Thaibev Annual Report 2016
Thaibev Annual Report 2016
Thaibev Annual Report 2016
W I T H
YOU
Contents
Investor Information 2
Financial Highlights 4
Message from the Chairman 8
CEO Talk 10
Board of Directors 12
Executive Committee & Management Committee 14
Profile of Directors & Key Management 16
Organization Structure 34
Product Portfolio 36
2016 Awards 52
Shareholding Structure 62
Report of the Board of Directors 64
Operational and Financial Review 82
Our People...Our Success 112
Credit Ratings 114
Corporate Governance Report 115
Audit Committee Report 138
Independent Auditors Report 139
Financial Statements 140
Interested Person Transactions Report 243
Announcements to SGX in 2016 257
General Corporate Information 258
Investor Information
Investor Information
Investor Information
IPO Date
30 May 2006
Share Price *
2016 High S$1.055
2016 Low S$0.660
External Auditor
KPMG Phoomchai Audit Ltd.
Dividend Policy
Not less than 50% of net profit
after deducting all appropriated
reserves and investments
1.10
Vol.
(M Shares)
1.00
600
0.90
500
0.80
400
300
0.70
200
0.60
100
0.50
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
2016
2016
0
Jan
THAIBEV
Close
SET
Rebased
STI
Rebased
Feb
Mar
Apr
May
Jun
Jul
Aug
Corporate Website:
www.thaibev.com
IR Website:
www.thaibev.com/ir.html
E-mail:
[email protected]
Tel:
+662 785 5555
Fax:
+662 272 3026
Sep
Financial Highlights
Financial Highlights
Balance Sheets
( Mil.Baht )
Jan-Sep
Jan-Sep
Jan-Sep
Y2016**
Y2015
Y2016**
Y2015
139,153
121,169
Total revenues
143,262
129,148
Cost of sales
97,591
85,050
Gross profit
41,562
36,119
Operating profit
19,433
16,864
EBIT
23,492
Net profit
19,036
24,811*
20,468*
3,293
3,273
26,785
28,085 *
Current assets
50,104
48,060
Non-current assets
137,549
131,404
Total assets
187,653
179,464
Current liabilities
32,819
32,960
Non-current liabilities
31,122
34,497
Total liabilities
63,941
67,457
Shareholders' equity
123,712
112,007
187,653
179,464
29.87
EBITDA Margin
19.25
23.18*
EBIT Margin
16.88
20.48*
95.14
65.21
13.68
16.89*
Return on Equity
15.67
18.89*
Return on Assets
10.30
40.16
11.65 *
43.50 *
times
0.75
0.69
times
0.52
0.60
0.46
times
1.53
1.46
Quick Ratio
times
0.36
0.26
days
8.52
10.24
times
0.37
days
137.17
157.65
times
1.72
days
17.55
20.00
times
32.94
Cash Cycle
days
128.14
147.89
1.85 *
27.32 *
Leverage
Ratio
Current Ratio
29.81
Efficiency
Ratio
Liquidity
Ratio
Jan-Sep
Profitability
Ratio
Statements of Income
( Mil.Baht )
Financial Highlights
Financial Highlights
Financial Highlights
Sales Volume
(Million Liters)
139
Billion Baht
172
Billion Baht
Jan - Sep 2016 (for the nine-month period ended 30 September 2016)
Jan - Sep 2015 (for the nine-month period ended 30 September 2015)
55%
32%
Spirits
Beer
4%
9%
Food
Non-Alcoholic
Beverages
Million Liters
1600
1200
800
400
Spirits
Beer
Non-Alcoholic Beverage
Dear Shareholders,
2016 marked the second year in which Thai Beverage
Public Company Limited (ThaiBev) pursued its
Vision 2020 goal to become the regions leading
beverage company and generate sustainable returns
for shareholders. Following the reorganization of
ThaiBevs management structure last year according
to the companys core product groups spirits, beer,
and non-alcoholic beverages each product group is
now more clearly defined. This has enabled each of them
to operate in greater sync with the visions focus on
strengthening and expanding distribution channels,
as well as growing brand equity; and has resulted in market
share gains of core brands. The progress contributed
to the double-digit growth in top and bottom line of
ThaiBev Groups financial performance in FY2016.
Sales revenue amounted to Baht 139,153 million and
net profit from continuing operations amounted to
Baht 19,036 million, representing year-on-year increases
of 14.8% and 14.3%, respectively. Given that Thailands
economy was rather stagnant during the year, the Board
of Directors considers the companys performance
in FY2016 satisfactory and has approved a dividend
payout of Baht 0.60 per share. The total dividend
payout amounts to Baht 15,066 million and translates
to a payout ratio of 80% of net profit, which is higher
than the payout ratio in FY2015.
ThaiBev maintained its leading position in Thailands
spirits market and expanded its distribution channels
in 2016, introducing its premium spirits to luxury hotels
and restaurants. ThaiBevs beer business also performed
to high levels of satisfaction. The relaunch of Chang
Classic in emerald green bottles has created a sensation
in the beer industry. Market share has significantly
increased within a short time while revenue and profit
have surged on the back of the continuous marketing
of Chang Classic, rendering ThaiBev on track towards
achieving its Vision 2020 aim to become the leader
in Southeast Asias beer market.
Charoen Sirivadhanabhakdi
Chairman of the Board of Directors
10
CEO Talk
11
CEO Talk
CEO Talk
Dear Shareholders,
Thailands economy benefited from higher level of government
expenditure and the expansion of the tourism sector in
2016. Exports, however, shrank amid the economic
slowdown experienced by Thailands major trade partners
such as China and countries within Southeast Asia. Overall
on-premise consumption in Thailand also remained stagnant
during the year. Nonetheless, ThaiBev was able to generate
satisfactory revenue and profit growth in fiscal year ended
30 September 2016.
Brand-building, which is one of the strategic imperatives
under Vision 2020, was stepped up, enabling a variety
of products such as Chang beer, Oishi green tea,
Crystal drinking water, and est carbonated soft drinks
to gain market share in 2016. ThaiBevs spirits brands also
maintained their strong leading positions in the market.
Moreover, compelling sales strategies and a comprehensive
distribution network according to Vision 2020, together
with synergies within ThaiBev Group, have resulted in better
production-facility sharing and reduction in transportation
cost. This collaboration has also promoted synergies among
each sales channel such as traditional and modern trades,
and better order fulfilment via these channels.
Revenue generated by ThaiBevs spirits business for the
fiscal year ended 30 September 2016 increased slightly
to Baht 76,649 million, while net profit amounted to
Baht 14,548 million. Building on the strength of ThaiBevs
domestic spirits business, opportunities to extend the
spirits portfolios coverage into Southeast Asian markets
are also being pursued. To this end, ThaiBev has
incorporated a subsidiary to start distributing spirits
in Vietnam, a significant beverage market in the region.
Boosted by the continued success of the relaunched
Chang Classic, sales revenue generated by ThaiBevs
beer business rose 62.3 % year-on-year to Baht 44,397
million during the fiscal year 2016 while net profit surged
280.8 % over the same period. To further cultivate brand
loyalty and long-term profit growth, ThaiBev has further
invested in brand-building initiatives and communications
with consumers. Distribution channels have also been
expanded to cover more on-premise channel.
On the non-alcoholic beverage front, ThaiBev further
invested in brand-building and marketing activities, and
also launched new innovative drink flavors. Advertisement
and promotional campaigns have been adjusted to aim more
precisely at our target group. These initiatives led to a 6.8%
Thapana Sirivadhanabhakdi
President and CEO
12
Board of Directors
13
Board of Directors
Board of Directors
Prof. Kanung
Luchai
Mr. Charoen
Sirivadhanabhakdi
Chairman
Dr. Sakthip
Krairiksh
Independent Director
Mr. Narong
Srisa-an
Khunying Wanna
Sirivadhanabhakdi
Vice Chairman
Vice Chairman
Mr. Puchchong
Chandhanakij
Prof. Pornchai
Matangkasombut
Mr. Vivat
Tejapaibul
Ms. Kanoknart
Rangsithienchai
Director
Mr. Prasit
Kovilaikool
Independent Director
and Audit Committee
Member
Independent Director
and Audit Committee
Chairman
Independent Director
and Audit Committee
Member
Director
Independent Director
Director
Mr. Panote
Sirivadhanabhakdi
Director
Mr. Manu
Leopairote
Mr. Michael
Lau Hwai Keong
Independent Director
Independent Director
and Audit Committee
Member
Dr. Pisanu
Vichiensanth
Mr. Thapana
Sirivadhanabhakdi
Mr. Sithichai
Chaikriangkrai
Mr. Ueychai
Tantha-Obhas
14
15
Executive Committee
Khunying Wanna
Sirivadhanabhakdi
Mr. Charoen
Sirivadhanabhakdi
Mr. Narong
Srisa-an
Executive Chairman
2nd
Executive Vice
Chairman
Mr. Ueychai
Tantha-Obhas
Ms. Kanoknart
Rangsithienchai
5th
Executive Vice
Chairman
Mr. Puchchong
Chandhanakij
Dr. Pisanu
Vichiensanth
Mr. Sithichai
Chaikriangkrai
Mr. Thapana
Sirivadhanabhakdi
Mr. Prapakon
Thongtheppairot
Executive Vice
President
Management Committee
1. Mr. Thapana
Sirivadhanabhakdi
Executive Vice
President
Mr. Vivek
Chhabra
Mr. Marut
Buranasetkul
Ms. Vaewmanee
Soponpinij
Mr. Kamolnai
Chaixanien
Executive Vice
President
Dr. Agapol
Na Songkhla
Mr. Kosit
Suksingha
Mr. Jean
Lebreton
Mr. Pramote
Hassamontr
Ms. Tientip
Narach
Mr. Banjong
Chintanasiri
5. Mr. Prapakon
Thongtheppairot
16
2004 Present
Chairman
Beer Thip Brewery (1991) Co., Ltd.
2004 Present
Chairman
Sangsom Group of Companies
2001 Present
Vice Chairman
Berli Jucker Public Company Limited
1972 Present
Vice Chairman
TCC Corporation Limited
Others:
Royal Decorations
- Royal Thai decorations, the Knight Grand Cordon
(Special Class) of the Most Exalted Order of the White
Elephant
- Royal Thai decorations, the Knight Grand Cordon
(Special Class) of the Most Noble Order of the Crown of
Thailand
- Royal Thai decorations, the Knight Grand Cross
(First Class) of the Most Admirable Order of the
Direkgunabhorn
- Royal Thai decorations, the Knight Commander
(Second Class, lower grade) of the Most Illustrious Order
of Chula Chom Klao
Honorific Social Positions
- Vice Chairperson of the Bhumirajanagarindra Kidney
Institute Foundation
- Director of the Siriraj Foundation
- Director of Ramathibodi Foundation
- Director of the Crown Prince Hospital Foundation
- Director of the Kidney Foundation of Thailand
- Director of the Elephant Reintroduction Foundation
- Director of the Committee for Recruitment and Promotion
of Voluntary Blood Donors of the Thai Red Cross Society
- Director of the Sala Chalermkrung Foundation
17
18
19
20
2004 Present
Independent Director and Audit Committee Member
Thai Beverage Public Company Limited
2008 Present
Independent Director
Beer Thip Brewery (1991) Co., Ltd.
2004 Present
Independent Director
Beer Thai (1991) Public Company Limited
Present
Director
Kanung & Partners Law Offices Company Limited
Present
Director
Kanung & Partners International Consultancy Company Limited
1991 November 2015
Independent Director / Chairman of the Board of Directors /
Chairman of the Audit Committee
Thailand Iron Works Public Company Limited
1990 2014
Independent Director / Audit Committee Member
Bangkok Bank Public Company Limited
Others:
The Prof. Sanya Thammasak Award for being an Outstanding
Lawyer from the Private Sector
Independent Director
21
22
Independent Director
Independent Director
Independent Director
Director
23
24
Director
2012 Present
Vice Chairman of the Board and Chairman of Executive
Committee
Golden Land Property and Development Public
Company Limited
2008 Present
Vice Chairman
Sura Bangyikhan Group of Companies
2008 Present
Vice Chairman
South East Group of Companies
2007 Present
Vice Chairman of the Board
Univentures Public Company Limited
2006 Present
Vice Chairman
Oishi Group Public Company Limited
2004 Present
Director and Executive Vice Chairman
Beer Thai (1991) Public Company Limited
2004 Present
Vice Chairman
Red Bull Distillery Group of Companies
2001 Present
Director
Berli Jucker Public Company Limited
2007 August 2015
Vice Chairman
Siam Food Products Public Company Limited
2003 2011
Director and Executive Vice President
Thai Beverage Public Company Limited
Others:
Asian Corporate Director Recognition Award
from the Corporate Governance Asia Magazine in 2011
Asian Excellence Recognition Awards: Asias Best CEO
(Investor Relations) from the Corporate Governance Asia
Magazine for four consecutive years in 2011, 2012, 2013,
2014 and 2015
Asias Best Company 2009, Thailand: Best CEO award
by FinanceAsia in 2009
25
26
27
28
29
30
31
32
33
34
Organization Structure
35
Organization Structure
Organization Structre
Effective on 1 October 2016
Audit Committee
Nomination Committee
Board of Directors
Remuneration Committee
Executive Committee
Company Secretary
Spirit
Product
Group
Beer
Product
Group
Non-Alcoholic
Beverage
Product
Group
Brand
Investment
Management
Route-toMarket
Accounting
Treasury
Finance
Technology
and
Engineering
Supply
Chain
Management
Human
Capital
Corporate
Affairs
Corporate
Services
Sustainable
Business
Development
Center of
Excellence
36
Product Portfolio
Spirits
Product Portfolio
White Spirits
Mekhong
Phraya
Thai Spirits
Hongthong
Blended Spirits
Mungkornthong
Niyomthai Niyomthai
28
30
Degrees
Degrees
Brandy
BLEND 285 (1 Litre)
Whisky
Crown 99
Paitong
30
Degrees
Paitong
35
Degrees
Bangyikhan
White Spirits
Sangsom
BLEND 285
37
Meridian
Niyomthai
35
Degrees
Niyomthai
40
Degrees
White Spirits
Chaiya
Phayanak
Sua Dum
Phaya Sua
38
Product Portfolio
39
Product Portfolio
International Spirits
Single Malt
Scotch Whisky
Old Pulteney
12 year old
Old Pulteney
Navigator
Malt Whisky
Liqueur
Old Pulteney
17 year old
Old Pulteney
21 year old
Old Pulteney
1989
Old Pulteney
35 year old
Old Pulteney
Stroma liqueur
Single Malt
Scotch Whisky
Balblair
2005
Balblair
1999 2nd release
anCnoc
Blas
Speyburn
Bradan Orach
Speyburn
10 year old
Speyburn
Arranta Casks
Speyburn
25 year old
Blended
Scotch Whisky
Balblair
1990 2nd release
Balblair
1983
Balblair
1969
Single Malt
Scotch Whisky
anCnoc
12 year old
Single Malt
Scotch Whisky
Hankey Bannister
21 year old
Partners Reserve
Hankey Bannister
25 year old
Blended
Scotch Whisky
anCnoc
18 year old
anCnoc
24 year old
anCnoc
35 year old
anCnoc
1975 Vintage
anCnoc
Rascan
Cattos
Rare Old Scottish
Cattos
12 year old
Cattos
25 year old
MacArthurs
Hankey Bannister
40 year old
40
Product Portfolio
Product Portfolio
Beer
Vodka
Gin
Kulov
Beer
Caorunn
Coldstream
Chang Classic
Chinese Spirits
Yu Lin Quan
Grand Classic
Beer
Yu Lin Quan
12 years old aged
Chinese Spirits
Yu Lin Quan
Zhen Pin Qing Xiang
Yu Lin Quan
Original aged 9 years old
Chinese Wines
Yu Lin Quan
Zhen Pin Xiao Qing
Yu Lin Quan
Xiao Qu Qing Xiang
Longevity
Ningbo Pagoda
Archa
Federbru
41
42
Product Portfolio
43
Product Portfolio
Non-Alcoholic Beverages
Carbonated
Soft Drinks
Functional Carbonated
Soft Drinks
est Cola
100PLUS Citrus
Carbonated
Soft Drinks
Jubjai
Drinking Water
Crystal
Carbonated
Soft Drinks
Chang
Soda Water
Rock Mountain
Carbonated
Soft Drinks
est PLAY Lychee Pear
Herbal Tea
Electrolyte Drink
est PLAY Grape Berry
est Free
(Sugar Free)
Power Plus
Energy Drink
Ranger
44
Product Portfolio
45
Product Portfolio
Isotonic
100PLUS
Green Tea
Oishi Green Tea
(800 ml.)
Soya
Oishi Green Tea
UHT
(250 ml.)
Green Tea
Oishi Kabusecha
(500 ml.)
Oishi Fruito
(380 ml.)
F&N NUTRISOY
Asian Drinks
Oishi Chakulza
(320 ml.)
F&N NUTRIWELL
Tea
F&N SEASONS
100PLUS EDGE
46
Product Portfolio
Product Portfolio
Sparkling Drinks
Pasteurised Milk
F&N
F&N MAGNOLIA
Sparkling Drinks
Pasteurised Milk
F&N
Water
Choc Malt
Coconut Water
47
COCO LIFE
Cordials
Whipping Cream
and Half Cream
Pasteurised Milk
FARMHOUSE
UHT Milk
F&N DAISY
FARMHOUSE
UHT Milk
F&N
F&N MAGNOLIA
48
Product Portfolio
49
Product Portfolio
Sterilised Milk
Pasteurised Juice
F&N MAGNOLIA
Yoghurt
Pasteurised Juice
F&N MAGNOLIA
Yoghurt Smoothie
F&N aLIVE
Low Fat Yoghurt
Canned Milk
Ready-To-Drink Juice
F&N
Canned Milk
TEAPOT
GOLD COIN
No.1 JUICE
50
Product Portfolio
51
Product Portfolio
Food
Chilled & Frozen
Product
KINGS POTONG
F&N MAGNOLIA SAWASDEE
JWEL
KINGS
Cereal Bars
F&N aLIVE
Oishi Kani
Oishi Sandwich
Oishi Trendy
Baked Sandwich
KINGS GRAND
MEADOW GOLD
Japanese
Restaurants/Kiosks
Oishi Trendy
Ready Meal Appetizer
52
2016 Awards
53
2016 Awards
2016 Awards
Corporate
Awards
Outstanding Achievement in
Core Process Improvement Project:
Shared Service Center
Product
Awards
Old Pulteney
Vintage 1989
anCnoc
18 year old
WWA - Winner
IWSC - Silver
ISC - Silver
Old Pulteney
21 year old
Old Pulteney
12 year old
IWSC - Gold
ISC - Gold
anCnoc
12 year old
IWSC - Gold
ISC - Gold
San Francisco World Spirits
Competition - Gold
anCnoc
Rascan
Old Pulteney
Stroma Liqueur
Balblair
1983
ISC - Gold
IWSC - Silver Outstanding
Cattos
25 year old
WWA - Gold
Hankey Bannister
Original
Balblair
1990
Hankey Bannister
12 year old
IWSC - Gold
Speyburn
Arranta Casks
Balblair
2005
ISC - Gold
IWSC - Silver Outstanding
San Francisco World Spirits
Competition - Silver
Hankey Bannister
40 year old
ISC - Gold
Hankey Bannister
Heritage Blend
IWSC - Gold
ISC - Silver
54
Milestones
55
Milestones
Milestones
April
November
Growth
Diversity
Brands
Reach
Professionalism
2015
2013
2011
2009
2014
2012
2008
2006
2003
May
2010
October
August
September
May
November
October
February
August
ThaiBev acquired
Yunnan Yulinquan Liquor Co., Ltd.,
a Chinese white spirit
distillery in China
October
ThaiBev acquired Pacific
Spirits (UK) Limited,
owner of Inver House
Distillers in Scotland,
and Best Spirits
Company Limited
September
ThaiBev was bestowed
a royal warrant by His Majesty
King Bhumibol Adulyadej
July
ThaiBev joined the Pracharath Project,
which is a collaboration between
the Thai government, the Thai Chamber
of Commerce, the Federation of Thai
Industries, and the Thai Bankers
Association, to drive the economy
on both national and provincial levels
2016
September
ThaiBev was included in
the Dow Jones Sustainability
Indices (DJSI) family,
becoming a component of the DJSI
Emerging Markets Indexs
September
Rock Mountain,
a soda water produced
at lower temperatures
using cold infusion technology
to better retain the fizziness
of the beverage, was introduced
into the market.
56
Vision 2020
57
Vision 2020
Vision 2020
Vision 2020 is
ThaiBevs strategic roadmap.
It underpins our endeavours
to further the success
that we have progressively
achieved over the years,
and sets ThaiBev up for
an accelerated growth story.
Driven by the five strategic
imperatives outlined below,
we seek to provide customers
with even better products,
create greater value
and deliver more sustainable
returns to shareholders,
and enlarge opportunities
for our employees.
Growth
62
Shareholding Structure
63
Shareholding Structure
Shareholding Structure
As at 30 September 2016
49%
49%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
51%
95.05%
64.66%
Sermsuk Group
Oishi Group
Water-Soda / Distributor
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Marketing Group
100%
100%
100%
100%
100%
100%
100%
Liquorland Limited
28.53%
100%
28.44%
100%
100%
BeerCo Limited
100%
Wellwater Limited
100%
Trademark Group
100%
100%
100%
100%
100%
Others
Thai Beverage Training Co., Ltd.
C A C Co., Ltd.
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Speyburn-Glenlivet Distillery
Company Limited (D)(N)
100%
100%
100%
100%
100%
100%
100%
100%
100%
99.72%
100%
100%
100%
100%
100%
100%
100%
Sales Group
(D)
100%
100%
100%
100%
100%
79.66% Oishi
40%
100%
100%
4.94%
BevCo Limited
99.84%
100%
51%
49%
Brewery Group
100%
100%
49%
51%
70%
58.63%
99.90%
18.55%
41.45%
33.83%
7.54%
Remark:
(1) Koykiao Co., Ltd. incorporated on 23 March 2016.
(2) Max Asia Co., Ltd. incorporated on 26 April 2016.
Update: (1 October 2016 - 30 November 2016)
(a) International Beverage Vietnam Company was incorporated Socialist Republic of Vietnam
On 17 October 2016
(b) International Beverage Holding (Singapore) Ple. Limited was incorporated in Singapore
On 28 November 2016
64
65
No.
1.
Company / Location
Type of
Business
Type of
Share
Shares Issued
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
Beer brewery
Common
and production
of drinking water
and soda water
5,550,000,000.00
555,000,000
555,000,000
100%
6,600,000,000.00
660,000,000
660,000,000
100%
Chomphon Sub-district
Chatuchak District Bangkok 10900
Beer brewery
Common
and production
of drinking water
and soda water
3.
Beer brewery
Common
and production
of drinking water
and soda water
1,666,666,500.00
166,666,650
166,666,650
100%
4.
Spirits distillery
Common
7,500,000,000.00
750,000,000
750,000,000
100%
5.
Spirits distillery
Common
900,000,000.00
90,000,000
90,000,000
100%
Spirits distillery
Spirits distillery
Common
700,000,000.00
70,000,000
70,000,000
100%
8.
Spirits distillery
Common
700,000,000.00
70,000,000
70,000,000
100%
9.
Spirits distillery
Common
4,000,000,000.00
400,000,000
400,000,000
100%
Spirits distillery
Common
900,000,000.00
90,000,000
90,000,000
100%
Chomphon Sub-district
Chatuchak District Bangkok 10900
2.
6.
7.
10.
11.
Spirits distillery
Common
Common
700,000,000.00
800,000,000.00
70,000,000
80,000,000
70,000,000
80,000,000
Remark
No.
Type of
Share
Shares Issued
% of
Shareholding
12.
Spirits distillery
Common
800,000,000.00
80,000,000
80,000,000
100%
13.
Spirits distillery
Common
700,000,000.00
70,000,000
70,000,000
100%
14.
Spirits distillery
Common
5,000,000,000.00
500,000,000
500,000,000
100%
15.
Spirits distillery
Common
1,800,000,000.00
180,000,000
180,000,000
100%
16.
Spirits distillery
Common
900,000,000.00
90,000,000
90,000,000
100%
17.
Spirits distillery
Common
800,000,000.00
80,000,000
80,000,000
100%
18.
Spirits distillery
Common
800,000,000.00
80,000,000
80,000,000
100%
19.
Spirits distillery
Common
1,000,000,000.00
10,000,000
10,000,000
100%
20.
10,000,000.00
1,000,000
1,000,000
100%
100%
100%
Company / Location
Type of
Business
No. of
Shares Held
(Direct and
Indirect)
Remark
66
No.
21.
Company / Location
HORECA Management Co., Ltd.
15 Moo 14 Vibhavadi Rangsit Road
Chomphon Sub-district
Chatuchak District, Bangkok 10900
Type of
Business
Type of
Share
Shares Issued
10,000,000.00
1,000,000
No. of
Shares Held
(Direct and
Indirect)
1,000,000
% of
Shareholding
100%
23.
24.
25.
26.
27.
Beer, drinking
water and soda
water
Common
Beer, drinking
water and soda
water
Common
Beer, drinking
water and soda
water
Common
Beer, drinking
water and soda
water
Common
Beer, drinking
water and soda
water
Common
Beer, drinking
water and soda
water
Common
10,000,000.00
10,000,000.00
10,000,000.00
10,000,000.00
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
Remark
No.
10,000,000.00
1,000,000
1,000,000
1,000,000
Common
10,000,000.00
1,000,000
1,000,000
100%
32.
Spirits and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100%
33.
Spirits and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100%
34.
Spirits and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100%
35.
Spirits and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100%
Spirits and
non-alcoholic
beverages
distributor
Common
10,000,000.00
100,000
100,000
100%
100%
100%
100%
20000
100%
100%
37.
Spirits and
non-alcoholic
beverages
distributor
Common
10,000,000.00
100,000
100,000
100%
38.
1,000,000.00
100,000
100,000
100%
39.
5,000,000.00
500,000
500,000
100%
40.
1,200,000.00
120,000
120,000
100%
41.
5,000,000.00
500,000
500,000
100%
100%
28.
Beer, drinking
water and soda
water
Common
10,000,000.00
1,000,000
1,000,000
100%
29.
Beer, drinking
water and soda
water
Common
10,000,000.00
1,000,000
1,000,000
100%
Spirits and
non-alcoholic
beverages
distributor
Common
10,000,000.00
1,000,000
1,000,000
100%
30.
Shares Issued
Spirits and
non-alcoholic
beverages
distributor
40000
1,000,000
% of
Shareholding
36.
10,000,000.00
Type of
Share
No. of
Shares Held
(Direct and
Indirect)
31.
Company / Location
Type of
Business
67
Remark
68
No.
Company / Location
Type of
Business
Type of
Share
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
Shares Issued
5,000,000.00
500,000
500,000
100%
860,000,000.00
8,600,000
8,600,000
100%
42.
43.
Production and
distribution of
biogass
Common
Trading of
molasses
Common
Trading of
supplies and
procurement
Common
47.
Brick producer
and distribution
of spirits
Common
121,800,000.00
1,218,000
1,218,000
100%
48.
Oak barrel
producer
Common
300,000,000.00
30,000,000
30,000,000
100%
49.
Trading of
bottles
Common
123,000,000.00
1,230,000
1,230,000
100%
Transportation
and distribution
Advertising
and marketing
promotion
Common
Advertising
agency
Common
44.
45.
46.
50.
51.
52.
Common
40,000,000.00
1,000,000.00
1,000,000.00
1,012,000,000.00
300,000,000.00
25,000,000.00
40,000
10,000
10,000
101,200,000
30,000,000
2,500,000
39,889
10,000
10,000
101,200,000
30,000,000
2,500,000
Remark
No.
Company / Location
Type of
Business
Type of
Share
69
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
Shares Issued
Common
2,500,000.00
1,000,000
1,000,000
100%
53.
54.
Ordinary
HKD 15,634,012,000.00
15,634,012,000
15,634,012,000
100%
55.
Trademark
holding
Common
5,000,000.00
50,000
50,000
100%
56.
Trademark
holding and
production of
Common
1,000,000.00
10,000
10,000
100%
57.
Trademark
holding and
production
of beer
concentrate
Common
1,000,000.00
100,000
100,000
100%
58.
Holding company
Common
1,000,000,000.00
10,000,000
10,000,000
100%
59.
Production and
Common
350,000,000.00
3,500,000
3,500,000
100%
spirits
60.
Japanese
restaurants
and distribution
of foods and
beverages
Common
375,000,000.00
187,500,000
149,360,199
79.66%
61.
C A C Co., Ltd.
90 CyberWorld Tower, 10th Floor
Ratchadapisek Road
Huai Khwang Sub-district
Huai Khwang District, Bangkok 10310
Management
of the ASEAN
Economic
Community
(AEC) centre
Common
30,000,000.00
300,000
300,000
100%
62.
Advertising
and marketing
serviecs
Common
10,000,000.00
1,000,000
1,000,000
100%
99.72%
100%
100%
100%
beer concentrate
100%
100%
Training
Remark
(b), (c)
70
No.
63.
Company / Location
Cash Van Management Co., Ltd.
1 East Water Building, 17th Floor
Soi Vibhavadi-Rangsit 5
Vibhavadi Rangsit Road
Chomphon Sub-district
Chatuchak District, Bangkok 10900
Type of
Business
Type of
Share
Shares Issued
10,000,000.00
1,000,000
No. of
Shares Held
(Direct and
Indirect)
1,000,000
% of
Shareholding
Remark
100%
64.
65.
Restaurant
business
Common
Food and
beverage
business
Common
10,000,000.00
5,000,000.00
1,000,000
500,000
1,000,000
255,000
No.
40,000,000.00
4,000,000
2,800,000
Type of
Share
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
Shares Issued
100,000,000.00
1,000,000
1,000,000
100%
71.
72.
Marketing,
trading of
alcoholic
beverage
Ordinary
SGD 66,737,000.00
66,737,000
66,737,000
100%
73.
Dormant
Ordinary
USD 200,000.00
1,000
1,000
100%
100%
51%
(1)
74.
Trading of
beverage
products and
provision of
marketing
services
Ordinary
MYR 100,000.00
100,000
100,000
100%
75.
Trading of
alcoholic
beverages
Ordinary
HKD 15,300,000.00
15,300,000
15,300,000
100%
76.
Holding company
Common
GBP 71,670,000.00
71,670,000
71,670,000
100%
77.
Holding company
Ordinary
HKD 210,500,000.00
21,050,000
21,050,000
100%
78.
Production and
distribution
of food and
beverage
Common
420,000,000.00
4,200,000
3,345,670
79.66%
79.
Japanese
restaurants
Common
158,000,000.00
1,580,000
1,258,610
79.66%
66.
Company / Location
Type of
Business
71
70%
(2)
BevCo Limited
14 Sangsom Building
Vibhavadi Rangsit Road
Chomphon Sub-district
Chatuchak District, Bangkok 10900
68.
Holding company
Common
1,000,000.00
100,000
100,000
100%
69.
Production and
distribution of
spirits
Common
14,000,000.00
17,500
17,483
99.90%
70.
100,000,000.00
1,000,000
1,000,000
100%
67.
5,436,168,000.00
548,000,000
548,000,000
100%
Remark
(a)
72
No.
Company / Location
Type of
Business
Type of
Share
Shares Issued
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
80.
International
distribution of
beverage
Common
HKD 11,700,000.00
11,700,000
9,320,076
79.66%
81.
Dormant
Common
1,000,000.00
100,000
100,000
100%
82.
Consultancy
service
Common
125,000.00
5,000
5,000
100%
Advertising
and marketing
services
84.
Dormant
Ordinary
SGD 498,240.00
498,240
498,240
100%
85.
Trading of
alcoholic
beverages
Ordinary
US$ 100,000.00
100,000
100,000
100%
86.
Holding company
Ordinary
SGD 2,047,620,000.00
2,047,620,000
2,047,620,000
100%
87.
Distribution
and marketing
of food and
beverage
products
Ordinary
HKD 10,000.00
10,000
10,000
100%
Serving future
snack business
expansion
Common
83.
88.
89.
90.
Holding company
Wellwater Limited
Room 901-2 Silvercord Tower 1
30 Canton Road, Tsim Sha Tsui
Hong Kong
Holding company
Common
Common
100,000.00
52,000,000.00
24,950,000,000.00
10,000.00
800,000
24,950,000,000
10,000.00
637,268
24,950,000,000
Remark
(3)
No.
100%
7,950,000,000.00
7,950,000,000
7,950,000,000
Shares Issued
% of
Shareholding
Remark
Trading of
alcoholic
beverages
Common
USD 1.00
1,000
1,000
100%
92.
Trademark
holding
Ordinary
SGD 65,947,000.00
65,947,000
65,947,000
100%
93.
Blairmhor Limited#
Moffat Distillery, Airdrie
ML6 8PL, Scotland
Holding company
Common
9,009,407.00
900,940,700
900,940,700
100%
94.
Production and
distribution of
spirits
Common
10,000,000.00
10,000,000
10,000,000
100%
95.
Trading of
alcoholic
beverages
RMB 10,000,000.00
100%
( 5)
96.
Spirits distillery
RMB 159,388,200.00
100%
( 5)
97.
Dormant
Common
200.00
2,000
2,000
100%
98.
Dormant
Common
100.00
100
100
100%
99.
Dormant
Common
1.00
100%
Dormant
Common
100.00
100
100
100%
Dormant
Common
100.00
100
100
100%
Dormant
Common
30,000.00
30,000
30,000
100%
Common
Type of
Share
No. of
Shares Held
(Direct and
Indirect)
91.
100%
79.66%
Company / Location
Type of
Business
73
100%
( 4)
74
No.
Company / Location
Type of
Business
Dormant
Common
Shares Issued
100.00
100
% of
Shareholding
100
100%
Dormant
Dormant
Common
Common
10,030.00
50,000.00
10,030
50,000
10,030
50,000
100%
Dormant
Common
100.00
100
100
100%
Dormant
Common
100.00
100
100
100%
Limited#
No.
Company / Location
Type of
Business
Type of
Share
Shares Issued
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
Common
2,500,000.00
1,000,000
646,569
64.66%
Common
4,251,600.00
1,000,000
646,569
64.66%
Common
200,000,000.00
20,000,000
12,931,390
64.66%
Dormant
Common
USD 10,000.00
10,000
10,000
100%
Brands
management
and consulting
services
Common
SGD 1,900,000.00
1,900,000
1,513,517
79.66%
Restaurant
business
Common
USD 2,100,000.00
2,100,000
920,059
43.81%
Marketing
manangement
cosulting
services
Common
USD 50,000.00
50,000
39,829
79.66%
Distribution of
beverages
Common
511,750,000.00
15,000,000
15,000,000
100%
606,250,000.00
60,625,000
60,526,250
99.84%
Remark
development
services
100%
Limited#
Moffat Distillery, Airdrie
ML6 8PL, Scotland
Remark
Type of
Share
No. of
Shares Held
(Direct and
Indirect)
75
Brands
management
Company Limited#
Moffat Distillery, Airdrie
ML6 8PL, Scotland
Company Limited#
Moffat Distillery, Airdrie
ML6 8PL, Scotland
Dormant
Dormant
Common
Common
2.00
2.00
100%
100%
Production and
distribution of
beverages
Common
265,900,484.00
265,900,484
171,923,138
64.66%
Holding company
111. Sermsuk Holdings Co., Ltd.
252/35-36, Muang Thai-Phatra Complex
Bldg.1, 27-28th Floor, Rachadaphisek Road
Common
Common
600,000,000.00
60,000,000
38,794,169
64.66%
689,586,150.00
68,958,615
44,586,536
(6)
64.66%
Company Limited
79 Moo 3, Tambon Lamlookbua
Amphoe Dontoom
Nakhon Pathom 73150
(7)
76
77
No.
Company / Location
Type of
Business
Type of
Share
Holding company
Common
Shares Issued
1,000,000.00
100,000
No. of
Shares Held
(Direct and
Indirect)
% of
Shareholding
100,000
Increase
Remark
100%
Number
of Shares
Direct Interests
Thai Beverage Public Company Limited
Holding company
Common
10,654,088,000.00
1,074,000,000
1,074,000,000
100%
(4)
Common
75,000,000.00
7,500,000
1,939,708
25.86%
(6)
Manufacture
and distribution
of food and
beverage and
publishing and
printing
Ordinary
Development
and investment
in property
Ordinary
Licences
SGD 849,300,240.00
SGD 1,766,799,847.76
1,447,077,754
2,899,996,444
412,423,822
824,847,644
28.53%
28.44%
Common
495,000.00
495,000
245,000
49.49%
Northern Ireland
369,750,000
25.50
65.89
710,500,000
49.00
(4)
MM Group Limited
50,000
100.00
50,000
100.00
(6)
140,600,420
100.00
50.00
MM Group Limited
25,000
50.00
16,544,687,762
65.89
369,750,000
25.50
710,500,000
49.00
50,000
100.00
50,000
100.00
140,600,420
100.00
25,000
50.00
MM Group Limited
25,000
50.00
0.00
MM Group Limited
0.00
0.00
(5) This company was incorporated with the type of investment as equity interest, therefore, there is no share to be issued.
(7) On 30 June 2016, Thai Drink Co., Ltd. registered the increase of paid-up capital from Baht 160,000,000 to Baht 1,500,000,000 by issuing the new
13,400,000 common share, totaling 15,000,000 shares with the par value of Baht 100 each. Thai Beverage Public Company Limited directly holds shares in
this company. Currently, this companys paid-up capital is Baht 511,750,000.
16,544,687,762
1,541,500
0.01
(4) This company has the registered capital of USD 1 and share premium of USD 11,799,999.
(6) On 14 September 2016, Oishi F&B (Singapore) Pte. Ltd. registered the increase of paid-up capital from HKD 1,520,000 to HKD 1,900,000.
25,000
Deemed Interests
Percentage
of
Shareholding
Number
of Shares
220,000,000
0.87
100.00
107,000,000
0.43
107,000,000
0.43
0.00
Remarks: (1) Mr. Komen Tantiwiwatthanaphan ceased from the position of director on 13 July 2016 due to health condition.
(2) This is to comply with the requirement of Public Limited Company Act B.E. 2535 (as amended). This shows the total number of shares which the director directly and indirectly holds shares
of the company increasing or decreasing during a fiscal year 2016. In this regard, no director holds shares in the Companys affiliate companies. The Company does not have any outstanding
debentures.
(3) Siriwana Co., Ltd. holds 11,368,060,000 shares in Thai Beverage Public Company Limited. Shares in Siriwana Co., Ltd. were held by Shiny Treasure Holdings Limited which the director
holds shares in Shiny Treasure Holdings Limited as per details shown in the table above.
(4) Maxtop Management Corp. holds 4,327,042,762 shares in Thai Beverage Public Company Limited (according to the report of change of interests of Maxtop Management Corp.
which was submitted and announced via Singapore Exchange website on 26 June 2012). Shares in Maxtop Management Corp. were held by MM Group Limited which the director holds shares
in MM Group Limited as per details shown in the table above.
(5) Risen Mark Enterprise Ltd. holds 833,335,000 shares in Thai Beverage Public Company Limited. Shares in Risen Mark Enterprise Ltd. were held by MM Group Limited which the director
holds shares in MM Group Limited as per details shown in the table above.
(6) Golden Capital (Singapore) Limited holds 16,250,000 shares in Thai Beverage Public Company Limited. Shares in Golden Capital (Singapore) Limited were held by MM Group Limited
which the director holds shares in MM Group Limited as per details shown in the table above.
(7) Hakim Holdings Limited holds 150,000,000 shares in Thai Beverage Public Company Limited (according to the report of change of interests of Mr. Vivat Tejapaibul which was submitted
and announced via Singapore Exchange website on 26 January 2016). The director holds the entire shareholding of Hakim Holdings Limited as per details shown in the table above.
78
79
STATISTICS OF SHAREHOLDERS
As at 6 December 2016
Baht 25,155,025,000
Baht 25,110,025,000
Common shares with a par value of Baht 1
25,110,025,000 shares
One vote per one share
Number of
Shares
1 99
6.67
0.00
100 1,000
3.33
1,200
0.00
1,001 10,000
0.83
5,000
0.00
10,001 1,000,000
43
35.83
14,803,665
0.06
64
53.34
25,095,215,127
99.94
120
100.00
25,110,025,000
100.00
Size of Shareholdings
Total
1.
2.
3.
4.
5.
6.
7.
9.
10.
11.
Name of shareholders
8.
Based on the information available to the Company, approximately 27.79% of the Companys shares are held
in the hands of public. Accordingly, the Company has complied with Rule 723 of the Listing Manual of the SGX-ST.
Substantial Shareholders
No.
12.
Deemed interest
No. of Shares
13.
14.
16.
11,368,060,000
45.27
4,327,042,762
17.23
5,176,627,762
20.61
16,544,687,762
65.89
16,544,687,762
65.89
Remarks:
(1) MM Group Limited (MM Group) holds a 100% direct interest in each of Maxtop Management Corp. (Maxtop), Risen Mark Enterprise Ltd. (RM)
and Golden Capital (Singapore) Limited (GC);
- Maxtop holds a 17.23% direct interest in ThaiBev;
- RM holds a 3.32% direct interest in ThaiBev; and
- GC holds a 0.06% direct interest in ThaiBev.
MM Group is therefore deemed to be interested in ThaiBev.
(2) Each of Mr. Charoen Sirivadhanabhakdi and his spouse, Khunying Wanna Sirivadhanabhakdi also jointly hold:
- a 51% direct interest in Siriwana Co., Ltd.; and
- a 100% direct interest in MM Group. MM Group holds a 100% direct interest in each of Maxtop, RM and GC. Maxtop holds a 17.23% direct
interest in ThaiBev; RM holds a 3.32% direct interest in ThaiBev; and GC holds 0.06% direct interest in ThaiBev.
Each of Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi is therefore deemed to be interest in ThaiBev.
15.
17.
18.
19.
20.
Total
Number of Shares
11,368,060,000
45.27
9,554,248,444
38.05
2,749,660,000
10.95
107,000,000
0.43
107,000,000
0.43
107,000,000
0.43
107,000,000
0.43
92,377,500
0.37
88,000,000
0.35
70,000,000
0.28
65,650,500
0.26
65,641,500
0.26
64,863,500
0.26
61,600,000
0.24
50,000,000
0.20
48,000,000
0.19
37,450,000
0.15
36,729,500
0.15
34,068,668
0.14
32,698,750
0.13
24,847,048,362
98.97
80
Number of
Shareholders
Number of
Shares
10
0.10
55
0.00
786
7.69
669,363
0.01
1,001 10,000
5,914
57.84
32,693,122
0.34
10,001 1,000,000
3,474
33.98
187,510,368
1.96
40
0.39
9,333,345,536
97.69
10,224
100.00
9,554,248,444
100.00
100 - 1,000
Total
Name of shareholders
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
Total
81
Net book value of the Group freehold land and building as at 30 September 2016
were as follows.
Number of Shares
2,481,761,559
25.98
2,393,505,346
25.05
Land
1,855,560,807
19.42
Land improvement
1,203,897,900
12.60
379,822,239
3.98
11,836
229,055,672
2.40
Total
30,699
201,079,456
2.10
183,655,524
1.92
122,143,651
1.28
78,340,384
0.82
50,909,600
0.53
34,427,908
0.36
27,700,000
0.29
12,000,000
0.13
10,593,700
0.11
8,000,000
0.08
6,843,900
0.07
5,396,621
0.06
5,139,500
0.05
5,000,000
0.05
9,294,833,767
97.28
(million Baht)
18,317
546
The Group leases various premises, primarily for the branch offices and warehouses. All of these leases are operating
leases and not financial leases.
The amounts of the Group freehold lands held for planned future business operation and freehold investment buildings
as at 30 September 2016 amounted to Baht 997.06 million and Baht 9.62 million, respectively, which were 4.44%
of profit before income tax.
82
83
Strategies
Overview
Diversity
Our vision
Growth
84
Brand
Reach
85
Professionalism
86
Domestic Business
Spirits Business
87
88
89
Beer Business
90
Food Business
91
92
93
International Business
Spirits Business
Beer Business
Food Business
94
95
Management Discussion
and Analysis
ThaiBev
Increase (decrease)
17,984
17,984
Gross profit
5,443
5,443
2,393
127
2,520
2,148
240
2,388
(3,820)
(3,820)
EBITDA
2,393
(3,693)
(1,300)
Net profit
2,148
(3,580)
(1,432)
Sales
14.8
14.8
Gross profit
15.1
15.1
11.3
4.0
10.4
15.2
9.6
14.3
For comparison purpose, please see note 40 of financial statements for the year ended 30 September 2016,
which disclosed the statement of income for nine month period of 2015 ( Jan Sep 2015).
(100.0)
(100.0)
EBITDA
11.3
(53.1)
(4.6)
Net profit
15.2
(56.7)
(7.0)
ThaiBev
139,153
139,153
Gross profit
41,562
41,562
23,516
3,269
26,785
16,302
2,734
19,036
9 months of 2015
Sales
121,169
121,169
Gross profit
36,119
36,119
21,123
3,142
24,265
14,154
2,494
16,648
3,820
3,820
EBITDA
21,123
6,962
28,085
Net profit
14,154
6,314
20,468
% increase (decrease)
9 months of 2016
Sales
Sales
96
97
In the third quarter ended 30 September of last year, the Company recognized the profit sharing from a gain on disposal
of Myanmar Brewery Limited (MBL) in the proportion of share holding for Baht 3,820 million (net of corporate income
tax). EBITDA and net profit for the period ended 30 September of last year after recognizing the gain on disposal of
discontinued operations were Baht 28,085 million and Baht 20,468 million, respectively.
9 months of 2016
Spirits
% to
Sales
76,649
100.0
44,397
100.0
13,290
100.0
4,993
100.0
(176)
100.0
139,153
100.0
Cost of sales
51,254
66.9
34,972
78.8
8,590
64.6
2,895
58.0
(120)
68.2
97,591
70.1
Cost of sales
51,145
66.8
22,059
Gross profit
25,395
33.1
9,425
21.2
4,700
35.4
2,098
42.0
(56)
31.8
41,562
29.9
Gross profit
25,392
33.2
5,291
Selling expenses
3,460
4.5
4,520
10.2
4,885
36.8
585
11.7
(61)
34.7
13,389
9.6
Selling expenses
3,305
4.3
Administrative expenses
3,854
5.0
1,845
4.2
1,626
12.2
1,476
29.6
(11)
6.3
8,790
6.3
Administrative expenses
3,854
5.1
18,081
23.6
3,060
6.9
(1,811)
(13.6)
37
0.7
16
(9.1)
19,383
13.9
18,216
23.8
240
0.3
190
0.4
391
2.9
35
0.7
(16)
9.1
840
0.6
126
0.2
18,321
23.9
3,250
7.3
(1,420)
(10.7)
72
1.4
20,223
14.5
18,342
24.0
134
0.2
29
0.1
109
0.8
0.1
278
0.2
Finance costs
166
0.2
Income Tax
3,622
14,554
Beer
% to
Sales
Food
% to
Sales Eliminate
% to
Sales
Total
% to
Sales
9 months of 2015
3,639
4.7
441
1.0
(449)
(3.4)
12
0.2
3,643
2.6
14,548
19.0
2,780
6.3
(1,080)
(8.1)
54
1.1
16,302
11.7
3,269
2.3
F&N/FCL results:
Net foreign exchange gain (loss)
Finance costs
(535)
(0.4)
2,734
2.0
F&N/FCL EBITDA
EBITDA from continuing operations
Beer
76,537
100.0
27,350
100.0
% to
Sales
Food
% to
Sales Eliminate
% to
Sales
Total
% to
Sales
12,445
100.0
4,926
100.0
(90)
100.0
121,169
100.0
80.7
8,959
72.0
2,970
19.3
3,487
28.0
1,956
60.3
(83)
92.2
85,050
70.2
39.7
(7)
7.8
36,119
29.8
3,066
11.2
4,329
34.8
1,389
5.1
1,445
11.6
575
11.7
(22)
24.4
11,253
9.3
1,365
27.7
(39)
43.3
8,031
6.6
836
3.1
(2,287)
(18.4)
16
118
0.4
804
6.5
21
0.3
54
(60.0)
16,835
13.9
0.4
(54)
60.0
1,015
0.8
954
3.5
(1,483)
(11.9)
37
0.8
55
0.2
152
1.2
0.1
17,850
14.7
380
0.3
4.7
169
0.6
(482)
(3.9)
0.1
3,310
2.7
19.0
730
2.7
(1,153)
(9.3)
23
0.5
14,154
11.7
3,143
2.6
Oparating results
Net foreign exchange gain (loss)
(1)
(0.0)
Finance costs
(648)
(0.5)
2,494
2.1
operations
EBITDA (loss) exclude F&N/FCL
Spirits
F&N/FCL results:
Oparating results
Non% to alcoholic
Sales beverages
% to
Sales
19,036
13.7
1,226
1.6
577
1.3
1,090
8.2
400
8.0
3,293
2.4
19,547
25.5
3,827
8.6
(330)
(2.5)
472
9.5
23,516
16.9
3,269
2.3
26,785
19.2
operations
Depreciation & Amortization
EBITDA (loss) exclude F&N/FCL
F&N/FCL EBITDA
EBITDA from continuing operations
16,648
13.7
1,206
1.6
547
2.0
1,142
9.2
378
7.7
3,273
2.7
19,548
25.5
1,501
5.5
(341)
(2.7)
415
8.4
21,123
17.4
3,142
2.6
24,265
20.0
3,820
3.2
Net profit
20,468
16.9
EBITDA
28,085
23.2
98
Increase (Decrese)
Spirits
% to
Sales
Beer
112
0.1
17,047
62.3
Cost of sales
109
0.2
12,913
0.0
Gross profit
% to
Sales
Food
% to
Sales Eliminate
% to
Sales
Total
% to
Sales
844
6.8
67
1.4
(86)
(95.6)
17,984
14.8
58.5
(369)
(4.1)
(75)
(2.5)
(37)
44.6
12,541
14.7
4,134
78.1
1,213
34.8
142
7.3
(49)
(700.0)
5,443
15.1
Selling expenses
155
4.7
1,454
47.4
556
12.8
10
1.7
(39)
(177.3)
2,136
19.0
Administrative expenses
(17)
(0.4)
456
32.8
181
12.5
111
8.1
28
71.8
759
9.5
(135)
(0.7)
2,224
266.0
476
20.8
21
131.3
(38)
(70.4)
2,548
15.1
114
90.5
72
61.0
(413)
(51.4)
14
66.7
38
70.4
(175)
(17.2)
EBIT (loss)
(21)
(0.1)
2,296
240.7
63
4.2
35
94.6
2,373
13.3
Finance costs
(32)
(19.3)
(26)
(47.3)
(43)
(28.3)
(1)
(14.3)
(102)
(26.8)
Income Tax
17
0.5
272
160.9
33
6.8
71.4
327
9.9
(6)
(0.0)
2,050
280.8
73
6.3
31
134.8
2,148
15.2
126
4.0
100.0
Finance costs
113
17.4
240
9.6
2,388
14.3
F&N/FCL results:
Oparating results
Net foreign exchange gain (loss)
20
1.7
30
5.5
(52)
(4.6)
22
5.8
20
0.6
(1)
(0.0)
2,326
155.0
11
3.2
57
13.7
2,393
11.3
F&N/FCL EBITDA
127
4.0
2,520
10.4
(3,820)
(100.0)
Net profit
(1,432)
(7.0)
EBITDA
(1,300)
(4.6)
99
Spirits Business
Beer Business
For the year ended 30 September 2016, sales revenue
was Baht 44,397 million, an increase of Baht 17,047
million, or 62.3%. This was mainly due to an increase in
sales volume. Total sales volume of beer was 669.0 million
litres, an increase of 54.5%.
Gross profit was Baht 9,425 million, an increase of Baht
4,134 million, or 78.1%. This was mainly due to an
increase in sales and a decrease in raw material costs.
Earnings before interest, tax, depreciation and
amortization (EBITDA) was Baht 3,827 million, an increase
of Baht 2,326 million, or 155.0%. This was mainly due to
an increase in gross profit although there was an increase
in staff costs and advertising and promotion expenses.
Net profit was Baht 2,780 million, an increase of Baht
2,050 million, or 280.8%. This was mainly due to an
increase in EBITDA and a decrease in finance costs
although there was an increase in income tax.
100
Food Business
Financial Position
Assets
Total assets as at 30 September 2016 was Baht 187,653
million, an increase of Baht 5,636 million or 3.1%
compared with total assets at the end of 2015. An
increase in current assets of Baht 1,976 million was mainly
due to an increase in cash and cash equivalents and
inventory although there was a decrease in trade accounts
receivable. An increase in non-current assets of Baht
3,660 million was mainly due to an increase in
property,plant and equipment and an increase in
investments in associates from realized profit.
Liabilities
Total liabilities as at 30 September 2016 was Baht 63,941
million, an increase of Baht 1,190 million or 1.9%
compared with total liabilities at the end of 2015. This was
mainly due to a net increase in bank overdrafts and loans
from financial institutions.
The periods to maturity of interest-bearing debts were as
follows.
Shareholders Equity
Total equity as at 30 September 2016 was Baht 123,712
million, an increase of Baht 4,446 million or 3.7%
compared with the equity at the end of 2015.
This was mainly due to an increase in net retained earnings
from the profit for the period and dividend payment.
Liquidity
Cash and cash equivalents, as at 30 September 2016, was
Baht 5,059 million. The net increase from the beginning of
the period was Baht 1,569 million. Details of activities
were as follows.
Unit: Million Baht
Net cash from operating activities
18,488
(446)
(15,603)
2,439
(870)
1,569
18,996
25,089
2,000
46,085
3,490
5,059
101
102
103
Shareholder Returns
Dividends
The current policy of the Board of Directors is to recommend to our shareholders a dividend of not less than 50%
of net profits after deduction of all specified reserve, subject to investments plan and as the Board of Directors deems
appropriate.
For the nine-month period ended 30 September 2016, the Board of Directors has recommended total dividend of Baht
15,066.02 million.
Financial Ratios
30 September
2016
31 December
2558
1.53
1.45
0.52
0.53
0.37
0.37
0.33
0.34
1.16
1.11
4.78
4.62
30 September
2016
30 September
2015
0.75
0.81
56
48
10
24
26
Jan-Sep
Year 2016
Jan-Dec
Year 2015
15,066.02
15,317.12
25,110
25,110
0.20
0.15
0.40
0.46
0.60
0.61
80.00
58.10
80.00
67.78
0.75
1.05
25,110
25,110
104
Risk Management
105
Risk Management
Risk Management
ThaiBev Group places importance on risk management, which forms a part of corporate governance and significantly
encourages the Group to achieve goals and objectives; to add value to the organization, shareholders, and stakeholders;
and to enable the Groups stable and sustainable growth. The Board, who is responsible for overseeing the organizations
risks, established the Risk Management Committee to support the Board on the oversight of the ThaiBev Groups
enterprise risk management. The enterprise risk management process and the oversight of the Risk Management
Committee can be illustrated in the diagram below.
Board of Directors
Risk Management
Committee
Risk Appetite
Definition
Risk Identincation
Spirit
Product
Group
Strategy &
Business Objectives
Monitoring &
Control Activities
Beer
Product
Group
NonAlcoholic
Beverage
Product
Group
Brand
Investment
Management
Route-toMarket
Finance
Technology
and
Engineering
Supply
Chain
Management
Human
Capital
Stable and
Sustainable
ASEAN
Leader
Risk Assessment
& Prioritization
Risk Response
Evaluation
& Reporting
Vision, Mission
& Core Values
Audit Committee
106
Risk Management
107
Risk Management
With regard to the beer business that has set its vision to
become the market leader in Thailand by the year 2020
and to achieve profitability according to the standards of
the global leading beverage companies, the Company
places emphasis on innovation, such as launching products
and devising strategies to capture the market share and
drive sales across distribution channels, including carrying
out creative marketing activities in order to effectively
communicate with the target groups. The Company saw
the significant increase in sales and market share after the
launch of new Chang Classic beer on 19 August 2015,
which also shifts the ability to adjust the selling price in
alignment with the current stronger brand equity and
image than those of the rivals in all dimensions, with
steadily increasing trend. Moreover, the Company also has
a policy on controlling the cost of production and selling
expenses, particularly promotional and advertising
expenses, to ensure the highest efficiency and
effectiveness.
For the non-alcoholic beverage business during the first
nine months of 2016, the domestic carbonated soft drink
market and the domestic ready-to-drink tea market still
saw intense competition in terms of marketing and price
among the existing major operators, especially through the
sales promotions to wrest the market share from the other
players. The carbonated soft drinks under the brand est
and the ready-to-drink tea under the brand Oishi have
launched the new products that match modern lifestyle of
consumers. This includes the ready-to-drink herbal tea
under the brand Jubjai and the isotonic sports drink
under the brand 100Plus, which were launched into the
domestic market in the prior year, to respond to the health
concerns of the modern consumers. The Company has
advertised them through the new media that fit the
lifestyle of the target consumers. The continuous
marketing activities and sales promotions to maintain and
capture more market share, result in the Companys
growth in terms of overall sales and the brands strength
despite the decline of the market growth. The drinking
water under the Companys brands Chang and Crystal,
when combined together, has the number one market share
for the domestic drinking water market. The marketing
campaigns are mainly focused on promotional price to
maintain and increase the market share. For the non-alcoholic
beverage in the soda water sector, the Company has
developed and launched a new brand under the name
Rock Mountain with the emphasis on the right taste as
the perfect mixer for alcoholic beverages, as well as a
provision of support on the alcoholic beverage business.
To achieve Vision 2020, the non-alcoholic beverage
business has launched its major brand products in the key
regions of Asia through strong distribution networks by
partnering with F&N, a business alliance of ThaiBev Group,
108
Risk Management
Risk Management
109
110
Risk Management
Risk Management
111
112
113
114
Credit Ratings
Credit Ratings
Note: Thailand is rated AAA and Baa1 by TRIS and Moodys, respectively while Thailand is rated AAA
for national rating and BBB+ for international rating by Fitch
The ratings are subject to revision or withdrawal by TRIS, Moodys and Fitch following their respective
annual reviews of ThaiBevs credit worthiness and/or when there are material changes to their
opinions and/or rating methodologies
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 SGX Listing Manual (Listing Manual), and the principles and
guidelines of the Code of Corporate Governance 2012 (CG Code 2012). ThaiBev has sought to comply with the
CG Code 2012 to the extent possible.
ThaiBev, which is a Thai company listed on the Main Board of Singapore Exchange Securities Trading Limited (SGX), has
received the Most Transparent Company Award in the Foreign Listings Category from Securities Investors Association
(Singapore) (SIAS) in 2009, 2014 and 2016 and received Runner-Up awards in 2010, 2012 and 2013.
A. Board Matters
Principle 1: The Boards Conduct of Affairs
Our Board of Directors (Board) oversees the Companys 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 Companys website: http://www.thaibev.com/
en08/sustainability.aspx?sublv1gID=169.
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 1 December 2016, the Board comprises the following Directors, namely:
1. Mr. Charoen Sirivadhanabhakdi
Chairman
Vice Chairman
Vice Chairman
Director
Director
Independent Director
Independent Director
Independent Director
Independent Director
115
116
Director
Director
Various Board committees, including Audit Committee, Nomination Committee, Remuneration Committee,
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 Boards 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.
Ms. Vaewmanee Soponpinij is the Company Secretary and the Secretary to the Board of Directors and
Ms. Nantika Ninvoraskul is the Assistant Secretary to the Board of Directors.
Training
All Directors have undergone and passed the Director Accreditation Program (DAP) of the Thai Institute of Directors.
Certain Directors have also received accreditation under the Director Certification Program (DCP) of the same institution.
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 2012, in order to act as Directors and Executives of the Company
appropriately.
A detailed training session and refresher on the Listing Manual and other rules and regulations as applicable to the
Company was also provided by our compliance advisor 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 of Directors Meeting, the Executive Committee Meeting, and/or via
e-mail, depending on the circumstances.
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 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. Manu Leopairote and Mr. Ng Tat Pun. 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,
affiliates 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 financial reporting process of the Company, internal control and internal
audit systems, compliance with laws relating to the business of the Company, connected transactions, interested person
transactions or transactions which may give rise to conflicts of interest, as well as considering and selecting the
Companys and its subsidiaries external auditors, etc. 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 9-month fiscal period ended 30 September 2016.
Nomination Committee
The Board established the Nomination Committee (NC). The NC consists of Mr. Prasit Kovilaikool, Mr. Manu Leopairote
and Khunying Wanna Sirivadhanabhakdi. 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 occasionally 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.
117
118
Remuneration Committee
Executive Committee
The Board established the Remuneration Committee (RC). The RC consists of three Independent Directors, namely,
Mr. Prasit Kovilaikool, Prof. Kanung Luchai and Mr. Manu Leopairote. The Chairman of the RC is Mr. Prasit Kovilaikool.
Mr. Thidi Suwanarat is the Secretary to the RC.
The Board appointed an Executive Committee, which comprises Directors and top Executives. As at 1 December 2016,
the Executive Committee had 21 members, namely:
Executive Chairman
Ms. Vaewmanee Soponpinij is the Secretary to the Executive Committee and Ms. Nantika Ninvoraskul is the Assistant
Secretary to the Executive Committee.
To enhance the Companys 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.
119
120
Prepare and propose business plans, targets, operational plans, business strategies and annual budgets of the
Company and its subsidiary companies to the Board;
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 Companys policy and for the best interest of the
Company.
Determine and propose business plans, budgets and management roles and responsibilities of the Company and its
subsidiary companies to the Board for approval;
The Executive Committee meets normally once a month to discuss the Companys business administration, except in case
of urgency wherein the meeting will be held as deemed necessary.
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;
Management Committee
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 Companys 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.
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 1 December 2016, the MC consists of 16 members, namely, Mr. Thapana Sirivadhanabhakdi, Mr. Ueychai Tantha-Obhas,
Mr. Sithichai Chaikriangkrai, Dr. Pisanu Vichiensanth, Mr. Prapakon Thongtheppairot, Mr. Edmond Neo Kim Soon,
Mr. Kosit Suksingha, Dr. Agapol Na Songkhla, Mr. Vivek Chhabra, Mr. Marut Buranasetkul, Mr. Kamolnai Chaixanien,
Ms. Vaewmanee Soponpinij, Mr. Jean Lebreton, Mr. Pramote Hassamontr, Mr. Banjong Chintanasiri and Ms. Tientip Narach.
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.
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 seven members from various units. Mr. Narong
Srisa-an is the Chairman of the IC and Mr. Thapana Sirivadhanabhakdi is the Vice Chairman of the IC. 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.
Following the business plan under the Vision 2020 of the President and CEO, the executive committees have been
arranged to support and strengthen the management capacity of each business group by establishing the Group Steering
Committee.
The Group Steering Committee (GSC) consists of 9 Executives from the domestic and international business groups,
namely, Mr. Thapana Sirivadhanabhakdi, Mr. Koh Poh Tiong, Mr. Somchai Bulsook, Mr. Ueychai Tantha-Obhas,
Dato Jorgen Bornhoft, Mr. Sithichai Chaikriangkrai, Dr. Pisanu Vichiensanth, Mr. Prapakon Thongtheppairot,
Mr. Edmond Neo Kim Soon, Mr. Lee Meng Tat, and Mr. Pramote Phornprapa. The Chairman of the GSC is
Mr. Thapana Sirivadhanabhakdi and Ms. Nantika Ninvoraskul is the Secretary to the GSC.
From 1 January 2016 to 30 September 2016, the Company held Board meetings, 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:
121
122
123
Board
AC
NC
RC
RMC(17)
Executive
Committee
Board
AC
NC
RC
RMC(17)
Executive
Committee
5/5
9/9
2/3
8/9
4/5
3/3
8/9
3/5
3/3
7/9
1/3
3/9
5/5
2/3
9/9
4/5
2/3
8/9
5/5
4/4
3/3
2/2
4/5
4/4
1/2
5/5
4/4
3/3
2/2
5/5
4/4
4/5
5/5
5/5
5/5
5/5
5/5
4/5
1/3
7/9
5/5
3/3
9/9
5/5
1/3
9/9
5/5
3/3
9/9
1/3
7/9
1/3
4/9
2/3
9/9
3/3
9/9
1/3
2/3
8/9
2/3
6/9
3/3
9/9
Name(16)
Thongtheppairot(5)
Songkhla(8)
Name(16)
Remarks: (1)
Mr. Komen Tantiwiwatthanaphan ceased to be a Director on 13 July 2016 and ceased to be an Executive Vice Chairman on
26 August 2016 due to his health condition.
(2)
Mr. Ueychai Tantha-Obhas, Director and Executive Vice President Spirit Product Group, was promoted to Director and Senior
Executive Vice President Route to Market on 1 October 2016.
(3)
Mr. Sithichai Chaikriangkrai, Director and Executive Vice President Finance, was promoted to Director and Senior Executive
Vice President Finance on 1 October 2016.
(4)
Dr. Pisanu Vichiensanth, Director and Executive Vice President Technology and Engineering, was promoted to Director and
Senior Executive Vice President Technology and Engineering on 1 October 2016.
(5)
Mr. Prapakon Thongtheppairot, Senior Vice President Beer Product Group, was promoted to Executive Vice President Spirit
Product Group on 1 October 2016.
(6)
Mr. Edmond Neo Kim Soon was appointed to be Senior Vice President Beer Business (Thailand) since 1 June 2016, and was
promoted to Executive Vice President Beer Product Group on 1 October 2016.
(7)
Mr. Kosit Suksingha, Senior Vice President Supply Chain Management, was promoted to Executive Vice President Supply
Chain Management on 1 October 2016.
(8)
Dr. Agapol Na Songkhla, Senior Vice President Human Capital, was promoted to Executive Vice President Human Capital on
1 October 2016.
(9)
Mr. Vivek Chhabra was appointed to be Senior Vice President NonAlcoholic Beverage Business (Thailand) on 1 June 2016.
(10) Mr. Marut Buranasetkul, Senior Vice President, previously overseeing the NonAlcoholic Beverage Product Group, was
appointed to oversee the Japanese Food and Beverage Business, on 1 June 2016.
(11) Mr. Vichate Tantiwanich ceased from being a member of Executive Committee and Senior Vice President - Corporate Affairs
on 1 December 2016 due to his resignation.
(12) Mr. Jean Lebreton, Senior Vice President, previously overseeing Strategy, was appointed to oversee the Sustainable Business
Development on 1 October 2016.
(13) Mr. Pramote Hassamontr was appointed to be Senior Vice President Office of Spirit Production on 1 October 2016.
(14) Mr. Banjong Chintanasiri was appointed to be Senior Vice President Accounting on 1 October 2016.
(15) Ms. Tientip Narach was appointed to be Senior Vice President Finance and Accounting since 1 May 2016, and was appointed
to oversee the Treasury on 1 October 2016.
(16) Mr. Kamolnai Chaixanien was appointed to be Senior Vice President Corporate Affairs on 1 December 2016.
(17) Another one member of management who is a member of the RMC, Mr. Mahin Kraivixien, attended all RMC meetings in 2016.
124
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
Singapores CG Code 2012. An independent director under the CG Code 2012 is one who has no relationships with the
Company, its related corporations, its 10% shareholders or its officers that could interfere, or be reasonably perceived to
interfere, with the exercise of the directors 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 CG Code 2012 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 is of the opinion with the concurrence of the NC that the Independent Directors who consist of
Prof. Kanung Luchai, Mr. Manu Leopairote, Mr. Ng Tat Pun, Mr. Michael Lau Hwai Keong, Dr. Sakthip Krairiksh,
Prof. Pornchai Matangkasombut, and Gen. Dr. Choo-Chat Kambhu Na Ayudhya, totalling seven persons, should each
continue serving as Independent Directors of the Company, notwithstanding that their tenures have exceeded
9 consecutive years. The Board has considered and found that each of them had actively expressed their independent
opinions with regard to the Companys business operations and the recommendations of Management, and have continued
to be able 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.
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.
In the year 2016, the Lead Independent Director, Mr. Prasit Kovilaikool, requested to hold one meeting for Independent
Directors to meet in May 2016. The Independent Directors observed and exchanged contributive suggestions for the
further improvement of the Companys business operation efficiency.
(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.
125
126
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-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 and proposed it to the Board for approval.
For key information regarding each of the Directors, please refer to Profile of Directors & Key Management in our 2016
Annual Report.
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 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.
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 Companys expense.
B. Remuneration Matters
Principle 7: Procedure 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) at the time
of their respective employment or renewal (where applicable) including considering the Companys 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 Directors fees, salaries, allowances, bonuses, and benefits-in-kind. The RC, as part of its
recommendation of specific remuneration packages for each Director and key Executive, also reviews the Companys
obligations arising in the event of termination in such remuneration packages to ensure that the termination clauses are
fair and reasonable.
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.
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 determination of the level and band of remuneration of the Directors, Executive Directors, and top Executives 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 2012.
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, having a Compliance Manager responsible for this Unit
under 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. During the last fiscal year being the 9-month period ended 30 September 2016, the Company
Secretary attended all Board and Executive Committee meetings.
In this regard, the Company has 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.
127
128
129
Types of Remuneration
The Companys Long Term Incentive Plan (LTIP) was approved by the 2016 Annual General Meeting of Shareholders
dated 28 April 2016 (2016 AGM). The LTIP will help to enhance the ThaiBev Groups competitiveness in retaining and
attracting talented Group Employees (as defined in the LTIP) and the LTIP will also be useful for the purposes 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.
Name of Directors
(executive capacity)
Remuneration Directors
band
fees (%)
Salaries
(%)
Bonuses as
well as funds
paid based on
the operating
results of the Other
benefits
Company
(%)
(%)
Compensation
in a form of
shares and
long-term
benefits
(%)
The Board established the Long Term Incentive Plan Committee (LTIP Committee). The LTIP Committee consists of
4 Directors, namely, Mr. Narong Srisa-an, Mr. Prasit Kovilaikool, Mr. Michael Lau Hwai Keong, and Mr. Thapana
Sirivadhanabhakdi. The Chairman of the LTIP Committee is Mr. Narong Srisa-an. Dr. Agapol Na Songkhla is the Secretary
to the LTIP Committee.
80
20
80
20
48
52
In this regard, the LTIP Committee has the roles and responsibilities according to the Companys 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 of the LTIP, whether the plan should
be terminated within a maximum period of 5 years from the date of project commencement, and any alterations to the
LTIP at any time.
76
24
74
26
47
53
54
46
54
46
52
48
In providing details of remuneration of the Directors (including those who are in an executive capacity) of the Company,
the new fiscal year ending 30 September was taken into account. The information has therefore been provided with
reference to the 12-month period from 1 October 2015 to 30 September 2016 (assuming a foreign exchange rate of
SGD 1 = Baht 26) 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. The disclosure of the
remuneration of Directors on an annualised basis, for the 12-month period from 1 October 2015 to 30 September 2016,
will help to facilitate comparisons and benchmarking across the industry.
54
46
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 Companys
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).
Remarks: (1)
Mr. Komen Tantiwiwatthanaphan ceased to be a Director on 13 July 2016 and to be an Executive Vice Chairman on
26 August 2016 due to his health condition.
(2)
Mr. Ueychai Tantha-Obhas, Director and Executive Vice President Spirit Product Group, was promoted to Director and Senior
Executive Vice President Route to Market on 1 October 2016.
(3)
Mr. Sithichai Chaikriangkrai, Director and Executive Vice President Finance, was promoted to Director and Senior Executive
Vice President Finance on 1 October 2016.
(4)
Dr. Pisanu Vichiensanth, Director and Executive Vice President Technology and Engineering, was promoted to Director and
Senior Executive Vice President Technology and Engineering on 1 October 2016.
Types of Remuneration
Remuneration bands:
A
Name of Directors
(non-executive capacity)
Total
Remuneration Directors
(SGD)
fees (%)
Salaries
(%)
Bonuses as
well as funds
paid based on
the operating
results of the Other
benefits
Company
(%)
(%)
Compensation
in a form of
shares and
long-term
benefits
(%)
253,000
54
46
126,000
54
46
152,000
54
46
130
Types of Remuneration
Total
Remuneration Directors
(SGD)
fees (%)
Name of Directors
(non-executive capacity)
131
Bonuses as
well as funds
paid based on
the operating
results of the Other
benefits
Company
(%)
(%)
Salaries
(%)
Types of Remuneration
Compensation
in a form of
shares and
long-term
benefits
(%)
Remuneration
on band
Salaries
%
Bonuses as
Compensation
well as funds
in a form of
paid based on
shares and
the operating
long-term
results of the
benefits
Company
Other benefits
%
%
%
101,000
54
46
63
37
59,000
54
46
68
32
59,000
54
46
67
33
59,000
54
46
59
41
59,000
54
46
65
35
59,000
54
46
59,000
54
46
9.2
In providing details of remuneration of the top 10 Executives (excluding persons who are Directors or the CEO) of the
Company, the new fiscal year ending 30 September was taken into account. The information has therefore been provided
with reference to the 12-month period from 1 October 2015 to 30 September 2016 (assuming a foreign exchange rate
of SGD 1 = Baht 26) 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). The disclosure of the remuneration of the Executives on an annualised
basis, for the 12-month period from 1 October 2015 to 30 September 2016, will help to facilitate comparisons and
benchmarking across the industry.
Types of Remuneration
Bonuses as
Compensation
well as funds
in a form of
paid based on
shares and
the operating
long-term
results of the
benefits
Company
Other benefits
%
%
%
Remuneration
on band
Salaries
%
54
46
74
26
76
24
76
24
100
Names of Top
Executives(10)(11)(12)
Remarks: (1)
Mr. Prapakon Thongtheppairot, Senior Vice President Beer Product Group, was promoted to Executive Vice President - Spirit
Product Group on 1 October 2016.
(2)
Mr. Edmond Neo Kim Soon was appointed to be Senior Vice President Beer Business (Thailand) on 1 June 2016, and was
promoted to Executive Vice President Beer Product Group on 1 October 2016.
(3)
Mr. Kosit Suksingha, Senior Vice President Supply Chain Management, was promoted to Executive Vice President Supply
Chain Management on 1 October 2016.
(4)
Dr. Agapol Na Songkhla, Senior Vice President Human Capital, was promoted to Executive Vice President Human Capital on
1 October 2016.
(5)
Mr. Vivek Chhabra was appointed to be Senior Vice President NonAlcoholic Beverage Business (Thailand) on 1 June 2016.
(6)
Mr. Marut Buranasetkul, Senior Vice President, previously overseeing the NonAlcoholic Beverage Product Group, was
appointed to oversee the Japanese Food and Beverage Business, on 1 June 2016.
(7)
Mr. Vichate Tantiwanich ceased from being a member of Executive Committee and Senior Vice President - Corporate Affairs
on 1 December 2016 due to his resignation.
(8)
Mr. Jean Lebreton, Senior Vice President, previously overseeing Strategy, was appointed to oversee the Sustainable Business
Development on 1 October 2016.
(9)
Ms. Tientip Narach was appointed to be Senior Vice President Finance and Accounting on 1 May 2016, and was appointed to
oversee the Treasury on 1 October 2016.
(10) Mr. Pramote Hassamontr was appointed to be Senior Vice President Office of Spirit Production on 1 October 2016.
(11) Mr. Banjong Chintanasiri was appointed to be Senior Vice President Accounting on 1 October 2016.
(12) Mr. Kamolnai Chaixanien was appointed to be Senior Vice President Corporate Affairs on 1 October 2016.
The aggregate amount of the total remuneration paid to the top 10 Executives (excluding persons who are Directors or
the CEO) for the 12-month period from 1 October 2015 to 30 September 2016 is SGD 5,034,000.
During the 12-month period from 1 October 2015 to 30 September 2016, 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).
Other than Mr. Thapana Sirivadhanabhakdi and Mr. Panote Sirivadhanabhakdi, who are the sons of our Directors,
Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi, and Directors themselves, the following
employees of ThaiBev and/or its subsidiaries are immediate family of a Director or the CEO and whose remuneration
exceeds SGD 50,000 for the 12-month period from 1 October 2015 to 30 September 2016:
132
Name of employee
1. Dr. Karndee Leopairote,
daughter of Mr. Manu Leopairote,
Independent Director and Audit
Committee Member
Position
Managing Director
C A C Co., Ltd. (subsidiary of ThaiBev)
Identify material corporate risks, set risk assessment criteria and risk appetite to manage high level risks.
Conduct a risk assessment according to risk assessment criteria.
Set risk responses for the 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.
50,001 100,000
The remuneration of Mr. Charoen Sirivadhanabhakdi, Khunying Wanna Sirivadhanabhakdi, Mr. Thapana Sirivadhanabhakdi
and Mr. Panote Sirivadhanabhakdi has been disclosed in our 2016 Annual Report.
Please refer to the Risk Management information in our 2016 Annual Report, in which the RMC reported 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 Companys assets. In this regard, the Board established an 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 structure, strategy and risk owners, 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 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 Groups business operations to be used as practical guidelines for all
our Directors, Executives and employees, including the Companys 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 Companys 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.
Furthermore, the Board has a policy for the Company, Directors and Executives on dealing in the Companys securities.
The Company, Directors and Executives of the Company are prohibited from dealing in the Companys securities from the
date commencing two weeks before the announcement of the Company financial statements for each of the first three
quarters of the Companys fiscal year and one month before the announcement of the Companys 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 external auditors, reviews and reports to the Board at least annually on
the adequacy and effectiveness of the Companys 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 Companys 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 Companys 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 Thailands 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 9-month fiscal
period ended 30 September 2016, the Company had in place adequate and effective internal controls including financial,
operational, compliance and information technology controls.
133
134
Additionally, the Board, with the assistance of the RMC and the AC, annually reviews the adequacy and effectiveness of
the Companys risk management and overall internal control systems. Based on the internal controls and the risk
management processes established and maintained by the Company, 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
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 that ThaiBev Group has in place adequate and effective
internal controls and risk management systems which are considered relevant and material to the current ThaiBev Groups
business and operations, the Board, with the concurrence of the AC, is of the opinion that throughout the 9-month fiscal
period ended 30 September 2016, ThaiBev Group had in place adequate and effective internal controls addressing
financial, operational, compliance and information technology risks and risk management systems which are considered
relevant and material to the current ThaiBev Groups business operations.
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.
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.
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 auditors, the personnel of
the Office of Internal Audit and Executives according to the relevant topics. In the 9-month fiscal period ended
30 September 2016, apart from ordinary meetings, the AC held a private meeting with the internal and external auditors,
without the presence of the Management.
According to the financial statements for the 9-month fiscal period ended 30 September 2016, 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 55.26 million and Baht 7.7 million, respectively. In addition, fees for non-audit
services which were paid to KPMG Thailand and other auditors amounted to approximately Baht 2.86 million, and
Baht 4.37 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 ACs opinion,
affect the independence of KPMG Thailand and the said other auditors.
KPMG Thailand, the Companys external auditor, has briefed the AC at the AC meetings on the change of the Companys
fiscal year, from the 12-month period beginning on 1 January and ending on 31 December of each year to the 12-month
period beginning on 1 October and ending on 30 September of each year. The first fiscal year of 2016 immediately
following the said change in fiscal year end would be the period of 9 months, from 1 January 2016 to 30 September 2016.
The briefings by the external auditor included relevant changes to accounting standards and issues which have a direct
impact on the Companys financial statements.
The ThaiBev Group has in place a Whistleblowing Policy (Policy) that provides a channel for all ThaiBevs 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 Companys website. The AC has
considered the said Policy and will ensure that independent investigations of the raised matters and any appropriate
follow-up actions are carried out.
135
136
During the year, 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 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 also given relevant training and development opportunities to update
their technical knowledge and auditing skills. In addition, they are promoted and supported the improvement of their
expertise so as to become qualified as certified internal auditors or to attain other related professional certifications.
The AC shall annually evaluate the performance of ThaiBev IA to ensure that ThaiBev IA has adequate resources and
appropriate standing within the Company to perform its function effectively.
In the 2016 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 rules of the SGX as set out in the Listing Manual regarding the requirement of holding of general
meetings in Singapore, Rule 730A 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, 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 ThaiBevs 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 ThaiBevs
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 2016, the Company held an annual information meeting on
18 May 2016 in order to provide a forum for interaction between ThaiBev and 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 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.
137
138
139
As appointed by the Board of Directors, the Audit Committee comprises four independent directors, led by Mr. Prasit Kovilaikool
as Chairman, and three Committee Members, namely, Prof. Kanung Luchai, Mr. Manu Leopairote, and Mr. Ng Tat Pun, who are competent
and qualified to independently discharge their duties assigned by the Board of Directors and specified in the Audit Committee Charter.
The duties include the review of financial reporting, interested person transactions, internal controls, compliance with applicable laws
and regulations, the oversight of the internal audit function and nomination of the external auditor, as well as its fees.
I have audited the accompanying consolidated and separate financial statements of Thai Beverage Public Company Limited and its
subsidiaries (the Group) and of Thai Beverage Public Company Limited (the Company), respectively, which comprise the
consolidated and separate statements of financial position as at 30 September 2016, the consolidated and separate statements
of income and comprehensive income, changes in equity and cash flows for the nine-month period then ended, and notes,
comprising a summary of significant accounting policies and other explanatory information.
With reference to the change of the Companys fiscal year from beginning on 1 January and ending on 31 December of each year
to beginning on 1 October and ending on 30 September of each year, the first changed fiscal year of 2016 covered the period
of 9 months from 1 January 2016 to 30 September 2016. In the said fiscal period, the Audit Committee held five meetings
which the attendance of each committee member is presented in the Corporate Governance Report in the Annual Report.
The performance of the Audit Committee in its essence can be summarized as follows:
1. Review of Financial Reporting: The Audit Committee reviewed essential information of the Companys 2016 quarterly and annual
financial statements and consolidated financial statements, which were prepared in accordance with Thai Financial Reporting Standards
(TFRS) in conformance with International Financial Reporting Standards (IFRS), jointly with the external auditors, senior executives
and Vice President of the Office of Internal Audit. The review results concluded that the Company had prepared its financial reporting
comprehensively and credibly in conformance with legal requirements and financial reporting standards, and with adequate information
disclosure. These aforementioned financial statements were reviewed and audited by the external auditors with unqualified review
and opinion given.
In addition, the Audit Committee held a meeting with the external and internal auditors without the presence of the Management
to freely discuss the scope of audits, material data for preparation of the financial statements and information disclosure, and major
obstacles encountered during the audits, which were reported that they had no material observation, difficulty, limitation including
significant disagreements with the Management.
2. Review of Interested Person Transactions: The Audit Committee reviewed interested person transactions that the Company
entered into with interested persons and transactions that may lead to conflict of interests. The review result noted the Companys
compliance with the Company Shareholders Mandate for the interested person transactions. The interested person transactions were
undertaken on an arms length basis, reasonable, on normal commercial terms and for the best interest of the Company with appropriate
approval procedures, including disclosed information sufficiently, accurately and completely.
3. Review of Internal Control System: The Audit Committee quarterly reviewed the internal control system based on the audit results
reported by the Office of Internal Audit and annually assessed the internal controls by using the assessment form of adequacy
and effectiveness of internal control system, guided by the internal control framework of the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). The results indicated that the internal controls were adequate, effective and appropriate to the
Companys business operations, corresponding to the views of the external auditors in similar assessment on the Companys internal
controls relating to the financial reporting preparation that no material findings or deficiencies were found.
4. Supervision of Internal Audit: The Audit Committee oversees the Companys internal audits including approval of annual audit plan,
evaluation of internal audit performance, oversight of the Office of Internal Audit to independently perform the duties by having it report
directly to the Audit Committee and provision of advice on its performance to be in accordance with the International Standards for
the Professional Practice of Internal Auditing (the Standards) and the approved audit plan. The Audit Committee found that the internal
audits had achieved the established goals and plans.
5. Review of Compliance with Applicable Laws and Regulations: The Audit Committee reviewed and supervised the Companys
operations in strict compliance with legislation related to securities and stock exchange, including regulations and requirements related
to business operations. In the nine-month fiscal period ended 30 September 2016, no violation had been found.
6. Nomination of the External Auditor and Determination of the Audit Fee for 2017: In selecting the external auditor, the Audit
Committee reviewed the external auditors performance, insight and competencies, proficiencies, independence, previous years audit
fees and non-audit fees, including the scope of the said non-audit services provided and confirmed that the independence of the external
auditor would not be affected before recommending the Board of Directors to propose to the Shareholders at the Annual General Meeting
for approval on the appointment of KPMG Phoomchai Audit Ltd. as the Companys external auditor for the year 2017 and the auditors
remuneration amounting to Baht 9.47 million. In addition, the Audit Committee endorsed four indirect overseas subsidiaries to appoint
their external auditors for the fiscal period 2016 different from the Companys. The Audit Committee considered that the appointment
would not compromise the standard and effectiveness of the audit of the Company, in compliance with the Rule of the Singapore
Exchange.
In summary, for the nine-month fiscal period ended 30 September 2016, the Audit Committee exercised its competency and adequate
independence for overseeing the Companys operation according to the duties and responsibilities determined in its charter, and was of
the opinion that the Company had prepared essential and credible financial reporting in accordance with the financial reporting standards,
that interested person transactions or transactions that may give rise to conflict of interest were reasonably conducted for the best
interest of the Company and adequately disclosed, that it commanded good corporate governance, and adequate, appropriate and
effective internal control system, and that it had fully complied with all relevant legislation and regulations for its businesses.
(Nittaya Chetchotiros)
Certified Public Accountant
Registration No. 4439
KPMG Phoomchai Audit Ltd.
Bangkok
18 November 2016
140
Financial Statements
Financial Statements
Consolidated
financial statements
Note
141
30 September
2016
Separate
financial statements
31 December 30 September
31 December
2016
2015
2015
Consolidated
financial statements
Note
30 September
2016
Separate
financial statements
31 December 30 September
31 December
2016
2015
2015
Assets
Current assets
Current liabilities
Current investments
Trade accounts receivable
4, 6
Other receivables
5,059,219
3,489,986
1,734,302
594,577
3,963
3,962
2,588,209
3,906,403
454,969
2,440,775
721,253
594,138
92
17,312
418,741
792,972
7,030,836
7,055,502
Inventories
38,145,322
35,204,112
3,167,189
4,136,088
47,879
21,767
50,103,896
48,127,661
9,268,078
10,129,933
18
3,495,328
7,842,092
4, 19
4,532,296
4,850,977
20
5,298,375
5,003,271
215,390
184,108
18
1,000,000
18
15,500,615
9,532,044
14,955,640
8,878,541
4, 18
315,358
271,282
50,838,947
32,370,750
1,716,489
2,266,910
114,436
1,799
19,104
32,628
1,941,153
2,291,075
308,279
79,342
32,818,718
33,090,279
68,422,242
47,144,019
4, 18
104
104
1,264,536
1,316,504
18
2,000,000
1,000,000
18
25,089,353
24,883,036
24,763,289
23,955,008
16
1,026,732
820,008
22
2,886,553
2,817,220
201,261
200,109
119,617
140,622
122
122
31,122,359
29,660,990
26,229,208
25,471,743
Total liabilities
63,941,077
62,751,269
94,651,450
72,615,762
Investments in associates
10
78,462,833
75,736,975
Investments in subsidiaries
11
167,792,016
142,490,266
275,378
266,946
97,821
88,273
11,467
12,987
Investment properties
13
1,208,503
1,261,244
14
47,870,826
46,921,247
95,707
78,292
Goodwill
15
7,025,111
7,050,851
212,191
177,140
42,040
34,971
Leasehold rights
137,893
151,238
16
372,056
417,448
34,335
36,875
17
1,886,819
1,817,759
261,028
268,059
137,549,431
133,889,121
168,236,593
142,921,450
21
Non-current liabilities
5,629,479
Other payables
1,989,550
187,653,327
182,016,782
177,504,671
153,051,383
142
Financial Statements
Financial Statements
Statement of income
Consolidated
financial statements
Note
30 September
2016
Separate
financial statements
31 December 30 September
31 December
2016
2015
2015
Consolidated
financial statements
Equity
Share capital:
Note
25,155,025
29,000,000
25,155,025
29,000,000
25,110,025
25,110,025
25,110,025
25,110,025
(19,718,440)
31,035
31,035
23
17,215,737
17,215,737
17,215,737
17,215,737
24
2,900,000
2,900,000
2,900,000
2,900,000
86,796,632
84,385,026
37,596,424
35,178,824
7,765,846
5,992,932
120,069,800
115,885,280
82,853,221
80,435,621
3,642,450
3,380,233
123,712,250
119,265,513
82,853,221
80,435,621
control transactions
Retained earnings:
Appropriated - legal reserve
Unappropriated
Other components of equity
24
For the
nine-month
period ended
30 September
2016
Separate
financial statements
For the
nine-month
For the
year ended period ended
31 December 30 September
For the
year ended
31 December
2016
2015
2015
23
143
12
187,653,327
182,016,782
177,504,671
153,051,383
Income
Revenue from sale of goods
Management fees
Dividend income
Interest income
25
4, 33
139,152,663
172,049,209
5,158,683
3,867,285
4, 11
4,984
2,901
17,369,640
9,583,848
37,490
18,880
218,744
768,580
49,922
189,417
66,353
642,515
1,159,083
2,406
13,120
139,887,574
173,419,490
22,815,826
14,232,833
4, 7
97,590,784
121,830,030
1,448,797
1,626,240
Selling expenses
4, 27
13,388,906
15,552,968
Administrative expenses
4, 28
8,790,385
11,475,266
384,568
512,237
96,920
813,036
1,363,086
1,678,840
2,217,706
120,583,111
150,221,350
3,512,205
4,453,103
4, 10
3,847,973
4, 10
3,374,649
3,925,609
22,679,112
30,971,722
19,303,621
9,779,730
32
(3,642,816)
(4,508,084)
(316,865)
(64,444)
19,036,296
26,463,638
18,986,756
9,715,286
18,919,624
26,463,319
18,986,756
9,715,286
Other income
4, 26
Total income
Expenses
Cost of sale of goods
Cost of rendering of services
25
4, 31
Total expenses
Share of profit from disposal of interest in
associate, net of income tax
Share of profit of investment in associates,
net of income tax
Profit before income tax expense
Income tax expense
Profit for the period / year
Profit attributable to:
Owners of the Company
Non-controlling interests
12
34
116,672
319
19,036,296
26,463,638
18,986,756
9,715,286
0.75
1.05
0.76
0.39
Non-controlling interests
9,715,286
22
75,358
(109,384)
4,325
(15,107)
32
(14,725)
24,519
(865)
3,023
60,633
(84,865)
3,460
(12,084)
2,136,647
1,147,720
(1,532,917)
2,401,154
14
1,730,671
8,726
32
(337,486)
20,340
2,005,641
3,569,214
2,066,274
3,484,349
3,460
(12,084)
21,102,570
29,947,987
18,990,216
9,703,202
20,757,136
29,939,756
18,990,216
9,703,202
12
345,434
8,231
21,102,570
29,947,987
18,990,216
9,703,202
Dividends to owners of the Company
(19,718,440)
(19,718,440)
17,215,737
17,215,737
2,900,000
2,900,000
84,385,026
26,412,047
(51,272)
26,463,319
(15,317,115)
(15,317,115)
(15,317,115)
73,290,094
663,864
2,421,411
2,421,411
(1,757,547)
3,961,310
(41,422)
(41,422)
4,002,732
7,079
7,079
1,360,679
1,147,720
1,147,720
212,959
Share of other
comprehensive
income
of associates
5,992,932
3,527,709
3,527,709
2,465,223
Total other
components
of equity
115,885,280
29,939,756
3,476,437
26,463,319
(15,317,115)
(15,317,115)
(15,317,115)
101,262,639
Equity
attributable to
owners of the
Company
Total
equity
3,380,233
8,231
7,912
319
(41,672)
19,512
(61,184)
(61,184)
3,413,674
119,265,513
29,947,987
3,484,349
26,463,638
(15,358,787)
19,512
(15,378,299)
(15,378,299)
104,676,313
Noncontrolling
interests
25,110,025
Profit
Other comprehensive income
25,110,025
35
Note
the Company
Fair value
Currency
changes in
translation Revaluation available-for-sale
differences
surplus
investments
Financial Statements
directly in equity
Premium on
ordinary
shares Legal reserve Unappropriated
Revaluation of land
4, 10
2015
directly in equity
investment in associates
2016
(losses)
2015
Separate
financial statements
Difference
Issued
arising from
and paid-up common control
share capital
transactions
Retained earnings
Note
Consolidated
financial statements
144
145
Financial Statements
25,110,025
(19,718,440)
(858,727)
(1,522,591)
(1,522,591)
663,864
5,115,654
1,154,344
1,154,344
3,961,310
11,593
4,514
4,514
7,079
25,110,025
31,035
31,035
25,110,025
17,215,737
17,215,737
Difference
arising from
Issued
Premium on
and paid-up common control
transactions ordinary shares
share capital
86,796,632
18,984,222
64,598
18,919,624
(16,572,616)
(16,572,616)
(16,572,616)
84,385,026
120,069,800
20,757,136
1,837,512
18,919,624
(16,572,616)
(16,572,616)
(16,572,616)
115,885,280
Equity
attributable to
owners of the
Company
Retained earnings
2,900,000
2,900,000
Total
equity
3,642,450
345,434
228,762
116,672
(83,217)
14,450
(97,667)
(97,667)
3,380,233
123,712,250
21,102,570
2,066,274
19,036,296
(16,655,833)
14,450
(16,670,283)
(16,670,283)
119,265,513
Noncontrolling
interests
35,178,824
9,703,202
(12,084)
9,715,286
(15,317,115)
(15,317,115)
40,792,737
80,435,621
9,703,202
(12,084)
9,715,286
(15,317,115)
(15,317,115)
86,049,534
Total
equity
7,765,846
1,772,914
1,772,914
5,992,932
Total other
components
of equity
3,497,326
2,136,647
2,136,647
1,360,679
Share of other
comprehensive
income
of associates
Profit
35
Note
2,900,000
2,900,000
Fair value
Currency
changes in
translation Revaluation available-for-sale
differences
surplus
investments
Financial Statements
17,215,737
17,215,737
Premium on
ordinary
shares Legal reserve Unappropriated
Retained earnings
(19,718,440)
Profit
directly in equity
35
25,110,025
the Company
in equity
Note
Difference
Issued
arising from
and paid-up common control
share capital
transactions
146
147
Financial Statements
148
80,435,621
(16,572,616)
(16,572,616)
18,986,756
3,460
18,990,216
82,853,221
35,178,824
(16,572,616)
(16,572,616)
18,986,756
3,460
18,990,216
37,596,424
2,900,000
Financial Statements
2,900,000
Total
equity
Legal reserve Unappropriated
Retained earnings
Financial Statements
149
Consolidated
financial statements
Note
For the
nine-month
period ended
30 September
2016
Separate
financial statements
For the
nine-month
period ended
30 September
2016
17,215,737
Difference
arising from
Issued
Premium on
and paid-up common control
transactions ordinary shares
share capital
17,215,737
31,035
26,463,638
18,986,756
9,715,286
3,293,208
4,400,333
22,335
22,968
Interest income
(37,490)
(18,880)
(218,744)
(768,580)
Finance costs
813,036
1,363,086
1,678,840
2,217,706
(2,809)
(130,959)
(59,255)
101,722
(5,511)
14,256
37,500
50,000
7,031
9,375
(1,541)
485
2,405
(445,766)
(2,408)
49,960
(11,035)
(18)
19,036,296
Adjustments for
25,110,025
25,110,025
35
Note
(88,057)
65,010
(4,984)
(2,901)
(17,369,640)
(9,583,848)
187,457
240,422
17,747
18,394
4, 10
(3,847,973)
4, 10
(3,374,649)
(3,925,609)
and equipment
Dividend income
Employee benefit expenses
net of income tax
Share of profit of investments in associates, net of
The accompanying notes are an integral part of these financial statements
Profit
income tax
32
3,642,816
4,508,084
316,865
64,444
23,545,229
28,722,191
3,381,936
1,797,449
1,310,168
(248,260)
1,985,806
(2,041,773)
363,712
(351,098)
(4,933)
(67,736)
(113,536)
25,107
(18,262)
10,196
(2,941,425)
(1,136,370)
861,729
(399,139)
9,371
(4,008)
(318,943)
47,179
49,467
137,915
91,742
3,593
478,159
504,138
107,137
(30,305)
(349,922)
318,987
176,698
(68,885)
150
Financial Statements
Financial Statements
Consolidated
financial statements
Note
151
For the
nine-month
period ended
30 September
2016
Separate
financial statements
For the
nine-month
period ended
30 September
2016
Consolidated
financial statements
Note
For the
nine-month
period ended
30 September
2016
Separate
financial statements
For the
nine-month
period ended
30 September
2016
(115,590)
(12,269)
(584)
(3,127)
(18,474)
45
22,802,535
27,486,586
5,717,226
(402,008)
(4,314,120)
(5,002,548)
(202,554)
(114,021)
Bank overdrafts
(375,737)
84,292
18,488,415
22,484,038
5,514,672
(516,029)
3,768,903
104,294,829
2,700,000
85,480,000
(7,750,000) (105,053,000)
(6,350,000)
(85,130,000)
Interest paid
Dividends paid to owners of the Company
32,342,400
59,193,204
(45,938,000)
11,000,000
30,500,000
10,000,000
29,000,000
17,369,640
9,583,848
(3)
(7,161,100)
(19,813,312)
7,151,300
28,812,512
74,200
(351,750)
(40,734,573)
14,450
19,512
1,736,271
(154,405)
22,483
(2,954,297)
(4,064,668)
(42,001)
(32,084)
132,316
119,072
56
26
(56,355)
(57,120)
(10,558)
(12,224)
1,210
3,955
(500)
2,656
(14,841)
(446,266)
(117,920)
17,215,249
(21,353,779)
(38,862,300)
2,275,873
(1)
(61,184)
2,355,752
(97,667)
767,826
(2,360,786)
(15,317,115)
259,662
(1,847,680)
(16,572,616)
18,934
Dividends received
(1,377,630)
(15,317,115)
35,520
Interest received
(942,360)
(16,572,616)
(33,554,525)
(3,000,000)
(2,500,000)
(15,603,208)
(20,484,333)
(21,590,196)
22,427,303
2,438,941
1,881,785
1,139,725
557,495
3,489,986
2,230,079
594,577
37,082
institutions
Net cash from (used in) financing activities
foreign operations
Cash and cash equivalents at 30 September / 31 December
(869,708)
(621,878)
5,059,219
3,489,986
1,734,302
594,577
24,950,000
500,249
601,174
3,203
8,886
3,719,000
12,569,000
Non-cash items
Investment in subsidiary to be paid according
to the agreement
Payable for acquisition of assets
Reclassify from long-term to short-term loan
to related parties
Reclassify from long-term to short-term loan
from related parties
152
Financial Statements
153
Financial Statements
1. General information
Note
Contents
Note
Contents
Thai Beverage Public Company Limited, the Company, is incorporated in Thailand and has its registered office
at 14 Vibhavadi Rangsit Road, Kwang Chomphon, Khet Chatuchak, Bangkok, Thailand.
General information
21
22
statements
23
Share capital
24
Reserves
Related parties
25
Operating segments
26
Other income
27
Selling expenses
Inventories
28
Administrative expenses
29
The Company was listed on the Singapore Exchange Securities Trading Limited (SGX-ST) in May2006.
The principal businesses of the Company are investment and management services. The principal businesses of Thai
Beverage Public Company Limited and its subsidiaries, the Group, are the production and distribution of alcoholic and
non-alcoholic beverages, and food. Details of the Companys subsidiaries and associates as at 30 September 2016
and 31 December 2015 were as follows:
30
Expenses by nature
Direct subsidiaries
10
Investments in associates
31
Finance costs
11
Investments in subsidiaries
32
12
Non-controlling interests
33
Promotional privileges
13
Investment properties
34
14
35
Dividends
15
Goodwill
36
Financial instruments
16
Deferred tax
37
17
38
18
Interest-bearing liabilities
39
19
20
Other payables
Supplementary information
Type of business
Country of
incorporation
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
100.00
100.00
beverages distributor
Thailand
100.00
100.00
Thailand
100.00
100.00
100.00
100.00
beverages distributor
21. Horeca Management Co., Ltd.
22. Pomkit Co., Ltd.
distributor
23. Pomklung Co., Ltd.
Thailand
154
Financial Statements
Type of business
Financial Statements
Country of
incorporation
Thailand
100.00
100.00
100.00
promotion
Thailand
100.00
100.00
Advertising agency
Thailand
100.00
100.00
Training
Thailand
100.00
100.00
Holding company
Hong Kong
100.00
100.00
Trademark holding
Thailand
100.00
100.00
100.00
100.00
of beer concentrate
Thailand
100.00
100.00
Holding company
Thailand
100.00
100.00
Thailand
100.00
100.00
Distribution of beverages
Thailand
100.00
100.00
Thailand
79.66
79.66
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Restaurant business
Thailand
100.00
100.00
Holding company
Thailand
100.00
100.00
Holding company
Thailand
100.00
100.00
of beer concentrate
Thailand
100.00
100.00
Thailand
100.00
100.00
8, 9
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
100.00
100.00
Indirect subsidiaries
Thailand
100.00
100.00
Thailand
100.00
100.00
Thailand
99.90
99.90
Trading of spirits
Thailand
100.00
100.00
Trading of spirits
Thailand
100.00
100.00
Singapore
100.00
100.00
Cambodia
100.00
100.00
Malaysia
100.00
100.00
Hong Kong
100.00
100.00
beverages
Thailand
100.00
100.00
Thailand
100.00
100.00
100.00
100.00
100.00
Thailand
100.00
Thailand
Thailand
Trading of bottles
100.00
Country of
incorporation
100.00
100.00
Type of business
100.00
Thailand
distributor
30. Num Yuk Co., Ltd.
100.00
100.00
distributor
29. Pomthip (2012) Co., Ltd.
100.00
Thailand
distributor
28. Pomnakorn Co., Ltd.
100.00
Thailand
distributor
27. Pompalang Co., Ltd.
100.00
Thailand
distributor
26. Pomburapa Co., Ltd.
distributor
25. Pomcharoen Co., Ltd.
155
Thailand
100.00
beverages agency
Thailand
100.00
100.00
Thailand
100.00
100.00
Trading of molasses
Thailand
99.72
99.72
Thailand
100.00
100.00
Thailand
100.00
100.00
100.00
100.00
Dormant
Trading of beverage product and
100.00
distribution of spirits
1,5
Limited 1
United
Holding company
Kingdom
100.00
100.00
Holding company
Hong Kong
100.00
100.00
Limited 1
2
Thailand
79.66
79.66
Japanese restaurants
Thailand
79.66
79.66
156
Financial Statements
Type of business
Financial Statements
Country of
incorporation
5, 13
14
1, 5
Hong Kong
Dormant
Thailand
79.66
79.66
100.00
100.00
Consultancy service
Thailand
100.00
100.00
Thailand
100.00
100.00
Dormant
Singapore
100.00
100.00
Bermuda
100.00
100.00
Holding company
Hong Kong
100.00
100.00
Type of business
Hong Kong
Thailand
100.00
100.00
79.66
79.66
Hong Kong
100.00
100.00
Holding company
Hong Kong
100.00
100.00
Thailand
51.00
Bakery business
Thailand
70.00
United States
of America
100.00
100.00
Trademark holding
Singapore
100.00
100.00
United
Holding company
Kingdom
United
of spirits
Kingdom
100.00
100.00
100.00
100.00
Kingdom
100.00
100.00
beverages
Thailand
64.66
64.66
Holding company
Thailand
64.66
64.66
Thailand
64.66
64.66
development services
Thailand
64.66
64.66
Brands management
Hong Kong
64.66
64.66
Thailand
64.66
64.66
100.00
100.00
79.66
79.66
43.81
43.81
79.66
79.66
Dormant
Kingdom
Dormant
Kingdom
United
Dormant
111. Sermsuk Plc. 1
100.00
100.00
China
energy drink
Democratic
100.00
Republic of
Dormant
118. Oishi F&B (Singapore) Pte. Ltd. 2
100.00
consulting services
119. Oishi Myanmar Limited
100.00
100.00
United
Dormant
Kingdom
100.00
Dormant
100. Moffat & Towers Limited 1, 5
Kingdom
Kingdom
100.00
100.00
United
Dormant
Kingdom
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
United
Dormant
Kingdom
United
Dormant
104. J MacArthur Junior & Company
Kingdom
United
Dormant
Kingdom
Republic of
services
Vietnam
United
Dormant
Myanmar
Socialist
100.00
100.00
Company 2
United
Singapore
Union of
Republic of
China
Timor-Leste
100.00
Peoples
Spirits distillery
Kingdom
United
Peoples
Limited 1,5
100.00
United
1, 5
Republic of
1, 5
100.00
Kingdom
United
100.00
1, 5
beverages
100.00
United
Kingdom
100.00
Dormant
Limited
100.00
1, 5
Country of
incorporation
United
Dormant
Dormant
Holding company
1
Co., Ltd. 1, 5
expansion
89. Wellwater Limited
157
Thailand
99.84
99.84
Holding company
Thailand
100.00
100.00
Holding company
Thailand
100.00
100.00
158
Financial Statements
Type of business
Financial Statements
Country of
incorporation
Singapore
28.53
28.53
Singapore
28.44
28.44
Licences
6
2
3
4
5
6
7
8
9
10
11
12
13
Items
Measurement bases
Fair value
Land
Revaluation
United
Kingdom
49.49
49.49
Thailand
25.86
25.86
The financial statements have been prepared on the historical cost basis except for the following items, which are
measured on an alternative basis on each reporting date.
The financial statements are presented in Thai Baht, which is the Companys functional currency. All financial information
presented in Thai Baht has been rounded in the financial statements and in the notes to the financial statements to the
nearest million unless otherwise stated.
(d) Use of judgements and estimates
The preparation of financial statements in conformity with TFRS requires management to make judgements, estimates
and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income
and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised prospectively.
Assumptions and estimation uncertainties
Information about significant areas of estimation uncertainty that have a significant risk of resulting in a material
adjustments to the amounts recognised in the financial statements is included in the following notes:
Note 3 (v)
Note 10
Note 14
Note 15
Note 16
Note 22
Note 36
The financial statements are prepared in accordance with Thai Financial Reporting Standards (TFRS); guidelines
promulgated by the Federation of Accounting Professions (FAP); and applicable rules and regulations of the related
Securities and Exchange Commission.
The FAP has issued the new and revised TFRS effective for annual accounting periods beginning on or after 1 January
2016. The initial application of these new and revised TFRS has resulted in changes in certain of the Groups accounting
policies. These changes have no material effect on the financial statements.
The Group has an established control framework with respect to the measurement of fair values. This includes a valuation
team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values,
and reports directly to the chief finance officer.
In addition to the above new and revised TFRS, the FAP has issued a number of other new and revised TFRS which are
effective for annual financial periods beginning on or after 1 January 2017 and have not been adopted in the preparation
of these financial statements. These new and revised TFRS that are relevant to the Groups operations are disclosed in
Note 39.
The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information,
such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence
obtained from the third parties to support the conclusion that such valuations meet the requirements of TFRS, including
the level in the fair value hierarchy in which such valuations should be classified.
14
15
159
160
Financial Statements
Level 1:
Level 2:
Level 3:
If the inputs used to measure the fair value of an asset or liability might be categorised in different levels of the fair value
hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as
the lowest level input that is significant to the entire measurement.
The Group recognised transfers between levels of the fair value hierarchy at the end of the reporting period during which
the change has occurred.
Further information about the assumptions made in measuring fair values is included in the following notes:
Note 13
Note 14
Note 36
Investment properties
Property, plant and equipment
Financial instruments
161
Financial Statements
Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Group to the
previous owners of the acquiree, and equity interests issued by the Group. Consideration transferred also includes the fair
value of any contingent consideration and share-based payment awards of the acquiree that are replaced mandatorily in
the business combination. If a business combination results in the termination of pre-existing relationships between the
Group and the acquiree, then the lower of the termination amount, as contained in the agreement, and the value of the
off-market element is deducted from the consideration transferred and recognised in other expenses.
A contingent liability of the acquiree is assumed in a business combination only if such a liability represents a present
obligation and arises from a past event, and its fair value can be measured reliably.
The Group measures any non-controlling interest (NCI) at its proportionate interest in the identifiable net assets of the
acquiree.
Transaction costs that the Group incurs in connection with a business combination, such as legal fees, and other
professional and consulting fees are expensed as incurred.
Acquisitions from entities under common control
Business combinations arising from transfers of interests in entities that are under the control of the shareholder that
controls the Group are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period
presented or, if later, at the date that common control was established; for this purpose comparatives are revised. The
assets and liabilities acquired are recognised at the carrying amounts recognised previously in the Group controlling
shareholders consolidated financial statements. The components of equity of the acquired entities are added to the same
components within the Groups equity except that any share capital of the acquired entities is recognised as part of share
premium. Any cash paid for the acquisition is recognised directly in equity.
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power over the
entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on
which control commences until the date on which control ceases.
Non-controlling interests
At the acquisition date, the Group measures any non-controlling interest at its proportionate interest in the identifiable
net assets of the acquiree.
Changes in the Groups interest in a subsidiary that do not result in a loss of control are accounted for as equity
transactions.
Loss of control
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any
related non-controlling interests and other components of equity. Any resulting gain or loss is recognised in profit or loss.
Any interest retained in the former subsidiary is measured at fair value when control is lost.
Interests in equityaccounted investees
The Groups interests in equity-accounted investees comprise interests in associates.
Associates are those entities in which the Group has significant influence, but not control or joint control, over the
financial and operating policies.
Interests in associates are accounted for using the equity method. They are recognised initially at cost, which includes
transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Groups share of the
profit or loss and other comprehensive income of equityaccounted investees, until the date on which significant influence
or joint control ceases.
162
Financial Statements
Financial Statements
term investments. Bank overdrafts that are repayable on demand are a component of financing activities for the purpose
of the statement of cash flows.
(e) Trade and other accounts receivable
Trade and other accounts receivable are stated at their invoice value less allowance for doubtful accounts.
The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectations of
customer payments. Bad debts are written off when incurred.
(f)
Inventories
Inventories are measured at the lower of cost and net realisable value.
Cost is calculated using the weighted average cost principle, and comprises all costs of purchase, costs of conversion and
other costs incurred in bringing the inventories to their present location and condition. In the case of manufactured
inventories and work-in-progress, cost includes an appropriate share of production overheads based on normal operating
capacity and is calculated using standard cost adjusted to approximate average cost.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to complete
and to make the sale.
(g) Non-current assets held for sale
Non-current assets (or disposal groups comprising assets and liabilities) that are expected to be recovered primarily
through sale rather than through continuing use, are classified as held for sale. The assets (or disposal group) are
measured at the lower of their carrying value and fair value less cost to sell. Any impairment loss on a disposal group is
first allocated to goodwill, and then to remaining assets and liabilities on a pro rata basis, except that no loss is allocated
to inventories, financial assets, deferred tax assets and investment properties. Impairment losses on initial classification
as held for sale and subsequent gains and losses on remeasurement are recognised in profit or loss. Gains are not
recognised in excess of any cumulative impairment loss.
(h) Investments
Investments in associates and subsidiaries
Investments in associates and subsidiaries in the separate financial statements of the Company are accounted for using
the cost method. Investments in associates in the consolidated financial statements are accounted for using the equity
method.
Investments in other debt and equity securities
Debt securities that the Group has the positive intent and ability to hold to maturity are classified as held-to-maturity
investments. Held-to-maturity investments are stated at amortised cost, less any impairment losses. The difference
between the acquisition cost and redemption value of such debt securities is amortised using the effective interest rate
method over the period to maturity.
Marketable equity securities are classified as available-for-sale investments. Available-for-sale investments are,
subsequent to initial recognition, stated at fair value, and changes therein, other than impairment losses and foreign
currency differences on available-for-sale monetary items, are recognised directly in equity. Impairment losses and
foreign exchange differences are recognised in profit or loss. When these investments are derecognised, the cumulative
gain or loss previously recognised directly in equity is recognised in profit or loss. Where these investments are interestbearing, interest calculated using the effective interest method is recognised in profit or loss.
Equity securities which are not marketable are stated at cost less any impairment losses.
The fair value of available-for-sale is determined as the quoted bid price at the reporting date.
163
164
Financial Statements
Financial Statements
Disposal of investments
On disposal of an investment, the difference between net disposal proceeds and the carrying amount together with the
associated cumulative gain or loss that was reported in equity is recognised in profit or loss.
If the Group disposes of part of its holding of a particular investment, the deemed cost of the part sold is determined
using the weighted average method applied to the carrying value of the total holding of the investment.
(i)
Investment properties
Investment properties are properties which are held to earn rental income, for capital appreciation or for both, but not for
sale in the ordinary course of business, use in the production or supply of goods or services or for administrative
purposes.
Investment properties are stated at cost less accumulated depreciation and impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of selfconstructed investment property includes the cost of materials and direct labour, and other costs directly attributable to
bringing the investment property to a working condition for its intended use and capitalised borrowing costs.
Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each property. The
estimated useful lives are as follow:
Buildings and constructions
(j)
165
20
years
Revalued assets
Revaluations are performed by independent professional valuers with sufficient regularity. The Groups policy requires an
appraisal to be conducted every three to five years or when there are factors that might materially impact the value of
the land, to ensure that the carrying amount of these assets does not differ materially from that which would be
determined using fair values at the reporting date.
Any increase in value, on revaluation, is recognised in other comprehensive income and presented in the revaluation
reserve in equity unless it offsets a previous decrease in value recognised in profit or loss in respect of the same asset. A
decrease in value is recognised in profit or loss to the extent it exceeds an increase previously recognised in other
comprehensive income in respect of the same asset. Upon disposal of a revalued asset, any related revaluation surplus is
transferred directly to retained earnings and is not taken into account in calculating the gain or loss on disposal.
Subsequent costs
The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item
if it is probable that the future economic benefits embodied within the part will flow to the Group, and its cost can be
measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of
property, plant and equipment are recognised in profit or loss as incurred.
Depreciation
Depreciation is calculated based on the depreciable amount, which is the cost of an asset, or other amount substituted for
cost, less its residual value.
Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each component of an
item of property, plant and equipment. The estimated useful lives are as follows:
Land improvement
Buildings and constructions
Building improvements
Machinery and equipment
Oak barrels
Furniture, fixtures and office equipment
Vehicles
5 to 30 years
3 to 40 years
2 to 33 years
3 to 40 years
10 to 20
3 to 10
3 to 10
years
years
years
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets
includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working
condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are
located, and capitalised borrowing costs. Cost also may include transfers from other comprehensive income of any gain or
loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software
that is integral to the functionality of the related equipment is capitalised as part of that equipment.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate
items (major components) of property, plant and equipment.
Goodwill
Goodwill that arises upon the acquisition of subsidiaries is included in intangible assets. The measurement of goodwill at
initial recognition is described in Note 3 (a). Subsequent to initial recognition, goodwill is measured at cost less
accumulated impairment losses. In respect of equity-accounted investees, the carrying amount of goodwill is included in
the carrying amount of the investment, and an impairment loss on such an investment is not allocated to any asset,
including goodwill, that forms part of the carrying amount of the equity-accounted investee.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from
disposal with the carrying amount of property, plant and equipment, and are recognised net within other income in profit
or loss. When revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained
earnings.
Leased assets
Leases in terms of which the Group substantially assumes all the risk and rewards of ownership are classified as finance
leases. Property, plant and equipment acquired by way of finance leases is capitalised at the lower of its fair value and
the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation and
impairment losses. Lease payments are apportioned between the finance charges and reduction of the lease liability so as
to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to
profit or loss.
Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if
appropriate.
(k) Intangible assets
166
Financial Statements
materials, direct labour, overhead costs that are directly attributable to preparing the asset for its intended use, and
capitalised borrowing costs. Other development expenditure is recognised in profit or loss as incurred.
Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment
losses.
Other intangible assets
Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated
amortisation and accumulated impairment losses.
Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset
to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised
in profit or loss as incurred.
Amortisation
Amortisation is based on the cost of the asset, or other amount substituted for cost, less its residual value.
Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets,
other than goodwill, from the date that they are available for use, since this most closely reflects the expected pattern of
consumption of the future economic benefits embodied in the asset. The estimated useful lives for the current and
comparative periods are as follows:
Computer software
3 to 10 years
Trademarks
10 to 20 years
Licences 10 years
Rights 10 years
Financial Statements
The recoverable amount of a non-financial asset is the greater of the assets value in use and fair value less costs to sell.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset
that does not generate cash inflows largely independent of those from other assets, the recoverable amount is
determined for the cash-generating unit to which the asset belongs.
Reversals of impairment
An impairment loss in respect of a financial asset is reversed if the subsequent increase in recoverable amount can be
related objectively to an event occurring after the impairment loss was recognised in profit or loss. For financial assets
carried at amortised cost, the reversal is recognised in profit or loss. For available-for-sale financial assets that are
equity securities, the reversal is recognised in other comprehensive income.
An impairment loss in respect of goodwill is not reversed. Impairment losses recognised in prior periods in respect of other
non-financial assets are assessed at each reporting date for any indications that the loss has decreased or no longer
exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable
amount. An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
(n) Interest-bearing liabilities
Interest-bearing liabilities are recognised as stated in the agreement.
(o) Trade and other accounts payable
Trade and other accounts payable are stated at cost.
(p) Employee benefits
Amortisation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if
appropriate.
(l)
Leasehold rights
Leasehold rights are stated at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised in profit or loss on a straight-line basis over the agreement period.
(m) Impairment
The carrying amounts of the Groups assets are reviewed at each reporting date to determine whether there is any
indication of impairment. If any such indication exists, the assets recoverable amounts are estimated. For goodwill and
intangible assets that have indefinite useful lives or are not yet available for use, the recoverable amount is estimated
each year at the same time.
An impairment loss is recognised if the carrying amount of an asset exceeds its recoverable amount. The impairment loss
is recognised in profit or loss unless it reverses a previous revaluation credited to equity, in which case it is charged to
equity.
When a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity and there is
objective evidence that the value of the asset is impaired, the cumulative loss that had been recognised directly in equity
is recognised in profit or loss even though the financial asset has not been derecognised. The amount of the cumulative
loss that is recognised in profit or loss is the difference between the acquisition cost and current fair value, less any
impairment loss on that financial asset previously recognised in profit or loss.
Calculation of recoverable amount
The recoverable amount of available-for-sale financial assets is calculated by reference to the fair value.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit
method. When the calculation results in a potential asset for the Group, the recognised asset is limited to the present
value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions
to the plan. To calculate the present value of economic benefits, consideration is given to any application minimum
funding requirements.
Remeasurements of the net defined benefit liability, actuarial gain or loss are recognised immediately in other
comprehensive income. The Group determines the interest expense on the net defined benefit liability for the period by
applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period, taking
into account any changes in the net defined benefit liability during the period as a result of contributions and benefit
payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past
service or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and
losses on the settlement of a defined benefit plan when the settlement occurs.
Other long-term employee benefits
The Groups net obligation in respect of long-term employee benefits is the amount of future benefit that employees have
earned in return for their service in the current and prior periods. That benefit is discounted to determine its present
value. Remeasurements are recognised in profit or loss in the period in which they arise.
167
168
Financial Statements
Financial Statements
Termination benefits
Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits
and when the Group recognises costs for a restructuring. If benefits are not expected to be settled wholly within 12
months of the end of the reporting period, then they are discounted.
extent that they are capitalised as being directly attributable to the acquisition, construction or production of an asset
which necessarily takes a substantial year of time to be prepared for its intended use or sale.
Payments made under operating leases are recognised in profit or loss on a straight line basis over the term of the lease.
(q) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can
be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.
Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised
as finance cost.
(r)
Difference arising from common control transactions relates to the restructuring of businesses under the common control
of the ultimate majority equity holder of the Group and arises from the difference between the cost of the combination
and the carrying amounts of net identifiable assets at the date of combination (except for businesses acquired that are
not under common control, net identifiable assets are measured at the fair value). The Group recognises the difference
arising from common control transactions under equity until disposal of the investment.
(s) Revenue
Revenue excludes value added taxes and is arrived at after deduction of trade discounts and volume rebates.
Sale of goods and services rendered
Revenue is recognised in profit or loss when the significant risks and rewards of ownership have been transferred to the
buyer. No revenue is recognised if there is continuing management involvement with the goods or there are significant
uncertainties regarding recovery of the consideration due, associated costs or the probable return of goods. Service
income is recognised as services are provided.
Commissions
When the Group acts in the capacity of an agent rather than as the principal in a transaction, the revenue recognised is
the net amount of commission made by the Group.
Investments
Revenue from investments comprises rental income from investment properties and dividend and interest income from
investments and bank deposits.
Rental income
Rental income from investment property is recognised in profit or loss on a straight-line basis over the term of the lease.
Lease incentives granted are recognised as an integral part of the total rental income over the term of lease. Contingent
rentals are recognised as income in the accounting period in which they are earned.
Interest and dividend income
Interest income is recognised in profit or loss as it accrues. Dividend income is recognised in profit or loss on the date the
Groups right to receive payments is established.
(t)
Finance cost
Interest expenses and similar costs are charged to profit or loss for the period in which they are incurred, except to the
Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the
lease when the lease adjustment is confirmed.
At inception or upon reassessment of the arrangement, the Group separates payments and other consideration required
by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If
the Group concludes for a finance lease that it is impracticable to separate the payments reliably, an asset and a liability
are recognised at an amount equal to the fair value of the underlying asset. Subsequently the liability is reduced as
payments are made and an imputed finance charge on the liability is recognised using the Groups incremental borrowing
rate.
(v) Income tax
Income tax expense for the year comprises current and deferred tax. Current and deferred tax are recognised in profit or
loss except to the extent that they relate to a business combination, or items recognised directly in equity or in other
comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted
or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following
temporary differences: the initial recognition of goodwill; the initial recognition of assets or liabilities in a transaction that
is not a business combination and that affects neither accounting nor taxable profit or loss; and differences relating to
investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future.
The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group
expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they
reverse, using tax rates enacted or substantively enacted at the reporting date.
In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions
and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate
for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience.
This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New
information may become available that causes the Group to change its judgement regarding the adequacy of existing tax
liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and
assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax
169
170
Financial Statements
Financial Statements
entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be
realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against
which the temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and reduced to
the extent that it is no longer probable that the related tax benefit will be realised.
Name of entities
Country of
incorporation/
nationality
Nature of relationships
Thailand
Thailand
Thailand
Thailand
Thailand
Segment results that are reported to the Groups CEO (the chief operating decision marker) include items directly
attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly
net foreign exchange gain or loss, parts of loans and related finance costs and some items of investments.
Thailand
Thailand
4. Related parties
Thailand
For the purposes of these financial statements, parties are considered to be related to the Group if the Group has the
ability, directly or indirectly, to control or joint control the party or exercise significant influence over the party in making
financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or
common significant influence. Related parties may be individuals or other entities.
Thailand
Thailand
Relationships with related parties other than direct subsidiaries, indirect subsidiaries, subsidiaries of indirect subsidiaries,
associates of indirect subsidiaries and associates of subsidiary of indirect subsidiaries (as presented in Note 1) were as
follows:
Thailand
Thailand
Name of entities
Country of
incorporation/
nationality
Nature of relationships
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Singapore
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
171
172
Financial Statements
Financial Statements
Name of entities
Country of
incorporation/
nationality
Nature of relationships
Thailand
Name of entities
Country of
incorporation/
nationality
Nature of relationships
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Co., Ltd.
36. Gaewsarnsiri Co., Ltd.
Thailand
Thailand
Thailand
Co., Ltd.
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Singapore
Thailand
Thailand
Thailand
Thailand
Thailand
Thailand
Co., Ltd.
65. Thai Beverage Can Co., Ltd.
Thailand
Thailand
Thailand
Co., Ltd.
Thailand
Hong Kong
Hong Kong
Thailand
Thailand
Thailand
Thailand
Thailand
British Virgin
Islands
Thailand
Thailand
Thailand
shares indirectly
79. F&N Group and related parties
Singapore
of F&N Group
80. FCL Group and related parties of
FCL Group
Singapore
173
174
Financial Statements
Financial Statements
Name of entities
Country of
incorporation/
nationality
Nature of relationships
Thailand
Consolidated
financial statements
For the
year ended
31 December
2015
2016
2015
340
437
314
411
13
16
10
16
353
453
324
427
1,275
770
7,915
9,331
Note
Overhead costs
Significant transactions for the nine-month period ended 30 September 2016 and for the year ended 31 December 2015
with related parties were as follows:
Consolidated
financial statements
2016
2016
Pricing policies
Agreed prices which approximate market prices
Contractual prices
Agreed prices which approximate market prices
Contractual prices
Contractual prices
Contractual prices
Rate as mutually agreed with reference interest rates
quoted by financial institutions
Note
For the
nine-month
period ended
30 September
The pricing policies for transactions with related parties are explained further below:
For the
nine-month
period ended
30 September
Separate
financial statements
For the
For the
nine-month
year ended period ended
31 December 30 September
2015
2016
For the
year ended
31 December
2015
(in million Baht)
176
211
170
186
Dividend income
214
383
1,173
1,031
10
184
719
1,810
Other income
Selling and administrative expenses
Purchases of plant and equipment
Sales of plant and equipment
Sales of assets classified as held for sale
Balances as at 30 September 2016 and 31 December 2015 with related parties were as follows:
Subsidiaries
Consolidated
financial statements
Management fees
5,159
3,867
289
373
30 September
Interest income
198
765
2016
Interest expense
Dividend income
951
1,334
17,370
9,584
Other income
Administrative expenses
12
20
11
11
25,302
37,941
Acquisitions of subsidiaries
11
2,793
Disposals of subsidiaries
11
74
Associates
10
-
3,848
3,375
3,926
2,137
1,148
2,351
2,273
Separate
financial statements
For the
For the
nine-month
year ended period ended
31 December 30 September
Transactions
Revenue from sale of goods
Revenue from rendering of services
Purchase of goods/raw materials
Receiving of services
Purchase and sale of property, plant and equipment
Purchase and sale of investments
Interest income and interest expense
175
Separate
financial statements
31 December 30 September
2015
2016
31 December
2015
(in million Baht)
Subsidiaries
Associates
455
2,441
78
43
154
58
Total
232
101
455
2,441
176
13
13
-
12
12
-
1
1
-
30 September
2016
31 December
2015
Separate
financial statements
30 September
2016
31 December
2015
(in million Baht)
Short-term loans
6,912
6,902
Total
6,912
6,902
11
Consolidated
financial statements
For the
nine-month
period ended
30 September
11
10
10
1
1
Separate
financial statements
For the
nine-month
period ended
30 September
2016
Short-term loans
88
88
88
88
Subsidiaries
At 1 January
6,902
12,182
3,719
Increase
7,161
19,813
Decrease
(7,151)
(28,812)
At 30 September / 31 December
6,912
6,902
At 1 January
3,719
(3,719)
At 30 September / 31 December
98
98
98
98
Long-term loans
Subsidiaries
The currency denomination of loans to and other receivables from related parties as at 30 September 2016 and 31
December 2015 was as follows:
30 September
2016
Consolidated
financial statements
31 December
2015
Separate
financial statements
30 September
2016
31 December
2015
(in million Baht)
517
876
7,042
7,069
517
881
7,042
7,069
Consolidated
financial statements
30 September
2016
31 December
2015
Separate
financial statements
30 September
2016
31 December
2015
(in million Baht)
Total
Total
Long-term
Other
loans to receivables
Total
Long-term
Other
loans to receivables
Total
Long-term
Other
loans to receivables
Consolidated
financial statements
2016
Subsidiaries
30 September 2016
Movements during for the nine-month period ended 30 September 2016 and the year ended 31 December 2015 of loans to
related parties were as follows:
Total
30 September 2016
31 December 2015
Consolidated
financial statements
Financial Statements
Long-term
Other
loans to receivables
31 December 2015
Separate
financial statements
7056
154
6,902
7,031
119
6,912
793
793
419
419
-
Total
81
81
-
80
80
525
268
268
525
-
250
169
169
250
-
Associates
6,975
73
6,902
6,951
39
6,912
-
Subsidiaries
Total
Short-term
Other
loans to receivables
Total
Short-term
Other
loans to receivables
Total
Short-term
Other
loans to receivables
Total
Short-term
Other
loans to receivables
31 December 2015
31 December 2015
30 September 2016
Consolidated
financial statements
30 September 2016
Separate
financial statements
Financial Statements
177
154
257
1,388
1,307
Total
1,542
1,564
Associates
178
1,317
Consolidated
financial statements
30 September
2016
1,317
1,264
Total
Other
payables
Long-term
loans from
Total
1,264
-
Other
payables
Separate
financial statements
31 December 30 September
2015
2016
31 December
2015
Short-term loans
25,505
32,025
Long-term loans
1,264
1,317
Total
26,769
33,342
Movements during the nine-month period ended 30 September 2016 and the year ended 31 December 2015 of loans from
related parties were as follows:
2016
Separate
financial statements
For the
nine-month
For the year
ended period ended
31 December 30 September
2016
2015
Short-term loans
Subsidiaries
Reclassify from long-term loans
Increase
Decrease
Consolidated
financial statements
For the
nine-month
period ended
30 September
At 1 January
At 30 September / 31 December
32,025
7,517
12,569
32,342
(38,862)
25,505
57,877
(45,938)
32,025
1,317
12,569
(52)
1,265
(12,569)
1,317
1,317
Long-term loans
-
Subsidiaries
At 1 January
At 30 September / 31 December
The currency denomination of loans from and other payables to related parties as at 30 September 2016 and 31 December
2015 was as follows:
Consolidated
Separate
financial statements
financial statements
30 September
31 December 30 September
31 December
2016
2015
2016
2015
Subsidiaries
Long-term
loans from
Total
Other
payables
Long-term
loans from
30 September 2016
Long-term
Total loans from
30 September 2016
31 December 2015
Consolidated
financial statements
Long-term loans from and other payables to related parties
Financial Statements
Other
payables
31 December 2015
Separate
financial statements
32,371
346
32,025
50,839
25,334
25,505
271
271
315
315
-
Total
31
31
16
16
-
37
234
234
37
-
194
121
121
194
-
Associates
32,340
32,025
25,318
Subsidiaries
25,505
50,823
315
Total
Other
payables
Short-term
loans from
Total
Other
payables
Short-term
Total loans from
Total
Other
payables
Short-term
loans from
30 September 2016
Short-term
loans from
Other
payables
31 December 2015
31 December 2015
Consolidated
financial statements
30 September 2016
Separate
financial statements
Financial Statements
179
Euro (EUR)
Singapore Dollars (SGD)
United States Dollars (USD)
Pound Sterling (GBP)
Malaysian Ringgit (MYR)
Hong Kong Dollars (HKD)
Total
223
247
50,704
32,358
84
17
12
1
1,398
1,317
315
271
52,103
33,688
180
Financial Statements
Financial Statements
Consolidated
financial statements
30 September
2016
Separate
financial statements
31 December 30 September
2015
2016
31 December
2015
(in million Baht)
Capital commitments
262
270
439
380
29
43
849
700
48
37
128
1,416
1,080
77
80
110
760
89
32
89
32
16
18
149
101
128
140
44
91
Total
354
1,200
133
123
Total
Other commitments
Purchase of molasses agreements
The Company entered into revolving loan agreements with subsidiaries for lending the loans with total credit limit of Baht
94,400 million, bearing interest at the rate of 4% per annum and repayable at call.
Service agreement
Sermsuk Public Company Limited, the Companys indirect subsidiary, entered into the service agreement for the rights to
use software and maintenance system with a related company. The agreement is for a period of three years, and ends on
31 August 2018, with service fee as stipulated in the agreement.
181
Separate
financial statements
31 December 30 September
2015
2016
31 December
2015
(in million Baht)
64
84
1,024
1,174
3,893
2,138
1,732
591
78
94
5,059
3,490
1,734
595
Cash on hand
182
Financial Statements
183
Financial Statements
The currency denomination of cash and cash equivalents as at 30 September 2016 and 31 December 2015 was as follows:
Consolidated
financial statements
30 September
2016
Separate
financial statements
31 December 30 September
2015
2016
Consolidated
financial statements
30 September
2016
31 December
2015
Separate
financial statements
31 December 30 September
2015
2016
Related parties
4,930
3,368
1,734
595
83
44
42
31
3-6 months
35
Other parties
5,059
3,490
1,734
595
Separate
financial statements
31 December 30 September
2016
2015
31 December
2015
(in million Baht)
232
101
455
2,441
Other parties
2,423
3,891
Total
2,655
3,992
455
2,441
(67)
(86)
2,588
3,906
455
2,441
Related parties
Consolidated
financial statements
Note
For the
nine-month
period ended
30 September
2016
11
For the
nine-month
period ended
30 September
2016
71
455
2,254
50
30
187
232
101
455
2,441
2,028
3,135
331
687
3-6 months
26
27
6-12 months
27
31
Over 12 months
11
11
2,423
3,891
(67)
(86)
2,356
3,805
2,588
3,906
455
2,441
Net
The normal credit term granted by the Group ranges from 7 days to 150 days.
The currency denomination of trade accounts receivable as at 30 September 2016 and 31 December 2015 was as follows:
Consolidated
financial statements
30 September
2016
Separate
financial statements
31 December 30 September
2015
2016
31 December
2015
(in million Baht)
182
Overdue:
Separate
financial statements
31 December
2015
2,556
3,783
19
68
13
Euro (EUR)
36
2,588
3,906
455
2,441
currencies of subsidiaries
Total
455
2,441
184
Financial Statements
Financial Statements
7. Inventories
Consolidated
financial statements
30 September
2016
Separate
financial statements
31 December 30 September
2015
2016
31 December
2015
Sermsuk had proceeds from sale of such land and building, recorded as assets classified as held for sale as at 31
December 2014, of Baht 1,810 million (net of expenditure attributable to the sale, of Baht 1,736 million) and gain on sale
of Baht 446 million presented as a part of other income in the consolidated statements of income for the year ended 31
December 2015.
Finished goods
Maturing spirits
Work in progress
Raw materials
Packaging materials
Spare parts
Others
Less allowance for decline in value
Net
185
13,767
11,041
12,555
13,649
5,573
5,187
2,791
2,865
2,602
1,719
520
518
693
580
38,501
35,559
(356)
38,145
(355)
35,204
Consolidated
financial statements
For the
nine-month
period ended
30 September
2016
Separate
financial statements
For the
nine-month
For the year
ended period ended
31 December 30 September
2015
2016
97,591
121,814
233
209
(233)
(193)
Net
97,591
121,830
Separate
financial statements
31 December 30 September
2015
2016
31 December
2015
(in million Baht)
1,709
1,832
654
612
12
21
259
1,091
72
74
471
529
36
Total
3,167
4,136
48
22
Consolidated
financial statements
For the
nine-month
For the
period ended 30
year ended
September 2016 31 December 2015
(in million Baht)
75,737
67,614
3,375
3,926
2,137
1,148
3,848
(2,351)
(2,273)
(435)
1,474
78,463
75,737
At 1 January
At the annual general meetings of the shareholders of Fraser and Neave, Limited (F&N) and Fraser Centrepoint Limited
(FCL), associates of an indirect subsidiary of the Company, held on 29 January 2016, the shareholders of F&N and FCL
approved the dividend payment of SGD 0.03 and SGD 0.062 per share, respectively. The dividend was paid to the
shareholders in February 2016. The Companys indirect subsidiary received the said dividend of approximately Baht 1,610
million.
On 1 February 2016, FCL Centrepoint Pte. Ltd., a subsidiary of FCL, completed the disposal of its entire 18.99%
shareholding interest in Gemshine Investments Pte. Ltd. and novation of the intercompany loans in the net amount of
approximately SGD 60.7 million, to Lexis 88 Investment (Mauritus) Limited, for an aggregate consideration of
approximately SGD 80.3 million.
On 2 March 2016, Frasers Property Holdings (Thailand) Co., Ltd. (FPHT), a subsidiary of FCL, completed the acquisition
of 142,000,000 additional shares in Golden Land Property Development Public Company Limited, a related company of the
Company, at an average price of Baht 6.5 per share. The aggregate consideration is Baht 923 million. In this regard, the
FPHTs interest in Golden Land Property Development Public Company Limited increased from approximately 29.5% to
35.6%.
On 14 April 2016, FCL Treasury Pte. Ltd., a subsidiary of FCL, issued SGD 250 million in aggregate principal amount of 4.25
percent notes due 2026, under the SGD 3,000 million Multicurrency Debt Issuance Programme established on 21 March
2012, which is guaranteed by FCL.
At Board of Directors meeting of FCL and F&N, held on 9 May 2016 and 10 May 2016, respectively, the Board of
Directors of FCL and F&N approved the interim dividend payment of SGD 0.024 and SGD 0.015 per share, respectively.
The interim dividend was paid to the shareholders in June 2016. The Companys indirect subsidiary received the said
dividend of approximately Baht 630 million.
On 1 July 2016, F&N Pte Ltd, a subsidiary of F&N, completed the acquisition of the entire issued share capital in each of
Warburg Vending Pte Ltd, Warburg Engineering Pte Ltd and Warburg Vending Services Pte Ltd for a consideration of SGD
29 million.
On 21 July 2016, FCL Treasury Pte Ltd (the Issuer), a subsidiary of FCL, issued USD 200 million in aggregate principal
amount of 2.50% fixed rate notes due to 2021, under the SGD 3 billion Multicurrency Debt Issuance Programme
established by the Issuer on 21 March 2012, guaranteed by FCL.
186
2,273
2,351
78,463
53,304
52,834
Total
The Group has investment in associates, Fraser and Neave, Limited (F&N) and Frasers Centrepoint Limited (FCL), which are listed on the Singapore Exchange Securities Trading
Limited (SGX) with the closing price as at 30 September 2016 of SGD 2.14 per share and SGD 1.49 per share, respectively (31 December 2015: SGD 2.08 per share and SGD 1.68 per
share, respectively). The market value calculated from the above mentioned closing price of the Groups investments in F&N and FCL are Baht 22,410 million and Baht 31,207 million,
respectively (31 December 2015: Baht 21,892 million and Baht 35,363 million, respectively).
54
111
426
30
25.86
30
75,737
140
118
13
13
49.49 GBP 0.5 million GBP 0.5 million
49.49
Liquorland Limited
431
1,717
1,775
39,234
36,153
35,834
28.44
28.44
36,507
38,659
502
465
38,685
17,108
16,957
28.53
Associates
SGD 1,767
million
(%)
SGD 1,767
million
2015
31 December
31 December 30 September
2016
2015
Financial Statements
31 December 30 September
2015
2016
31 December 30 September
2015
2016
31 December 30 September
2015
2016
30 September
2016
For the
year ended
For the
nine-month
period ended
Dividend income
Equity
Cost
Paid-up capital
Ownership interest
Consolidated
financial statements
Investments in associates as at 30 September 2016 and 31 December 2015, and dividend income from those investments for the nine-month period ended 30 September 2016 and for
the year ended 31 December 2015 were as follows:
Financial Statements
187
Associates
The following table summarises the financial information of the associates as included in their own financial statements,
adjusted for fair value adjustments at acquisition and differences in accounting policies. The table also reconciles the
summarised financial information to the carrying amount of the Groups interest in these companies.
Fraser and Neave, Limited
For the
nine-month
period ended
30 September
For the
year ended
31 December
For the
nine-month
period ended
30 September
For the
year ended
31 December
2016
2015
2016
2015
(in million Baht)
Revenue
Profit from continuing operations
Post-tax profit from discontinued operation
Other comprehensive income
Total comprehensive income (100%)
Total comprehensive income (% hold)
38,285
50,892
71,126
78,763
3,112
2,489
10,997
16,941
15,112
3,178
7,794
8,098
(3,509)
(6,251)
10,906
25,699
10,666
10,690
28.53
28.53
28.44
28.44
3,111
7,332
3,033
3,040
918
682
3,717
3,637
9,988
25,017
6,949
7,053
30 September
2016
31 December
2015
30 September
2016
31 December
2015
Current assets
41,300
41,987
177,032
158,913
54,498
45,984
437,549
430,083
(11,455)
(11,486)
(87,574)
(69,621)
Non-current liabilities
(4,296)
(4,274)
(226,286)
(246,690)
80,047
72,211
300,721
272,685
7,857
7,869
131,586
72,044
72,190
64,342
169,135
200,641
For the
nine-month
period ended
30 September
For the
year ended
31 December
For the
nine-month
period ended
30 September
For the
year ended
31 December
2016
2015
2016
2015
Non-current assets
Current liabilities
29,118
38,659
37,985
2,842
7,129
2,564
1,685
(465)
(502)
(1,775)
(1,717)
(199)
762
(214)
706
38,685
36,507
39,234
38,659
1 January
162
50
10
10
10
10
100.00
100.00
254
81
10
10
10
10
100.00
100.00
240
106
10
10
10
10
10
10
100.00
100.00
10
100.00
100.00
10
203
712
10
10
10
100.00
100.00
10
1
1,010
1,010
1,000
100.00
100.00
1,000
23
94
766
766
800
800
100.00
100.00
71
16
32
247
888
800
800
888
900
800
800
900
100.00
100.00
100.00
100.00
22
68
1,800
1,800
1,800
100.00
100.00
1,800
5,000
5,000
5,000
100.00
100.00
5,000
40
132
700
700
700
700
100.00
100.00
47
58
186
156
800
800
800
800
800
800
800
800
100.00
100.00
100.00
100.00
52
179
900
900
900
900
100.00
376
1,312
4,000
4,000
4,000
4,000
100.00
9
50
700
700
700
700
12
20
697
697
700
700
100.00
60
201
17
691
900
900
691
700
900
900
700
100.00
100.00
278
1,135
264
787
7,500
7,500
7,500
7,500
12,500
12,500
12,500
6,600
6,600
2,209
355
2015
Dividend income
2016
2015
12,500
100.00
On 30 June 2016, the Company made an additional investment in Thai Drinks Co., Ltd, the Companys subsidiary, for a
consideration of Bath 352 million. In this regard, the paid-up share capital of Thai Drinks Co., Ltd. increased from 160
million (1.6 million ordinary shares with a Baht 100 par value) to Baht 1,500 million (15 million ordinary shares with a Baht
100 par value).
On 4 January 2016, the Company entered into an agreement with International Beverage Holdings Limited (IBHL), a
direct subsidiary of the Company, and BeerCo Limited (BeerCo), an indirect subsidiary of the Company. As a result of
this agreement, investment in IBHL increased by Baht 24,950 million or equivalent to HKD 5,357 million and will be paid up
subsequently in order to invest in BeerCo. Subsequently, on 29 June 2016, the Company extended the agreement with the
same terms and conditions as contained in the original agreement.
100.00
142,490
167,792
At 30 September / 31 December
100.00
(74)
2,793
100.00
Disposals
Acquisitions
100.00
37,941
100.00
25,302
101,830
142,490
At 1 January
100.00
2015
(in million Baht)
100.00
2016
For the
year ended
31 December
For the
nine-month
period ended
30 September
100.00
Separate
financial statements
100.00
(8)
5,550
18
5,550
(6)
260
100.00
268
100.00
(8)
18
(%)
266
Subsidiaries
268
2016
2015
immaterial associates
2016
2015
2015
(in million Baht)
2016
2016
For the
For the
nine-month
year ended
period ended
30 September 31 December 30 September 31 December 30 September 31 December 30 September 31 December
2015
For the
year ended
31 December
2016
For the
For the
nine-month
year ended period ended
31 December 30 September
Cost method
For the
nine-month
period ended
30 September
Liquorland Limited
Paid-up capital
Ownership interest
Immaterial associates
The following is summarised financial information for the Groups interest in immaterial associates based on the amounts
reported in the Groups consolidated financial statements:
189
Financial Statements
Investments in subsidiaries as at 30 September 2016 and 31 December 2015, and dividend income from those investments for the nine-month period ended 30 September 2016 and the
year ended 31 December 2015 were as follows:
Financial Statements
100.00
188
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
99.72
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
(%)
30
2015
100.00
100.00
100.00
100.00
100.00
100.00
50.99
50.99
5,436
10
10
10
512
375
1,000
1,667
67,942
30
25
5,436
10
10
10
160
375
1,000
1,667
67,942
30
25
350
300
1,012
2015
167,792
2,772
10
10
10
438
5,540
1,015
130
4,318
39
4,139
92,892
30
61
376
300
1,012
2016
156
28
148
13
132
77
90
200
107
770
872
1,032
640
910
586
1,189
1,060
81
35
96
72
24
2016
2015
15
61
58
80
12
56
187
56
208
244
271
174
256
172
317
283
231
136
131
231
42
142,490
2,772
10
10
10
86
5,540
1,015
130
4,318
39
4,139
67,942
30
61
376
300
1,012
2015
Cost method
17,369
162
193
381
68
108
2,292
22
90
101
570
2016
9,584
69
239
14
214
373
63
120
2015
For the
nine-month
For the
period
year
ended
ended 30
September 31 December
Dividend income
134
296
84
34
32
35
864
24
25
27
10
10
10
10
10
10
10
10
10
10
10
10
10
2015
September 31 December
30
134
296
84
34
32
35
864
24
25
27
10
10
10
10
10
10
10
10
10
10
10
10
10
2016
Dividend income
For the
nine-month
For the
period
year ended
ended 30
September 31 December
All subsidiaries were incorporated in Thailand, except International Beverage Holdings Limited which was incorporated in the Hong Kong.
None of the Companys subsidiaries are publicly listed and consequently do not have published price quotations, except for Oishi Group Plc. which is listed on the Stock Exchange of
Thailand. Based on the closing price of Baht 141.50 per share at 30 September 2016 (31 December 2015: Baht 62.50 per share), the market price of the Companys investment in Oishi
Group Plc. is Baht 21,134 million (31 December 2015: Baht 9,335 million).
Total
50.99
50.99
100.00
100.00
100.00
100.00
100.00
100.00
53.62
79.66
100.00
100.00
100.00
100.00
100.00
100.00
100.00
95.05
100.00
C A C Co., Ltd.
100.00
350
300
1,012
2016
30
September 31 December
30
September 31 December
Cost method
Financial Statements
79.66
100.00
100.00
100.00
123
300
122
40
860
10
10
10
10
10
10
10
10
10
10
10
10
10
2015
Paid-up capital
123
300
122
40
860
10
10
10
10
10
10
10
10
10
10
10
10
10
2016
30
September 31 December
Paid-up capital
100.00
100.00
100.00
100.00
100.00
(%)
100.00
2016
September 31 December
Subsidiaries (continued)
2015
Ownership interest
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
99.72
100.00
100.00
Subsidiaries (continued)
2016
September 31 December
30
Ownership interest
190
191
Financial Statements
192
Financial Statements
Financial Statements
The following table summarises the information relating to each of the Groups subsidiaries that has a material non-controlling
interest, before any intra-group eliminations:
Consolidated financial statements
Sermsuk
Oishi Group
Public
Public
Company
Company
Limited and its Limited and its
subsidiaries
subsidiaries
Other
Intra-group
eliminations
Total
As at 30 September 2016
Non-controlling interest percentage
20.34%
35.34%
Current assets
1,718
2,452
Non-current assets
7,560
11,202
Current liabilities
(2,576)
(2,579)
Non-current liabilities
(2,093)
(2,109)
4,609
8,966
938
3,169
Net assets
Carrying amount of non-controlling interest
Profit (loss)
Other comprehensive income
Total comprehensive income
880
(135)
124
576
1,004
441
Current assets
1,638
2,263
Non-current assets
7,451
10,586
Current liabilities
(3,416)
(2,379)
Non-current liabilities
(1,590)
(1,944)
4,083
8,526
831
3,013
12,879
10,515
712
(427)
26
738
(419)
145
(464)
3,380
(151)
1,394
(32)
(748)
1,339
(193)
(1,012)
453
295
(476)
3,642
Revenue
Other comprehensive income
Total comprehensive income
Profit (loss) allocated to
non-controlling interest
Other comprehensive income allocated
179
(48)
25
204
2,010
44
(853)
(134)
(1,158)
(1)
(90)
35.34%
controlling interest
(3)
(11)
117
Total
20.34%
Profit (loss)
8,097
Intra-group
eliminations
Net assets
Other
As at 31 December 2015
Revenue
193
229
to non-controlling interest
194
Financial Statements
Financial Statements
Note
30 September
2016
Separate
financial statements
31 December 30 September
2015
2016
31 December
2015
(in million Baht)
Cost
1,374
1,232
Additions
155
Disposals
(22)
(27)
(13)
1,325
1,374
At 1 January
14
At 30 September / 31 December
At 1 January
Depreciation charge for the period/year
Disposals
Allowance for impairment losses
At 30 September / 31 December
14
113
118
(2)
(1)
(11)
116
113
The fair value measurement for investment property of Baht 2,144 million has been categorised as a Level 3 fair value
based on the inputs to the valuation technique used.
Valuation technique and significant unobservable inputs
The following table shows the valuation technique used in measuring the fair value of investment property, as well as the
significant unobservable inputs used.
1,114
1,261
1,261
At 30 September 2016
1,209
The Groups investment properties were revalued by independent property valuers, which considered valuation using the
market comparison approach and cost approach. As at 30 September 2016, the appraised value of investment properties
was Baht 2,144 million (31 December 2015: Baht 2,121 million).
Investment properties comprise of a number of commercial land that are leased to third parties and unused land and
buildings and constructions.
Inter-relationship between
key unobservable inputs
and fair value measurement
Land
- Market comparison approach
comparable lands
Valuation technique
195
1,802
(1)
(54)
-
16,513
18,317
546
568
645
11,836
12,511
11,873
14,685
(114)
(30)
964
13,864
14,258
14,990
15,190
44,523
(147)
(252)
(1)
(34)
1,766
43,191
355
439
490
2,546
(43)
96
2,493
11
(3)
132
2,353
633
610
525
1,412
(1)
(55)
(1)
176
1,293
(65)
212
1,144
Furniture,
fixtures
and office
equipment
2,045
(1)
(60)
35
168
1,903
(73)
43
263
1,669
1,165
(12)
(10)
(1,293)
1,970
510
17
(16)
(2,786)
1,435
1,860
Total
115,676
(611)
(680)
27
(7)
1,731
2,853
112,363
180
(784)
13
(27)
4,108
108,873
761
780
1,071
3,278
(1)
(161)
191
3,249
(129)
328
3,049
1,165
510
1,860
Assets under
construction
and
Vehicles installation
47,871
46,921
47,251
67,805
(306)
(498)
(2)
(88)
3,256
65,442
88
(671)
11
(26)
65
4,353
61,622
Total
4,039
(1)
(163)
157
17
4,029
(135)
11
32
4,120
Vehicles
The gross amount of the Groups fully depreciated property, plant and equipment that was still in use as at 30 September 2016 amounted to Baht 40,467 million (31 December 2015: Baht
38,947 million).
In 2016, the Group reviewed the recoverable amount of property, plant and equipment in accordance with Thai Financial Reporting Standard and found that the recoverable amount of
property, plant and equipment as at 30 September 2016 exceeded its carrying amount.
15,597
At 1 January 2015
1,256
105
1,193
42
(408)
(27)
65
2,386
Oak
barrels
2,901
(58)
27
2,932
16
(4)
77
2,843
Oak
barrels
Assets under
construction
and
installation
Financial Statements
At 30 September 2016
63
159
32
(64)
11
1,212
41,133
Machinery
and
equipment
Building,
buildings and
leasehold
improvements
12,673
58,781
(253)
(406)
766
493
58,181
67
(473)
1,386
878
56,323
26,521
(265)
(41)
284
166
26,375
71
(81)
13
1,317
509
24,546
Machinery
and
equipment
Furniture,
fixtures
and office
equipment
13
83
(2)
1,111
-
159
Land
Land improvement
18,422
(20)
25
38
13
Note
13
1,731
1,761
(2)
1,756
Building,
buildings and
leasehold
Land
improvement improvements
At 1 January 2015
At 30 September 2016
Disposals
Transfer
Additions
16,672
Disposals
910
15,756
Land
13
Note
Transfer
Additions
At 1 January 2015
Cost/ revaluation
196
Annual Report 2016
Thai Beverage Public Company Limited
197
Financial Statements
198
Financial Statements
199
Financial Statements
Separate
financial statements
Leasehol
improvements
Furniture,
fixtures
and office
equipment
Assets under
construction
and
installation
Vehicles
For the
nine-month
period ended
30 September
Total
For the
year ended
31 December
2016
2015
Cost
At 1 January 2015
Additions
Disposals
Balance at 1 January
240
29
33
54
(20)
18,317
16,513
(2)
25
17
271
Additions
29
14
48
Disposals
(1)
(12)
(13)
15
244
39
306
146
17
176
16
19
Disposals
(2)
(2)
13
160
20
193
16
19
Disposals
(1)
(1)
13
175
23
211
At 1 January 2015
43
13
64
56
17
78
At 30 September 2016
69
16
95
At 30 September 2016
910
13
(2)
39
1,731
25
216
At 1 January 2015
15,597
189
At 30 September 2016
16,513
13
13
Valuation technique
15. Goodwill
Consolidated
financial statements
30 September
2016
The gross amount of the Companys fully depreciated leasehold improvements and equipment that was still in use as at 30
September 2016 amounted to Baht 159 million (31 December 2015: Baht 149 million).
Measurement of fair value
Inter-relationship between
key unobservable inputs
and fair value measurement
Separate
financial statements
31 December 30 September
2015
2016
31 December
2015
(in million Baht)
Cost
7,222
7,209
(49)
13
7,173
7,222
At 1 January
171
165
(23)
At 30 September / 31 December
148
171
At 1 January
7,051
7,044
At 30 September / 31 December
7,025
7,051
At 1 January
As at 30 September 2016, the fair value measurement for land of Baht 18,317 million has been categorised as a Level 3
fair value based on the inputs to the valuation technique used (31 December 2015: Baht 16,513 million).
Impairment losses
200
Financial Statements
Financial Statements
Movements in total deferred tax assets and liabilities during the period/year were as follows:
Consolidated
financial statements
30 September
2016
Separate
financial statements
30 September
2016
31 December
2015
31 December
2015
At
1 January
2015
6,670
6,670
355
381
7,025
7,051
In 2016, the Group reviewed the recoverable amount of goodwill and found that the recoverable amount of goodwill as at
30 September 2016 exceeded its carrying amount.
The recoverable amount of each cash generating unit was based on value-in-use, estimated using discounted cash flows.
The fair value measurement was categorised as a Level 3 fair value based on the inputs in the valuation technique used.
The key assumptions used in the estimation of the recoverable amount are discount rate, which was 6.6% - 11.2%,
revenue growth rate and terminate value growth rate. The discounted cash flows were prepared for a period of 5 years.
The values assigned to the key assumptions represent managements assessment of future trends in the relevant
industries and have been based on historical data from both external and internal sources.
Inventories
217
15
At
30 December
2015
232
290
13
303
Long-term investments
Provisions
502
(15)
487
556
74
630
28
(3)
25
1,600
99
(15)
1,684
(1,183)
(1,312)
417
372
Assets
30 September
2016
31 December
2015
Liabilities
30 September
2016
31 December
2015
(In million Baht)
Other
comprehensive
income
Total
Deferred tax assets and liabilities as at 30 September 2016 and 31 December 2015 were as follows:
Profit
or loss
(Note 32)
Others
Total
201
1,684
1,600
(2,339)
(2,003)
(1,312)
(1,183)
1,312
1,183
372
417
(1,027)
(820)
Assets
30 September
2016
31 December
2015
Liabilities
30 September
2016
31 December
2015
(In million Baht)
Total
34
37
34
37
Total
Set off of tax
Net
(1,966)
12
(346)
(2,300)
(37)
(2)
(39)
(2,003)
12
(348)
(2,339)
1,183
1,312
(820)
(1,027)
111
(363)
202
Financial Statements
203
Financial Statements
Profit
or loss
(Note 32)
Other
comprehensive
income
At
30 December
2015
Profit
or loss
(Note 32)
2015
Other
comprehensive
income
At
30 December
2015
214
217
258
32
290
Long-term investments
Provisions
(1)
480
(3)
25
502
682
129
(255)
556
20
28
1,662
168
(230)
1,600
Others
Total
Set off of tax
(1,275)
(1,183)
387
417
Others
Total
Set off of tax
(2,203)
(18)
255
(1,966)
(37)
(37)
(2,240)
(18)
255
(2,003)
1,275
1,183
(965)
(820)
Net
150
25
Profit
or loss
(Note 32)
Other
comprehensive
income
At
30 September
2016
(in million Baht)
(1)
30
35
Total
33
37
Intangible assets
Note
(1)
35
(1)
(1)
33
Total
37
(2)
(1)
34
30 September
2016
Separate
financial statements
31 December 30 September
2015
2016
31 December
2015
(in million Baht)
1,392
1,429
261
268
Deposits
282
279
Others
213
110
1,887
1,818
261
268
Total
37
204
Financial Statements
205
Financial Statements
The periods to maturity of interest-bearing liabilities as at 30 September 2016 and 31 December 2015 were as follows:
Consolidated
financial statements
Note
30 September
2016
Consolidated
financial statements
Separate
financial statements
31 December 30 September
2015
2016
31 December
2015
Note
30 September
2016
Separate
financial statements
31 December 30 September
2015
2016
31 December
2015
(in million Baht)
Current
18,996
18,374
42,450
46,533
Bank overdrafts
27,089
25,883
26,027
25,272
Total
46,085
44,257
68,477
71,805
Secured
Unsecured with letters of comfort
1,071
1,039
409
institutions
Promissory notes
Unsecured with letters of comfort
Unsecured
Bill of exchanges - Unsecured
434
1,415
650
1,989
4,979
1,989
4,979
3,495
7,842
1,989
5,629
1,000
15,456
9,479
14,956
8,879
(a)
As at 30 September 2016, the Group had bank overdrafts amounting to Baht 1,072 million
(31 December 2015: Baht 1,448 million) which were partially supported by letters of comfort issued by the
Company.
(b)
As at 30 September 2016, the Group and the Company had utilised short-term loans from financial institutions
totalling Baht 2,423 million and Baht 1,989 million, respectively (31 December 2015: Baht 6,394 million and Baht
5,629 million, respectively), which was consisted of promissory notes issued by the Group and the Company to
several domestic financial institutions and bill of exchanges issued by the Company, with money market rates
quoted by the financial institutions.
45
53
15,501
9,532
14,956
8,879
25,505
32,025
18,996
18,374
42,450
46,533
Total current
Non-current
The long-term loan agreements, entered into by the Company, with three financial institutions are detailed as
follow:
The principal of the long-term loans from the financial institutions is amounting Baht 10,000 million, which
will be repaid commencing from November 2013 to November 2016 with interest payable monthly,
every six months and every three months for the financial institution No. 1, 2 and 3, respectively,
with interest rate ranging from 3-4.3% per annum.
Details are as follows:
Repayment
Financial institutions
1,264
1,317
2,000
1,000
9,763
1,955
9,763
1,955
No. 1
2,000
Each
installment
Payment
due
12
166.60
29 Nov 13 - 13 Nov 14
Number of
installments
Debentures
Unsecured
Amount
No. 2
Tranche A
1,500
1,500
14 Nov 14
Tranche B
1,500
1,500
14 May 15
Tranche C
1,000
1,000
16 Nov 16
No. 3
15,000
22,500
15,000
22,000
326
428
Tranche A
1,000
1,000
4 Feb 16
25,089
24,883
24,763
23,955
Tranche B
1,000
1,000
4 May 16
Total non-current
27,089
25,883
26,027
25,272
Tranche C
1,000
1,000
4 Aug 16
Tranche D
1,000
1,000
4 Nov 16
Grand total
46,085
44,257
68,477
71,805
Total
10,000
206
Financial Statements
207
Financial Statements
The aforementioned long-term loans and long-term bill of exchanges from financial institutions are unsecured.
As at 30 September 2016, the Company had the outstanding balance of long-term loans from the financial institutions of
Baht 1,000 million (31 December 2015: Baht 4,000 million).
As at 30 September 2016, the Company had the outstanding balance of long-term loans and long-term bill of exchanges
of Baht 38,719 million (31 December 2015: Baht 28,834 million).
(c)
(b)
The long-term loan agreements and long-term bill of exchanges, entered into by the Company, with three financial
institutions are detailed as follows:
The principal of the long-term loans from the first two financial institutions is amounting to Baht 22,000 million,
which will be repaid commencing from March 2017 to June 2018 with interest payable every three months and
monthly for the financial institution No. 1 and 2, respectively, with interest rate ranging from 1.98 to
3.1% per annum. The principal of the long-term bill of exchanges from the financial institution No. 3 is amounting
to Baht 5,000 million and Baht 2,000 million, respectively with prepaid interest rate ranging at 2.58% and
1.98% per annum, respectively.
In May 2016, the Company has addition issued long-term bill of exchange from the financial institution No. 3.
The principal is amounting to Baht 3,500 million and Baht 1,500 million which prepaid interest rate at 1.88%
per annum. Subsequently in September 2016, the Company has reissued long-term bill of exchange with the same
financial institution. The principal long-term bill of exchange is 5,000 million with prepaid interest rate at 1.97%
per annum.
Details are as follows:
Repayment
Financial institutions
Amount
Number of
installments
Each
installment
Payment
due
Long-term loan
No. 1
In 2012, the shareholders of the subsidiary approved the subsidiary to issue debentures not exceeding Baht 3,000
million, with period not exceeding 10 years. In case, the subsidiary redeems or repays the said debentures,
the subsidiary can issue additional debentures as substitute under the conditions and limits (Revolving).
As at 30 September 2016, the subsidiary had outstanding unsubordinated, unsecured debentures and without
a shareholder representative with the name registered in the amount of Baht 2,000 million (2,000,000 units at par value
of Baht 1,000 each). These debentures mature on 9 December 2018 and 6 July 2019 with fixed coupon rate of 2.51% per
annum and 2.20% per annum, respectively, and payable every six-month period. In this regard, the remaining facility
after such issuance was Baht 1,000 million.
The subsidiary must comply with the conditions and interest-bearing debt to equity ratios over the term of
the debentures.
(d)
The long-term loan agreements with two financial institutions, entered into by a direct subsidiary, is detailed as follows:
(d.1)
The principal of the long-term loans is amounting to Baht 1,000 million which will be repaid monthly in
5 installments, Baht 200 million each, commencing from November 2015 to March 2016, interest was monthly
payable at 3.85% per annum. As at 30 September 2016, the outstanding balance of the long-term loan was
fully paid up by the subsidiary (31 December 2015: the outstanding balance was Baht 600 million).
(d.2)
The principal of the long-term loan agreement is amounting to Baht 500 million which will be repaid monthly
in 5 installments, Baht 100 million each, commencing from February 2017 to June 2017, interest was monthly
payable at 2.25% per annum. As at 30 September 2016, the outstanding balance of the long-term loan was
Baht 500 million (31 December 2015: Baht 500 million).
Tranche A
5,000
5,000
23 Mar 17
Tranche B
1,000
1,000
25 Jun 18
Tranche C
2,000
2,000
3 Mar 17
Tranche A
5,000
5,000
22 Dec 17
Tranche B
5,000
5,000
23 Mar 16
Tranche C
4,000
4,000
22 Jun 18
5,000
5,000
23 Dec 16
The principal of the long-term loan is amounting to GBP 10 million with three-year period. The long-term loan is
repayable in 12 consecutive quarterly installments. The first 11 installments shall be repayable in the amount of
GBP 250,000 per installment and the final installment shall be repayable in the remaining amount. As at 30 September 2016,
the outstanding balance of the long-term loan was GBP 8.25 million or equivalent to Baht 371 million (31 December
2015: GBP 9 million or equivalent to Baht 482 million).
3 Mar 17
The Group and the Company most comply with the conditions and requirements as stipulated in the loan agreement.
No. 2
No. 3
Bill of exchanges
Less: prepaid interest
(28)
Net
Bill of exchanges
4,972
2,000
(16)
Net
Bill of exchanges
1,984
3,500
1,500
23 Nov 17
1,469
5,000
5,000
(134)
Net
4,866
39,000
38,719
The long-term loan facility agreement with the foreign financial institution, entered into by an overseas indirect
subsidiary, is detailed as follows:
As at 30 September 2016, the Group and the Company had unutilised credit facilities totalling Baht 74,896 million and Baht
46,268 million, respectively (31 December 2015: Baht 71,311 million and Baht 40,418 million, respectively).
The currency denomination of interest-bearing liabilities as at 30 September 2016 and 31 December 2015 was as follows:
(31)
Net
Total
13 Nov 17
3,428
3,500
(72)
Net
Bill of exchanges
2,000
(e)
23 Feb 18
208
Financial Statements
Financial Statements
Consolidated
financial statements
Note
209
30 September
2016
31 December
2015
Separate
financial statements
30 September
2016
31 December
2015
30 September
2016
31 December
2015
Separate
financial statements
30 September
2016
31 December
2015
(in million Baht)
46,070
44,242
67,213
70,488
15
15
1,264
1,317
46,085
44,257
68,477
71,805
Accrued expenses
2,535
1,840
208
146
1,390
1,613
464
550
395
817
514
183
29
5,298
5,003
215
184
Others
Consolidated
financial statements
Note
30 September
2016
31 December
2015
Separate
financial statements
30 September
2016
31 December
2015
Total
The currency denomination of other payables as at 30 September 2016 and 31 December 2015 was as follows:
Related parties
1,542
1,564
Other parties
2,990
3,287
Total
4,532
4,851
The currency denomination of trade accounts payable as at 30 September 2016 and 31 December 2015 was as follows:
Consolidated
financial statements
30 September
2016
31 December
2015
31 December
2015
(in million Baht)
4,173
4,609
297
117
38
64
17
12
48
4,532
4,851
Euro (EUR)
Total
30 September
2016
31 December
2015
Separate
financial statements
30 September
2016
31 December
2015
(in million Baht)
Separate
financial statements
30 September
2016
Consolidated
financial statements
currencies of subsidiaries
5,126
4,902
215
184
Euro (EUR)
69
20
Ringgit (MYR)
52
25
21
18
56
5,298
5,003
215
184
31 December
2015
Separate
financial statements
30 September
2016
31 December
2015
(in million Baht)
961
1,500
20
53
485
524
409
170
287
25
86
97
1,941
2,291
308
79
Others
Total
210
Financial Statements
Financial Statements
31 December
2015
Consolidated
financial statements
Separate
financial statements
30 September
2016
For the
nine-month
period ended
30 September
Note
2016
31 December
2015
(in million Baht)
11
11
45
45
Interest on obligation
Actuarial (gains) losses
Post-employment benefits
- compensation plan based on Thai Labour law
Total
2,831
2,761
201
200
2,887
2,817
201
200
For the
For the year
nine-month
ended period ended
31 December 30 September
2015
2016
For the
nine-month
period ended
30 September
2016
Separate
financial statements
For the
nine-month
period ended
30 September
2016
200
173
132
162
13
12
58
80
(2)
199
240
18
18
29
(75)
109
(4)
15
(75)
109
(4)
15
(54)
(109)
(13)
(6)
(54)
(109)
(13)
(6)
2,887
2,817
201
200
Other
Benefit paid
Defined benefit obligations at
30 September / 31 December
190
242
18
18
(2)
199
240
18
18
(75)
109
(4)
15
(12)
63
(46)
(42)
Consolidated
financial statements
2,577
Actuarial gains and losses recognised in other comprehensive income arising from:
2,817
Consolidated
financial statements
For the
nine-month
period ended
30 September
2016
Separate
financial statements
the period/year
211
Separate
financial statements
For the
For the year
nine-month
ended period ended
31 December 30 September
2015
2016
Demographic assumptions
Financial assumptions
(128)
(32)
(8)
73
76
Experience adjustment
(20)
65
(1)
10
Total
(75)
109
(4)
15
Actuarial assumptions
The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).
Consolidated
financial statements
The defined benefit plans expose the Group to actuarial risks, such as longevity risk, interest rate risk and market
(investment) risk.
30 September
2016
31 December
2015
Separate
financial statements
30 September
2016
31 December
2015
%
Discount rate
Future salary growth
2.25 - 2.50
2.75 - 2.90
2.50
2.90
5.00
5.00
5.00
5.00
212
Financial Statements
Financial Statements
Assumptions regarding future mortality have been based on published statistics and mortality tables.
b) to approve on the increase in the authorised share capital of the Company of Baht 45 million, from approximately Baht
25,110 million to be approximately Baht 25,155 million, in accordance with newly-issued ordinary shares and to
endorse on the allocation of the new 45 million shares in response to the Long-term Incentive Plan.
At 30 September 2016, the weighted-average duration of the defined benefit obligation was 7 - 13 years (31 December
2015: 15 years).
The Company completed the registration of the decrease of the Companys registered capital and the increase of the
Companys registered capital as aforementioned with the Department of Business Development, the Ministry of
Commerce, on 19 May 2016 and 24 May 2016, respectively.
Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligation by the amounts shown below.
Consolidated
financial statements
Separate financial
statements
(in million Baht)
Increase
Decrease
Increase
Decrease
(119)
127
(6)
79
(75)
(6)
146
(99)
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide
an approximation of the sensitivity of the assumptions shown.
per share
Number
Baht
(in Baht)
Number
Share premium
Section 51 of the Public Companies Act B.E. 2535 requires companies to set aside share subscription monies received in
excess of the par value of the shares issued to a reserve account (Share premium). Share premium is not available for
dividend distribution.
24. Reserves
Reserves comprise:
Appropriations of profit and/or retained earnings
Legal reserve
Section 116 of the Public Companies Act B.E. 2535 requires that a public company shall allocate not less than 5% of its
annual net profit, less any accumulated losses brought forward, if any, to a reserve account (Legal reserve), until this
account reaches an amount not less than 10% of the registered authorised capital. The legal reserve is not available for
dividend distribution.
Other components of equity
Baht
Authorised
At 1 January
- ordinary shares
29,000
29,000
29,000
29,000
Reduction of shares
(3,890)
(3,890)
45
45
25,155
25,155
29,000
29,000
Valuation surplus
The valuation surplus account within equity comprises the cumulative net change in the valuation of property, plant and
equipment included in the financial statements at valuation until such property, plant and equipment is sold or otherwise
disposed of.
25,110
25,110
25,110
25,110
Movements in reserves
Movements in reserves are shown in the statements of changes in equity.
25,110
25,110
25,110
25,110
At 30 September / 31 December
- ordinary shares
Issued and paid-up
At 1 January
- ordinary shares
At 30 September / 31 December
- ordinary shares
The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one
vote per share at meetings of the Company.
Segment information is presented in respect of the Groups business and geographical segments. The primary format,
business segments, is based on the Groups management and internal reporting structure.
At the annual general meeting of the shareholders of the Company held on 28 April 2016, the shareholders had the
following resolutions:
a) to approve on the reduction in the authorised share capital of the Company by entailing of the cancellation of unissued
shares of approximately Baht 3,890 million, from Baht 29,000 million to be approximately Baht 25,110 million; and
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis. Unallocated items mainly comprise net foreign exchange gain or loss, parts loans and
related finance costs, and some items of investments.
213
14,548
(1,080)
449
(1,529)
106
15,210
(1,811)
742
(2,553)
108
20,123
174
2,004
5,986
11,959
54
(12)
66
4,962
1,476
585
2,895
5,028
32
4,990
57
(12)
69
6,539
13
1,819
761
3,946
6,608
30
6,577
(192)
(11)
(61)
(120)
(192)
(16)
(176)
(240)
(64)
(64)
(112)
(240)
(120)
(120)
3,269
16,302
(3,643)
19,945
106
120,048
278
8,790
13,389
97,591
139,887
697
37
139,153
19,036
2,734
1,215
(252)
1,467
41,909
109
1,626
4,885
8,590
17,462
969
30
16,458
2,780
(441)
3,221
41,366
87
2,002
4,796
35,024
13,575
280
30
13,260
(535)
20,169
(4,986)
25,155
81,058
29
1,845
4,520
34,972
43,376
260
43,103
- Finance costs
Unallocated items:
18,187
(3,639)
58,702
in associates
258
5,713
4,074
71,013
44,587
180
10
44,389
26,464
6,834
(831)
(1)
3,818
3,848
19,630
(4,508)
24,138
108
149,389
532
11,474
15,553
121,830
173,419
1,351
19
172,049
Total
Financial Statements
134
3,854
Administrative expenses
Finance costs
3,460
51,254
106,213
212
10
80
105,911
For the
nine-month
period ended
30 September
2016
Selling expenses
76,889
221
19
135
76,514
Other income
Interest income
Inter-segment revenue
In presenting information on the basis of geographical information, revenue is based on the geographical location of
customers. Assets are based on the geographical location of the assets.
Elimination
Business segments
The Group comprises the following main business segments:
Geographical information
Operating units of the Group are mainly located in Thailand. Portions of product produced from these units are exported
directly or indirectly through foreign subsidiaries to external customers. Certain operating units of subsidiaries are
located in foreign countries.
For the
nine-month
period ended
30 September
2016
Food
For the
nine-month
period ended
30 September
2016
In preparing segmental information, those liabilities and related interest expense that are not specifically attributable to a
particular segment are allocated on a percentage of net assets basis. Management believes this to be a fair indication of
the actual use of the liabilities.
For the
nine-month
period ended
30 September
2016
Non-alcoholic beverages
Non-alcoholic
beverages
Beer
For the
nine-month
period ended
30 September
2016
Beer
Spirits
For the
nine-month
period ended
30 September
2016
Spirits
214
Annual Report 2016
Thai Beverage Public Company Limited
215
Financial Statements
216
4,166
4,358
42
(11)
2,910
3,259
34
12
495
500
(13)
(2)
(59)
9
9
391
1,508
215
1,140
(59)
1,085
1,364
33
731
323
Thailand
134,619
Overseas
30 September
2016
31 December
2015
165,670
5,268
7,749
1,777
2,126
173,419
47,871
46,922
63
4
20
10
16
Separate
financial statements
For the
For the year
nine-month
ended period ended
31 December 30 September
2015
2016
134
304
92
74
88
66
60
19
25
Transportation income
16
21
Rental income
15
24
14
446
Others
199
198
13
Total
643
1,159
13
Amortisation
44,796
139,887
For the
nine-month
period ended
30 September
Note
2016
28
573
1,619
1,210
46,094
Depreciation
62,751
63,941
Total liabilities
For the
nine-month
period ended
30 September
2016
Consolidated
financial statements
600
24,879
24,972
Unallocated items:
Property, plant
andequipment
Revenue
Total
2,208
37,872
38,969
1,422
10,075
10,802
6,995
7,039
19,380
19,654
Geographical information
The geographical financial information of the Group in the consolidated financial statements as at 30 September 2016 and
31 December 2015 and for the nine-month period ended 30 September 2016 for the year ended 31 December 2015 was as
follows:
731
18,493
17,856
961
3,652
4,150
4,509
4,530
9,371
8,219
Other liabilities
Certain operating segment information in the year ended 31 December 2015 have been reclassified to conform to the
presentation in the nine-month period ended 30 September 2016. The reclassification of the operating segment
information regarding the results of each reportable segment have been made, because management believes that such
information is more appropriate in evaluating the results of the Groups segments.
Capital expenditure
19,379
21,113
461
517
6,423
6,652
2,486
2,509
10,009
11,435
Interest-bearing liabilities
Total assets
- Investments in associates
Unallocated items:
Capital expenditure, depreciation, amortisation, and gain (loss) on disposal of assets for the nine-month period ended 30 September 2016 and the year ended 31 December 2015
were as follows:
182,017
187,653
1,474
75,165
77,919
957
24,726
106,852
23,718
109,734
3,751
3,651
1,479
10,396
26,962
28,360
10,521
2,710
17,434
8,944
9,333
Other assets
60,289
59,254
3,518
16,885
1,543
46,922
47,871
2,063
10,219
19,141
19,125
10,212
16,541
15,522
1,970
35,204
38,145
Total
Financial Statements
209
138
1,044
1,298
3,155
4,505
30,796
32,204
Inventories
31 December 30 September
2015
2016
31 December 30 September
2015
2016
31 December 30 September
2015
2016
Food
30 September
2016
31 December 30 September
2015
2016
Non-alcoholic
beverages
Beer
Spirits
31 December
2015
Financial Statements
217
218
Financial Statements
219
Financial Statements
For the
nine-month
period ended
30 September
2016
Separate
financial statements
For the
For the year
nine-month
ended period ended
31 December 30 September
2015
2016
Consolidated
financial statements
For the
nine-month
period ended
30 September
2016
Separate
financial statements
For the
For the year
nine-month
ended period ended
31 December 30 September
2015
2016
5,258
6,802
Personnel expenses
3,380
Management
3,930
Transportation expenses
179
242
179
1,057
242
1,123
Rental fee
907
118
118
150
Bonus
150
869
Travelling expenses
901
1,123
Commission expenses
325
376
1,495
1,396
51
54
22
27
13,389
15,553
353
453
324
426
6,681
8,329
340
382
Bonus
1,267
1,333
130
102
612
673
14
18
167
207
11
13
Others
Total
Other employees
For the
nine-month
period ended
30 September
2016
Separate
financial statements
For the
For the year
nine-month
ended period ended
31 December 30 September
2015
2016
Personnel expenses
3,991
4,930
23
30
616
1,064
Donation
528
546
444
639
353
381
324
426
Rental fee
350
651
Idle capacity
347
547
Utilities expenses
310
430
293
341
248
221
18
27
Travelling expenses
202
364
Others
1,108
1,361
14
Total
8,790
11,475
384
512
Others
1,309
1,658
91
76
10,036
12,200
586
591
10,389
12,653
910
1,017
220
Financial Statements
Financial Statements
The statements of income include an analysis of expenses by function. Expenses by nature disclosed in accordance with
the requirements of various TFRS were as follows:
Consolidated
financial statements
For the
nine-month
period ended
30 September
2016
Consolidated
financial statements
Separate
financial statements
For the
For the year
nine-month
ended period ended
31 December 30 September
2015
2016
For the
nine-month
period ended
30 September
Note
2016
94,814
113,585
2,665
3,412
563
561
2,096
2,927
21
22
3,731
4,672
3,380
3,930
1,527
2,130
3,767
4,662
315
68
(13)
(4)
(3)
3,754
4,658
315
65
(37)
(22)
(1)
(74)
(128)
(111)
(150)
(1)
3,643
4,508
317
64
For the
For the year
nine-month
ended period ended
31 December 30 September
2015
2016
(3,955)
Separate
financial statements
Current period/year
221
16
4,344
5,311
347
456
616
1,064
Rental fee
350
651
30 September 2016
31 December 2015
Before
tax
Tax
benefit
(expense)
Net of
tax
Before
tax
Tax
benefit
Net of
tax
(in million Baht)
Consolidated
financial statements
For the
nine-month
period ended
30 September
Note
2016
Separate
financial statements
For the
nine-month
period ended
30 September
2016
2,137
2,137
1,148
1,148
(1,533)
11
(1,522)
2,401
20
2,421
1,730
(346)
1,384
75
(15)
60
(110)
25
(85)
(2)
2,418
(352)
2,066
3,439
45
3,484
Interest expense:
Related parties
Financial institutions
Exchange differences
Total interest expense
Less amounts included in the cost of assets
Net
(losses) gains
4
951
1,334
814
1,376
728
884
814
1,378
1,679
2,218
(1)
(15)
813
1,363
1,679
2,218
222
Financial Statements
223
Financial Statements
Before
tax
Tax
benefit
(expense)
Net of
tax
Before
tax
Tax
benefit
Net of
tax
(in million Baht)
(1)
(15)
(12)
(1)
(15)
(12)
19,036
26,464
3,643
4,508
22,679
30,972
20.00
4,536
20.00
6,194
(194)
(311)
(930)
(1,640)
168
161
66
91
(3)
13
16.06
3,643
14.56
Revenue Code Amendment Act no. 42 B.E. 2559 dated 3 March 2016 grants a reduction of the corporate income tax rate
to 20% of net taxable profit for accounting periods which begin on or after 1 January 2016.
4,508
Consolidated
financial statements
Rate
(in million Baht)
18,987
9,715
317
64
19,304
9,779
20.00
1.64
For the
nine-month
period ended
30 September
2016
3,861
20.00
1,956
(3,563)
(1,917)
19
28
(3)
317
0.65
64
Separate
financial statements
For the
For the year
nine-month
ended period ended
31 December 30 September
2015
2016
4,023
4,824
Non-promoted businesses
135,130
167,225
Total income
139,153
172,049
Promoted businesses
224
Financial Statements
Financial Statements
For the
nine-month
period ended
30 September
2016
Separate
financial statements
For the
For the year
nine-month
ended period ended
31 December 30 September
2015
2016
Effective
interest rate
Total
(in million Baht)
2016
After 1 year
but within
5 years
Within
1 year
(% perannum)
225
18,920
26,463
18,987
9,715
25,110
25,110
25,110
25,110
0.75
1.05
0.76
0.39
35. Dividends
Current
Short-term loans receivable - related parties
5.00
Total
6,912
6,912
6,912
6,912
2015
Current
At the annual general meeting of the shareholders of the Company held on 28 April 2016, the shareholders had the
resolution to approve the appropriation of dividend of Baht 0.61 per share, totalling Baht 15,317 million. On 10 September
2015, a portion of the said dividend was paid as the interim dividend of Baht 0.15 per share, totalling Baht 3,767 million.
The remaining dividend payment of Baht 0.46 per share totalling Baht 11,551 million, was paid to the shareholders on 26
May 2016.
6,902
6,902
6,902
6,902
The effective interest rates of interest-bearing financial liabilities as at 30 September 2016 and 31 December 2015 and
the periods in which those liabilities mature or re-price were as follows:
At the board of directors meeting of the Company held on 11 August 2016, the board of directors had the resolution to
approve the appropriation of dividend of Baht 0.20 per share, totalling Baht 5,022 million. On 7 September, the interim
dividend was paid to the shareholders.
At the annual general meeting of the shareholders of the Company held on 22 April 2015, the shareholders had the
resolution to approve the appropriation of dividend of Baht 0.61 per share, totalling Baht 15,317 million. On 11 September
2014, a portion of the said dividend was paid as the interim dividend of Baht 0.15 per share, totalling Baht 3,767 million.
The remaining dividend of Baht 0.46 per share, totalling Baht 11,551 million, was paid to the shareholders during 2015.
5.00
Total
Within
1 year
After 1 year
but within
5 years
(% perannum)
Total
(in million Baht)
2016
Current
Bank overdrafts
1.60 - 1.75
1,072
1,072
1.75 - 1.78
2,423
2,423
1.88 - 3.35
15,501
15,501
Debentures
2.20 - 2.51
2,000
2,000
1.88 - 3.10
25,089
25,089
18,996
27,089
46,085
Total
226
Financial Statements
Financial Statements
Within
1 year
After 1 year
but within
5 years
(% perannum)
Total
(in million Baht)
2015
current
Bank overdrafts
1.60 - 7.36
1,448
1,448
1.63 - 3.00
6,394
6,394
4.00
1,000
1,000
Consolidated
financial statements
Note
2.08 - 3.85
9,532
9,532
2.51
1,000
1,000
1.98 - 3.10
24,883
24,883
18,374
25,883
44,257
Non-current
Debenture
Long-term loans payable - financial institutions
Total
Within
1 year
After 1 year
but within
5 years
(% perannum)
Total
(in million Baht)
1,989
1,989
1.98 - 3.35
14,956
14,956
4.00
25,505
25,505
Non-current
Long-term loans payable - financial institutions
Long-term loans payable - related parties
1.88 - 3.10
24,763
24,763
2.30
1,264
1,264
42,450
26,027
68,477
Total
42
31
19
(7)
(6)
(17)
(1)
(12)
Interest-bearing liabilities
18
(15)
(15)
Other payables
20
(25)
(1)
(11)
(1)
(12)
(4)
(10)
(1)
(12)
Net exposure
United States Dollars
Cash and cash equivalents
83
44
19
68
19
(38)
(64)
position exposure
1.63 - 2.00
5,629
5,629
2.58 - 3.43
8,879
8,879
5.00
32,025
32,025
(1)
(3)
(1)
(21)
(18)
42
27
(1)
(404)
(423)
(17)
(696)
(722)
(1,075)
(1,118)
(1)
53
52
(1,022)
(1,066)
(1)
Non-current
Long-term loans payable - financial institutions
4
20
current
Short-term loans payable - financial
31 December
2015
Other payables
2015
30 September
2016
31 December
2015
Singapore Dollars
position exposure
current
30 September
2016
Separate
financial statements
related parties
2016
Short-term loans payable - financial
227
1.98 - 3.10
23,955
23,955
2.32
1,317
1,317
46,533
25,272
71,805
Net exposure
228
Financial Statements
Financial Statements
Consolidated
financial statements
Note
229
30 September
2016
31 December
2015
Separate
financial statements
30 September
2016
Consolidated
financial statements
31 December
2015
Note
30 September
2016
31 December
2015
Separate
financial statements
30 September
2016
Euro
31 December
2015
(in million Baht)
36
19
(297)
(117)
(84)
20
(69)
(20)
Other receivables
Trade accounts payable
Trade accounts payable - related parties
Other payables
Gross statement of financial
related parties
35
1,265
1,317
35
1,265
1,317
(56)
(56)
position exposure
Estimated forecast purchase of goods
(442)
(100)
Other payables
(933)
(1,000)
20
position exposure
(71)
(141)
(117)
(2)
(252)
Gross exposure
(117)
(58)
Other provisions
(112)
(53)
55
Gross exposure
(1,810)
(1,294)
Net exposure
(117)
(3)
259
16
(1,551)
(1,278)
13
15
40
Other receivables
Pound Sterling
Cash and cash equivalents
19
(17)
(12)
(1)
(1)
20
(5)
(1)
(19)
(10)
(22)
(2)
(168)
(469)
(163)
(189)
Gross exposure
(395)
(670)
(48)
(48)
33
Net exposure
(15)
Australian Dollars
Trade accounts payable
19
Other payables
19
(1)
(3)
20
(52)
(5)
18
230
Financial Statements
Financial Statements
Credit risk
Credit risk is the potential financial loss resulting from the failure of a customer or counterparty to settle its financial and
contractual obligations to the Group as and when they fall due.
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit
evaluations are performed on all customers requiring credit over a certain amount. At the reporting date there were no
significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of
each financial asset in the statement of financial position. However, due to the large number of parties comprising the
Groups customer base, management does not anticipate material losses from its debt collection.
Total
Level 2
Level 3
Total
Foreign currency
-
109
109
in asset position
25,089
40,590
40,839
40,839
2,000
2,000
2,014
2,014
Foreign currency
forwards contracts
in liability position
333
333
88
88
9,532
24,883
34,415
34,803
34,803
1,000
1,000
2,000
2,014
2,014
167
167
31 December 2015
Financial assets
Foreign currency forwards
contracts in asset position
Financial liabilities
Long-term loans and bill of
exchanges from financial
institutions
Debentures
Foreign currency forwards
contracts in liability position
Level 3
Total
related party
1,264
1,264
1,160
1,160
14,956
24,763
39,719
39,960
39,960
1,317
1,317
1,317
1,317
8,879
23,955
32,834
33,221
33,221
31 December 2015
Financial liabilities
Long-term loan from
related party
Long-term loans and
A fair value of financial assets and financial liabilities is taken to approximate the carrying value to the relatively shortterm maturity.
Financial instruments carried at fair value
Available-for-sale equity security is an investment in equity shares. The fair value of the investment is determined to be
Level 2 under the fair value hierarchy.
Financial liabilities
Debentures
Level 2
institutions
Financial assets
institutions
Level 1
30 September 2016
forwards contracts
Total
Financial liabilities
Fair value
Level 1
Noncurrent
Fair value
30 September 2016
Noncurrent
Carrying value
Current
Liquidity risk
The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management
to finance the Groups operations and to mitigate the effects of fluctuations in cash flows.
Current
231
232
Financial Statements
Financial Statements
31 December
2015
Separate
financial statements
30 September
2016
31 December
2015
(in million Baht)
As at 30 September 2016, the remaining commitment to be paid relating to this agreement amounted to Baht 212.31
million (31 December 2015: Baht 228.06 million).
Capital commitments
Contracted but not provided for:
Machinery and equipment
Buildings and other constructions
Computer software
Consultancy agreement
On 6 November 2014, the Company entered into a consulting agreement with a company to provide advices and
consultancy related to distillery process in Thailand and other works specified in the agreement for a period of 10 years
from 1 November 2014 to 31 October 2024. Under the agreement, the Company is obliged to pay monthly service fees
approximately Baht 1.67 million which is to be increased by 5% every 12 months for the period of 10 years. Therefore,
the total fees under the agreement amounted to Baht 251.56 million.
1,052
325
171
201
15
18
Land
Total
1,238
553
640
640
23
22
563
514
40
46
Sponsorship agreement
In 2014, a subsidiary has entered into an advertising services agreement and a sponsorship agreement with Everton
Football Club, in the United Kingdom, for a period of three years from 1 June 2014 to 31 May 2017 in order to promote
the Groups businesses globally. Under the conditions as stipulated in the agreements, the subsidiary is obliged to pay a
minimum payment of GBP 0.75 million and a maximum payment of GBP 3.05 million per annum and minimum special
bonus with the minimum amount of GBP 0.03 million and the maximum amount of GBP 1.70 million per annum, depending
on performance of Everton football team in each year.
In 2015, a subsidiary has entered into a sponsorship agreement with a football club in Spain, for a period of three years
from 1 July 2015 to 30 June 2018, in order to promote the Companys products as specified in the agreement, whereby
the Company is granted a license to utilise the trade names, trademarks, images and logos of the owner party. The
subsidiary is obliged to pay total amounts of Euro 3.6 million during three years at the conditions specified in the
agreement.
79
82
1,282
1,236
63
68
1,420
1,632
1,142
1,224
370
397
Bank guarantees
1,067
1,142
28
The Companys subsidiary and Oishi Ramen Co., Ltd., the Companys indirect subsidiary, entered into a material and
Service agreements
618
896
11
package trading agreement with a local company for distribution of their products to the Groups restaurants and for
542
1,068
materials and packaging management to the Companys subsidiary and its indirect subsidiary. The Companys subsidiary
334
167
and its indirect subsidiary agreed to pay the service charge at the rate as specified in the agreement for a period of three
307
1,668
253
73
109
88
Other agreements
Total
22
14
5,814
7,972
382
433
Transportation agreement
The Companys subsidiary and Oishi Trading Co., Ltd., the Companys indirect subsidiary, entered into a transportation
agreement with a local company to transport their products from factory to the defined destination. Transportation cost
is calculated for each trip at the rate as specified in the agreement.The agreement shall be in effect for a period of two
years from 1 July 2010 to 30 June 2012. Unless there is notification from either party to terminate the agreement at the
expiration date, this agreement continues to be in effect for a successive one year term.
Purchase natural gas agreement
On 30 September 2009, Oishi Trading Co., Ltd., the Companys indirect subsidiary, entered into a purchase natural gas
agreement with a local company. The aforesaid indirect subsidiary agreed to pay disbursements and comply with the
conditions as stipulated in the agreement. This agreement shall be in effect for a period of seven years, from 21
December 2009 to 30 November 2016, with a renewal option whereby either party gives a written notification to other
not later than 90 days prior to the expiration date.
Contract manufacturing agreement
On 1 May 2015, Oishi Trading Co. Ltd., the Companys subsidiary, entered into a contract manufacturing agreement with
a local company at the price conditions as specified in the agreement. The agreement is for five years period from 1 May
2015 to 30 April 2020.
233
234
Financial Statements
Financial Statements
TFRS
Topic
Business Combination
On 17 October 2016, International Beverage Vietnam Company Limited, the Companys indirect subsidiary, was
incorporated in Vietnam with an authorised share capital of USD200,000. International Beverage Holding Limited, which
is the Companys subsidiary, holds the entire shares.
Insurance Contracts
Operating Segments
Joint Arrangements
At the Executive Committee meeting of the Company held on 19 October 2016, the Executive Committee unanimously
approved in principle for InterBev (Singapore) Limited (IBS), the Companys indirect subsidiaries, to increase its
authorised and paid-up share capital amounting to SGD 5.60 million. In this regard, IBS increased its authorised and paidup share capital from SGD 66.74 million (66.74 million ordinary shares with a SGD 1 par value) to be SGD 72.34 million
(72.34 million ordinary shares with a SGD 1 par value).
At the Board of Directors meeting of Fraser and Neave, Limited (F&N) and Frasers Centrepoint Limited (FCL), held on
7 November 2016 and 9 November 2016, respectively, the Board of Directors of F&N and FCL approved the interim
dividend payment of SGD 0.03 and SGD 0.062 per share, respectively. The interim dividend will be paid to the
shareholders in 2017.
At the Board of Directors meeting of the Company held on 18 November 2016, the Board of Directors agreed to propose
a dividend payment of Baht 0.60 per share, totalling Baht 15,066. million. The interim dividend was paid Baht 0.20 per
share, totalling Baht 5,022 million on 7 September 2016. The remaining dividend payment is Baht 0.4 per share, totalling
Baht 10,044 million. The Board of Directors propose this matter to the shareholders meeting for further approval.
Topic
Inventories
Income Taxes
Leases
Revenue
Borrowing Costs
Impairment of Assets
Investment Property
Agriculture
Share-based Payment
or its Shareholders
TSIC 27 (revised 2016)
FAP Announcement
No. 5/2559
The Group has made a preliminary assessment of the potential initial impact on the consolidated and separate financial
statements of this announcement and expects that there will be no material impact on the financial statements in the
period of initial application.
235
236
Financial Statements
Statement of income
Financial Statements
Consolidated
financial statements
Separate
financial statements
2016
2015
2016
2015
(Unaudited)
5,158,683
2,478,588
Dividend income
4,984
2,901
17,369,640
5,588,824
Interest income
37,490
11,095
218,744
566,440
49,922
31,711
66,353
Other income
642,515
887,702
2,406
12,439
Total income
139,887,574
122,102,394
22,815,826
8,646,291
97,590,784
85,050,071
1,448,797
1,077,361
13,388,906
11,253,133
8,790,385
8,033,170
384,568
382,915
Expenses
Administrative expenses
Net loss on foreign exchange
Finance costs
Total expenses
107,051
813,036
1,027,800
1,678,840
1,556,426
120,583,111
105,364,174
3,512,205
3,123,753
3,819,737
income
22,679,112
23,783,579
19,303,621
5,522,538
(3,642,816)
(3,315,602)
(316,865)
(11,522)
19,036,296
20,467,977
18,986,756
5,511,016
19,036,296
20,467,977
18,986,756
5,511,016
0.75
0.81
0.76
0.22
4,325
(14,725)
(865)
60,633
3,460
2,136,647
(521,001)
(1,532,917)
2,721,639
1,730,671
8,726
(1,587)
(337,486)
22,656
2,005,641
2,221,707
2,066,274
2,221,707
3,460
21,102,570
22,689,684
18,990,216
5,511,016
20,757,136
22,655,872
18,990,216
5,511,016
345,434
33,812
21,102,570
22,689,684
18,990,216
5,511,016
the period
34,265
116,672
75,358
5,511,016
5,511,016
18,986,756
18,986,756
3,225,622
20,433,712
20,467,977
to profit or loss
3,374,649
18,919,624
19,036,296
income
2015
(Unaudited)
Non-controlling interests
2016
to profit or loss
available-for-sale investments
2015
Selling expenses
121,168,985
Separate
financial statements
2016
139,152,663
Management fees
Consolidated
financial statements
(Unaudited)
Income
Revenue from sale of goods
237
238
Financial Statements
Financial Statements
Consolidated
financial statements
Separate
financial statements
2016
2015
2016
(Unaudited)
20,467,977
18,986,756
5,511,016
Adjustments for
Depreciation and amortisation
3,293,208
3,272,521
Consolidated
financial statements
Separate
financial statements
2016
2015
(in thousand Baht)
19,036,296
22,335
16,816
2015
2016
(Unaudited)
(Unaudited)
239
(Unaudited)
2015
(in thousand Baht)
478,159
(126,304)
107,137
(50,754)
(349,922)
(321,676)
176,698
169,691
(78,976)
(69,795)
(12,269)
Interest income
(37,490)
(11,095)
(218,744)
(566,440)
(3,127)
(17,950)
Finance costs
813,036
1,027,800
1,678,840
1,556,426
22,802,535
15,723,069
5,717,226
291,874
(2,809)
11,756
(59,255)
111,725
(4,314,120)
(4,725,627)
(202,554)
(64,511)
18,488,415
10,997,442
5,514,672
227,363
(5,511)
14,734
259,662
571,645
37,500
7,031
35,520
11,154
37,500
7,031
2,355,752
2,275,873
17,369,640
5,588,824
(1,541)
(74,580)
(1)
(2)
2,405
(7,161,100)
(4,188,342)
7,151,300
5,027,542
(445,766)
(351,750)
(30,072,442)
(2,408)
Interest received
49,960
(19,913)
(11)
(88,057)
(98)
(4,984)
(2,901)
(17,369,640)
(5,588,824)
187,457
181,540
17,747
13,795
(3,819,737)
(3,374,649)
(3,225,622)
3,642,816
Dividends received
Increase in current investments
14,450
19,512
1,736,271
(154,405)
22,483
(2,954,297)
(2,985,077)
(42,001)
(24,237)
132,316
99,061
56
16
(56,355)
(43,521)
(10,558)
(9,979)
1,210
3,953
2,656
(4,157)
(446,266)
958,662
17,215,249
(23,106,971)
3,315,602
316,865
11,522
23,545,229
20,729,718
3,381,936
1,073,056
1,310,168
526,746
1,985,806
(558,372)
363,712
79,656
(4,933)
(74,989)
(113,536)
(48,315)
(18,262)
(2,646)
(2,941,425)
(5,224,248)
861,729
706,004
9,371
(38,375)
(318,943)
(288,664)
49,467
(222,103)
91,742
(225,737)
20,468
19,036
(648)
6,314
(535)
2,734
3,143
(1)
-
3,269
3,820
-
(3,316)
14,154
16,302
(3,643)
17,470
19,945
106
82
104,714
380
278
120,048
8,031
8,790
11,253
13,389
85,050
97,591
122,102
11
922
121,169
Unallocated items:
23
(7)
(12)
54
(1,153)
482
449
(1,080)
730
(169)
(441)
2,780
14,554
14,548
(3,622)
(3,639)
30
66
(1,635)
(1,529)
899
3,221
18,176
18,187
82
106
in associates
(144)
(192)
4,917
4,962
6
152
14,885
15,210
109
55
26,569
41,366
29
166
58,487
58,702
134
Finance costs
(39)
(11)
1,365
1,476
(22)
(61)
575
585
4,329
(83)
(120)
2,970
2,895
8,959
(144)
(192)
4,947
5,028
13,168
(54)
(16)
21
32
3
3
719
1,445
1,626
1,389
1,845
2016
Spirits
2016
3,871
9,432,000
3,854
Administrative expenses
4,885
3,066
2,263
4,520
3,203
3,305
336,023
3,460
500,249
Selling expenses
8,590
24,950,000
22,059
34,972
Non-cash items
51,145
112,823
51,254
1,734,302
1,497,949
13,575
5,059,219
at 30 September
27,468
44,587
76,663
(312,838)
foreign operations
Cash and cash equivalents
76,889
(869,708)
37,082
594,577
280
2,230,079
3,489,986
116
10
75,741
180
1,139,725
(419,292)
120
2,438,941
19
22,955,349
221
(21,590,196)
Other income
(12,375,396)
Non-alcoholic beverages
(15,603,208)
Beer
Interest income
(1,500,000)
(90)
(3,000,000)
(176)
(32,141,044)
financial institutions
(4,633,731)
29,000,000
22
10,000,000
30
29,500,000
11,000,000
(6,403,500)
63
13,791,400
(38,862,300)
135
32,342,400
Inter-segment revenue
4,925
(59,880,000)
4,990
(6,350,000)
12,424
(75,343,000)
13,260
(7,750,000)
27,346
44,389
65,030,000
76,474
2,700,000
76,514
82,047,000
external customers
3,768,903
(Unaudited)
(Unaudited)
(Unaudited)
21,973
(Unaudited)
(375,737)
(Unaudited)
Bank overdrafts
2015
2016
(15,317,115)
Food
(16,572,616)
(61,184)
2015
(15,317,115)
(97,667)
2016
(16,572,616)
2015
(1,765,436)
2016
(1,847,680)
2015
(1,082,026)
Elimination
(942,360)
Interest paid
- Finance costs
139,887
2015
(Unaudited)
37
2016
697
2015
(Unaudited)
2016
139,153
(Unaudited)
(in million Baht)
Total
Separate
financial statements
2016
Consolidated
financial statements
2015
241
Financial Statements
2015
Financial Statements
240
242
32
37
34
12
(11)
Gain (loss) on disposal of assets
10
24
63
30
(59)
(6)
(2)
3,241
3,259
7
9
371
1,135
7
5
1,085
544
3
4
573
1,191
15
16
1,210
Depreciation
Amortisation
391
2,807
2,910
731
Capital expenditure
(Unaudited)
1,402
600
(Unaudited)
178
1,364
(Unaudited)
899
215
(Unaudited)
328
(Unaudited)
(in million Baht)
Total
2015
2016
Food
2015
2016
2015
2016
2015
2016
2015
2016
Non-alcoholic
beverages
Beer
Spirits
Capital expenditure, depreciation, amortisation and gain (loss) on disposal of assets based on business segments for the nine-month period ended 30 September 2016 and 2015
were as follow :
Financial Statements
243
Interested Persons
Transactions Report
25,292.18
91,817.83
29,911.18
146,321.06
77,995.47
5,812.31
4,879.13
148,771.72
655,581.82
14,951.56
Other income
4,789.86
16,036.62
118,860.99
7,088.28
Cost of sales
25,640.87
186,908.18
626,653.46
55,573.97
8,867.73
3,797.49
773,483.17
14,213.88
79,774.74
10
3,295.39
11
247,830.51
12
4,178.74
13
3,243.62
14
3,682.24
15
4,104,103.16
16
7,793.27
17
31,084.37
18
30,191.17
19
13,088.25
20
13,889.03
21
5,087.54
22
2,985.806
23
14,385.69
244
Selling expenses
182,363.77
38,013.42
27,051.45
4,061.70
62,718.40
4,794.02
7,498.25
8,224.23
15,125.88
10
3,001.91
11
94,158.73
Administrative expenses
4,018.17
62,902.02
54,013.11
14,650.80
6,160.27
34,648.26
4,954.03
6,073.95
2,940.49
10
24,406.14
11
InterContinental Singapore
2,704.25
12
Dhanasindhi Co.,Ltd.
6,176.09
13
11,050.68
14
30,551.73
15
15,026.08
16
32,122.80
17
18,732.00
Leasehold Fund
31,460.53
19
37,499.99
20
5,912.52
21
3,687.84
22
16,509.55
23
3,112.81
24
25,000.00
25
5,021.00
18
Purchase of assets
14,026.86
9,524.00
157,674.50
245
This Appendix of the Proposed Renewal of the Shareholders Mandate for Interested Person Transactions
(the Shareholders Mandate) will be proposed to the 2017 Annual General Meeting
of Shareholders for consideration and approval.
APPENDIX
Proposed Renewal of Shareholders Mandate for
Interested Person Transactions
1. Background
The Board of Directors of Thai Beverage Public Company Limited (the Company) refers to (a) the Notice of Annual General
Meeting of the Company dated 5 January 2017 (the Notice), accompanying the 2016 annual report (the Annual Report),
convening the Annual General Meeting (AGM) of the Company to be held on 26 January 2017, and (b) Resolution No. 9
set out in the Notice.
2. Definitions
The following definitions, or such other definitions as the SGX-ST may from time to time determine, shall apply throughout
this Appendix (including the Schedules attached hereto), unless the context otherwise requires:
approved exchange
A stock exchange that has rules which safeguard the interests of shareholders against Interested
Person Transactions according to similar principles to Chapter 9 of the Listing Manual
associate
(a) In relation to any director, chief executive officer, substantial shareholder or controlling
shareholder (being an individual):
(i) his immediate family member (that is, the persons spouse, child, adopted child,
step-child, sibling and parent);
(ii) the trustees of any trust of which he or his immediate family is a beneficiary or,
in the case of a discretionary trust, is a discretionary object; and
(iii) any company in which he and his immediate family together (directly or indirectly)
have an interest of 30% or more; and
(b) in relation to a substantial shareholder or controlling shareholder (being a company),
any other company which is its subsidiary or holding company or is a subsidiary of such
holding company or one in the equity of which it and/or such other company or
companies taken together (directly or indirectly) have an interest of 30% or more
associated company
A company in which at least 20% but not more than 50% of its shares are held by the Company
or the Group
Baht
CDP
control
controlling shareholder
A person who:
(a) holds directly or indirectly 15% or more of the total number of issued shares (excluding
treasury shares) in the company. The SGX-ST may determine that a person who satisfies
this paragraph is not a controlling shareholder; or
(b) in fact exercises control over the company
Director
246
entity at risk
The Company, a subsidiary of the Company that is not listed on the SGX-ST or an approved
exchange, or an associated company of the Company that is not listed on the SGX-ST or an
approved exchange and that is controlled by the Group, or the Group and its interested person(s)
Group
Independent Directors
Shall bear the meaning set out in paragraph 9.1 of this Appendix
Interested Person
Transaction
interested person
Listing Manual
Shareholders
Shareholders Mandate
The general mandate previously approved by Shareholders, and for which renewal is now
being sought, to permit the Company and its subsidiaries to enter into certain types of
recurrent transactions of a revenue or trading nature or those necessary for day-to-day
operations with specified classes of the Companys interested persons
SGX-ST
subsidiary
Shall bear the meaning ascribed to it under Section 5 of the Companies Act (Chapter 50 of
Singapore)
3. Shareholders Mandate
Pursuant to the prospectus issued by the Company dated 19 May 2006 (the Prospectus), approval of the Shareholders
was deemed obtained for a shareholders mandate to enable the Company and its subsidiaries which are considered to be
entity at risk within the meaning of Rule 904(2) of the Listing Manual, in their ordinary course of businesses, to enter
into categories of Interested Person Transactions with specified classes of the Companys interested persons, provided
that such transactions are entered into on an arms length basis and on normal commercial terms. The details of the
Interested Person Transactions and the shareholders mandate were disclosed in pages 124 to 148 of the Prospectus.
The said shareholders mandate was renewed at the AGMs held on 20 April 2007, 28 April 2008, 29 April 2009,
29 April 2010, 29 April 2011, 27 April 2012, 25 April 2013, 25 April 2014, 22 April 2015, and 28 April 2016
in the manner set out on pages 180 to 188, pages 201 to 212, pages 209 to 220, pages 199 to 213, pages 203 to 213,
pages 216 to 229, pages 214 to 227, pages 220 to 231, pages 228 to 239, and page 233 to 244 of the Companys
annual reports for the financial years ended 31 December 2006, 2007, 2008, 2009, 2010, 2011, 2012, 2013, 2014,
and 2015, respectively.
The Shareholders Mandate was expressed to take effect until the conclusion of the subsequent AGM. Accordingly,
the Directors propose that the Shareholders Mandate be renewed at the forthcoming AGM on 26 January 2017
(the 2017 AGM), to take effect until the next AGM of the Company.
Details of the Shareholders Mandate, including the rationale for it and the ensuing benefits to the Company, the review
procedures for determining transaction prices with interested persons and other general information relating to Chapter 9
of the Listing Manual, are set out in Schedule 1 to this Appendix.
6.1 The Audit Committee has reviewed the terms of the Shareholders Mandate and confirms that the review procedures
established by the Company for determining the transaction prices of the Interested Person Transactions as set out
under the Shareholders Mandate in Schedule 1 to this Appendix, if adhered to, are sufficient to ensure that the
Interested Person Transactions will be carried out on normal commercial terms and will not be prejudicial to the
interests of the Company and its minority Shareholders.
6.2 If, during the periodic reviews by the Audit Committee, it is of the view that the established internal controls and
review procedures referred to in Schedule 1 to this Appendix are no longer appropriate or sufficient to ensure that
the Interested Person Transactions will be transacted on normal commercial terms and will not be prejudicial to
the interests of the Company and minority Shareholders, the Company will seek a fresh mandate from Shareholders
based on new internal controls and review procedures.
The interests of the Directors and substantial shareholders of the Company in the issued shares in the capital of the Company
as at 21 October 2016 and 6 December 2016 respectively can be found in the Annual Report in respect of the financial
year ended 30 September 2016 to be or which has been, distributed to the Shareholders.
Mr. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi, who are Directors and controlling shareholders
of the Company, and Mr. Thapana Sirivadhanabhakdi and Mr. Panote Sirivadhanabhakdi, who are Directors of the Company,
will abstain, and have undertaken to ensure that their respective associates will abstain, from voting on Resolution No. 9,
being the Ordinary Resolution relating to the proposed renewal of the Shareholders Mandate, in respect of their
shareholdings in the Company, if any, at the 2017 AGM. Such persons will also not accept appointment as proxies for
any Shareholder to vote on the said resolution unless specific voting instructions have been given by the Shareholder as
to how he wants his votes to be cast in respect of the said resolution.
9.1 The Directors who are considered independent for the purposes of the proposed renewal of the Shareholders Mandate
are Mr. Narong Srisa-an, Ms. Kanoknart Rangsithienchai, Mr.Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai,
Dr. Pisanu Vichiensanth, Mr. Vivat Tejapaibul, Mr. Puchchong Chandhanakij, Gen. Dr. Choo-Chat Kambhu Na Ayudhya,
Prof. Pornchai Matangkasombut, Mr. Michael Lau Hwai Keong, Dr. Sakthip Krairiksh, Prof. Kanung Luchai,
Mr. Manu Leopairote, Mr. Prasit Kovilaikool and Mr. Ng Tat Pun (the Independent Directors). The Independent
Directors are of the opinion that the entry into the Mandated Transactions described in Schedule 1 to this Appendix
and with the Mandated Interested Persons is in the ordinary course of its business will enhance the efficiency
of the Group and is in the best interests of the Company.
9.2 For the reasons set out in Schedule 1 to this Appendix, the Independent Directors recommend that Shareholders vote
in favour of Resolution No. 9, being the Ordinary Resolution relating to the renewal of the Shareholders Mandate
at the 2017 AGM.
247
248
The Directors collectively and individually accept responsibility for the accuracy of the information given in this Appendix
and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this Appendix constitutes
full and true disclosure of all material facts about the proposed renewal of the Shareholders Mandate, the Company
and its subsidiaries, and the Directors are not aware of any facts the omission of which would make any statement in this
Appendix misleading. Where information in this Appendix has been extracted from published or otherwise publicly available
sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information
has been accurately and correctly extracted from those sources and/or reproduced in this Appendix in its proper form
and context.
11.1 Shareholders, other than those who hold their shares in the Company through CDP, who are unable to attend
the 2017 AGM and wish to appoint a proxy to attend and vote at the 2017 AGM on their behalf, will find attached
to the Invitation to the 2017 AGM a Proxy Form which they are requested to complete, sign and return in accordance
with the instructions printed thereon as soon as possible and, in any event, (a) so as to arrive at the Office of Corporate
th
Secretariat of Thai Beverage Public Company Limited, at Sangsom Building, 6 floor, 14 Vibhavadi Rangsit Road,
Chomphon Sub-district, Chatuchak District, Bangkok 10900, Thailand, no later than 24 hours before the time fixed
for the 2017 AGM; or (b) at the venue of the 2017 AGM before the meeting commences and for the attention
of the Company Secretary. The sending of a Proxy Form by a Shareholder does not preclude him from attending
and voting in person at the AGM if he finds that he is able to do so.
11.2 Persons who hold Shares in Securities Accounts with CDP may instruct CDP to exercise the voting rights for their
deposited Shares; such persons will find, attached to the Invitation to the 2017 AGM, a Voting Instructions Form
which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as
possible and, in any event so as to arrive at CDP at the address stated in the Voting Instructions Form no later than
5.00 p.m. (Singapore time) on 18 January 2017. However, it should be noted that as a matter of Thai law, and
as disclosed in the Companys prospectus dated 19 May 2006, CDP shall be the only holder of record of such Shares
and, accordingly, the only person recognised as a Shareholder and legally entitled to attend and vote at the 2017 AGM.
11.3 Persons who hold Shares in Securities Accounts with CDP who wish to personally attend and vote in their own names
at the 2017 AGM must take such steps as are necessary to transfer their Shares out of the CDP system and to have
the relevant Shares registered with the Company in their own names by 5 January 2017, being the date on which
the register of the Shareholders of the Company will be closed for the purpose of determining the rights of the
Shareholders to attend and to vote at the 2017 AGM. It should be further noted that such Shares which have been
transferred out of the CDP system cannot be traded on the SGX-ST unless they are transferred back into the CDP system.
In this regard, such transfers shall be subject to applicable taxes and fees. Please contact CDP at (65) 6535 7511
(or via email at [email protected]) should you require any guidance on the process of such transfer and registration.
12. Others
12.1 The SGX-ST takes no responsibility for the accuracy of any statements or opinions made or reports contained
in this Appendix.
12.2 If you are in any doubt as to the contents herein or as to the action you should take, you should consult your
stockbroker, bank manager, solicitor, accountant or other independent professional adviser immediately.
12.3 If you have sold all your ordinary shares in the Company, please forward this document to the purchaser or bank
or stockbroker or agent through whom the sale was effected for onward transmission to the purchaser.
249
Group means our Company, its subsidiaries and associated companies which are considered entity at risk
within the meaning of Rule 904(2) of the Listing Manual; and
250
Mandated Transactions
The transactions with Mandated Interested Persons which will be covered by the Shareholders Mandate (Mandated
Transactions) relating to the provision to, or obtaining from, Mandated Interested Persons of products and services in the
ordinary course of business of our Group or which are necessary for the day-to-day operations of our Group (but not in respect
of the purchase or sale of assets, undertakings or businesses which are not part of our day-to-day operations) are as follows:
(a) purchases from Mandated Interested Persons of raw materials and packaging materials including new and used
glass bottles, aluminium cans, molasses, herbs for the production of beer concentrate, cartons and caps;
(b) obtaining from Mandated Interested Persons of insurance and insurance-related services;
(c) purchases from Mandated Interested Persons of all kinds of consumer products, office and storage supplies including
tissue paper and sugar for office use, scrap steel, malt bags and wooden pallets;
(d) obtaining from Mandated Interested Persons of services, including procurement services, services relating to provision
of accommodation, vehicles and facilities for the directors of the Company and/or subsidiaries, staff training,
telecommunications and software licensing, marketing and advertising and management services and services for the
manufacturing and distributorship of products;
(e) obtaining from Mandated Interested Persons of leases or subleases of office space, warehouses, passenger cars and land;
(f) provision to Mandated Interested Persons of services including procurement services, property improvement services,
advertising and sales services and manufacturing services;
(g) lease or sub-lease to Mandated Interested Persons of office space, warehouses, passenger cars and land;
(h) sale to Mandated Interested Persons of molasses and by-products including fertilizer, used bottles, and factory
remnants such as aluminium and glass remnants and scrap paper;
(i) sale to Mandated Interested Persons of our beer, spirits, water, soda and other products; and
(j) provision or the obtaining of such other products and/or services which are incidental to or in connection with the
provision or obtaining of products and/or services in sub-paragraphs (a) to (i) above.
Our Directors believe that our Group will be able to benefit from its transactions with the Mandated Interested Persons.
The Shareholders Mandate and the renewal of the Shareholders Mandate on an annual basis will eliminate the need to
convene separate general meetings from time to time to seek Shareholders approval as and when potential Interested
Person Transactions with the Mandated Interested Persons arise, thereby reducing substantially the administrative time
and expenses in convening general meetings, without compromising the corporate objectives or adversely affecting
the business opportunities available to us.
The Shareholders Mandate is intended to facilitate transactions in our ordinary course of business which are transacted from
time to time with the Mandated Interested Persons, provided that they are carried out on normal commercial terms and are not
prejudicial to the interests of our Company and our minority Shareholders.
Disclosure will be made in the format required by the Listing Manual, and to the extent required by the SGX-ST,
of the aggregate value of Interested Person Transactions conducted pursuant to the Shareholders Mandate during
the current financial year in the annual report for the current financial year.
251
252
by our Group will be monitored as an individual transaction and based on the value of the transaction, will require
the prior approval of the corresponding approving authority who is a Director or management employee of the
Group (not being an interested person or his associate) and who does not have any interests, whether direct or
indirect, in relation to the transactions (the Relevant Approving Authority) as follows:
Approval Limits
253
A chairman
(i) in relation to the sale of products and provision of services which are not contemporaneously in time as the
proposed Interested Person Transaction being sold or provided to an unrelated third party, quotes from at least
two other suppliers who are unrelated third parties not being the relevant interested person or his associates
of similar products or services will be obtained; and
(ii) in relation to the lease or sub-lease of property, we are required to obtain enquiries with at least two landlords
and/or tenants who are unrelated third parties not being the relevant interested person or his associates of
similarly sized and located properties put to similar use.
In relation to paragraph (j) above under General Mandate for Interested Person Transactions - Mandated Transactions,
the Relevant Approving Authority (as determined by the value of the transaction) will also assess and approve
that the proposed transaction is one which is incidental to or in connection with the provision or obtaining of
products and/or services in sub-paragraphs (a), (b), (c) and (d) above under General Mandate for Interested
Person Transactions - Mandated Transactions.
(b) In the event that we cannot obtain competitive quotations (for instance, if there are no unrelated third party
vendors of similar products and services (taking into account quantum, specifications and delivery schedules
among others), or if the product is proprietary in nature), based on the value of the proposed Interested Person
Transaction, the corresponding Relevant Approving Authority as set out above (not being an interested person
or his associate) and who does not have any interests, direct or indirect, in relation to the transaction, will determine
whether the price and terms offered by the interested person are fair and reasonable.
(c) Purchases under the prevailing terms of the Glass Bottle Purchase Agreement dated 25 December 2015 entered
into between Thai Beverage Recycle Co., Ltd. (formerly known as Bang-Na Logistic Co., Ltd.) and Thai Malaya
Glass Co., Ltd. (the Glass Bottle Purchase Agreement) will be covered under the Shareholders Mandate,
provided that any amendment to the material provisions of the Glass Bottle Purchase Agreement, including any
adjustment authorized by the agreement to the purchase price for glass bottles pursuant to and any renewal or
extension of tenure of the Glass Bottle Purchase Agreement, requires the approval of our Board of Directors and
the Audit Committee.
In addition, each Interested Person Transaction entered into by our Group will be monitored as an individual
transaction and based on the value of the transaction, will require the prior approval of the corresponding
Relevant Approving Authority who is a Director or management employee of the Group (not being an interested
person or his associate) and who does not have any interests, whether direct or indirect, in relation to the
transactions as follows:
Approval Limits
A chairman
In relation to paragraph (j) above under General Mandate for Interested Person Transactions - Mandated
Transactions, the Relevant Approving Authority (as determined by the value of the transaction) will also assess
and approve that the proposed transaction is one which is incidental to or in connection with the provision or
obtaining of products and/or services in sub-paragraphs (e), (f), (g), (h) and (i) above under General Mandate for
Interested Person Transactions - Mandated Transactions.
254
(b) Where the prevailing market rates or prices are not available, whether due to the nature of products to be sold or
services to be provided, the unavailability or impracticality of obtaining quotes from third party sources or otherwise,
our Groups pricing for these products and services will be determined in accordance with the Groups usual business
practices and pricing policies, consistent with the usual margin our Group will obtain for the same or substantially
similar type of transaction with unrelated third parties. In determining the transaction price payable by Mandated
Interested Persons for these products or services, factors such as, but not limited to, quantity, volume, consumption,
customer requirements, specifications, duration of contract and strategic purposes of the transaction will be taken
into account. In relation to leases and sub-leases of property, where prevailing market rentals are not available,
whether due to the unavailability or impracticality of obtaining rental comparisons or otherwise, rental will be
determined according to the Groups usual business practices and policies. In addition, based on the value of the
proposed Interested Person Transaction, the corresponding Relevant Approving Authority as set out in paragraph (a)
above (not being an interested person or his associate) and who does not have any interests, direct or indirect, in
relation to the transaction, will determine whether the price and terms offered by the interested person are fair and
reasonable.
(3) Non-recurring Interested Person Transactions
We may from time to time also conduct Interested Person Transactions not covered by paragraphs (1) and (2) above and
which do not form part of the Shareholders Mandate. These transactions are not of a recurring nature or occur outside
the ordinary course of business of our Group or which may not be necessary for the day-to-day operations of our Group
and include the purchase or sale of assets, undertakings or businesses which are not part of our day-to-day operations.
We intend to conduct such transactions in accordance with the Listing Manual, including the threshold, approval and
other requirements under Rules 905 and 906 of the Listing Manual. In addition, we will monitor each transaction on
an individual basis, and each transaction will require the prior approval of the corresponding Relevant Approving
Authority below who is a Director or management employee of the Group (not being an interested person or his associate)
and who does not have any interests, whether direct or indirect, in relation to the transaction. The Relevant Approving
Authority will also review the transaction to ensure that it is carried out on normal commercial terms and not prejudicial
to the interests of our Company and minority Shareholders:
Approval Limits
A chairman
In the event that these Interested Person Transactions require the approval of our Shareholders, additional information
may be required to be presented to Shareholders and an independent financial adviser may be appointed for an opinion.
255
256
Announcements to SGX
in 2016
Compliance with Singapore Exchange Regulations and Best Practices
The Company recognizes the importance of the transparency of information disclosure. During the last fiscal year being
nine month period ended 30 September 2016, the Company made 45 announcements via SGX-NET categorized as follows:
1. 11 announcements of quarterly and full year financial
statements.
2. 2 notices of directors change in interest.
When the Company Secretary was informed
of the changes in interest of any directors,
the Company Secretary also reported such information
to other directors.
3. 7 announcements/reports involving with occupying
the positions of Directors and Executives of Thai
Beverage Public Company Limited:
Appointment of Ms. Tientip Narach as
Senior Vice President Finance in May 2016
Appointment of Mr. Edmond Neo Kim Soon as
Senior Vice President Beer Business (Thailand)
in June 2016
Appointment of Mr. Vivek Chhabra as
Senior Vice President NonAlcoholic Beverage
Business (Thailand) in June 2016
Cessation of Mr. Komen Tantiwiwatthanaphan
from Vice Chairman in July 2016
Cessation of Mr. Komen Tantiwiwatthanaphan
from 3rd Executive Vice Chairman in August 2016
Appointment of Mr. Pramote Hassamontr as
Senior Vice President Office of Spirit Production
with effective from October 2016
Appointment of Mr. Banjong Chintanasiri as
Senior Vice President (Deputy CFO Accounting)
with effective from October 2016
257
258
259
Business Contact
Business Contact
Company Name
Thai Beverage Public Company Limited
Address
Telephone
Fax
Remark
Company Name
Address
Telephone
Fax
Remark
7.
Factory
2.
Factory 1
Factory 2
15.
Factory
16.
8.
9.
Factory
10.
Factory
11.
Factory
Factory
Brewery Group
1.
2.
3.
Factory
Factory
12.
13.
Factory
Factory
Factory
Factory
Factory
14.
2.
3.
Factory
Factory
4.
5.
6.
17.
18.
19.
Factory
Sales Group
Beer Sales Group
Factory
1.
2.
Factory
Factory
260
Business Contact
Company Name
Address
Telephone
Fax
3.
4.
Business Contact
Remark
Company Name
3.
(1)
(2)
Address
Telephone
Fax
5.
6.
7.
8.
(1)
261
1.
2.
3.
4.
5.
2.
Marketing Group
1.
2.
3.
3.
4.
4.
5.
6.
7.
8.
(1)
2.
2.
3.
4.
5.
6.
1.
(1)
Remark
262
263
Business Contact
Business Contact
Company Name
Address
Telephone
Fax
Company Name
Address
Telephone
Fax
7.
Remark
3.
8.
4.
5.
BevCo Limited
6.
2.
7.
3.
8.
4.
2.
3.
4.
Factory
Trademark Group
1.
2.
3.
4.
Remark
Dormant
Others
(02) 693 2266
1.
02 785 7345
2.
C A C Co., Ltd.
3.
4.
5.
6.
Nontrading
7.
Nontrading
8.
Nontrading
(1)
5.
6.
7.
Oishi Group
1.
2.
264
Business Contact
Company Name
Address
265
Telephone
Fax
Business Contact
Remark
Company Name
Address
Telephone
Fax
Remark
28.
Dormant
29.
Liquorland Limited
30.
31.
1.
2.
3.
4.
32.
33.
BeerCo Limited
36.
Wellwater Limited
37.
38.
5.
6.
7.
8.
Dormant
(1)
(2)
9.
10.
11.
12.
Blairmhor Limited
Dormant
Nontrading
13.
14.
15.
16.
Dormant
17.
Dormant
18.
Dormant
19.
Dormant
20.
Dormant
21.
Dormant
22.
Dormant
23.
Dormant
24.
Dormant
25.
Dormant
26.
Dormant
27.
Dormant
Dormant
266
Note
Legal Advisor
Compliance Advisor
WongPartnership LLP
12 Marina Boulevard Level 28
Marina Bay Financial Centre Tower 3
Singapore 018982