarter results briefings and telephone conferences from time to time, with a view to providing a timely update and clarification to our investors.

Principle 11: Risk Management and Internal Controls

Risk Management
The Board of Directors accepts overall responsibility for the governance of risk. The RMC consisting of the directors and the top executives of each business unit, was appointed by the Board to assist the Board in discharging its responsibility in this regard to ensure that the ThaiBev Group of Companies has implemented an effective risk management framework. The RMC focuses on the identification and management of all material business risks, including but not limited to strategic, financial, operational, reputational, environmental, information technology, and compliance risks that may prevent the business from achieving its objectives.

In connection with its responsibility, the RMC determined the Company’s risk management policy, levels of acceptable risk and proposed them to the Board for approval, as well as determined the risk management framework. The RMC’s further roles are to oversee Management who is responsible for managing risks in accordance with the approved policy and framework, designing, implementing and monitoring the risk management measures.

The RMC meets every quarter, or as often as the RMC members deem necessary, in order to fulfill the RMC’s duties and responsibilities. In 2014, the RMC meetings were held four times. After each meeting, the RMC is required to quarterly report the progress and status of significant risk management to the Board. This enables the Board to provide advice necessary to strengthen the efficiency and effectiveness of risk management.

The Company’s risk management processes can be summarizedas follows:

 

• Stipulate the Company policy and framework on risk management and communicate them to the Company executives and employees by emphasizing on the importance of risk management and the practical implementation of such policy to ensure the achievement of the Company objectives.

• Identify material corporate risks, set risk assessment criteria and risk appetite to manage high level risks.

• Conduct risk assessment according to risk assessment criteria.

• Set risk treatment procedures for risks that exceed the Company risk assessment criteria and levels of acceptable risk.

• Monitor and review major risks and risk treatment procedures to ensure that risks are appropriately managed.

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 an Executive Committee, each member of which oversees different departments and business units to ensure the adequacy and effectiveness of financial, operational, compliance and information technology controls, including systematic risk management through determining structure, strategy and risk owner, controlling and monitoring the results of risk management and reporting to the RMC.

In support of compliance with applicable laws and regulations, the Board also assigned the Office of Corporate Secretariat to oversee compliance with the private and public limited laws (including securities laws) which are applicable to the Company.

In addition to the relevant laws and regulations, the Board sets the tone on acceptable Business Ethics and has instructed that all directors, executives and employees comply with the same. As part of the Business Ethics, the Board instituted a policy for proper handling of information in order to prevent mishandling of information either for personal benefit or the benefit of other persons. It is the responsibility of the directors, executives and employees of the Company to prevent 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 has been received by the SGX, or before the information has been made public through SGXNET.

In addition, the Board of Directors has a policy for the Company, directors and executives on dealing in the Company securities. The Company, directors and executives of the Company are prohibited from dealing in the Company securities from the date commencing two weeks before the announcement of the Company financial statements for each of the first three quarters of the Company’s financial year and one month before the announcement of the Company’s full year financial statements, and from trading at any time on short-term considerations. Under the AOA of the Company and applicable law, the directors must also notify the Company and the SGX 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 the 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 towards its goals and objectives, ensure compliance with the 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 result 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 in 2014, the Company had in place adequate and effective internal controls including financial, operational, compliance and information technology controls.

Additionally, the Board, with the assistance of the RMC and the AC, annually reviews the adequacy and effectiveness of the Company’s risk management and overall internal controls systems. Based on the internal controls and the risk management processes established and maintained by the Company, the independent audits performed by the internal and external auditors, and the assurance from the President and CEO and the Chief Financial Officer that the financial records have been properly maintained and the consolidated financial statements of the ThaiBev Group of Companies for the financial year ended December 31, 2014 (“FY2014”) give a true and fair view of the operations and finances of the Company and the ThaiBev Group of Companies, and that the ThaiBev Group of Companies has in place adequate and effective internal controls and risk management systems which considers relevant and material to the current ThaiBev Group of Companies’ business and operations, the Board, with the concurrence of the AC, is of the opinion that throughout FY2014 the ThaiBev Group of Companies had in place adequate and effective internal controls addressing financial, operational, compliance and information technology risks and controls and risk management systems which considers relevant and material to the current ThaiBev Group of Companies’ business operations.

The system of internal controls and risk management which was in place throughout FY2014 provides reasonable, but not absolute, assurance that the Company or the ThaiBev Group of Companies 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 12: Audit Committee
The Board appointed the AC, which in 2014 consisted of four independent directors: three Thais and one Singaporean. The AC responsibilities 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 and its subsidiaries compliance with business related laws, reviewing interested persons transactions to prevent any occurrence of conflicts of interest, and considering and selecting the auditors of the Company and its subsidiaries.

In carrying out the duty on the selection of the external auditors of the Company and its subsidiaries, the AC considers their competency, professional proficiency, recognized past performance and independence in providing audit services before proposing its opinions on the appointment of the external auditors of the Company and its subsidiaries and their remuneration to the Board of Directors in order to propose to the Shareholders’ Meeting for approval. At the 2014 Annual General Meeting of Shareholders held on April 25, 2014, the Shareholders appointed Mr. Nirand Lilamethwat (Certified Public Accountant No. 2316) or Ms. Orawan Sirirattanawong (Certified Public Accountant No. 3757) of KPMG Phoomchai Audit Ltd. to be in charge of the audit of the Company’s financial statements for the year ended December 31, 2014. This appointment is also in compliance with Rules 712 and 713(1) of the Listing Manual.

ThaiBev and its subsidiaries have appointed KPMG Phoomchai Audit Ltd. (“KPMG Thailand”) and companies in the group of KPMG Thailand in various countries to provide audit services. The Company’s significant subsidiaries, International Beverage Holdings Limited and InterBev Investment Limited, have appointed KPMG China to be their auditor. Although, in 2014, four overseas subsidiaries, namely, International Beverage Holdings Limited, USA Inc.; Best Spirits Co., Ltd.; InterBev Malaysia Sdn Bhd.; and InterBev (Cambodia) Co., Ltd. appointed different auditors from the Company, the AC and Board of Directors have considered and been satisfied that such appointment would not compromise the standard and effectiveness of the audit of the Company, in compliance with Rule 716 of the Listing Manual. The Company’s significant associates, Fraser and Neave, Limited and Frasers Centrepoint Limited, listed on the SGX, have appointed Ernst & Young LLP to be their auditor.

According to the financial statements for the year ended December 31, 2014, ThaiBev Group of Companies consisting of ThaiBev and all subsidiaries paid the audit fees to KPMG Thailand and other auditors at the amount of approximately Baht 57.25 million and Baht 11.70 million, respectively. In addition, there was a payment for the non-audit fee to the KPMG Thailand and other auditors at the amount of approximately Baht 0.20 million, and Baht 0.45 million, respectively.

In performing the duties on the review of financial information reporting, the internal control and internal audit systems, compliance with business related laws and connected transactions or transactions may give rise to conflicts of interest, the AC will meet on a quarterly basis or when deemed necessary by the AC, with the auditors, the personnel of the Office of Internal Audit and Management according to the relevant topics. In 2014, apart from the ordinary meetings, the AC held 2 meetings with the internal and the external auditors, without the presence of Management.

The Company’s external auditors KPMG Thailand regularly briefs AC members at AC meetings on relevant changes to accounting standards and issues which have a direct impact on the Company’s financial statements.

Though the Company has not yet instituted a formal whistleblowing policy, there are certain channels which enable employees to lodge complaints to the Management.

Principle 13: Internal Audit

The Company established the Office of Internal Audit as an independent unit to assist the Board of Directors through the AC by assessing and improving effectiveness of risk management, internal controls and governance processes. In this regard, the AC appointed the Vice President of the Office of Internal Audit as the Secretary to the AC. The Office of Internal Audit reports directly to the AC and administratively to the President and CEO. With this organizational structure and reporting relationships, it enables the Office of Internal Audit to objectively and independently discharge the duties and responsibilities specified in its Internal Audit Charter approved by the AC. The Office of Internal Audit adopts a risk-based audit methodology to develop its audit plans to ensure that audit activities are aligned with key risks of ThaiBev Group of Companies. 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, the Office of Internal Audit Office 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 management’s implementation. Each quarter, the Office of Internal Audit Office submitted to the AC a report on the status of the audit plan and on audit findings and actions taken by Management. Key findings are 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 Management. The AC is satisfied that the Office of Internal Audit has adequate resources and appropriate standing within the Company to perform its function effectively.
 

D. Shareholders Rights and Responsibilities

Principle 14: Shareholder Rights

The Company acknowledges and gives importance to the rights of the shareholders, who are the owners of the Company. The Company has ensured 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.

Principle 15: Communication with Shareholders

Communication with shareholders is done not only through announcements via SGXNET but also through our Investor Relations Unit (currently is under supervision of the Office of Corporate Communication) who works closely with our top executives to ensure active communicate with shareholders through announcements made via SGXNET in a timely manner. 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. In the interim, 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 operation. 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 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 16: 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’ notice of a shareholders’ meeting will be given by advertisement in a daily press in Singapore (for one day), as well as at least three days’ notice of shareholders’ meeting will be given by the advertisement in the daily press in Thailand (for at least three consecutive days) in order to allow shareholders to have 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 Audit, Remuneration, and Nomination Committees, and Directors who are par of the management team are usually present and are available to address shareholders' queries at these meetings.

Our external auditors from KPMG Thailand are 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.

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 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.

For listing rules of the Listing Manual of SGX regarding the requirement of holding of general meetings in Singapore, namely, Rule 730A and Practice Note 7.5. 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 February 20, 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, SGX advised that it has no objection to ThaiBev not providing video conference 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 (the “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 order to provide a forum for interaction with Depositors in Singapore, the Investor Relations Unit of the Company plans to hold an annual information meeting in Singapore soon after its annual general meeting is held in Thailand, to enable as even a level of access to information as possible at the time of such meeting. 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 complete 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 appeared in the invitation to the shareholders meeting.

Top   As of date 31 december 2014