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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 2017 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 2017

Name(3)(4)(5) Position(s) Number of Attendances /
Total Number of Meetings
1.Mr. Charoen Sirivadhanabhakdi Chairman / Executive Chairman 3/5
2.Khunying Wanna Sirivadhanabhakdi Vice Chairman / 1st Executive Vice Chairman 4/5
3. Mr. Narong Srisa-an(1) Vice Chairman / 2nd Executive Vice Chairman 4/5
4. Mr. Puchchong Chandhanakij Director / 3rd Executive Vice Chairman 5/5
5. Ms. Kanoknart Rangsithienchai Director / 4th 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
5/5
8. Mr. Manu Leopairote Independent Director and
Audit Committee Member
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.Dr. Sakthip Krairiksh(2) Independent Director 1/5
12. Prof. Pornchai Matangkasombut Independent Director 5/5
13. Gen. Dr. Choo-Chat Kambhu Na Ayudhya Independent Director 4/5
14. Mr. Vivat Tejapaibul Director 5/5
15. Mr. Panote Sirivadhanabhakdi Director 3/5
16. Mr. Thapana Sirivadhanabhakdi President and CEO 4/5
17. Mr. Ueychai Tantha-Obhas Director and Senior Executive Vice President 5/5
18. Mr. Sithichai Chaikriangkrai Director and Senior Executive Vice President 5/5
19. Dr. Pisanu Vichiensanth Director and Senior Executive Vice President 5/5
Average % = 87.37%
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)Dr. Sakthip Krairiksh ceased to be an Independent Director on 26 January 2017.
(3)Ms. Potjanee Thanavaranit was appointed as an Independent Director by the 2018 Annual General Meeting of Shareholders on 31 January 2018.
(4) Dr. Chatri Banchuin was appointed as an Independent Director by the 2018 Annual General Meeting of Shareholders on 31 January 2018.
(5) 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 December 2017

Name(3)(4)(5) 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. Narong Srisa-an (1) Vice Chairman / 2nd Executive Vice Chairman -
4.Mr. Puchchong Chandhanakij Director / 3rd Executive Vice Chairman -
5.Ms. Kanoknart Rangsithienchai Director / 4th Executive Vice Chairman -
6.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)
7.Prof. Kanung Luchai Independent Director and
Audit Committee Member
-
8.Mr. Manu Leopairote Independent Director and
Audit Committee Member
1)T.M.C. Industrial PCL (Listed in SET)
2)Siam Steel International PCL (Listed in SET)
3)Bangkok Union Insurance PCL (Listed in SET)
4)Khon Khaen Sugar Industry PCL (Listed in SET)
5)Polyplex (Thailand) PCL (Listed in SET)
6)Kang Yong Electric PCL (Listed in SET)
7)Asia Precision PCL (Listed in SET)
8)SVOA PCL (Listed in SET)
9)Jubilee Exterprise PCL (Listed in SET)
10)ARIP PCL (Listed in SET)
9.Mr. Ng Tat Pun Independent Director and
Audit Committee Member
1) Engro Corporation Limited (Listed in SGX)
2) Sing Investment & Finance Limited (Listed in SGX)
10.Mr. Michael Lau Hwai Keong Independent Director -
11.Prof. Pornchai Matangkasombut Independent Director -
12.Gen. Dr. Choo-Chat Kambhu Na Ayudhya Independent Director -
13.Dr. Sakthip Krairiksh(2) Independent Director
1) U City PCL (Listed in SET)
2) Siam Steel International PCL (Listed in SET)
14.Mr. Vivat Tejapaibul Director -
15.Mr. Panote Sirivadhanabhakdi Director
16.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) Fraser and Neave, Limited (Listed in SGX)
6) Amarin Printing and Publishing PCL (Listed in SET)
17.Mr. Ueychai Tantha-Obhas Senior Executive Vice President Oishi Group PCL (Listed in SET)
18.Mr. Sithichai Chaikriangkrai Senior Executive Vice President
1) Oishi Group PCL (Listed in SET)
2) Siam Food Products PCL (Listed in SET)
3) Univentures PCL (Listed in SET)
4) Berli Jucker 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)
19.Dr. Pisanu Vichiensanth Senior Executive Vice President Oishi Group PCL (Listed in SET)
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) Dr. Sakthip Krairiksh ceased to be an Independent Director on 26 January 2017.
(3) Ms. Potjanee Thanavaranit was appointed as an Independent Director by the 2018 Annual General Meeting of Shareholders on 31 January 2018. She holds the external directorships in listed companies in SET which are Oishi Group PCL, Univentures PCL, Berli Jucker PCL, Bank of Ayudhya PCL, Thai Reinsurance PCL, and Bangkok Insurance PCL.
(4) Dr. Chatri Banchuin was appointed as an Independent Director by the 2018 Annual General Meeting of Shareholders on 31 January 2018. He does not hold any directorship in the listed company.
(5) Assoc. Prof. Dr. Kritika Kongsompong was appointed as an Independent Director by the 2018 Annual General Meeting of Shareholders on 31 January 2018. She does not hold any directorship in the listed company.


Average Tenure of Board Members
as of 31 December 2017

Name of directors(3)(4)(5) 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. Narong Srisa-an(1) Vice Chairman / 2nd Executive Vice Chairman 26-Oct-2003 -
4. Mr. Puchchong Chandhanakij Director / 3rd Executive Vice Chairman 26-Oct-2003 -
5. Ms. Kanoknart Rangsithienchai Director / 4th Executive Vice Chairman 26-Oct-2003 -
6. Mr. Prasit Kovilaikool Independent Director and
Audit Committee Chairman
27-Apr-2012 -
7. Prof. Kanung Luchai Independent Director and
Audit Committee Member
29-May-2004 -
8. Mr. Manu Leopairote Independent Director and
Audit Committee Member
26-Oct-2004 -
9. Mr. Ng Tat Pun Independent Director and
Audit Committee Member
27-Mar-2006 -
10. Mr. Michael Lau Hwai Keong Independent Director 27-Mar-2006 -
11. Dr. Sakthip Krairiksh(2) Independent Director 08-Jul-2005 26-Jan-2017
12. Prof. Pornchai Matangkasombut Independent Director 27-Mar-2006 -
13. Gen. Dr. Choo-Chat Kambhu Na Ayudhya Independent Director 27-Mar-2006 -
14. Mr. Vivat Tejapaibul Director 26-Oct-2003 -
15. Mr. Panote Sirivadhanabhakdi Director 27-Feb-2007 -
16. Mr. Thapana Sirivadhanabhakdi President and CEO 26-Oct-2003 -
17. Mr. Ueychai Tantha-Obhas Director and Senior Executive Vice President 08-Jul-2005 -
18. Mr. Sithichai Chaikriangkrai Director and Senior Executive Vice President 26-Oct-2003 -
19. Dr. Pisanu Vichiensanth Director and Senior Executive Vice President 26-Oct-2003 -
Average tenure of board members (in years) = 12
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)Dr. Sakthip Krairiksh ceased to be an Independent Director on 26 January 2017.
(3) Ms. Potjanee Thanavaranit was appointed as an Independent Director by the 2018 Annual General Meeting of Shareholders on 31 January 2018.
(4) Dr. Chatri Banchuin was appointed as an Independent Director by the 2018 Annual General Meeting of Shareholders on 31 January 2018.
(5)Assoc. Prof. Dr. Kritika Kongsompong was appointed as an Independent Director by the 2018 Annual General Meeting of Shareholders on 31 January 2018.


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

In 2017, there were 14 breach cases of Code of Conduct and Ethics across entire operations. The cases were allegations of fraud for which the company took stringent actions. Resulting from the breach investigations, there were 1 resignation and 13 terminations.

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.



ThaiBev
Sustainability



GRI 102-1, GRI 102-2, GRI 102-3, GRI 102-4, GRI 102-5, GRI 102-6, GRI 102-7, GRI 102-8, GRI 102-9, GRI 102-10, GRI 102-12, GRI 102-14, GRI 102-18, GRI 102-40, GRI 102-42, GRI 102-43, GRI 102-44, GRI 102-45, GRI 102-46, GRI 102-47, GRI 102-48, GRI 102-49, GRI 102-50, GRI 102-52, GRI 102-53, GRI 102- 54, GRI 102-55, GRI 102-56, GRI 103-1, GRI 201-1