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ThaiBev is committed to the principles of good corporate governance and conducting business through an effective, transparent and accountable management system. This involves not only operating under the laws and regulations, but also demonstrating a commitment to leading by example in terms of professional excellence, transparency, and good governance. We believe that such an approach creates trust among our shareholders, investors, employees, customers, and all other stakeholders. We published a Corporate Governance Report in our 2018 Annual Report, providing an overview of ThaiBev’s company structure and disclosing our governace-related processes and information, including

A Record of Board Members’ Attendance at the Board Meetings
for the year ended 30 September 2018

Name(1)(2)(3) Position(s) Number of Attendances /
Total Number of Meetings
1. Mr. Charoen Sirivadhanabhakdi Chairman / Executive Chairman 5/5
2. Khunying Wanna Sirivadhanabhakdi Vice Chairman / 1st Executive Vice Chairman 3/5
3.  Mr. Narong Srisa-an(1) Vice Chairman / 2nd Executive Vice Chairman -
4.  Mr. Puchchong Chandhanakij(2) Director / 3rd Executive Vice Chairman 5/5
5.  Ms. Kanoknart Rangsithienchai(3) Director / 2nd Executive Vice Chairman 5/5
6.  Mr. Prasit Kovilaikool Independent Director and
Audit Committee Chairman
5/5
7.  Prof. Kanung Luchai Independent Director and
Audit Committee Member
4/5
8.  Mr. Manu Leopairote(4) Independent Director 5/5
9.  Mr. Ng Tat Pun Independent Director and
Audit Committee Member
5/5
10. Mr. Michael Lau Hwai Keong Independent Director 5/5
11. Prof.Pornchai Matangkasombut Independent Director 4/5
12. Gen. Dr.Choo-Chat Kambhu Na Ayudhya Independent Director 4/5
13. Ms.Potjanee Thanavaranit (5) Independent Director 3/5
14. Dr.Chatri Banchuin(6) Independent Director 3/5
15. Assoc.Prof.Dr.Kritika Kongsompong(7) Independent Director 3/5
16. Mr. Vivat Tejapaibul Director 5/5
17. Mr. Panote Sirivadhanabhakdi Director 4/5
18. Mr. Thapana Sirivadhanabhakdi President and CEO 4/5
19. Mr. Ueychai Tantha-Obhas Director and Senior Executive Vice President 5/5
20. Mr. Sithichai Chaikriangkrai Director and Senior Executive Vice President 5/5
21. Dr. Pisanu Vichiensanth Director and Senior Executive Vice President 5/5
Average % = 82.86%
Minimum % = 80.00%
Remarks:
(1) Mr. Narong Srisa-an retired by rotation and stated the intention not to offer himself up for re-election as Director, and ceased to be Vice Chairman and 2nd Executive Vice Chairman on 31 January 2018.
(2) Mr. Puchchong Chandhanakij retired by rotation and stated the intention not to offer himself up for re-election as Director and resigned from the 2nd Executive Vice Chairman of the Executive Committee on 31 January 2019.
(3) Ms. Kanoknart Rangsithienchai retired by rotation and stated the intention not to offer herself up for re-election as Director on 31 January 2019. In this regard, she is still remaining in the position of 2nd Executive Vice Chairman of the Executive Committee.
(4) Mr. Manu Leopairote retired by rotation and stated the intention not to offer himself up for re-election as Director, resulting in the cessation of the Audit Committee, the Nomination Committee, and the Remuneration Committee Members on 31 January 2019.
(5) Ms. Potjanee Thanavaranit was appointed as an Independent Director by the 2018 Annual General Meeting of Shareholders on 31 January 2018. She has been appointed as a member of the Audit Committee on 1 February 2019 in replace of Mr. Manu Leopairote and is considered by the Board to be independent for the purposes of Rule 704(8) of the SGX Listing Manual.
(6) Dr. Chatri Banchuin was appointed as an Independent Director by the 2018 Annual General Meeting of Shareholders on 31 January 2018.
(7) Assoc. Prof. Dr. Kritika Kongsompong was appointed as an Independent Director by the 2018 Annual General Meeting of Shareholders on 31 January 2018.


Board Members’ Other Mandates (such as external directorships at other publicly listed companies)
as of 31 January 2019

Name(1)(2)(3) Position(s) Other Mandates (such as external directorships at publicly listed companies) (4 or less)
(excl. private limited companies, education institutes, and non-profit organization)
1. Mr. Charoen Sirivadhanabhakdi Chairman / Executive Chairman
1) Berli Jucker PCL (Listed in SET)
2) Fraser and Neave, Limited (Listed in SGX)
3) Frasers Property Limited (Listed in SGX) (formerly, Frasers Centrepoint Limited)
2. Khunying Wanna Sirivadhanabhakdi Vice Chairman / 1st Executive Vice Chairman
1) Berli Jucker PCL (Listed in SET)
2) Fraser and Neave, Limited (Listed in SGX)
3) Frasers Property Limited (Listed in SGX) (formerly, Frasers Centrepoint Limited)
3. Mr.Prasit Kovilaikool Independent Director and Audit Committee Chairman
1) Oishi Group PCL (Listed in SET)
2) Berli Jucker PCL (Listed in SET)
3) Siam Food Products PCL (Listed in SET)
4) Berli Jucker PCL (Listed in SET)
4. Prof.Kanung Luchai Independent Director and Audit Committee Member -
5. Mr.Ng Tat Pun Independent Director and Audit Committee Member
1) Sing Investment & Finance Limited (Listed in SGX)
6. Ms.Potjanee Thanavaranit(4) Independent Director and
Audit Committee Member
1) Berli Jucker PCL (Listed in SET)
2) Oishi Group PCL (Listed in SET)
3) Thai Reinsurance Public Company Limited (Listed in SET)
4) Bank of Ayudhya Public Company Limited (Listed in SET)
5) Univentures PCL (Listed in SET)
6) Bangkok Insurance PCL (Listed SET)
7. Mr.Michael Lau Hwai Keong 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 Tejapaibul Director -
13. Mr. Panote Sirivadhanabhakdi Director
1) TICON Industrial Connection PCL (Listed in SET)
2) Golden Land Property Development PCL (Listed in SET)
3) Univentures PCL (Listed in SET)
4) Frasers Property Limited (Listed in SGX)
5) Frasers Hospitality Asset Management Pte Ltd, Manager of Frasers Hospitality Real Estate Investment Trust (Listed in SGX)
6) Frasers Hospitality Trust Management Pte Ltd, Manager of Frasers Hospitality Business Trust (Listed in SGX)
7) Frasers Logistics & Industrial Asset Management Pte Ltd, Manager of Frasers Logistics & Industrial Trust (Listed in SGX)
14. Mr. Thapana Sirivadhanabhakdi President and CEO
1) Univentures PCL (Listed in SET)
2) Oishi Group PCL (Listed in SET)
3) Golden Land Property Development PCL (Listed in SET)
4) Sermsuk PCL (Listed in SET)
5) Amarin Printing and Publishing PCL (Listed in SET)
6) Fraser and Neave, Limited (Listed in SGX)
15. Mr. Ueychai Tantha-Obhas Senior Executive Vice President
1) Oishi Group PCL (Listed in SET)
2) Sermsuk PCL (Listed in SET)
16. Mr. Sithichai Chaikriangkrai Senior Executive Vice President
1) Berli Jucker PCL (Listed in SET)
2) Oishi Group PCL (Listed in SET)
3) Siam Food Products PCL (Listed in SET)
4) Univentures PCL (Listed in SET)
5) Sermsuk PCL (Listed in SET)
6) Golden Land Property Development PCL (Listed in SGX)
7) Fraser and Neave, Limited (Listed in SGX)
8) Frasers Property Limited (Listed in SGX) (formerly, Frasers Centrepoint Limited)
17. Dr. Pisanu Vichiensanth Senior Executive Vice President
1) Oishi Group PCL(Listed in SET)
Remarks:
(1) Mr. Puchchong Chandhanakij retired by rotation and stated the intention not to offer himself up for re-election as Director and resigned from the 2nd Executive Vice Chairman of the Executive Committee on 31 January 2019.
(2) Ms. Kanoknart Rangsithienchai retired by rotation and stated the intention not to offer herself up for re-election as Director on 31 January 2019. In this regard, she is still remaining in the position of 2nd Executive Vice Chairman of the Executive Committee.
(3) Mr. Manu Leopairote retired by rotation and stated the intention not to offer himself up for re-election as Director, resulting in the cessation of the Audit Committee, the Nomination Committee, and the Remuneration Committee Members on 31 January 2019.
(4) Ms. Potjanee Thanavaranit has been appointed as a member of the Audit Committee on 1 February 2019 in replace of Mr. Manu Leopairote and is considered by the Board to be independent for the purposes of Rule 704(8) of the SGX Listing Manual.


Average Tenure of Board Members
as of of 31 January 2019

Name of directors(1)(2)(3) Position(s) Date of appointment Date of resignation
1. Mr. Charoen Sirivadhanabhakdi Chairman / Executive Chairman 26-Oct-2003 -
2. Khunying Wanna Sirivadhanabhakdi Vice Chairman / 1st Executive Vice Chairman 26-Oct-2003 -
3. Mr. Prasit Kovilaikool Independent Director and Audit Committee Chairman 27-Apr-2012 -
4. Prof. Kanung Luchai Independent Director and Audit Committee Member 29-May-2004 -
5. Mr. Ng Tat Pun Independent Director and Audit Committee Member 27-Mar-2006 -
6. Ms. Potjanee Thanavaranit (4) Independent Director and Audit Committee Member 31-Jan-2018 -
7. Mr. Michael Lau Hwai Keong Independent Director 27-Mar-2006 -
8. Prof. Pornchai Matangkasombut Independent Director 27-Mar-2006 -
9. Gen. Dr. Choo-Chat Kambhu Na Ayudhya Independent Director 27-Mar-2006 -
10. Dr. Chatri Banchuin Independent Director 31-Jan-2018 -
11. Assoc. Prof. Dr. Kritika Kongsompong Independent Director 31-Jan-2018 -
12. Mr. Vivat Tejapaibul Director 26-Oct-2003 -
13. Mr. Panote Sirivadhanabhakdi Director 27-Feb-2007 -
14. Mr. Thapana Sirivadhanabhakdi President and CEO 26-Oct-2003 -
15. Mr. Ueychai Tantha-Obhas Director and Senior Executive Vice President 08-Jul-2005 -
16. Mr. Sithichai Chaikriangkrai Director and Senior Executive Vice President 26-Oct-2003 -
17. Dr. Pisanu Vichiensanth Director and Senior Executive Vice President 26-Oct-2003 -
Average tenure of board members (in years) = 11
Remarks:
(1) Mr. Puchchong Chandhanakij retired by rotation and stated the intention not to offer himself up for re-election as Director and resigned from the 2nd Executive Vice Chairman of the Executive Committee on 31 January 2019.
(2) Ms. Kanoknart Rangsithienchai retired by rotation and stated the intention not to offer herself up for re-election as Director on 31 January 2019. In this regard, she is still remaining in the position of 2nd Executive Vice Chairman of the Executive Committee.
(3) Mr. Manu Leopairote retired by rotation and stated the intention not to offer himself up for re-election as Director, resulting in the cessation of the Audit Committee, the Nomination Committee, and the Remuneration Committee Members on 31 January 2019.
(4) Ms. Potjanee Thanavaranit has been appointed as a member of the Audit Committee on 1 February 2019 in replace of Mr. Manu Leopairote and is considered by the Board to be independent for the purposes of Rule 704(8) of the SGX Listing Manual.


Executive Compensation

KPIs of CEO and senior executives cover wide range of corporate success in multiple dimensions. ThaiBev CEO and senior executives are evaluated by achievements of the strategic plan, Vision 2020. Measurements including Volume Growth, Net Sales Values, Net Income, Return On Invested Capital, Total Shareholder Return, and market presence are also used to evaluate the performance of the CEO. Additionally, since 2016, sustainability measurements have also been included for senior executives.

Performance Period for Variable CEO Compensation

Product group CEO variable compensation includes Long Term Incentive Program (LTIP), which is approved by the Board. The performance period for the LTIP combines the first performance year and additional one performance year.

For ThaiBev, the first performance year determines the cash variable compensation as well as initial share grant amount for product group CEOs and senior executives. Clawback provision refers to approval from the designated Board committees regarding both corporate and individual performances for the additional one-year performance period, which will be evaluated against pre-defined targets. Those who are considered low performer will lose the initial share grant. The next one-year corporate performance has a direct impact to final award amount to be vested. If the performance conditions of the next one-year are not satisfied, the final award amount would be deducted in accordance with pre-defined achievement factors. If the corporate performance exceeds predefined target, the final amount to be vested will be adjusted upward according to the approved guideline.

Management Ownership Requirements

Based on the LTIP program and LTIP committee guideline, the value of share granting per year is designed to reflect an appropriate proportion of long term incentive to the total annual compensation. With a vesting period of 3 years, the intention of the program is such that executives accumulate share holding up to at least the annual grant amount.

Board Performance

Thai Beverage Public Company Limited (ThaiBev) undertakes to carry out the board performance assessment annually by an independent third party - GOVERNANCE MATTERS THAILAND.

The board performance assessment outcome resulted in an overall value of 86 which places Thai Beverage Public Company Limited governance performance rating according to our model in the top tier band of very good to exemplary governance.

Breaches

Code of Conduct Breaches
ThaiBev requires that all employees must comply with its rules and regulations and the laws of countries that ThaiBev operates in. Any breach of applicable regulations in terms of ethics, organizational standards of excellence, or violations of human rights on the business premises must be stopped immediately and appropriate measures taken. In 2018, some minor cases were reported. Breaches were categorized by the monetary value of the action. Major cases involve a monetary value of 300,000 baht or more; minor cases involve less than 300,000 baht.

In 2018, ThaiBev have 42 confirmed minor cases where employee have breaches the code of conduct. The cases were classified as followed:

Classification of Breach Cases

Disciplinary

23

Thievery

9

Bribery and Fraud

10

Total

42



The cases were reported through various channels including whistleblowing channels, reported through lines of duty, and flagged from internal procedures. Cases have been investigated and appropriate disciplinary actions and measures have been taken accordingly.

To prevent breaches of the regulations, ThaiBev has set the following policies to reduce corruption:

  • ThaiBev provides orientation to new employees and executives.
  • Online training courses are provided.
  • ThaiBev communicates business ethics to employees and executives and makes efforts to ensure they understand.
  • ThaiBev strives to communicate the Code of Business Conduct to employees and executives and make sure they understand they are required to follow the code.
  • If fraud is discovered, decisive action will be taken. This may involve legal action.
  • Internal audits for corruption will be conducted periodically.


  • Bribery and corruption

    Bribery and corruption are considered a very serious risk for the company. With this in mind, ThaiBev Group’s anti-corruption policy sets into motion practices to protect against corruption, and serves as a guideline for promoting business sustainability and stability in the future. The group-wide anti-corruption and bribery policy is publicly available, covering bribes in any form on any portion of contract payments or soft dollar practices, and direct or indirect political contributions.