Bumrungrad Hospital Public Company Limited
Financial Highlights
18
Annual Report 2007
19
Annual Report 2007
Financial Highlights
2007
2006
2005
2004
2003
Financial Performance (Baht ‘000) Total Current Assets 1,416,913 1,629,054 1,103,842 1,503,740 1,635,878 Total Assets 7,465,524 6,622,894 5,727,518 5,021,086 4,456,285 Total Current Liabilities 1,781,201 1,571,898 1,580,758 1,181,395 824,743 Total Liabilities 3,116,502 2,994,347 3,031,729 2,960,888 3,196,780 Total Shareholders’ Equity 4,349,023 3,628,547 2,695,789 2,060,198 1,259,505 Total Revenues 9,413,123 7,895,518 6,806,775 5,809,298 4,620,311 Net Earnings for the Year 1,605,462 1,095,702 1,052,739 934,547 666,488 Basic Earnings Per Share 2.20 1.51 1.45 1.36 1.34 Earnings per Share – Fully Diluted 1.85 1.26 1.21 1.08 0.78 Book Value per Share 5.97 4.51 3.59 3.00 2.48 Book Value per Share – Fully Diluted 5.01 3.79 3.01 2.39 1.44 Dividend per Share 0.80 0.75 0.75 0.70
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Financial Ratios
Gross Profit Margin (%)
38.5
37.6
37.6
35.6
34.6
EBITDA Margin (%)
24.2
24.7
24.5
23.4
22.3
Profit Margin Excluding Extraordinary items (%)
13.4
13.9
15.5
15.0
14.4
Net Profit Margin (%)
17.1
13.9
15.5
16.1
14.4
8.8
15.1
16.9
26.6
25.4
Net Profit Growth (%)
46.5
4.1
12.6
40.2
194.5
Return on Equity (%)
40.2
34.7
44.3
56.3
72.0
Return on Assets (%)
22.8
17.7
19.6
19.7
16.6
Growth on Sales from Hospital Operations (%)
Liabilities to Equity (x) 0.72 0.91 1.16 1.44 2.58 Debt to Equity (x) 0.41 0.54 0.68 1.03 1.99 Net Debt to Equity (x) 0.28 0.27 0.39 0.37 0.97 Interest Coverage Ratio (x) 18.73 17.70 15.57 11.36 8.50 Liquidity Ratio (x) 0.80 1.04 0.70 1.27 1.98 Average Collection Period (days) 26.05 22.01 17.55 16.36 16.34 Average Inventory Period (days) 13.00 11.92 11.04 9.73 10.04 Average Payable Period (days) 41.25 39.06 38.98 39.88 41.46
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Bumrungrad Hospital Public Company Limited
Management Discussion & Analysis 1. Basis of Consolidation On 27 April 2007, the Company’s shareholding in Bumrungrad International Limited was decreased from 51.0% to 31.5% as the Company waived its rights to subscribe to Bumrungrad International Limited’s new shares to allow Asia Financial Holdings to own 19.5% of Bumrungrad International Limited. As a result, the status of Bumrungrad International Limited has changed from a subsidiary to an associated company. Therefore, while Bumrungrad International Limited’s accounts were consolidated in the Company’s financial statements as at 31 March 2007, as at 31 December 2007, the accounts are no longer consolidated but are equity accounted instead. Consequently, the year-end 2006 income statements reflect the consolidation of Bumrungrad International Limited accounts for the entire year, while the year-end 2007 income statements reflect the consolidation of Bumrungrad International Limited’s 1Q07 accounts and only the equity-accounting of Bumrungrad International Limited’s 2Q07, 3Q07 and 4Q07 performance. 2. Revenues, Net Profit and Margins For the year 2007, the Company reported revenues from hospital operations of Baht 8,323 million, an increase of 9% from Baht 7,651 million in 2006. The increase is mainly the result of the continuous growth in hospital operations, where inpatient revenues increased by 9% while outpatient revenues increased by 11%. Total revenues for the year 2007 were Baht 9,413 million, compared to Baht 7,896 million in 2006, an increase of 19%, primarily because the Company reported share of profit from investments in associated companies of Baht 854 million in 2007 compared to a profit of Baht 8 million in 2006. The profit of Baht 854 million in 2007 included the following: (1) share of profit from AHI in 1Q07, when Bumrungrad International Limited’s financial statement was still consolidated with the Company’s, of Baht 8 million, (2) share of profit from investment in Bumrungrad International Limited of Baht 18 million in 2Q07, 3Q07 and 4Q07 and (3) share of profits from Global Care Solutions (Thailand) Company Limited (“GCS Thailand”) of Baht 829 million. The Company purchased a 30% stake in GCS Thailand in September 2007. The Company uses hospital software, H2000, developed by GCS Thailand. Subsequently in November 2007, Microsoft Corporation announced the purchase of all of GCS Thailand’s assets. Therefore, the share of GCS Thailand’s profit of Baht 829 million is primarily the one-time gain from the sale of assets in GCS Thailand, netted off with GCS Thailand’s operations. However, the share of profit from investments in an associated company of Baht 8 million in 2006 was Asian Hospital Inc.’s (“AHI”), Bumrungrad International Limited’s associated company at that time. In 2007, the Company reported cost of hospital operation of Baht 5,120 million, an increase of 7% from Baht 4,775 million in 2006, slightly lower than the growth rate of the increase in revenues from hospital operations as a result of slightly better cost control throughout the year 2007. Gross profit margin, therefore, improved to 38.5% in 2007 compared to 37.6% in 2006. The Company’s administrative expenses increased to Baht 1,356 million in 2007 compared to Baht 1,149 million in 2006, or an increase of 18%, because of higher salaries and wages, coupled with higher advertising expenses throughout 2007 with advertisements on television and publications. As a result, EBITDA excluding non-operating items increased by 6% to Baht 2,070 million in 2007 from Baht 1,946 million in 2006, with EBITDA margin slightly lower at 24.2% in 2007 compared to 24.7% in 2006. 22
Annual Report 2007
The Company reported higher depreciation of Baht 408 million in 2007, compared to Baht 342 million in 2006 as the hospital had a major technology upgrade of its equipment because the existing hospital building has reached its tenth year of operation. As a result, net profit excluding one-time non-operating items for 2007 was Baht 1,147 million, a 5% increase from Baht 1,096 million in 2006. Net profit margin excluding non-operating items was 13.4% in 2007, compared to 13.9% in 2006. In 2007, the Company had two one-time non-operating items: (1) share of profit from investments in GCS Thailand of Baht 829 million, and (2) loss on impairment of fixed assets of Baht 370 million, which was the impairment of the old version of hospital software H2000. Taking into account these two one-time non-operating items, the Company reported a net profit of Baht 1,605 million in 2007, an increase of 47% from Baht 1,096 million in 2006. Net profit margin also significantly increased to 17.1% in 2007 from 13.9% in 2006. Year-end 2007 basic EPS (excluding non-operating items) was Baht 1.54 per share, while reported basic EPS was Baht 2.20 per share, or an increase of 2% and 46%, respectively, from Baht 1.51 per share for year-end 2006. Similarly, year-end 2007 fully diluted EPS (excluding non-operating items) was Baht 1.29 per share, while reported basic EPS was Baht 1.85 per share, or an increase of 3% and 47%, respectively, from Baht 1.26 per share for year-end 2006.
Revenues from hospital operations Total Revenues Gross Profit Gross Profit Margin EBITDA (excluding non-operating items) EBITDA Margin Net Profit (excluding non-operating items) Net Profit Margin (excluding non-operating items) Net Profit Net Profit Margin EPS – Basic (excluding non-operating items) EPS – Basic EPS – Fully Diluted (excluding non-operating items) EPS – Fully Diluted
2007
2006
(Unit: Baht Million) Growth
8,323 9,413 3,203 38.5% 2,070 24.2% 1,147 13.4% 1,605 17.1% 1.54 2.20 1.29 1.85
7,651 7,896 2,875 37.6% 1,946 24.7% 1,096 13.9% 1,096 13.9% 1.51 1.51 1.26 1.26
9% 19% 11% 6% 5% 47% 2% 46% 3% 47%
3. Balance Sheet As at 31 December 2007, the Company reported total current assets of Baht 1,417 million, a decrease from Baht 1,629 million as at 31 December 2006. This is primarily due to a decrease in cash from Baht 854 million as at 31 December 2006 to Baht 550 million as at 31 December 2007, as Bumrungrad International Limited’s cash position is no longer consolidated into the Company’s consolidated financial statements. Investments in associated company increased from Baht 465 million as at 31 December 2006 to Baht 1,523 million as at 31 December 2007. The investment of Baht 465 million in 2006 is the investment in AHI, as at the time, Bumrungrad International Limited’s accounts were still consolidated with the 23
Bumrungrad Hospital Public Company Limited
Company’s, while the investment of Baht 1,523 million in 2007 was the investment in Bumrungrad International Limited of Baht 1,091 million and investment in CDE Trading Co., Ltd. (previously GCS Thailand) of Baht 432 million. GCS Thailand registered its name change to CDE Trading Co., Ltd. on 3 December 2007. The net property, plant and equipment as at 31 December 2007 was Baht 4,145 million, an increase from Baht 3,752 million as at 31 December 2006, as a result of increases in medical and hospital equipment because of the major technology upgrade and increase in construction in progress as the seven additional floors of the new Bumrungrad International Clinic Building are being constructed, to be opened in mid-2008. On the other hand, intangible assets decreased to Baht 349 million as at 31 December 2007 from Baht 732 million as at 31 December 2006 because of the write-down of Baht 370 million for the impairment of the old version of hospital software. As a result of the above items, the Company’s total assets increased to 7,466 million as at 31 December 2007 from Baht 6,623 million as at 31 December 2006. The Company’s average collection period increased to 26 days as at 31 December 2007 from 22 days as at 31 December 2006, as the Company’s composition of insurance and corporate contracts are gradually changing towards an increasing number of foreign accounts. Naturally, these accounts take longer to process and collect. The Company’s average inventory period increased slightly from 12 days in 2006 to 13 days in 2007. Total liabilities were Baht 3,117 million as at 31 December 2007, compared to Baht 2,994 million as at 31 December 2006, primarily due to increases in accounts payable and accrued physician fees, which increase in line with the hospital operations. Accounts payable increased to Baht 622 million as at 31 December 2007 from Baht 552 million as at 31 December 2006, while accrued physician fees increased to Baht 293 million as at 31 December 2007 from Baht 256 million as at 31 December 2006. Average payable period slightly increased to 41 days in 2007 from 39 days in 2006. With long term loans outstanding (including the current portion) remaining stable, net debt-to-equity remains strong, with a slight increase to 0.28x as at 31 December 2007 from 0.27x as at 31 December 2006. The Company’s interest coverage ratio improved to 18.7x in 2007 from 17.7x in 2006. Shareholder’s equity attributable to the Company’s shareholders (excluding equity attributable to minority shareholders of subsidiaries) increased to Baht 4,349 million as at 31 December 2007 from Baht 3,284 million as at 31 December 2006, primarily as a result of the capital increase of shareholders of an associated company, Bumrungrad International Limited (capital increase to strategic partners in excess of par value: Baht 153.52 per share vs. par value of Baht 100 per share), of Baht 96 million, the Company’s net profit for the year 2007 of Baht 1,605 million, netted off with dividend payments of Baht 621 million and interest expense on convertible bonds of Baht 18 million. As at 31 December 2006, the Company reported equity attributed to minority shareholders of subsidiaries of Baht 344 million, which was the minority interest of Bumrungrad International Limited, while there was no equity attributed to minority shareholders as at 31 December 2007 as Bumrungrad International Limited’s accounts are no longer consolidated. Average return on assets for 2007 was 22.8%, an increase from 17.7% in 2006 because the net profit in 2007 included net one-time non-operating income of Baht 473 million (share of profit from investments in GCS Thailand netted off with loss on impairment of fixed assets). Similarly, average return on equity remained high at 40.2% for 2007, compared to 34.7% in 2006.
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Annual Report 2007
Total Assets Total Liabilities Total Shareholders’ Equity (excluding equity attributable to minority shareholders of subsidiaries) Average Collection Period (days) Average Inventory Period (days) Average Payables Period (days) Net Debt to Equity Interest Coverage Ratio Average Return on Assets Average Return on Equity
2007
2006
(Unit: Baht Million) Growth
7,466 3,117 4,349 26 13 41 0.28x 18.7x 22.8% 40.2%
6,623 2,994 3,284
13% 4% 32%
22 12 39 0.27x 17.7x 17.7% 34.7%
4. Liquidity The Company’s cash flow from operating activities in 2007 was Baht 1,341 million, 18% higher than Baht 1,137 million in 2006, primarily because of the better operation and an increase in accrued expenses. Net cash used in investment activities decreased to Baht 585 million in 2007 from Baht 678 million in 2006, primarily because in 2007, the Company received dividends of Baht 418 million from GCS Thailand. Net cash used in financing activities increased significantly to Baht 617 million in 2007 from Baht 141 million in 2006, as in 2006, Bumrungrad International Limited received cash from shares issued in the amount of Baht 453 million, as at that time, Bumrungrad International Limited accounts were still consolidated with the Company’s. With the deduction of cash and cash equivalents of subsidiary (Bumrungrad International Limited) as at the date a subsidiary changed to an associated company of Baht 442 million, the Company’s cash and cash equivalents at the end of the period decreased to Baht 550 million as at 31 December 2007 from Baht 854 million as at 31 December 2006. The liquidity ratio as at 31 December 2007 decreased to 0.80x from 1.04x as at 31 December 2006, while the quick ratio was 0.64x as at 31 December 2007, a decrease from 0.88x as at 31 December 2006. The decrease in both liquidity and quick ratios is primarily due to a decrease in cash and cash equivalents of Baht 304 million, from Baht 854 million as at 31 December 2006 to Baht 550 million as at 31 December 2007. (Unit: Baht Million) 2007 2006
Cash Flow from Operating Activities Cash Flow from Investing Activities Cash Flow from Financing Activities Net Increase (Decrease) in cash and cash equivalents Cash and Cash Equivalents at end of year Liquidity Ratio Quick Ratio
1,341 -585 -617 139 550 0.80x 0.64x
1,137 -678 -141 318 854 1.04x 0.88x
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Bumrungrad Hospital Public Company Limited
5. Change in Accounting Policy On 1 January 2007, the Company changed its accounting policy regarding investments in subsidiaries, associates and jointly controlled entities so that the Company financial statement (or “The separate financial statement”), which formerly reported investments using the equity method, now reports investments using the cost method in accordance with the Notification No. 26/2006 issued by the Federation of Accounting Professions regarding the Accounting Standard No. 44 “Consolidated Financial Statements and Accounting for Investments in Subsidiaries” (Amendment No. 1). Therefore the Company restated its financial statement, using the cost method as the cost of investment in subsidiaries and associates of the Company financial statement. This adjustment caused the following effects: Net income in the Company financial statement does not equal net income in the consolidated financial statement. For the year 2007, net income in the Company financial statement was Baht 1,129 million, lower than Baht 1,605 million in the consolidated financial statement by Baht 476 million. For the year 2006, net income in the Company financial statement was Baht 1,039 million, lower than the net income in the consolidated financial statement of Baht 1,096 million by Baht 57 million. This is because the Company financial statement did not include share of net income from investments under the equity method of Baht 476 million and Baht 57 million for the year 2007 and 2006, respectively. However, the change of accounting policy affects only the accounts relating to investments in subsidiaries and associates of the Company financial statements. It does not have any effect on the consolidated financial statements or the Company’s business fundamentals.
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Annual Report 2007
Report of the Audit Committee
To the Shareholders of Bumrungrad Hospital Public Company Limited The Audit Committee was established by a board resolution. The Committee is comprised of three independent directors of the Company, namely, Miss Sophavadee Uttamobol, Chairperson, Mr. Boonpakorn Chokwathana, and Mr. Soradis Vinyaratn, Audit Committee Members. The duties and responsibilities of the Committee are mainly to ensure that financial reports of the Company comply with accounting standards with sufficient and accurate information disclosure; to ensure that the Company’s internal control system including risk assessment and activities control is appropriate and effective; to ensure that the Company complies with regulations and other relevant laws, and to review any possible conflict of interest in transactions between the Company and related parties. The Audit Committee had six meetings in year 2007 to perform the duties assigned. The Committee: 1. Reviewed the Company and subsidiaries’ financial statements prior to submission to the Board of Directors. After due considerations with the external auditors and the management, it is the opinion of the Committee that the financial statements were prepared in accordance with accounting standards with sufficient and accurate disclosure of material information. 2. Considered and recommended the appointment of Miss Sumalee Reewarabandith, from Ernst and Young Co., Ltd., as external auditor and the yearly audit fee to the Board of Directors for proposing to the Shareholders’ Meeting. 3. Approved the yearly budget of the Internal Audit function, reviewed the annual internal audit plan and its processes, which are part of the Company’s administrative policy, and agreed to establish a written procedure for internal audit work to comply with working criteria in accordance with international standards. 4. Considered transactions with connected parties and the disclosure of information concerning transactions with connected parties and transactions for acquisition or disposition of assets. 5. Reviewed and acknowledged the reports from the Company’s internal auditors and provided suggestions to the Board of Directors and management in relation to good corporate governance and internal control. The Committee also focused on the holding of the annual general meeting appropriately in accordance with the guidelines given by the Stock Exchange of Thailand, compliance with regulations, procedures, and rules as prescribed by the laws as well as the adequate effectiveness of risk assessment and risk prevention activities of each division and of the organization. The Committee is of the opinion that the internal control systems are adequate and appropriate to prevent risks from operation of the business pursuant to the Company’s policies and strategies. The Audit Committee has performed its assigned duties with care and at its fullest ability for the benefit of the Company’s stakeholders. Miss Sophavadee Uttamobol Chairperson of the Audit Committee 26 February 2008 27
Bumrungrad Hospital Public Company Limited
Report of the Accountability of the Board of Directors to the Company’s Financial Reports
The Board of Directors is responsible for the consolidated financial statements of the Company and its subsidiaries and information as appears in the annual report. The financial statements have been prepared in accordance with the generally accepted accounting principles, using appropriate and consistent accounting policies. The financial statements have been prepared with caution and have been evaluated for appropriateness of the overall presentation of the financial statement. There was sufficient information disclosure in the notes to the financial statements. The Board of Directors has set up an efficient and effective internal control system to ensure that all accounting transactions have been recorded correctly and comprehensively, and that there has been a record-keeping system of assets to protect the Company from any material fraud or damage. The Board of Directors has the opinion that the overall internal control system of the Company was at a satisfactory level, which resulted in confidence in the reliability of the financial statements of the Company and its subsidiaries as at 31 December 2007.
Mrs. Linda Lisahapanya Managing Director
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Mr. Chai Sophonpanich Chairperson
Annual Report 2007
BUMRUNGRAD HOSPITAL PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES REPORT AND CONSOLIDATED FINANCIAL STATEMENTS 31 DECEMBER 2007 AND 2006
29
Bumrungrad Hospital Public Company Limited
Report of Independent Auditor To the Shareholders of Bumrungrad Hospital Public Company Limited I have audited the accompanying consolidated balance sheets of Bumrungrad Hospital Public Company Limited and its subsidiaries as at 31 December 2007 and 2006, the related consolidated statements of income, changes in shareholders’ equity and cash flows for the years then ended, and the separate financial statements of Bumrungrad Hospital Public Company Limited for the same periods. These financial statements are the responsibility of the management of the Company and its subsidiaries as to their correctness and the completeness of the presentation. My responsibility is to express an opinion on these financial statements based on my audits. I did not audit the financial statements of Bumrungrad International Ltd., a local associated company. These consolidated financial statements include investment in the associated company under the equity method, amounting to Baht 1,090.6 million, constitute 14.6% of the consolidated total assets as at 31 December 2007, and share of the profit from investment in the associated company, amounting to Baht 25.6 million, constitute 0.3% of the consolidated total revenues for the year then ended. The financial statements of the associated company were audited by other auditor, whose report has been furnished to me, and my opinion, in so far as it relates to the amounts included for the associated company in the consolidated financial statements, is based solely on the report of other auditor. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits and the report of other auditor, as referred to in the first paragraph, provide a reasonable basis for my opinion. In my opinion, based on my audits and the report of other auditor, the financial statements referred to above present fairly, in all material respects, the financial position of Bumrungrad Hospital Public Company Limited and its subsidiaries and of Bumrungrad Hospital Public Company Limited as at 31 December 2007 and 2006, and the results of their operations and cash flows for the years then ended, in accordance with generally accepted accounting principles. Without qualifying my opinion on the above financial statements, I draw attention to the matter as discussed in Note 4 to the financial statements whereby, effective 1 January 2007, the Company changed its accounting policy for recording investments in subsidiaries in the separate financial statements from the equity method to the cost method. The Company has thus restated the separate financial statements as at 31 December 2006 and for the year then ended to reflect this accounting change.
Sumalee Reewarabandith Certified Public Accountant (Thailand) No. 3970 Ernst & Young Office Limited Bangkok: 27 February 2008 30
Annual Report 2007
BUMRUNGRAD HOSPITAL PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS
AS AT 31 DECEMBER 2007 AND 2006 (Unit: Baht) Consolidated financial statements Separate financial statements Note 2007 2006 2007 2006 (Restated) ASSETS Current assets Cash and cash equivalents 549,863,854 853,860,177 508,939,898 353,636,646 Current investment - fixed deposit at financial institution - 10,000,000 - 10,000,000 6, 7 596,667,691 525,196,532 594,447,215 468,695,611 Trade accounts receivable - net 7 7,140,769 6,520,043 7,225,215 17,242,430 Amounts due from related parties Advances to employees and directors 10,337,972 11,300,539 10,329,872 9,563,658 Short-term loans and interest receivable - 7 - - 10,058,348 18,121,384 a related party 8 203,483,802 166,413,300 199,829,831 161,111,044 Inventories Prepaid expenses 48,036,054 44,390,574 46,088,460 37,078,848 Other current assets 1,382,929 11,372,648 919,161 2,209,237 Total current assets 1,416,913,071 1,629,053,813 1,377,838,000 1,077,658,858 Non-current assets Pledged fixed deposits at financial 9 12,146,800 9,605,495 3,792,400 1,251,095 institutions 10 - - 1,172,512,972 1,772,512,372 Investments in subsidiaries - net 11 1,522,607,253 464,948,666 887,703,313 - Investments in associated companies 12 2,247,213 2,047,213 2,047,213 2,047,213 Other long-term investments - net Advance for future subscription - net - 16,370,994 - - Property, plant and equipment - net 13 4,144,586,821 3,751,950,703 3,128,389,655 2,680,514,143 14 349,177,979 732,093,327 476,188,623 786,428,585 Intangible assets - net Other non-current assets 17,845,161 16,823,645 20,845,159 19,823,645 Total non-current assets 6,048,611,227 4,993,840,043 5,691,479,335 5,262,577,053 TOTAL ASSETS 7,465,524,298 6,622,893,856 7,069,317,335 6,340,235,911 The accompanying notes are an integral part of the financial statements.
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Bumrungrad Hospital Public Company Limited
BUMRUNGRAD HOSPITAL PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS (Continued)
AS AT 31 DECEMBER 2007 AND 2006 (Unit: Baht) Consolidated financial statements Separate financial statements Note 2007 2006 2007 2006 (Restated) LIABILITIES AND SHAREHOLDERS’ EQUIT Current liabilities Trade accounts payable 621,648,668 551,815,024 619,621,227 547,325,609 7 - 1,800,000 - 1,800,000 Amounts due to a related party 15 437,148,619 328,521,802 81,250,000 - Current portion of long-term loans Short-term loans and interest payable - 7 - - 1,212,236,428 1,465,263,415 a related party Accrued physicians’ fees 292,550,253 255,561,894 291,726,160 253,511,894 Interest payable 1,091,635 768,021 400,328 - Interest payable - convertible bonds treated as equity securities 6,232,877 6,232,877 6,232,877 6,232,877 Corporate income tax payable 197,048,251 196,122,348 196,325,517 196,122,348 Accrued expenses 155,050,856 137,849,661 154,270,167 126,178,348 7 29,372,607 27,802,694 29,298,631 27,576,890 Accounts payable - others Unearned income 7 524,531 25,391,445 - - Other current liabilities 40,532,554 40,031,930 40,259,870 38,130,678 Total current liabilities 1,781,200,851 1,571,897,696 2,631,621,205 2,662,142,059 Non-current liabilities 15 1,335,300,872 1,422,449,491 568,750,000 300,000,000 Long-term loans Total non-current liabilities 1,335,300,872 1,422,449,491 568,750,000 300,000,000 TOTAL LIABILITIES 3,116,501,723 2,994,347,187 3,200,371,205 2,962,142,059 The accompanying notes are an integral part of the financial statements.
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Annual Report 2007
BUMRUNGRAD HOSPITAL PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES BALANCE SHEETS (Continued)
AS AT 31 DECEMBER 2007 AND 2006 (Unit: Baht) Consolidated financial statements Separate financial statements Note 2007 2006 2007 2006 (Restated) Shareholders’ equity Share capital 17 Registered 920,853,235 ordinary shares of Baht 1 each (2006: 920,475,835 ordinary shares of Baht 1 each) 920,853,235 1,849,450 preference shares of Baht 1 each (2006: 2,226,850 preference shares of Baht 1 each) 1,849,450 Issued and paid-up 728,202,772 ordinary shares of Baht 1 each (2006: 727,825,372 ordinary shares of Baht 1 each) 728,202,772 1,849,450 preference shares of Baht 1 each (2006: 2,226,850 preference shares of Baht 1 each) 1,849,450 Premium on ordinary shares 285,568,300 Other paid-in capital of a subsidiary/ an associated company 256,548,996 Translation adjustment 9,985,279 Convertible bonds treated 16 550,000,000 as equity securities Excess of investment over book value of a subsidiary (192,661,558) Retained earnings 18 92,275,000 Appropriated - statutory reserve Unappropriated 2,617,254,336 Total equity attributable to company’s shareholders 4,349,022,575 Minority interest - equity attributable to minority shareholders of subsidiaries - Total shareholders’ equity 4,349,022,575 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 7,465,524,298 The accompanying notes are an integral part of the financial statements.
920,475,835 920,853,235 920,475,835
2,226,850 1,849,450 2,226,850
727,825,372 728,202,772 727,825,372
2,226,850 1,849,450 2,226,850 285,568,300 285,568,300 285,568,300 156,134,945 13,045,673
- -
- -
550,000,000 550,000,000 550,000,000 (192,661,558)
-
-
92,275,000 92,275,000 92,275,000 1,649,836,524 2,211,050,608 1,720,198,330 3,284,251,106 3,868,946,130 3,378,093,852 344,295,563 - - 3,628,546,669 3,868,946,130 3,378,093,852 6,622,893,856 7,069,317,335 6,340,235,911
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Bumrungrad Hospital Public Company Limited
BUMRUNGRAD HOSPITAL PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES INCOME STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006
(Unit: Baht) Consolidated financial statements Separate financial statements Note 2007 2006 2007 2006 (Restated) Revenues Revenues from hospital operations 7 8,323,137,073 7,650,579,386 7 17,456,184 57,093,812 Revenues from hospital management 7 132,305,227 118,423,241 Rental income 7 12,493,388 18,480,051 Interest income Gains on exchange rate 29,876,972 15,218,810 Dividend income from 7, 11.1 - - an associated company 7 43,466,165 27,958,782 Other income Share of income from investments in associated companies 11.1 854,387,550 7,763,568 Total revenues 9,413,122,559 7,895,517,650 Expenses Cost of hospital operations 5,120,231,716 4,775,141,818 13, 14 407,634,558 342,093,936 Depreciation and amortisation 7 1,355,876,375 1,148,589,490 Administrative expenses Allowance for loss on impairment 14 370,232,632 10,426,768 of assets (reversal) Total expenses 7,253,975,281 6,276,252,012 Income before interest expense and income tax 2,159,147,278 1,619,265,638 Interest expense 7 (110,513,805) (109,946,409) 20 (445,375,457) (432,140,026) Corporate income tax Income after corporate income tax 1,603,258,016 1,077,179,203 Net loss attributable to minority interest 2,204,185 18,522,897 Net income for the year 1,605,462,201 1,095,702,100 Basic earnings per share 21 Net income 2.20 1.51 Weighted average number of ordinary shares (shares) 728,119,020 727,798,572 Diluted earnings per share 21 Net income 1.85 1.26 Weighted average number of ordinary shares (shares) 867,414,859 867,414,859 The accompanying notes are an integral part of the financial statements. 34
8,247,922,455 7,585,397,295 - - 159,555,897 145,367,048 8,668,544 11,328,721 32,293,650 21,446,128 418,430,250 - 57,692,932 63,067,370 - - 8,924,563,728 7,826,606,562 5,090,027,778 4,752,401,403 369,775,988 300,424,972 1,409,294,059 1,195,092,972 370,232,632 (6,788,266) 7,239,330,457 6,241,131,081 1,685,233,271 1,585,475,481 (116,445,159) (120,396,441) (439,891,445) (426,209,024) 1,128,896,667 1,038,870,016 - - 1,128,896,667 1,038,870,016 1.55
1.43
728,119,020 727,798,572 1.30
1.20
867,414,859 867,414,859
Annual Report 2007
35
Bumrungrad Hospital Public Company Limited
36
Annual Report 2007
BUMRUNGRAD HOSPITAL PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006 (Unit: Baht) Consolidated financial statements Separate financial statements 2007 2006 2007 2006 (Restated)
Cash flows from operating activities Net income 1,605,462,201 1,095,702,100 1,128,896,667 1,038,870,016 Adjustments to reconcile net income to net cash provided by (paid from) operating activities: Depreciation and amortisation 407,634,558 342,093,936 369,775,988 300,424,972 Bad debts and allowance for doubtful accounts 31,082,828 54,482,057 30,342,286 52,550,495 Allowance for loss on impairment of assets (reversal) 370,232,632 10,426,768 370,232,632 (6,788,266) Loss on disposal of equipment 6,631,038 6,098,983 6,631,038 6,098,983 Income from receipt of securities (200,000) - - - - Dividend income from an associated company - - (418,430,250) Share of income from investments in associated companies (854,387,550) (7,763,568) - - Net loss attributable to minority interest (2,204,185) (18,522,897) - - Income from operating activities before changes in operating assets and liabilities 1,564,251,522 1,482,517,379 1,487,448,361 1,391,156,200 Decrease (increase) in operating assets Trade accounts receivable (165,307,995) (240,203,567) (156,093,890) (206,594,622) Amounts due from related parties 76,297 (5,136,279) 10,017,215 (11,379,358) Inventories (37,070,502) (16,517,404) (38,718,787) (13,929,135) Other current assets (6,646,871) 3,803,550 (7,719,436) (11,969,411) Increase (decrease) in operating liabilities Trade accounts payable (94,955,762) (11,127,448) (48,003,846) (13,777,958) Amounts due to a related party (1,800,000) 1,800,000 (1,800,000) 1,800,000 Accrued physicians’ fees 36,988,359 42,321,180 38,214,266 40,462,522 Interest payable 323,614 182,982 400,328 - Corporate income tax payable 925,903 (9,500,052) 203,169 (8,421,601) Accrued expenses 34,545,393 (65,507,398) 28,091,819 (44,836,930) Accounts payable - others 1,985,353 (43,323,385) 1,721,741 (39,596,491) Unearned income 6,320,394 (8,739,827) - - Other current liabilities 1,019,011 6,453,371 2,129,192 5,684,780 Net cash from operating activities 1,340,654,716 1,137,023,102 1,315,890,132 1,088,597,996 The accompanying notes are an integral part of the financial statements.. 37
Bumrungrad Hospital Public Company Limited
BUMRUNGRAD HOSPITAL PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES STATEMENTS OF CASH FLOWS (Continued) FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006 (Unit: Baht) Consolidated financial statements Separate financial statements 2007 2006 2007 2006 (Restated) Cash flows from investing activities Decrease in deposits at financial institutions with maturity of more than 3 months and those pledged 7,458,695 210,278,350 7,458,695 209,999,877 Decrease (increase) in advances to employees and directors 938,452 (1,286,520) (766,214) (40,216) Cash receipt from short-term loans and interest receivable a related party - - 8,063,036 24,580,138 Sales (purchase) of investments in associated companies (287,704,013) 209,354 (287,704,013) 209,354 Dividend received from an associated company 418,430,250 - 418,430,250 - Increase in advance for future subscription - (33,586,028) - - Acquisition of plant and equipment (569,699,256) (689,537,673) (612,467,920) (679,259,938) Proceeds from sales of equipment 4,276,313 9,102,810 4,276,313 9,102,810 Increase in intangible assets and other non-current assets (159,145,650) (172,926,881) (156,805,651) (172,926,880) Net cash used in investing activities (585,445,209) (677,746,588) (619,515,504) (608,334,855) Cash flows from financing activities Capital increase of minority shareholders of a subsidiary - 452,644,323 - - Repayment of short-term loans and interest payable - a related party - - (253,026,987) (243,973,013) Cash receipt from long-term loan 350,000,000 300,000,000 350,000,000 300,000,000 Repayment of long-term loan (328,521,802) (328,521,802) - - Dividend paid (620,544,389) (547,539,167) (620,544,389) (547,539,167) Interest paid for convertible bonds treated as equity securities (17,500,000) (17,500,000) (17,500,000) (17,500,000) Net cash used in financing activities (616,566,191) (140,916,646) (541,071,376) (509,012,180)
Net increase (decrease) in cash and cash equivalents 138,643,316 318,359,868 155,303,252 (28,749,039) Translation adjustment (553,904) (8,005,810) - - Cash and cash equivalents at beginning of year 853,860,177 543,506,119 353,636,646 382,385,685 Less: Cash and cash equivalents of a subsidiary (BIL) as at the date of it changed to an associated company (442,085,735) - - - Cash and cash equivalents at end of year 549,863,854 853,860,177 508,939,898 353,636,646
Supplemental cash flows information Cash paid during the year for:- Interest expense 110,190,191 109,763,427 126,071,817 110,369,454 Corporate income tax 445,646,733 441,640,078 439,726,779 435,396,812 The accompanying notes are an integral part of the financial statements. 38
Annual Report 2007
BUMRUNGRAD HOSPITAL PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006
1. GENERAL INFORMATION 1.1 Corporate information Bumrungrad Hospital Public Company Limited (“the Company”) is registered as a public company incorporated and domiciled in Thailand. The Company is principally engaged in hospital business, investment in other companies and rental of properties service and its registered address is 33 Soi 3 (Nana Nua) Sukhumvit Road, Klongtoey Nua Sub District, Wattana District, Bangkok. 1.2 Investments during the year a) On 12 March 2007, the Extraordinary Meeting No. 1/2007 of the Company’s shareholders approved the waiving of future rights to subscribe to a maximum of 3,714,283 new shares at Baht 153.52 per share, totaling Baht 570,216,726, of Bumrungrad International Ltd. (“BIL”) and the allocation of such rights to Asia Financial Holdings Limited (“AFH”), or its wholly-owned subsidiary. As a result, the Company’s shareholding in BIL decreased from 51 percent to 31.5 percent and BIL has not been a subsidiary of the Company since the second quarter of 2007. b) On 10 September 2007, the meeting of the Board of Directors of the Company approved the Company’s purchase of 29,995 ordinary shares of CDE Trading Limited (“CDE”) (formerly known as “Global Care Solutions (Thailand) Company Limited”) with a par value of Baht 100 each, representing 30 percent of the issued shares of CDE. As a result, CDE is an associated company of the Company. 2. BASIS OF FINANCIAL STATEMENTS PREPARATION 2.1 The financial statements have been prepared in accordance with accounting standards enunciated under the Accounting Profession Act B.E. 2547. The presentation of financial statements has been made in compliance with the stipulations of the Notification of the Department of Business Development dated 14 September 2001, issued under the Accounting Act B.E. 2543. The financial statements have been prepared on a historical cost basis except where otherwise disclosed in the accounting policies. 2.2 Basis of consolidation a) The consolidated financial statements include the financial statements of Bumrungrad Hospital Public Company Limited, its subsidiaries and jointly controlled entity (applying the proportionate consolidated method) which is jointly controlled by the Company or its subsidiary as follows: 39
Bumrungrad Hospital Public Company Limited
Company’s name
Revenues as a percentage to the Assets as a percentage consolidated Country to the consolidated total revenues Nature of of Percentage of total assets as at for the year ended business incorporation shareholding 31 December 31 December 2007 2006 2007 2006 2007 2006 Percent Percent Percent Percent Percent Percent
Subsidiaries held by the company Bumrungrad International Ltd. (BMC) Bumrungrad International Ltd. (BIL) Vitallife Corporation Ltd. (VTL)
Building lease Holding company Health care center
Thailand Thailand Thailand
100 - 100
100 14 51 - 100 1
17 - - 8 - 1 1 1 1
Percentage of indirect Country of shareholding Company’s name Nature of business incorporation 2007 2006 Subsidiaries held by a subsidiary (BIL) Bumrungrad International Philippines Inc. Hospital management and investment in Asian Hospital, Inc. Neptune Stroika Holdings, Inc. Investment in Asian Hospital, Inc. Bumrungrad International Holdings Investment in Asia Renal Care Ltd. (Hong Kong) Limited Bumrungrad International Management Hospital management (Hong Kong) Limited Jointly controlled entity held by a subsidiary (BIL) Bumrungrad Hospital Dubai LLC Hospital business (not yet commenced operation)
b) c) d)
40
Philippines
Percent -
Percent 100.00
Philippines Hong Kong
- -
40.00 100.00
Hong Kong
-
100.00
United Arab Emirates
-
49.00
The financial statements of the subsidiaries incorporated overseas are translated into Thai Baht at the average closing exchange rate for assets and liabilities, and at the monthly average exchange rate applying during the year for revenues and expenses. The resultant differences have been shown under the caption of “Translation adjustment” in shareholders’ equity. Material balances and transactions between the Company and its subsidiaries have been eliminated from the consolidated financial statements. Investments in the subsidiaries as recorded in the Company’s books of account are eliminated against the equity of the subsidiaries. The resultant differences are amortised over a period of 10 years commencing as from the date of acquisition of the investment.
Annual Report 2007
e) The status of Bumrungrad International Ltd. (“BIL”) changed from a subsidiary to an associated company from 1 April 2007, as a result of the Company’s shareholding in BIL decreasing from 51 percent to 31.5 percent, since the Company waived its rights to subscribe to the new ordinary shares of BIL. f) In September 2006, a subsidiary (Bumrungrad International Ltd.) invested in Bumrungrad Hospital Dubai LLC (BHD), a newly established company incorporated in the United Arab Emirates, in which it holds 49 percent of equity. 2.3 The separate financial statements, which present investments in subsidiaries and associated companies under the cost method, have been prepared solely for the benefit of the public. 3. ADOPTION OF NEW ACCOUNTING STANDARDS The Federation of Accounting Professions (FAP) has issued Notifications No. 9/2550, 38/2550 and 62/2550 regarding Accounting Standards. The notifications mandate the use of the following new Accounting Standards: a) Accounting Standards which are effective for the current year TAS 44 (revised 2007) Consolidated Financial Statements and Separate Financial Statements TAS 45 (revised 2007) Investments in Associates TAS 46 (revised 2007) Interests in Joint Ventures These accounting standards become effective for the financial statements for fiscal years beginning on or after 1 January 2007. During the first quarter of the current year, the Company changed its accounting policy for recording investments in subsidiaries, in the separate financial statements in order to comply with the revised Accounting Standard No. 44 as discussed in Note 4 to the financial statements. b) Accounting Standards which are not effective for the current year TAS 25 (revised 2007) Cash Flow Statements TAS 29 (revised 2007) Leases TAS 31 (revised 2007) Inventories TAS 33 (revised 2007) Borrowing Costs TAS 35 (revised 2007) Presentation of Financial Statements TAS 39 (revised 2007) Accounting Policies, Changes in Accounting Estimates and Errors TAS 41 (revised 2007) Interim Financial Reporting TAS 43 (revised 2007) Business Combinations TAS 49 (revised 2007) Construction Contracts TAS 51 Intangible Assets These accounting standards will become effective for the financial statements for fiscal years beginning on or after 1 January 2008. The management has assessed the effect of these revised accounting standards and believes that they will not have any significant impact on the financial statements for the year in which they are initially applied, except for the following accounting standard. 41
Bumrungrad Hospital Public Company Limited
TAS 43 (revised 2007) “Business Combinations” TAS 43 (revised 2007) does not require the Company to amortise goodwill acquired in a business combination. Such goodwill is instead to be tested for impairment, and measured at cost less accumulated impairment losses. This accounting standard applies to goodwill arising from business combinations for which the agreement date is on or after 1 January 2008. Previously recognised goodwill can be accounted for prospectively, with the Company discontinuing the amortisation of the goodwill and instead testing for impairment, as from the beginning of the first fiscal year starting on or after 1 January 2008. 4. CHANGE IN ACCOUNTING POLICY FOR RECORDING INVESTMENTS IN SUBSIDIARIES IN THE SEPARATE FINANCIAL STATEMENTS During the first quarter of the current year, the Company changed its accounting policy for recording investments in subsidiaries in the separate financial statements from the equity method to the cost method, in compliance with Accounting Standard No. 44 (“revised 2007”) regarding “Consolidated Financial Statements and Separate Financial Statements”, under which investments in subsidiaries are to be presented in the separate financial statements under the cost method. In this regard, the Company has restated the previous period’s separate financial statements as though the investments in the subsidiaries had originally been recorded using the cost method. The change has the effect of decreasing net income in the separate income statements for the years ended 31 December 2007 and 2006 by Baht 477 million (Baht 0.65 per share) and Baht 57 million (Baht 0.08 per share), respectively. The cumulative effect of the change in accounting policy has been presented under the heading of “Cumulative effect of the change in accounting policy for investments in subsidiaries” in the separate statements of changes in shareholders’ equity. Such change in accounting policy affects only the accounts related to investments in subsidiaries in the Company’s separate financial statements, with no effect to the consolidated financial statements. 5. SIGNIFICANT ACCOUNTING POLICIES 5.1 Revenue and expense recognition a) Revenues from hospital operations, mainly consisting of medical fees, hospital room sales, and medicine sales, are recognised as income when services have been rendered or medicine delivered. b) Consulting and management fee income are recognised when service have been rendered taking into account the stated of completion. c) Rental income and related service income are recognised on an accrual basis in accordance with a period as stipulated in an agreement. d) Interest income and expenses are recognised on an accrual basis. e) Dividends are recognised when the right to received the dividends is established. 42
Annual Report 2007
5.2 Cash and cash equivalents Cash and cash equivalents consist of cash in hand, cash at banks, and all highly liquid investments with an original maturity of three months or less and not subject to withdrawal restrictions. 5.3 Trade accounts receivable Trade accounts receivable are stated at the net realisable value. Allowance for doubtful accounts is provided for the estimated losses that may be incurred in collection of receivables. The allowance is generally based on collection experiences and analysis of debtor aging. 5.4 Inventories Inventories are valued at the lower of cost (weighted average basis) and net realisable value. 5.5 Investments a) Investments in non-marketable equity securities, which the Company classifies as other investments, are stated at cost net of allowance for loss on diminution in value (if any). b) Investment in jointly controlled entity and associated companies are accounted for in the consolidated financial statements using the equity method. c) Investments in subsidiary and associated companies are accounted for in the separate financial statements using the cost method. 5.6 Property, plant and equipment/Depreciation Land is stated at cost. Buildings and equipment are stated at cost less accumulated depreciation and allowance for loss on impairment of assets (if any). Depreciation of buildings and equipment is calculated by reference to their costs on a straight-line basis over the following estimated useful lives: Leasehold right - lease period (30 years) Land improvement - 3 years and 30 years Buildings and construction - 8 - 30 years Facility systems - 5 - 20 years Medical accessory equipment - 5 - 15 years Hospital equipment - 3 - 15 years Equipment and furniture - 5 - 15 years Motor vehicles - 5 - 10 years Depreciation is included in determining income. No depreciation is provided on land and construction in progress and under installation.
43
Bumrungrad Hospital Public Company Limited
5.7 Intangible assets and amortisation Intangible assets are stated at cost less accumulated amortisation. Amortisation is calculated by reference to cost on a straight-line basis over the expected future period, for which the assets are expected to generate economic benefit, as follows: Computer software - 5 years and 10 years Goodwill on purchase of business - 10 years Other intangible asset - 10 years The amortisation is included in determining income. 5.8 Related party transactions Related parties comprise enterprises and individuals that control, or are controlled by, the Company, whether directly or indirectly, or which are under common control with the Company. They also include associated companies and individuals which directly or indirectly own a voting interest in the Company that gives them significant influence over the Company, key management personnel, directors and officers with authority in the planning and direction of the Company’s operations. 5.9 Foreign currencies Foreign currency transactions are translated into Baht at the exchange rates ruling on the transaction dates. Monetary assets and liabilities denominated in foreign currencies outstanding at the balance sheet date are translated into Baht at the exchange rates ruling on the balance sheet date. Gains and losses on exchange are included in determining income. 5.10 Impairment of assets The Company and its subsidiaries assess at each reporting date whether there is an indication that an asset of the Company and its subsidiaries may be impaired. If any such indication exists, the Company and its subsidiaries make an estimate of the asset’s recoverable amount. Where the carrying amount of the asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses are recognised in the income statement. An asset’s recoverable amount is the higher of fair value less costs to sell and value in use. 5.11 Employee benefits Salaries, wages, bonuses and contributions to the social security fund and provident fund are recognised as expenses when incurred. 5.12 Provisions Provisions are recognised when the Company and its subsidiaries have a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
44
Annual Report 2007
5.13 Income tax Income tax of the Company and its subsidiaries in Thailand is provided for in the accounts based on the taxable profits determined in accordance with tax legislation. Overseas subsidiaries calculate corporate income tax in accordance with tax rates regulated in tax laws of those countries. 5.14 Use of accounting estimates Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions in certain circumstances, affecting amounts reported in these financial statements and related notes. Actual results could differ from these estimates. 6. TRADE ACCOUNTS RECEIVABLE The outstanding balances of trade accounts receivable as at 31 December 2007 and 2006 are aged, based on due date, as follows: (Unit: Baht) Consolidated Separate financial statements financial statements Age of receivables 2007 2006 2007 2006 Not yet due 238,286,240 269,103,295 237,733,792 232,975,428 Past due 1 - 30 days 110,174,464 98,189,592 109,797,275 97,876,579 31 - 60 days 52,175,107 50,190,426 52,015,929 49,951,413 61 - 90 days 48,448,335 34,091,683 48,083,562 33,766,064 91 - 180 days 72,415,810 40,457,551 71,799,674 37,451,898 181 - 365 days 73,276,794 21,432,824 72,534,450 20,331,900 More than 365 days 56,895,538 39,555,519 56,120,157 20,746,572 Total 651,672,288 553,020,890 648,084,839 493,099,854 Less: Allowance for doubtful accounts (55,004,597) (27,824,358) (53,637,624) (24,404,243) Trade accounts receivable - net 596,667,691 525,196,532 594,447,215 468,695,611 7. RELATED PARTY TRANSACTIONS During the years, the Company and its subsidiaries had significant business transactions with related parties, which have been concluded on commercial terms and bases agreed upon in the ordinary course of business between the Company and those companies. Following is a summary of those transactions.
45
Bumrungrad Hospital Public Company Limited
(Unit: Million Baht) Consolidated Separate financial statements financial statement Transfer pricing policy 2007 2006 2007 2006 Transactions with subsidiaries (eliminated from the consolidated financial statements) Rental income - - 27.3 26.9 As per contracts 7.1) MLR p.a. (2006: 10% p.a., Interest income 1.2 4.6 1.0 2.1 MLR less 0.5% to MLR plus 0.25% p.a.) Medical service income - - 14.7 17.0 Cost plus margin Consulting fee income 0.4 11.9 15.5 36.9 As per contract 7.10), Actual charge Rental expense - - 86.0 84.0 As per contract 7.2) Interest expense - - 84.6 116.0 MLR less 1.00% p.a. (2006: MLR less 0.45% to MLR p.a.) Transactions with associated companies Rental income 0.8 - 0.8 - As per contract 7.3), Actual paid System implementation income - 5.4 - - As per contract 7.6) Software license fee income 1.9 7.7 - - As per contract 7.7) Management fee income 12.7 40.6 - - As per contract 7.8) Consulting fee income 13.0 - 13.0 - As per contract 7.10), Actual paid Dividend income - - 418.4 - As declared Software maintenance expense 18.7 - 18.7 - As per contracts 7.9) Purchase of computer software 139.1 - 139.1 - As per contracts 7.5) Transactions with jointly controlled entity (eliminated from the consolidated financial statements) Consulting fee income 0.3 2.8 - - Cost Transactions with related companies Medical service income 31.7 85.4 31.7 85.4 Cost plus margin Rental income 1.0 1.3 1.0 1.3 As per contract 7.3) Software maintenance expense 56.2 74.9 56.2 74.9 As per contracts 7.9) Other income 2.3 0.9 2.3 0.9 Cost Rental expense 35.7 31.5 35.7 31.5 As per contract 7.4) Donation expense 7.8 7.2 7.8 7.2 - Consulting fee expense 5.3 9.3 5.3 4.0 As per contracts Purchase of computer software - 139.1 - 139.1 As per contracts 7.5) System implementation expense 1.8 3.5 - - As per contracts 7.11) (2006: As per contract 7.6) Insurance expense 20.2 18.5 20.1 18.5 As per insurance policies System implementation income 2.2 - - - As per contracts 7.11) 46
Annual Report 2007
7.1) A subsidiary (Bumrungrad Medical Center Ltd.) has leased a plot of land from the Company for its hospital operations. The lease agreements cover a period of 30 years, commencing from the year 1996. The rental fees are Baht 22 million per annum. Another subsidiary (Vitallife Corporation Ltd.) has leased building spaces from the Company for use in its operations. The lease agreement covers a period of 11 years, commencing from the year 2001, and rental fees are Baht 3 million per annum. On 1 July 2004, the Company and the subsidiary made an addendum to lease agreement. The subsidiary has to pay rental fee equal to 5% of gross revenue inclusive of value added tax, but not less than Baht 238,200 per month. 7.2) The Company has leased hospital building from Bumrungrad Medical Center Ltd. for use in its hospital business. The lease agreement covers a period of 3 years, commencing from August 2004, and the rental fees are Baht 84 million per annum. In July 2007, the Company and the subsidiary made a new agreement to continue lease hospital building. The new lease agreement covers a period of 3 years, commencing from August 2007, and the rental fees are Baht 89 million per annum. 7.3) CDE Trading Limited (formerly known as “Global Care Solutions (Thailand) Co., Ltd.”) has leased building spaces from the Company for use in its operations. The lease agreement covers a period of 3 years, commencing from the year 2001, and shall be extended for a further period of 3 years. The rental fees are Baht 1 million per annum, not including rental fees for room at B.H. Residence. 7.4) The Company has entered into an agreement to lease land and a building (BH Residence) from Bangkok Bank Plc. for a period of 3 years, commencing from August 2000. The rental fee is calculated at the rate of 75% of net income (total revenues minus total expenses) from the sub-lease, with a minimum rental of Baht 8 million per annum. Subsequently, the bank approved renewal of agreement, commencing on 29 August 2005 to 28 February 2008. The rate of rental and other conditions shall be in accordance with the initial agreement. Rental payable as at 31 December 2007, amounting to Baht 6.7 million (2006: Baht 8.0 million), was shown in the consolidated and separate balance sheets under the caption of “Accounts payable - others”. 7.5) In December 2007, the Company entered into a license agreement with CDE Trading Limited (CDE) (formerly known as “Global Care Solutions (Thailand) Co., Ltd.”) to purchase additional computer software, totaling Baht 130 million (exclusive of value added tax). The Company already paid for such software. In December 2006, the Company entered into a license agreement with CDE to purchase additional computer software, totaling USD 3.25 million (exclusive of value added tax). The Company paid for such software in December 2006. 7.6) In April 2005, a subsidiary (Bumrungrad International Ltd.) entered into the provision of services under system implementation agreement with CDE Trading Limited (CDE) (formerly known as “Global Care Solutions (Thailand) Co.,Ltd.”) to provide computer system implementation services to Asian Hospital, Inc. (AHI) for the use in its overseas hospital business. The subsidiary is obliged to pay such fee totaling USD 200,000. During the year 2006, the subsidiary recorded for such fee amounting to USD 94,000. The subsidiary also entered into computer system implementation agreement with AHI, totaling USD 350,000. The subsidiary called for such fee during the year 2006 amounting to USD 140,000. 47
Bumrungrad Hospital Public Company Limited
7.7) In February 2005, a subsidiary (Bumrungrad International Ltd.) and Asian Hospital, Inc. (AHI) entered into a software site license agreement. AHI paid license fee of Peso 52,676,342 in 2005. The license fee was recognised as income in accordance with the period as stipulated in the agreement. Unrecognised license fee as at 31 December 2006, amounting to Baht 24.9 million, was shown in “Unearned income” in consolidated financial statements. 7.8) In February 2005, a subsidiary (Bumrungrad International Philippines Inc.) and Asian Hospital, Inc. (AHI) have entered into a management service agreement under which AHI has to pay the subsidiary a percentage of its total revenue and profit before interest expense, income tax, and depreciation and amortisation expenses. The management fee shall be paid in form of cash up to a certain amount, the excess of which will be paid in form of AHI’s shares, up to maximum 10% of total issued and outstanding capital stock of AHI (fully diluted basis). The agreement covers a period of 5 years, expiring in the year 2010, and shall be renewed. Management fee receivable as at 31 December 2006, amounting to Baht 52.8 million was recorded in Trade accounts receivable in consolidated financial statements. 7.9) On 4 January 2007, the Company entered into an Agreement for Maintenance Services for Software Hospital 2005/DOT NET and Its Version 2 with CDE Trading Limited (CDE) (formerly known as “Global Care Solutions (Thailand) Co., Ltd.”). The Company is obliged to pay such fee totaling Baht 70 million (exclusive of value added tax). The agreement expired on 31 December 2007. On 4 January 2006, the Company entered into a Maintenance Services for Software Hospital 2000/DOT NET agreement with CDE. The Company was obliged to pay such fee totaling USD 1,750,000 (exclusive of value added tax). The agreement expired on 31 December 2006. 7.10) On 2 June 2006, the Company has entered into a Consulting Support Agreement with a subsidiary (Bumrungrad International Ltd.). The subsidiary is obliged to pay such fee totaling Baht 4.9 million per month starting from August 2006 to March 2007, and Baht 1.2 million per month starting from April 2007 onwards. The agreement will expire as per the agreement’s conditions. In addition, the Company charged Baht 14 million for consulting services provided from January to July 2006. 7.11) In March 2007, a subsidiary (Bumrungrad International Ltd.) has entered into the provision of services under system implementation agreement with CDE Trading Limited (CDE) (formerly known as “Global Care Solutions (Thailand) Co., Ltd.”) to provide computer system implementation service to the jointly controlled entity (Bumrungrad Hospital Dubai, LLC) (BHD) for the use in its overseas hospital business. The subsidiary is obliged to pay such fee totaling USD 200,000. During the first quarter, the subsidiary recorded for such fee amounting to USD 50,000. The subsidiary has also entered into computer system implementation agreement with BHD, totaling USD 400,000. The subsidiary called for such fee during the first quarter amounting to USD 125,000.
48
Annual Report 2007
The balances of the accounts as at 31 December 2007 and 2006 between the Company and those related companies are as follows: (Unit: Baht) Consolidated Separate financial statements financial statements 2007 2006 2007 2006 Amounts due from related parties Subsidiaries Bumrungrad International Ltd. - - - 15,932,419 Vitallife Corporation Ltd. - - 84,446 1,041,658 Associated companies Bumrungrad International Ltd. 2,754,583 - 2,754,583 - CDE Trading Limited 20,258 - 20,258 - Asian Hospital, Inc. - 514,127 - - Jointly controlled entity Bumrungrad Hospital Dubai LLC - 5,737,563 - - Related companies CDE Trading Limited - 67,268 - 67,268 The Bumrungrad Hospital Foundation 4,365,928 201,085 4,365,928 201,085 Total 7,140,769 6,520,043 7,225,215 17,242,430 Short-term loans and interest receivable - a related party Subsidiary Vitallife Corporation Ltd. - - 10,058,348 18,121,384 Amounts due to a related party Related company The Bumrungrad Hospital Foundation - 1,800,000 - 1,800,000 Short-term loans and interest payable - a related party Subsidiary Bumrungrad Medical Center Ltd. - - 1,212,236,428 1,465,263,415 During the second quarter of the current year, Bumrungrad International Ltd. (BIL) has changed its status from a subsidiary to an associated company. The business transactions and balances of the accounts as at 31 December 2007 between BIL and BIL’s related companies were therefore excluded. In September of the current year, CDE Trading Limited (CDE) (formerly known as “Global Care Solutions (Thailand) Co., Ltd.”) has changed its status from a related company to an associated company. The balances of the business transactions as at 31 December 2007 between the Company and CDE were therefore presented as balance of the accounts between the Company and associated companies. The short-term loans to Vitallife Corporation Ltd. carry interest at the rate of MLR per annum (2006: MLR less 0.5% per annum, MLR per annum, and MLR plus 0.25% per annum). 49
Bumrungrad Hospital Public Company Limited
The short-term loans from Bumrungrad Medical Center Ltd. carry interest at the rate of MLR less 1% per annum (2006: MLR less 0.45% per annum, and MLR per annum). As at 31 December 2006, Bumrungrad International Ltd. granted a short-term loan of USD 1 million to Bumrungrad International Holdings (Hong Kong) Limited. The loan carries interest at the rate of MLR less 0.45% per annum and granted a long-term loan to Neptune Stroika Holdings, Inc. of Peso 30 million, carrying interest at the rate of 10% per annum, for a period of 7 years (within the year 2012). The loan has been secured by a pledge of shares in Neptune Stroika Holdings, Inc., which are held by Mr. Augusto G. Gan. During 2007, movements of loans to and loans from related parties were as follows: (Unit: Baht) Balance as at Balance as at 31 December During the year 31 December 2006 Increase Decrease 2007 Short-term loans and interest receivable - a related party Subsidiary Vitallife Corporation Ltd. Principal 18,000,000 - 8,000,000 10,000,000 Interest receivable 121,384 990,162 1,053,198 58,348 18,121,384 990,162 9,053,198 10,058,348 (Unit: Baht) Balance as at Balance as at 31 December During the year 31 December 2006 Increase Decrease 2007 Short-term loans and interest receivable - a related party Subsidiary Bumrungrad Medical Center Ltd. Principal 1,455,236,428 - 243,000,000 1,212,236,428 Interest payable 10,026,987 84,622,886 94,649,873 - 1,465,263,415 84,622,886 337,649,873 1,212,236,428 Directors and management’s remuneration In 2007 the Company and its subsidiaries paid salaries, bonuses, meeting allowances and gratuities to their directors and management totaling Baht 143.2 million (Separate financial statements: Baht 138.0 million) (2006: Baht 126.3 million, Separate financial statements: Baht 118.2 million). 8. INVENTORIES (Unit: Baht) Consolidated Separate financial statements financial statements 2007 2006 2007 2006 Medicine 130,853,499 103,969,481 127,199,528 98,667,225 Medical supplies 34,866,537 28,613,789 34,866,537 28,613,789 Other supplies 37,763,766 33,830,030 37,763,766 33,830,030 Total inventories 203,483,802 166,413,300 199,829,831 161,111,044 9. PLEDGED FIXED DEPOSITS AT FINANCIAL INSTITUTIONS As at 31 December 2007, deposits at financial institutions of Baht 12.1 million (2006: Baht 9.6 million) have been pledged with banks to secure bank guarantees issued by banks on behalf of the Company and a subsidiary (Bumrungrad Medical Center Ltd.). 50
-
-
-
1,772,512,372
(545,000,000)
2,317,512,372 -
25,610,000
599,999,400
1,691,902,972
During the second quarter of 2007, Bumrungrad International Ltd. (BIL) has changed its status from a subsidiary to an associated company as described in Note 1.2 to the financial statements.
1,172,512,972
100.00
51.00
100.00
Total investments in subsidiary companies - net
31,500,000
744,117,525
958,953,608
-
-
-
-
(545,000,000)
25,610,000
-
1,691,902,972
Less: Allowance for loss on impairment
100.00
-
100.00
1,717,512,972
31,500,000
-
958,953,608
Total investments in subsidiary companies
Vitallife Corporation Ltd.
Bumrungrad International Ltd.
Bumrungrad Medical Center Ltd.
10. INVESTMENTS IN SUBSIDIARIES (Unit: Baht) Separate financial statements 2007 2006 Dividend Dividend Paid-up Shareholding Investments received during Paid-up Shareholding Investments received during Company’s name capital percentage Cost method the year capital percentage Cost method the year % % (Restated)
Annual Report 2007
51
Bumrungrad Hospital Public Company Limited
11. INVESTMENTS IN ASSOCIATED COMPANIES 11.1 Details of associated companies: (Unit: Baht) Consolidated financial statements 2007 2006 Carrying Carrying amounts amounts based on based on Shareholding equity Shareholding equity percentage Cost method percentage Cost method % % Associated companies 31.50 866,040,600 1,090,598,513 - - - Bumrungrad International Ltd. CDE Trading Limited (formerly known as “Global Care Solutions (Thailand) Co., 30.00 21,662,713 432,008,740 - - - Ltd.”) Associated company held by a subsidiary Asian Hospital, Inc. - - - 35.10 385,759,564 464,948,666 Jointly controlled entity held by a subsidiary - Bumrungrad Hospital Dubai, LLC - - - 49.00 25,051,549 Total investments in associated companies 887,703,313 1,522,607,253 410,811,113 464,948,666 (Unit: Baht) Separate financial statements 2007 2006 Carrying Carrying amounts amounts Shareholding based on Shareholding based on percentage cost method percentage cost method % % (Restated) Associated companies Bumrungrad International Ltd. 31.50 866,040,600 - - CDE Trading Limited (formerly known as “Global Care Solutions (Thailand) Co., Ltd.”) 30.00 21,662,713 - - Total investments in associated companies 887,703,313 -
52
Annual Report 2007
(Unit: Baht) Consolidated financial statements Separate financial statements Share of income from investments in Dividend received Company’s name associated companies during the year durng the year 2007 2006 2007 2006 Asian Hospital, Inc. 8,042,866 7,763,568 - - Bumrungrad International Ltd. 17,568,407 - - - CDE Trading Limited (formerly known as “Global Care Solutions (Thailand) Co., Ltd.”) 828,776,277 - 418,430,250 - 854,387,550 7,763,568 418,430,250 - 11.2 Summarised financial information of associated companies (Unit: Million Baht) Total revenues Net income Paid-up capital as at Total assets as at Total liabilities as at for the years ended for the years ended
Company’s name
31 December 31 December 2007 2006 2007 2006 Bumrungrad International Ltd. 2,749.3 - 4,300.8 - CDE Trading Limited (formerly known as “Global Care Solutions (Thailand) Co., Ltd.”) 10.0 - 1,579.2 -
31 December 31 December 2007 2006 2007 2006 737.8 - 1,442.5 -
16.5
- 3,044.0
31 December 2007 2006 47.7 -
- 2,765.3
-
Bumrungrad International Limited Bumrungrad International Limited (BIL) operates as an investment holding company, investing in the common shares of companies and jointly controlled entity which are principally engaged in hospital management, investment in hospital business and hospital operations, as discussed in Note 2.2 to the financial statements. During the year 2007, BIL increased its registered share capital from Baht 1,176,470,100 to Baht 2,749,336,700 (27,493,367 ordinary shares with par value of Baht 100 each) through the issue of several tranche of additional ordinary shares and the Company’s shareholding in BIL decreased from 51 percent to 31.5 percent. In May 2007, the Company acquired 2,660,414 shares of the new ordinary shares issued by BIL with a price of Baht 100 per share, for a total price of Baht 266 million and maintains its 31.5 percent shareholding in BIL. As a result, the status of BIL has changed from a subsidiary to an associated company since the second quarter of 2007.
53
Bumrungrad Hospital Public Company Limited
During the year 2007, BIL acquired 100 percent of the shares of Asia Renal Care Ltd. (ARC) at a price of USD 74 million through Bumrungrad International Holdings (Hong Kong) Limited which is BIL’s wholly-owned subsidiary. CDE Trading Limited (formerly known as “Global Care Solutions (Thailand) Company Limited”) On 10 September 2007, a meeting of the Board of Directors of the Company approved the Company’s purchase of 29,995 ordinary shares of CDE Trading Limited (CDE) with a par value of Baht 100 per share from its existing shareholder, Global Care Solutions S.A. of Luxemburg (the Company’s shareholding percentage is 14 percent), at a total price of USD 630,000 (or approximately Baht 21 million). The shares represent 30 percent of the issued and paid-up capital. The Company entered into the Share Transfer Form on 11 September 2007, making CDE an associated company. Subsequently, on 19 October 2007, the Company paid for the investment. CDE is incorporated and domiciled in Thailand, and is principally engaged in the developing software for hospital business. The Company began recognising the operating results of CDE in the consolidated financial statements from 1 October 2007. In December 2007, CDE sold all software, intellectual property and all other relevant assets to Microsoft Corporation. On 2 December 2007, CDE registered to change its name with the Ministry of Commerce, from “Global Care Solutions (Thailand) Co., Ltd.” to “CDE Trading Limited”. 12. OTHER LONG-TERM INVESTMENTS (Unit: Baht) Shareholding Consolidated Separate Company’s name percentage financial statements financial statements 2007 2006 2007 2006 2007 2006 % % Chantaburi Country Club Co., Ltd. 0.5 0.5 4,500,000 4,500,000 4,500,000 4,500,000 Global Care Solutions S.A. 14.0 14.0 347,213 347,213 347,213 347,213 Bumrungrad Dialysis Center Co., Ltd. 20.0 - 200,000 - - - Total 5,047,213 4,847,213 4,847,213 4,847,213 Less: Allowance for loss on impairment (2,800,000) (2,800,000) (2,800,000) (2,800,000) Other long-term investments - net 2,247,213 2,047,213 2,047,213 2,047,213
54
Facility systems
Medical accessory equipment Hospital equipment
Equipment and furniture
Consolidated financial statements Motor vehicles
Construction in progress and under installation
Total
(Unit: Baht)
Cost 31 December 2006 290,861,482 34,880,909 2,007,568,678 134,712,077 1,553,153,256 580,926,065 311,532,877 45,358,760 826,888,018 5,785,882,122 Purchase - - 27,760,549 4,533,759 294,993,210 81,055,949 11,986,446 3,881,264 309,834,396 734,045,573 Disposals - - - - (15,943,020) (4,284,540) (96,696) (2,358,671) - (22,682,927) Transfer - - (173,542) (84,619) 91,627,105 10,242,529 (74,901) - (102,774,526) (1,237,954) 31 December 2007 290,861,482 34,880,909 2,035,155,685 139,161,217 1,923,830,551 667,940,003 323,347,726 46,881,353 1,033,947,888 6,496,006,814 Accumulated depreciation 31 December 2006 - 12,672,852 629,512,660 56,067,006 724,818,121 381,574,542 183,498,562 32,145,694 - 2,020,289,437 Depreciation for the year - 1,103,020 74,253,856 7,642,540 160,969,681 63,854,166 17,311,106 4,312,382 - 329,446,751 Depreciation on disposals - - - - (7,162,683) (3,300,527) (37,166) (1,275,200) - (11,775,576) Transfer - - (83,907) (19,392) - - (79,302) - - (182,601) 31 December 2007 - 13,775,872 703,682,609 63,690,154 878,625,119 442,128,181 200,693,200 35,182,876 - 2,337,778,011 Allowance for impairment loss 31 December 2006 - - - - 13,641,982 - - - - 13,641,982 31 December 2007 - - - - 13,641,982 - - - - 13,641,982 Net book value 31 December 2006 290,861,482 22,208,057 1,378,056,018 78,645,071 814,693,153 199,351,523 128,034,315 13,213,066 826,888,018 3,751,950,703 31 December 2007 290,861,482 21,105,037 1,331,473,076 75,471,063 1,031,563,450 225,811,822 122,654,526 11,698,477 1,033,947,888 4,144,586,821 Depreciation included in the income statements for the years 2006 277,408,663 2007 329,446,751
Land
Leasehold right and land Buildings and improvement construction
13. PROPERTY, PLANT AND EQUIPMENT
Annual Report 2007
55
56
Facility systems
Medical accessory equipment Hospital equipment
Equipment and furniture Motor vehicles
Construction in progress and under installation
Cost 31 December 2006 290,861,482 15,563,340 402,341,889 109,901,225 1,112,172,797 354,288,330 191,837,449 22,923,003 816,903,077 Purchase - - 27,760,549 4,533,759 294,993,210 80,753,125 11,883,705 3,881,264 309,531,867 Disposals - - - - (15,943,020) (4,284,540) (96,696) (2,358,671) - Transfer - - 192,600 - 91,627,105 - 142,197 - (92,531,998) 31 December 2007 290,861,482 15,563,340 430,295,038 114,434,984 1,482,850,092 430,756,915 203,766,655 24,445,596 1,033,902,946 Accumulated depreciation 31 December 2006 - 7,312,341 77,180,602 24,226,036 259,646,103 156,748,865 87,812,574 9,709,946 - Depreciation for the year - 459,101 19,521,767 7,511,626 163,104,100 62,313,981 16,761,564 4,312,381 - Depreciation on disposals - - - - (7,162,683) (3,300,527) (37,166) (1,275,200) - 31 December 2007 - 7,771,442 96,702,369 31,737,662 415,587,520 215,762,319 104,536,972 12,747,127 - Allowance for impairment loss 31 December 2006 - - - - 13,641,982 - - - - 31 December 2007 - - - - 13,641,982 - - - - Net book value 31 December 2006 290,861,482 8,250,999 325,161,287 85,675,189 838,884,712 197,539,465 104,024,875 13,213,057 816,903,077 31 December 2007 290,861,482 7,791,898 333,592,669 82,697,322 1,053,620,590 214,994,596 99,229,683 11,698,469 1,033,902,946 Depreciation included in the income statements for the years 2006 2007
Land
Leasehold right Buildings and and land improvement construction
Separate financial statements
222,267,605 273,984,520
2,680,514,143 3,128,389,655
13,641,982 13,641,982
622,636,467 273,984,520 (11,775,576) 884,845,411
3,316,792,592 733,337,479 (22,682,927) (570,096) 4,026,877,048
Total
(Unit: Baht)
Bumrungrad Hospital Public Company Limited
Annual Report 2007
The Company has mortgaged all of the land with a book value of Baht 290.9 million (Baht 1,365 million appraisal fair value as of 19 April 2007) with a commercial bank, acting as bondholders’ trustee, as collateral for the convertible bonds treated as equity securities as described in Note 16 to the financial statements. The Company and the subsidiary (Bumrungrad Medical Center Ltd.) have mortgaged their buildings and pledged medical instruments and hospital equipment, with a total net book value as at 31 December 2007 of Baht 1,193 million (Separate financial statements: Baht 179 million) (2006: Baht 1,236 million) (Separate financial statements: Baht 170 million), as collateral for long - term loan credit facilities granted by a local commercial bank as described in Note 15 to the financial statements. As at 31 December 2007, certain equipment items have been fully depreciated but are still in use. The original cost of those assets amounted to Baht 204 million (Separate financial statements: Baht 202 million) (2006: Baht 105 million) (Separate financial statements: Baht 97 million). 14. INTANGIBLE ASSETS (Unit: Baht) Consolidated financial statements
Cost 31 December 2006 Additions Less: Cost of intangible assets of a subsidiary (BIL) as at the date the subsidiary changed to an associated company 31 December 2007 Accumulated amortisation 31 December 2006 Amortisation during the year Less: Accumulated amortisation of intangible assets of a subsidiary (BIL) as at the date the subsidiary changed to an associated company 31 December 2007
Separate financial statements
Total
Computer software
Goodwill on purchase of business
Total
1,687,000 -
857,872,291 155,784,134
756,185,291 155,784,138
192,927,561 -
949,112,852 155,784,138
(100,000,000) 911,969,429
(1,687,000) -
(101,687,000) 911,969,429
- 911,969,429
- 192,927,561
- 1,104,896,990
125,090,107 77,530,241
688,857 657,566
125,778,964 78,187,807
116,060,107 76,498,711
46,624,160 19,292,757
162,684,267 95,791,468
(10,061,530) 192,558,818
(1,346,423) -
(11,407,953) 192,558,818
- 192,558,818
- 65,916,917
- 258,475,735
Computer software
Other intangible asset
856,185,291 155,784,134
57
Bumrungrad Hospital Public Company Limited
(Unit: Baht) Consolidated financial statements
Allowance for loss on impairment 31 December 2006 Increase during the year 31 December 2007 Net book value 31 December 2006 31 December 2007 Amortisation included in the income statements for the years 2006 2007
Computer software
Other intangible asset
- 370,232,632 370,232,632
Separate financial statements Goodwill on purchase of business
Total
Computer software
- - -
- 370,232,632 370,232,632
- 370,232,632 370,232,632
- - -
- 370,232,632 370,232,632
731,095,184 349,177,979
998,143 -
732,093,327 349,177,979
640,125,184 349,177,979
146,303,401 127,010,644
786,428,585 476,188,623
64,024,611 77,530,241
660,662 657,566
64,685,273 78,187,807
58,864,611 76,498,711
19,292,756 19,292,757
78,157,367 95,791,468
Total
During the year 2007, the Company assessed impairment of computer software because it ceased to use the software. Accordingly the Company provided allowance for loss on impairment of asset amounting to Baht 370.2 million and included this in determining income of the year 2007. 15. LONG-TERM LOANS
Movements in long-term loan account during the year 2007 are summarised below.
58
Annual Report 2007
On 16 September 2002, the subsidiary (Bumrungrad Medical Center Ltd.) entered into a loan agreement in the Baht currency with a local commercial bank to obtain a Baht 2,400,000,000 credit facility. Such loan carries interest at 5.5% per annum for the first two years and then at MLR less 0.5% per annum. Interest is payable on a monthly basis and principal is repayable in 24 quarterly installments, commencing 30 December 2004. To guarantee this loan, the subsidiary has mortgaged its building and pledged medical instruments, hospital equipment and fixed deposits as described in Notes 13 and 9 to the financial statements. In July 2004, the Company entered into the Amendment Agreement and the Amended and Restated Facility Agreement with that bank in order to assume joint responsibility for these liabilities. On 25 May 2006, the Company and the subsidiary entered into Second Amendment Dated 25 May 2006 to Baht 2,400,000,000 Facility Agreement Dated 12 September 2002 (As Amended and Restated) with the bank creditor to change the interest rate of Baht 2,250,000,000 credit facility from MLR less 0.5% per annum to average MLR less 1.25% per annum and cancel the pledge of fixed deposits. In addition, the Company and the subsidiary obtained additional Baht 1,370,000,000 credit facilities, divided into 4 tranches as follows: a) Tranche B2 of Baht 650,000,000 carries interest at average MLR less 1.25% per annum. Principal is repayable in 32 quarterly installments, commencing 31 March 2008. b) Tranche C of Baht 400,000,000 carries interest at average MLR less 1.25% per annum. Principal is repayable in 32 quarterly installments, commencing 31 March 2008. c) Tranche D of Baht 300,000,000 for 8-year working capital carries interest at average MLR less 1.25% per annum. d) Tranche E of Baht 20,000,000 for 8-year working capital carries interest at MOR per annum. Original mortgaged building and pledged medical instruments and hospital equipment are still used as collaterals for above loan credit facilities except for Tranche C; B.H. Residence building will be mortgaged when the Company buys it back from Bangkok Bank Plc. The loan agreement contains normal covenants pertaining to matters such as the maintenance of certain financial ratios, and restriction on financial indebtedness and the payment of dividends, among others. As at 31 December 2007, outstanding long-term credit facilities of the Company and its subsidiaries which have yet to be drawn down total Baht 720 million.
59
Bumrungrad Hospital Public Company Limited
16. CONVERTIBLE BONDS Convertible bonds as at 31 December 2007 and 2006 are as follows: a) Partly secured convertible bonds in an amount of Baht 300 million, with a maturity of 12 years, and a coupon rate of 2.5% for years 1-4, 5% for years 5-8, and 10% for years 9-12, payable semi-annually. The current conversion price is Baht 4.55 per one ordinary share. The bondholders have the option to convert the bonds into ordinary shares throughout the life of the bonds. The bonds are secured by the mortgage of the Company’s land. b) Partly secured convertible bonds in an amount of Baht 250 million (after conversion by the bondholder of Baht 750 million in the year 2003); with a maturity of 12 years, and a coupon rate of 1% per annum, payable semi-annually. The current conversion price is Baht 3.50 per one ordinary share. The bondholders have the option to convert the bonds into ordinary shares throughout the life of the bonds. The bonds are secured by the mortgage of the Company’s land. On 24 November 2000, an extraordinary meeting of the Company’s shareholders passed approval of the amendment to the terms and conditions governing the rights and obligations of the issuer and the bondholders, which gives the Company the option to either redeem the convertible bonds or to convert the bonds into ordinary shares on the maturity date. According to the Thai Accounting Standard No. 48 “Financial Instruments: Disclosure and Presentation”, because the Company has the option to either redeem the convertible bonds or to convert them into ordinary shares on the maturity date, and delivery of equity securities will not be changed by fair value of such equity securities (since the Company determined a certain conversion price), so the convertible bonds are not covered by the definition of financial liabilities and are to be treated as equity securities. In addition, the Company’s management expresses their intention to convert these bonds into ordinary shares on the maturity date. Therefore, the whole amounts of the convertible bonds are presented as part of shareholders’ equity and future interest on the bonds will be recorded as a deduction from shareholders’ equity. The Company has reserved 178,571,433 ordinary shares to accommodate the above convertible bonds. Interest expense for the year 2007 of the convertible bonds amounted to Baht 17.5 million (2006: Baht 17.5 million), being recorded as a reduction to “retained earnings”.
60
Annual Report 2007
17. SHARE CAPITAL Preference shareholders have the same right as the ordinary shareholders except that they are entitled to receive an annual dividend at 15% of preference shares capital prior to the dividend paid to the ordinary shareholders. Preference shares can be converted into ordinary shares. In the first quarter of 2007, 377,400 preference shares (2006: 134,000 shares) were converted into ordinary shares at ratio of one preference share to one ordinary share. The Company registered this conversion with the Ministry of Commerce on 23 March 2007. 18. STATUTORY RESERVE Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside to a statutory reserve at least 5 percent of its net income after deducting accumulated deficit brought forward (if any), until the reserve reaches 10 percent of the registered capital. The statutory reserve is not available for dividend distribution. During the years 2007 and 2006, the statutory reserve reaches 10 percent of the Company’s registered capital. 19. NUMBER OF EMPLOYEES AND RELATED COSTS
20. CORPORATE INCOME TAX The Company’s corporate income tax for the year 2007 has been calculated at the rate of 30 percent of net taxable income. The Company’s corporate income tax for the year 2006 has been calculated at the rate of 25 percent of net income not exceed Baht 300 million and 30 percent for the rest. The tax rates applied are in compliance with the provision of Royal Decree 387 (B.E. 2544) dated 28 August 2001, issued under the Revenue Code, regarding the reduction of income tax rates. Corporate income tax for the years 2007 and 2006 of local subsidiaries have been calculated at the rate of 30 percent of net taxable income.
61
Bumrungrad Hospital Public Company Limited
21. EARNINGS PER SHARE Basic earnings per share is calculated by dividing the net income for the year by the weighted average number of ordinary shares in issue during the year. Diluted earnings per share is calculated by dividing the net income for the year by the sum of the weighted average number of ordinary shares in issue during the year and the weighted average number of ordinary shares which would need to be issued to convert all dilutive potential ordinary shares into ordinary shares. The calculation assumes that the conversion took place either at the beginning of the year or on the date the potential ordinary shares were issued. Reconciliation between basic earnings per share and diluted earnings per share is presented below.
62
Annual Report 2007
22. SEGMENT INFORMATION The Company’s and its subsidiaries’ business operations involve 2 principal segments: (1) hospital and health care center and (2) hospital management business. These operations are mainly carried on in Thailand. Below is the consolidated financial information for the years ended 31 December 2007 and 2006 of the Company and its subsidiaries by segment.
(Unit: Million Baht)
Hospital and Hospital Elimination of inter- health care center management business segment revenues 2007
2006
2007
2006
2007
Consolidation
2006
2007
2006
Revenues from external customers 8,323 7,651 17 57 - - Intersegment revenues 21 17 - - (21) (17) Total revenues 8,344 7,668 17 57 (21) (17) Segment income 3,203 2,875 17 57 - - Unallocated income and expenses: Other income Depreciation and amortisation Administrative expenses Share of income from investments in associated companies Interest expense Corporate income tax Minority interest Net income Assets Property, plant and equipment - net 4,175 3,784 - - (30) (32) Intangible assets - net 476 786 114 (127) (127) Other assets 5,182 4,303 - 1,018 (2,210) (3,182) Total assets 9,833 8,873 - 1,132 (2,367) (3,382)
8,340 - 8,340 3,220
7,708 - 7,708 2,932
218 180 (408) (342) (1,726) (1,159) 855 (110) (445) 2 1,606 4,145 349 2,972 7,466
8 (110) (432) 19 1,096 3,752 732 2,139 6,623
Transfer prices between business segments are set out as described in Note 7 to the financial statements.
63
Bumrungrad Hospital Public Company Limited
23. PROVIDENT FUND The Company, its subsidiaries and its employees have jointly established a provident fund in accordance with the Provident Fund Act B.E. 2530. Employees contributed to the fund monthly at the rate of 5 percent of their basic salaries and the Company or subsidiaries contributed 5-7 percent of basic salary. The fund, which is managed by Finansa Asset Management Limited, will be paid to employees upon termination in accordance with the fund rules. During the year 2007, the Company and subsidiaries contributed Baht 28.1 million (2006: Baht 24.7 million) to the fund. 24. DIVIDENDS PAID
Dividends
Approved by
Final dividends of 2005 income Annual General Meeting of the shareholders on 26 April 2006 Interim dividends on operating results for the six-month period ended 30 June 2006 Board of Directors’ meeting on 16 August 2006 Total for 2006 Final dividends of 2006 income Annual General Meeting of the shareholders on 25 April 2007 Interim dividends on operating Board of Directors’ meeting on 8 August 2007 results for the six-month period ended 30 June 2007 Total for 2007
Total dividends
(Unit: Baht) Dividend per share
328,523,500
0.45
219,015,667 547,539,167
0.30 0.75
328,523,500
0.45
292,020,889 620,544,389
0.40 0.85
25. COMMITMENTS AND CONTINGENT LIABILITIES 25.1 Capital commitment As at 31 December 2007, the Company has capital commitments to pay a total of Baht 237.1 million (2006: Baht 98.4 million) in relation to the construction of a new building and Baht 171.3 million (2006: Baht 120.2 million) in respect of purchase of medical instrument and hospital equipment. 25.2 Long-term service commitments As at 31 December 2007, the Company has the following outstanding long-term service commitments:
64
Annual Report 2007
(Unit: Million Baht)
Details of commitments
Paid in
The Company 1) To pay fee to a bank which is bondholders’ representative 2008 2009 - 2012 2) Land rental for construction of nursing dormitory (shall be extended for 2008 a further period of 20 years) 2009 - 2035 3) Lease of medical instrument 2008 2009 4) Lease of land and building for operating serviced apartment (shall be 2008 extended for a further period of 2 years) 5) Lease of building for nursing dormitory and related services 2008 (shall be renewed automatically) 2009 - 2010 6) Maintenance service fee for medical instrument 2008 2009 - 2010 7) Rental and maintenance service fee for cars 2008 2009 - 2011 8) Testing service fee for lab 2008 - 2010 Total
Amount 0.3 0.9 32.1 59.6 20.0 20.0 6.4 11.7 10.2 16.2 9.6 10.3 18.5 3.6 219.4
25.3 Bank guarantees As at 31 December 2007, there were outstanding bank guarantees of Baht 5.9 million (2006: Baht 3.4 million) issued by a bank on behalf of the Company, and of Baht 8.4 million (2006: Baht 8.4 million) issued on behalf of a subsidiary. All were required in the normal course of business e.g. payment of utility expenses and space rental. 25.4 Contingent liabilities On 4 October 2005, Asian Hospital, Inc. (“AHI”) received a preliminary deficiency tax finding for the year ended 31 December 2002 from the Revenue Department of Philippines. AHI’s management strongly believes that the finding was made without grounds and vigorously challenged it. AHI has therefore not set aside allowance for the assessment in its accounts. 26. FINANCIAL INSTRUMENTS 26.1 Financial risk management The Company’s and subsidiaries’ financial instruments, as defined under Thai Accounting Standard No. 48 “Financial Instruments: Disclosure and Presentations”, principally comprise cash and cash equivalents, trade accounts receivable and payable, investments, short-term and long-term loans. The financial risks associated with these financial instruments and how they are managed is described as follows:
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Bumrungrad Hospital Public Company Limited
Credit risk The Company and subsidiaries are exposed to credit risk primarily with respect to trade accounts receivable, loans and other receivables. The Company and subsidiaries manage the risk by adopting appropriate credit control policies and procedures and therefore do not expect to incur material financial losses. In addition, the Company and subsidiaries have a large customer base. The maximum exposure to credit risk is limited to the carrying amounts of receivables, loans and other receivables as stated in the balance sheet. Interest rate risk The Company’s and its subsidiaries’ exposures to interest rate risk relate primarily to their cash at banks and long-term borrowings. However, since most of the Company’s and its subsidiaries’ financial assets and liabilities bear floating interest rates or fixed interest rates which are close to the current market rate, the interest rate risk is expected to be minimal. Significant financial assets and liabilities as at 31 December 2007 classified by type of interest rates are summarised in the table below, with those financial assets and liabilities that carry fixed interest rates further classified based on the maturity date, or the repricing date if this occurs before the maturity date.
Consolidated financial statements Fixed interest rates (Within 1 year)
Floating interest rate
Non- interest bearing
Total
(Million Baht) Financial assets Cash and cash equivalents Trade accounts receivable - net Amounts due from related parties Pledged fixed deposits at financial institutions Other long-term investments - net Financial liabilities Trade accounts payable Long-term loans
66
Interest rate (% p.a.)
260 - -
219 - -
71 597 7
550 597 7
0.13-3.25 - -
12 - 272
- - 219
- 2 677
12 2 1,168
2.25 - 3.50 -
- - -
- 1,772 1,772
622 - 622
622 1,772 2,394
- MLR - 1.25
Annual Report 2007
Separate financial statements Fixed interest rates (Within 1 year)
Floating interst rate
Non-interest bearing
Total
(Million Baht) Financial assets Cash and cash equivalents 260 Trade accounts receivable - net - Amounts due from related parties - Short-term loans and interest receivable - a related party - Pledged fixed deposits at financial institutions 4 Other long-term investments - net - 264 Financial liabilities Trade accounts payable - Short-term loans and interest payable-a related party - Long-term loans - -
Interest rate (% p.a.)
178 - -
71 594 7
509 594 7
0.13 - 3.25 - -
10
-
10
MLR
- - 188
- 2 674
4 2 1,126
2.25 - 3.00 -
- 1,212 650 1,862
620 - - 620
620 1,212 650 2,482
- MLR - 1.00 MLR - 1.25
Foreign currency risk The Company’s and its subsidiaries’ exposures to foreign currency risk arise mainly from purchase of medical accessory and medical equipment and payments for service fees that are denominated in foreign currencies. There was no balance of financial assets and liabilities denominated in foreign currencies as at 31 December 2007. 26.2 Fair values of financial instruments Since the majority of the Company’s and its subsidiaries’ financial instruments are short-term in nature and loans and borrowings bear floating interest rates, their fair value is not expected to be materially different from the amounts presented in the balance sheets. A fair value is the amount for which an asset can be exchanged or a liability settled between knowledgeable, willing parties in an arm’s length transaction. The fair value is determined by reference to the market price of the financial instrument or by using an appropriate valuation technique, depending on the nature of the instrument.
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27. SUBSEQUENT EVENTS 27.1 On 1 February 2008, the Company acquired 1,417,500 of the new ordinary shares issued by Bumrungrad International Limited (“BIL”) with a par value of Baht 100 each, at a price of Baht 100 per share for a total of Baht 142 million. The shares represent 31.5 percent of the new shares issued so the Company maintained its 31.5 percent shareholding in BIL. 27.2 On 12 February 2008, the Company and the subsidiary entered into “Third Amendment Dated 12 February 2008 to Baht 2,400,000,000 Facility Agreement Dated 12 September 2002 as amended and restated on 28 July 2004 and 25 May 2006” with the bank creditor to change the interest rate of long-term loan (Tranche D) of Baht 300 million credit facility from average MLR less 1.25% per annum to MMR per annum. 27.3 On 18 February 2008, the Company acquired land and BH Residence Tower from Bangkok Bank Plc. at a price of Baht 470 million, as approved on 22 January 2008 by Extraordinary Meeting No. 1/2008 of the Company’s shareholders, for use in the Company’s hospital operations. 27.4 On 18 February 2008, the Company has drawn down Baht 400 million from Tranche C of the long-term loan, from a local commercial bank to use in the purchase of the land and BH Residence Tower and mortgaged such land and building as collateral for the long-term loan, as discussed in Note 15 to the financial statements. 27.5 On 27 February 2008, a meeting of the Company’s Board of Directors passed a resolution to propose to the Annual General Meeting of shareholders to be held in March 2008 to adopt a resolution to pay a dividend of Baht 0.40 per share, or a total of Baht 292 million, to the shareholders in respect of the 2007 income. Such dividend will be paid and recorded after it is approved by the Annual General Meeting of the Company’s shareholders. 28. RECLASSIFICATION In addition to the change in accounting policy as mentioned in Note 4 to the financial statements, which affects the previously reported net income and shareholders’ equity, certain other amounts in the financial statements for the year ended 31 December 2006 have been reclassified to conform to the current year’s classification but with no effect to previously reported net income or shareholders’ equity other than from the change in accounting policy. 29. APPROVAL OF FINANCIAL STATEMENTS These financial statements were authorised for issue by the Company’s Board of Directors on 27 February 2008.
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Other Information
70
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71
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1. General Information 1.1 Company Information Name : Bumrungrad Hospital Public Company Limited (the Company) Type of Business : Private hospital Head Office Address : 33 Sukhumvit Soi 3 (Nana Nua) Sukhumvit Road Klong Toey Nua, Wattana, Bangkok 10110 Registration No. : Public Company Limited 173 Home page : http://www.bumrungrad.com E-mail address : ir@bumrungrad.com Telephone : 0 2667 1000 Fax : 0 2667 2525 Registered Capital : Baht 922,702,685 Divided into Ordinary shares of 920,853,235 shares, par value at Baht 1 per share Preferred shares of 1,849,450 shares, par value at Baht 1 per share Issued and Paid up Capital: Baht 730,052,222 Divided into Ordinary shares of 728,202,772 shares, par value at Baht 1 per share Preferred shares of 1,849,450 shares, par value at Baht 1 per share 1.2 Entities in which the Company has more than 10% shareholding Company Type of Business Issued and paid Shareholding up ordinary (%) shares Bumrungrad Medical Center Limited Property Lease 119,869,201 100.0% 33/3 Sukhumvit Soi 3 (Nana Nua) Sukhumvit Road, shares Klong Toey Nua, Wattana, Bangkok 10110 Phone 0 2667 1000, Fax 0 2667 2525 Vitallife Corporation Limited Wellness Center 315,000 100.0% 210 Sukhumvit Soi 1, Sukhumvit Road, shares Klong Toey Nua, Wattana, Bangkok 10110 Phone 0 2667 2340, Fax 0 2667 2341 Bumrungrad International Limited International 27,493,367 31.5% 33 Sukhumvit Soi 3 (Nana Nua) Sukhumvit Road, Investment shares Klong Toey Nua, Wattana, Bangkok 10110 Phone 0 2667 1000, Fax 0 2667 2525 CDE Trading Limited Dormant Company 100,000 30.0% 33/3 Sukhumvit Soi 3 (Nana Nua) Sukhumvit Road, shares Klong Toey Nua, Wattana, Bangkok 10110 Phone 0 2667 1000, Fax 0 2667 2525 Global Care Solutions S.A. Dormant Company 31,426 14.0% 9 Rue Schiller, L-2519 Luxembourg shares Phone 41 (76) 565 1533, Fax 41 (44) 496 6319 73
Bumrungrad Hospital Public Company Limited
1.3 Reference Persons 1. Auditor Ernst & Young Office Limited 33rd Floor, Lake Rajada Office Complex, 193/136-137 New Rajadapisek Road, Bangkok 10110 Phone 0 2264 0777, Fax 0 2264 0789-90 2. Legal Consultant Thai Consultant Limited 63 Soi 8 (Soi Preeda), Sukhumvit Road, Bangkok 10110 Phone 0 2255 2552, Fax 0 2653 1133 3. Share Registrar Thailand Securities Depository Co., Ltd. 62 The Stock Exchange of Thailand Building, 4th and 6th-7th Floor, Rachadapisek Road, Bangkok 10110 Phone 0 2229 2888, Fax 0 2359 1259 4. Convertible Bumrungrad Hospital Public Company Limited Bonds Registrar 33 Sukhumvit Soi 3 (Nana Nua), Sukhumvit Road, Klong Toey Nua, Wattana, Bangkok 10110 Phone 0 2667 2025, Fax 0 2667 2031 5. Bondholders Thai Military Bank Public Company Limited Representative 3000 Paholyothin Road, Jatujak, Bangkok 10900 Phone 0 2299 1111, 0 2617 9111, Fax 0 2299 1784 2. Financial Highlights 2.1 Financial Summary (Page 21) 2.2 Financial Ratios (Page 21) 3. Company Profile 3.1 Executive Summary Bumrungrad Hospital Public Company Limited (“the Company”) operates a private hospital business in Bangkok with a licensed capacity of 554 beds and 3,500 outpatients per day. The Company is one of the leading healthcare providers in Thailand and in the Southeast Asian region, providing complete healthcare services for both outpatients and inpatients. The Company has always emphasized the importance of quality healthcare and experienced physicians and staff. The Company is the first hospital in Asia to receive the US standard accreditation from the Joint Commission for International Accreditation (JCIA). The Company is expanding and upgrading its flagship Bangkok facilities over the next four to six years to accommodate the increasing demand for private healthcare. The expansion will ultimately increase the Company’s ability to service patients to 650 beds and 6,000 outpatients per day, almost doubling its current earning capacity. In addition, the Company is looking to expand its operations overseas through its 31.5% associated company, Bumrungrad International Limited. Bumrungrad International Limited is aggressively looking for additional healthcare opportunities in the region. 74
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The Company has two 100%-owned subsidiaries, including Bumrungrad Medical Center Limited and Vitallife Corporation Limited, two associated companies, including a 31.5% stake in Bumrungrad International Limited and a 30% stake in CDE Trading Company Limited (previously named Global Care Solutions (Thailand) Company Limited), and one related company, which is a 14% investment in Global Care Solutions S.A. in Luxemburg. The corporate structure of the Company is as follows: Bumrungrad Hospital Public Company Limited 100.0% 31.5%* 100.0% 14.0% Bumrungrad Vitallife Corporation Ltd. Global Care Solutions Bumrungrad Medical Center Ltd. (“BMC”) International Ltd. (“Vitallife”) S.A. (“GCS Luxemburg”) Owns main hospital building International Business Comprehensive wellness center 100.0% specializing in preventive care Global Care Solutions Pte.(“GCS Singapore”) 100.0% 45.5% 49.0% Asian Hospital Inc. Bumrungrad Asia Renal Care Ltd. (“AHI”) Hospital Dubai (“ARC”) CDE Trading Co., Ltd** (“CDE”) 30.0% Dormant * BH’s strategic partners in Bumrungrad International Limited are: - Istithmar 19.5% ** Name change from Global Care Solutions (Thailand) Note: As of Dec 2007 - Temasek 19.5% Co., Ltd. in December 2007 after completion of the sale of its core assets, H2000 software to Microsoft - Asia Financial Holding 19.5% - Bangkok Bank 10.0% Details of subsidiaries, affiliated companies and related companies are as follows: 1. Bumrungrad Medical Center Limited (“BMC”) is the owner of the existing hospital building, which is leased to the Company. 2. Vitallife Corporation Limited (“Vitallife”) is a pioneer in wellness and anti-aging which provides preventive care services targeted at health-conscious individuals. The Vitallife program brings together experienced medical professionals and world-class technologies to provide customers with customized exercise programs, nutrition plans, and food and vitamin supplements for healthy living. 3. Bumrungrad International Limited is the Company’s international investment arm. Bumrungrad International Limited’s strategy is to own and manage hospitals and healthcare service providers outside Thailand. Bumrungrad International Limited currently has 80 hospital and clinic locations in 7 countries outside Thailand. Bumrungrad International Limited’s strategic partners are Istithmar, an investment arm of the United Arab Emirates government, Temasek of Singapore, Asia Financial Holdings in Hong Kong and Bangkok Bank Public Company Limited. These strategic partners are internationally well known with strong presence in their respective regions, thereby providing important sources of new investment opportunities and referral networks especially in the Middle East, Southeast Asia, China and North Asia. 75
Bumrungrad Hospital Public Company Limited
4. 5.
CDE Trading Company Limited (previously named Global Care Solutions (Thailand) Company Limited) was a software development company for healthcare business. In December 2007, Global Care Solutions (Thailand) Company Limited completed the sale of its core assets, which was the hospital software, and other assets to Microsoft Corporation and Microsoft (Thailand) Co., Ltd. It also changed its name from Global Care Solutions (Thailand) Company Limited to CDE Trading Company Limited and is in the process of studying new investment opportunities. Global Care Solutions S.A. (“GCS Luxemburg”) is currently a dormant company.
3.2 Revenue Structure (Unit: Million Baht) Product line / 2007 2006 2005 Operated by % Shareholding Business Group by Company Revenue % Revenue % Revenue % Healthcare Bumrungrad Hospital Pcl. 8,227 87.4 7,572 95.9 6,586 96.8 Vitallife Corporation Ltd. 100.00 97 1.0 78 1.0 61 0.8 Healthcare Total Healthcare 8,324 88.4 7,650 96.9 6,647 97.6 Hospital Management Bumrungrad International Ltd. 31.50* 17 0.2 57 0.7 7 0.1 Total Hospital Management 17 0.2 57 0.7 7 0.1 Rental Bumrungrad Hospital Pcl. 132 1.4 118 1.5 89 1.3 Total Rental 132 1.4 118 1.5 89 1.3 Others Bumrungrad Hospital Pcl.** 925 9.9 57 0.7 58 0.9 Bumrungrad Medical Center Ltd. 100.00 2 - 1 - - - Others Others Bumrungrad International Ltd. 100.00 13 0.1 12 0.2 6 0.1 Total Others 940 10.0 70 0.9 64 1.0 9,413 100.0 7,895 100.0 6,807 100.0 Total * Bumrungrad International Limited changed its status from a subsidiary to an associated company in April 2007. Therefore, the revenue from hospital management of Baht 17 million in 2007 was only the 1Q07 revenue as Bumrungrad International Limited’s accounts were no longer consolidated into the Company’s in 2Q07, 3Q07 and 4Q07.
** In 2007, Bumrungrad Hospital Pcl. reported other revenues of Baht 925 million, of which Baht 829 million was the share of profit from investments in GCS Thailand, a one-time non-operating gain from the sale of assets in GCS Thailand, netted off with GCS Thailand’s operations. 3.3 Business Characteristics and Competition Bumrungrad Hospital Public Company Limited (“the Company”) The Company is the operator of Bumrungrad Hospital in Bangkok, which is the main revenue contributor. The Company’s revenue from hospital operations is 87.4% of total revenues. The Hospital’s Services: The hospital, which is supported by the advanced Hospital 2000 Medical Information System, provides services which can be detailed as follows: 1. Outpatient service has 34 outpatient clinics with 150 examination rooms, and capacity to service 3,500 patients per day. 2. Inpatient service has 554 beds. As at 31 December 2007, the hospital had 458 beds in operation. 3. Emergency care and special facilities: The Company has 24-hour emergency care including emergency cardiac catheterization. In addition, the Company has 19 operating theaters fully equipped with modern medical equipment, 2 cardiac catheterization laboratories and 2 cardiac operating theaters. 76
Annual Report 2007
In 2007, the Company treated a total of over one million patients. The revenue contribution by inpatient and outpatient in 2007 is as follows: Inpatient vs. Outpatient (% of total revenue) Inpatient 51%
Outpatient 49%
Data as at 31 December 2007
International Services: The Company has a strong and successful track record in increasing its presence in the international market. It has an International Patient Services Center to facilitate and accommodate international patients. The services offered include interpreters, international insurance coordination and international medical coordinators, referral center, email correspondence, visa extension counter, embassy assistance, airport reception and travel assistance. In addition, the Company operates two serviced apartments: Bumrungrad Hospital Residence (BH Tower) with 74 fully serviced apartments connected to the hospital, and Bumrungrad Hospitality Suites with 51 fully serviced apartments for patients and families. The Company also has 17 overseas representative offices in 15 countries. In 2007, Bumrungrad Hospital in Bangkok treated approximately 430,000 international patients from over 190 countries. The three highest revenue contributors by country continue to be United Arab Emirates, the United States and Oman. The following graph shows the historical revenue contribution of international patients over the past five years. Thais vs. International Patients (% of total revenues) 100% 80% 59%
51%
47%
46%
45%
49%
53%
54%
55%
2004
2005
2006
2007
60% 40% 20%
41%
0% 2003
International
Thais
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Bumrungrad Hospital Public Company Limited
78
The Bangkok Facility: At present, the majority of the outpatient services and all of inpatient services are located in the 12 - storey main hospital building. To accommodate the continuous patient volume growth, the Company has a master plan to expand and upgrade its Bangkok facility over the next four to six years. The plan includes the expansion of outpatient services into the new Bumrungrad International Clinic building, expansion of its inpatient capacity to the BH Tower building and renovation and upgrade of the existing hospital building as it has reached its tenth year of operation. The new Bumrungrad International Clinic is a 22 - storey outpatient facility, with the first 10 floors being used as parking spaces and the top 12 floors as outpatient clinics. The parking facility and health screening center on 11th floor are now open and operational. In addition, the Company plans to open seven additional floors for services in mid-2008. BH Tower Building, which is currently used as serviced apartments, will be converted into inpatient beds in the next 2 - 3 years. The Company plans to gradually occupy both the remaining floors of Bumrungrad International Clinic and BH Tower Building floor by floor as the additional space is needed. It is expected to take four to six years before the buildings are fully occupied, which will ultimately increase the capacity to 650 beds and 6,000 outpatients per day, almost doubling its current capacity, and making Bumrungrad Hospital one of the largest outpatient clinics in the world. Bumrungrad International Limited Bumrungrad International Limited, the Company’s 31.5% associated company, makes investments in overseas healthcare related businesses through joint ventures with local partners and provides consulting and management services for those businesses. Currently, Bumrungrad International Limited has investments in two hospitals and one network of dialysis clinics. Bumrungrad International Limited has a 45.5% effective investment in Asian Hospital Inc. (“AHI”) in the Philippines as at 31 December 2007. AHI commenced its operations on 15 March 2002 as the first major private hospital with tertiary care facilities in the southern Luzon corridor of metropolitan Manila. It is a 253-bed hospital, well known for its modern medical equipment and experienced physicians, particularly in cardiology. Similar to the Bangkok facility, AHI also targets the middle class population. Bumrungrad International Limited has a 49% joint venture with Istithmar PJSC, an investment arm of the United Arab Emirates government, to operate a 250-bed private hospital under the name Bumrungrad Hospital Dubai. Currently, the hospital is under construction and is expected to be operational in 2009. Bumrungrad International Limited has a 100% investment in Asia Renal Care Limited (“ARC”), the leading private provider of dialysis and related services in Asia for patients suffering from chronic kidney failure. ARC was founded in 1997 and is headquartered in Singapore. ARC currently operates 77 clinics (as of 31 December 2007) and treats over 4,400 patients in six countries, including Taiwan, Korea, Singapore, Malaysia, the Philippines and Japan.
Annual Report 2007
In addition, Bumrungrad International Limited has a four-year management agreement with the Health Authority of Abu Dhabi to operate Bumrungrad Al Mafraq Hospital in Abu Dhabi, United Arab Emirates. Bumrungrad International Limited is among the three hospitals including Johns Hopkins and the Cleveland Clinic of the United States to have been awarded such management contract. Bumrungrad Al Mafraq Hospital is a public hospital with 460 acute care beds, 14 intensive care and 14 special care baby unit beds. It treats 310,000 patients, including more than 25,000 inpatients, annually. In addition to the three existing investments, Bumrungrad International Limited is aggressively pursuing other investment opportunities in the region. Its strategic partners, including Istithmar, Temasek, Asia Financial Holdings and Bangkok Bank Public Company Limited are sources of new investment opportunities and networks in their respective regions, which are the Middle East, Southeast Asia, China and North Asia. Industry and Competition As at 2006, there were 344 private hospitals in Thailand, of which 102 are in Bangkok. The demand for healthcare continues to grow with the growth of GDP, the increasing trend of aging population, and the rise of life expectancy. Moreover, with the introduction of the Baht 30 Scheme in 2001, where patients pay Baht 30 per hospital visit or admission at public and participating private hospitals, most Thais now have access to healthcare. However, due to the low reimbursement rate and sudden influx of patients, many public and participating private hospitals have accumulated a large amount of debt and their staff are overworked. This problem results in two trends: 1) Many clinical staff are moving towards the private sector; and 2) Patients who find the wait unbearable are going to private hospitals. However, since the political instability began in September 2006, the domestic economy has seen a slowdown, resulting in slower growth in consumption of private healthcare. Supply of private healthcare facilities in Thailand remains in excess of domestic demand and as a result, competition for Thai patients remains intense. Many private hospitals have undergone upgrades both in terms of quality of service and building renovations and expansion in order to remain competitive. In any case, the private healthcare industry in Thailand is a fragmented market and only a few hospitals are operating close to their full capacity. The bigger market that is growing faster than domestic demand is medical tourism. The global medical tourism industry is expected to see continued strong growth as more and more people are traveling abroad for healthcare services. In Thailand alone, the number of foreign patients treated in private hospitals has increased from 630,000 in 2002 to 1.4 million in 2006. Thailand’s regional competitors are hospitals in countries such as Singapore, Malaysia and India. Private hospitals in Thailand have a competitive advantage compared to many of these countries, as Thailand has a unique combination of high quality healthcare, accessibility and affordability, coupled with Thailand being a popular tourist destination with a good supporting infrastructure. Within Thailand itself, there are only a few private hospitals that have the technology and sophistication to address the needs of international patients. The Company’s strategy is to maintain quality superiority through a differentiated product that includes Bumrungrad International, Bangkok as Asia’s first internationally accredited hospital. Also, pricing is targeted within the top tier of Thai hospitals while remaining price competitive in the region.
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For regional competition, in addition to maintaining the quality and the pricing strategy, the Company also seeks to continue as the dominant player by operating hospitals and healthcare facilities in key markets through investments abroad, which at present includes the Philippines, Singapore, Malaysia, Taiwan, Korea, Japan and the Middle East. In addition, the Company operates 17 overseas representative offices in its major markets and has the International Patient Center to accommodate the needs of international patients. The Company is also a tertiary referral center for both domestic and international hospitals. 4. Risk Factors 1. Slowdown of the tourism industry In the past, Thailand’s tourism industry has been affected by many issues, including public health epidemics, international terrorism, the unrest in southern Thailand, the Thai political situation and the slowdown of the global economy. Although medical tourism is not as easily affected as the typical tourism industry as there is an established relationship between patients and the hospital and physicians, these events could cause a postponement or a reduction in the number of patients traveling to Thailand and could in turn affect revenues from international patients. In order to minimize the possible risk, the Company maintains a balanced portfolio of international and Thai patients so that the Company does not rely excessively on revenue from international patients. 2. Intensified competition in the premium healthcare sector With the current environment where purchasing power has been slowing down because of the earlier situation of political and economic uncertainties, while the supply of private hospitals remains high, competition in the private healthcare sector continues to intensify. The risk of the Company losing its clients to other competitors therefore increases. In order to maintain its leading position in Thailand and Asia and to mitigate the risk, the Company has invested in up-to-date technology and has continuously improved its quality of care. The Company was the first hospital in Asia to receive US standard accreditation from Joint Commission International Accreditation (JCIA), and was the first private hospital in Thailand to receive Thai Hospital Accreditation (HA). In addition, the Company has a strong client base of referral patients both from within Thailand and internationally. This signifies the reputation of the Company as the leader both within Thailand and in the region. 3. Shortage of professional staff The hospital business requires personnel with specific technical expertise and knowledge, including nurses, pharmacists and various technicians. A shortage of these professionals is possible due to the increasing demand. In addition, because the Company sees the importance of its international client base, multi-lingual professionals are also required. In order to minimize the risk, the Company offers competitive compensation and benefits for its staff. The Company also provides education and training, recreation and staff welfare activities to all staff members, on par with other competitors. Through a decentralized management structure, the Company also offers excellent career paths to various categories of staff members. 80
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4. International investments Bumrungrad International Limited has investments in seven countries in Asia and the Middle East. Such investments carry the inherent risk of investment and expose the Company to country and currency risk outside Thailand. To mitigate this risk, Bumrungrad International Limited’s experienced international management team conducts extensive feasibility studies and carries out detailed due diligence using firms with local knowledge before recommending the Company’s investment. Risk is also reduced by engaging local equity partners in most overseas investments. In addition, credit risk is reduced by only leveraging in subject countries without corporate guarantees by Bumrungrad International Limited or the Company. 5. Legal disputes Hospital business is subject to litigation risk attended to the provision of healthcare services by hospital staff and physicians. Therefore, in order to minimize the risk, the Company has implemented a healthcare risk management system to ensure that the risk of mistakes by the Company’s personnel is minimized and corrected. In addition, the Company has various insurance policies in place against possible legal lawsuits. 5. Shareholding Structure and Management 5.1 Major Shareholders List of the Company’s 10 major shareholders as at 2 January 2008 is as follows: Shareholder Number of shares* Shareholding** (%)
1. Bangkok Insurance Pcl. 2. Sinsuptawee Asset Management Co., Ltd. 3. HSBC (Singapore) Nominees Pte Ltd 4. Istithmar PJSC 5. Littledown Nominees Limited 9 6. UOB Kay Hian Private Limited 7. Thai NVDR Co., Ltd. 8. Wattanasophonpanich Co., Ltd. 9. Citibank Nominees Singapore Pte Ltd - Aranda Investments Pte Ltd 10. TLS Alpha Pte Ltd
Total
95,816,502 13.12 63,258,514 8.66 58,833,800 8.06 43,370,743 5.94 34,760,100 4.76 30,920,390 4.24 30,744,850 4.21 25,121,875 3.44 21,685,372 2.97 21,685,371 2.97
426,197,517
* Number of shares includes both preferred shares and common shares ** The calculation of holding percentage includes both preferred shares and ordinary shares
58.38
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Bumrungrad Hospital Public Company Limited
The Company has shareholders in the top ten major shareholders list who are foreign financial institutions or custodians acting as trust companies or nominee accounts. The Company has no knowledge of the ultimate shareholders of these companies as these shareholders have never nominated their representatives to serve on the Board of Directors or take part in the management of the Company. The shareholders with significant influence on the policies or management of the Company are: Bangkok Bank Public Company Limited, the major shareholder of the Company with 9.75%* shareholding, has two representatives on the Board of Directors, which are Mr. Chatri Sophonpanich and Mrs. Kulathida Sivayathorn. The other group of major shareholders, Istithmar and Temasek, with a total shareholding of 11.88%**, has one rotating board seat between the two. Currently, Dr. Jennifer Lee, MD from Temasek is the representative on the Company’s Board of Directors. * The data as at 2 January 2008; the shareholding includes that of Sinsuptawee Asset Management Co., Ltd. and Bangkok Bank Pcl. ** The data as at 2 January 2008; the shareholding includes that of Istithmar PJSC, Aranda Investments Pte Ltd and TLS Alpha Pte Ltd.
5.2 Management (1) Management The Company has five sets of committees, which are the Company’s Board of Directors, the Audit Committee, the Nomination and Remuneration Committee (approved by the Board of Directors at the meeting no. 1/2008 held on 27 February 2008), the Governing Board of Bumrungrad International Hospital, Bangkok, and the Investment Committee. Details of each committee are as follows: Board of Directors The Company’s Board of Directors as at 31 December 2007 consists of the following: 1. Mr. Chai Sophonpanich Chairperson 2. Dr. Chanvit Tanphiphat, MD Vice Chairperson 3. Mrs. Linda Lisahapanya Director, Managing Director 4. Mr. Curtis John Schroeder Director, Group Chief Executive Officer 5. Dr. Dhanit Dheandhanoo, MD Director, Chairperson of the Medical Director 6. Mr. Chatri Sophonpanich Director 7. Dr. Anant Tejavej, MD Director 8. Dr. John Yangpichitt, MD Director 9. Dr. Khun Swanya Dej-Udom, MD Director 10. Mrs. Kulathida Sivayathorn Director 11. Mr. Chong Toh Director 12. Dr. Jennifer Lee, MD Director 13. Dr. Sinn Anuras, MD Director, Group Medical Director 14. Ms. Sophavadee Uttamobol Director, Chairperson of the Audit Committee 15. Mr. Soradis Vinyaratn Director, Member of the Audit Committee 16. Mr. Boonpakorn Chokwathana Director, Member of the Audit Committe Mrs. Jutatip Adulbhan, Company Secretary, is the secretary of the Board of Directors. Legal Binding of the Company Any two authorized directors, except Mr. Chatri Sophonpanich, Mrs. Kulathida Sivayathorn and Mr. Chong Toh, sign and affix the Company’s seal. 82
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Duties and Responsibilities of the Board of Directors The duties and responsibilities of the Board of Directors, which are described in the Board of Directors’ Charter, approved by the Board of Directors’ meeting no. 1/2008 held on 27 February 2008, are as follows: 1. To perform duties in accordance with the laws, the Company’s objectives and regulations, and resolutions of the Shareholders’ meeting, in good faith and with care for the best interest of the Company. 2. To establish the Company’s vision, directions and strategies, with the aim to maximize long-term shareholders’ value. 3. To endorse major strategies and policies, including objectives, business plans, financial targets, operating plans and capital expenditure budgets, as proposed by management; and to monitor and ensure the implementation and follow up on the outcome. 4. To establish the Corporate Governance Manual and the Company’s Code of Ethics and to monitor and ensure the communication and implementation of such policies and guidelines, to approve amendments as appropriate and to report in the annual report. 5. To ensure proper systems for corporate accounting, financial reporting and financial auditing; to ensure that the Company has an effective internal control, internal audit and risk management system, which should be reviewed annually, and to assign the internal audit department to independently audit and report on the system. 6. To approve quarterly and annual financial reports; to ensure that they are correct, accurate, credible, in compliance with Generally Accepted Accounting Standards, and presented in a high quality annual report to the shareholders. 7. To monitor, supervise and approve, as the case may be, and to ensure transparency in the transactions which are connected transactions and may cause conflict of interest, and to set clear guidelines on the approval and disclosure process of transactions with conflict of interest. 8. To set and appoint committees as appropriate to help pursue, study in detail, monitor and oversee matters of importance as assigned, and to approve their charters which include their duties and responsibilities and determine their remuneration. Audit Committee The Company’s Audit Committee as at 31 December 2007 comprises the following: 1. Ms. Sophavadee Uttamobol Chairperson of the Audit Committee 2. Mr. Soradis Vinyaratn Member of the Audit Committee 3. Mr. Boonpakorn Chokwathana Member of the Audit Committee Mrs. Tawichar Tansathit is the secretary of the Audit Committee. Duties and Responsibilities of the Audit Committee The duties and responsibilities of the Company’s Audit Committee, as described in the Audit Committee’s Charter, which was approved by the Board of Directors’ meeting no. 1/2008 held on 27 February 2008, are as follows: 1. To review the adequacy, reliability and integrity of financial reports before proposing to the Board of Directors. The Audit Committee may set a meeting with the external auditor without the presence of management, to request opinions and suggestions as necessary.
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2. To select and propose the appointment of the Company’s external auditor and audit fee. 3. To ensure that the Company has appropriate and effective internal control and ensure that the Company has an assessment process for the adequacy of internal control, internal auditing, and risk management which are effective, efficient, and reviewed every year. 4. To review the compliance with rules and regulations. 5. To ensure that there is no conflict of interest between related persons. 6. To prepare the Audit Committee report to be disclosed in the Company’s annual report, which must at least contain the Audit Committee’s opinion on the accuracy and credibility of the financial reports and sufficiency of the internal audit system. The report must be signed by the Chairperson of the Audit Committee. 7. To disclose immediately to the Stock Exchange of Thailand the termination of an Audit Committee member before the expiration of the term, together with reasons. 8. To perform other duties as may be assigned by the Board of Directors. 9. To consider the budget and manpower of the Internal Audit function. 10. To coordinate with the Internal Audit function regarding the audit year plan, internal control system, and audit program and evaluate the result of auditing to endure accordance with generally accepted processes and standards. 11. To appoint, dismiss, transfer or terminate the Chief of Internal Audit. Nomination and Remuneration Committee The Board of Directors has approved an appointment of the Nomination and Remuneration Committee at the Board of Directors’ meeting no. 1/2008 held on 27 February 2008. The Board of Directors resolved to appoint members of the Nomination and Remuneration Committee later. Duties and Responsibilities of the Nomination and Remuneration Committee The duties and responsibilities of the Company’s Nomination and Remuneration Committee, in accordance with the Nomination and Remuneration Committee’s Charter, as approved by the Board of Directors’ meeting no. 1/2008 on 27 February 2008, are as follows: a) Nomination 1. To consider the appropriate size, composition and term of the Board. 2. To recommend to the Board the retirement age of a director. 3. To formulate and review qualifications of Directors and members of the Committees. 4. To propose candidates for the Director position to the Board in case of vacancies or for any other reason, including collecting a list of candidates nominated by shareholders, to be approved by the Board of Directors and/or Shareholders’ Meeting as the case may be. 5. To consider and propose qualified Directors to be a member of a Committee when there is a vacancy. b) Remuneration 1. To determine the procedures and criteria for fair and reasonable compensation for Directors and Committees members.
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2. To recommend remuneration for Directors and Committee members, including remuneration for Nomination and Remuneration Committee members, to the Board of Directors and/or Shareholders’ Meeting, as the case may be. 3. To implement a process for assessing the performance of the Board and Committees, including proposing their Performance Evaluation Form. c) To perform other duties relevant to the Nomination and Remuneration Committee as may be assigned by the Board. Governing Board of Bumrungrad International Hospital, Bangkok The Company’s Governing Board of Bumrungrad International Hospital, Bangkok as at 31 December 2007 comprises the following: 1. Dr. Chanvit Tanphiphat, MD Chairman 2. Mr. James Matthew Banner Secretary 3. Mr. Chong Toh Member 4. Dr. Karoon Mekanontchai, MD Member 5. Dr. Oradee Chandavasu, MD Member 6. Dr. Rujapong Sukhabote, MD Member 7. Dr. Sira Sooparb, MD Member 8. Ms. Sophavadee Uttamobol Member 9. Dr. Vatana Supromajakr, MD Member 10. Dr. Visuit Vivekaphirat, MD Member 11. Dr. Watcharaphong Saechere, MD Member 12. Ms. Arunee Kettratad Member 13. Dr. Apichati Sivayathorn, MD Ex officio 14. Ms. Janice Chan Mun Yee Ex officio 15. Mrs. Khor Lee Chan Ex officio 16. Dr. Sinn Anuras, MD Ex officio Duties and Responsibilities of the Governing Board The Governing Board has the objective to recommend and implement the Hospital Policy, promote patient safety and performance improvement, provide quality patient care and provide for organizational management and planning of the hospital. The Governing Board has the scope of duties and responsibilities in accordance with Governing Board Bylaws, Rules and Regulations of Bumrungrad International Hospital, Bangkok as follows: 1. To organize physicians and other practitioners granted clinical privileges at the Hospital into a medical staff under Professional Staff Bylaws, Rules and Regulations approved by the Governing Board. 2. To appoint and reappoint Medical Staff members and assign clinical privileges in accordance with Professional Staff Bylaws, Rules and Regulations. 3. To establish and amend, together with the Medical Staff, and approve Professional Staff Bylaws, Rules and Regulations which set forth its organization and governance. 4. To assign to the Medical Staff reasonable authority to ensure appropriate professional care to Hospital patients, including to direct that all reasonable and necessary steps be taken by the Medical Staff and Hospital administration for meeting JCIA and HA accreditation standards and complying with applicable laws and regulations.
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Bumrungrad Hospital Public Company Limited
Investment Committee The Company’s Investment Committee as at 31 December 2007 comprises the following: 1. Mr. Chai Sophonpanich Chairperson 2. Mrs. Linda Lisahapanya Member 3. Mr. Chong Toh Member 4. Ms. Sophavadee Uttamobol Member 5. Mr. Curtis John Schroeder Member 6. Mr. Dennis Brown Observer Duties and Responsibilities of the Investment Committee To consider investment opportunities, appropriateness and feasibility studies, including the structure of the Company’s investment projects both within the country and in the region. Management The Company’s Management as at 31 December 2007 consists of the following: 1. Mrs. Linda Lisahapanya Managing Director 2. Dr. Dhanit Dheandhanoo, MD Chairperson of the Medical Director 3. Mr. Curtis John Schroeder Group Chief Executive Officer 4. Dr. Sinn Anuras, MD Group Medical Director 5. Dr. Karoon Mekanontchai, MD Medical Director 6. Dr. Chamaree Chuapetcharasopon, MD Senior Associate Medical Director 7. Mr. James Matthew Banner Chief Executive Officer 8. Mrs. Khor Lee Chan Chief Financial Officer 9. Ms. Janice Chan Mun Yee Chief Operating Officer
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Details of Management and Controlling Parties Directors Mr. Chai Sophonpanich Age: 64 years Position in the Company: Chairperson Education: - Bachelor of Science, University of Colorado, USA - Advanced Management Program, The Wharton School, University of Pennsylvania, USA - The Joint State - Private Sectors Course, Class 6, The National Defense College of Thailand - Director Certification Program Class 16/2002, Thai Institute of Directors - Chairman 2000 Class 10/2004, Thai Institute of Directors Shareholding*: 1.09% Family Relationship between Management: - Husband of Mrs. Linda Lisahapanya’s sister - Brother of Mr. Chatri Sophonpanich Work Experience: President and Managing Director, - 1976 - Present Bangkok Insurance Pcl. - 1978 - Present Chairman, Bangkok Insurance Pcl. - 1986 - Present Chairman, Charoong Thai Wire & Cable Pcl. - 1988 - Present Chairman, Furukawa Metal (Thailand) Pcl. - 1978 - Present Vice Chairman, Thai Reinsurance Pcl. - 1968 - Present Director, Bangkok Life Insurance Pcl. - 1972 - Present Director, The General Insurance Association - 2005 - 2006, 1997-2000, 1990, 1985, 1984 President, The General Insurance Association - 2006 - Present Chairman, Federation of Thai Insurance Organization - 2005 - 2006, 1986, 1985 President, The East Asian Insurance Congress - 1978 - 1988 Chairman, ASEAN Insurance Council, Jakarta - 1988 - 1992 Chairman, ASEAN Insurance Corp., Ltd., Singapore
Dr. Chanvit Tanphiphat, MD Age: 64 years Position in the Company: Vice Chairperson Education: - MB ChB (Bachelor of Medicine and Bachelor of Surgery), Leeds University, United Kingdom - FRCS (Fellowship of the Royal College of Surgeons), United Kingdom Shareholding*: 0.07% Family Relationship between Management: - None Work Experience: - Professor Emeritus, Surgery Department, Faculty of Medical Science, Chulalongkorn University
Mrs. Linda Lisahapanya Age: 56 years Position in the Company: Director Managing Director Education: - Master of Finance, University of Illinois, USA - Director Certification Program Class 78/2006, Thai Institute of Directors Shareholding*: 0.01% Family Relationship between Management: - Sister of Mr. Chai Sophonpanich’s wife Work Experience: Managing Director, Bumrungrad Hospital Pcl.
Mr. Curtis John Schroeder Age: 52 years Position in the Company: Director Group Chief Executive Officer Education: - Master’s Degree in Health Services Administration, University of Southern California, USA - Director Certification Program Class 78/2006, Thai Institute of Directors Shareholding*: 0.01%
*Shareholding as at 2 January 2008, including spouse and minors 87
Bumrungrad Hospital Public Company Limited
Family Relationship between Management: - None Work Experience: - 1993 - Present Group Chief Executive Officer, Bumrungrad Hospital Pcl. - 1987 - 1993 Director, USC University Hospital, Los Angeles, California, USA
Dr. Dhanit Dheandhanoo, MD Age: 72 years Position in the Company: Director Chairperson of the Medical Director Education: - Doctor of Medicine, Mahidol University - Board Certification: Neurosurgery, United Kingdom Shareholding*: 0.02% Family Relationship between Management: - None Work Experience: Clinical Professor Emeritus, Director, Neurology Surgery Department, Ramathibodi Hospital, Mahidol University
Mr. Chatri Sophonpanich Age: 74 years Position in the Company: Director Education: - Honorary Doctorate in Business Administration, Thammasart University - Honorary Degree (Honoris Causa) of Doctor of Law, Pepperdine University, Malibu, California, USA - Honorary Degree (Honoris Causa) of Doctor of Business Management, De La Salle University, Manila, Philippines - Certificate of Banking from Institute of Bankers, London, United Kingdom Shareholding*: 0.50% Family Relationship between Management: - Brother of Mr. Chai Sophonpanich Work Experience: - 1999 - present Chairman, Bangkok Bank Pcl. - 1999 - present Chairman, Bangkok Entertainment Co., Ltd. - Present Chairman, Dusit Thani Pcl. - 1963 - Present Director, Bangkok Bank Pcl. *Shareholding as at 2 January 2008, including spouse and minors
88
Dr. Anant Tejavej, MD Age: 74 years Position in the Company: Director Education: - MB ChB (Bachelor of Medicine and Bachelor of Surgery), Edinburgh University, Scotland, United Kingdom - DCH, England - FRCP (Fellow of the Royal College of Physicians), Edinburgh, Scotland, United Kingdom - Director Accreditation Program Class 47/2005, Thai Institute of Directors Shareholding*: 0.11% Family Relationship between Management: - None Work Experience: Emeritus Professor, Department of Pediatrics, Faculty of Medicine, Ramathibodi Hospital, Mahidol University
Dr. John Yangpichitt, MD Age: 72 years Position in the Company: Director Education: - MRCOG (Member of Royal College of Obstetricians and Gynecologists), Queens University, United Kingdom - FRCOG (Fellow of Royal College of Obstetricians and Gynecologists), Queens University, United Kingdom Shareholding*: - Family Relationship between Management: - None Work Experience: Independent physician, Ruamrudee Clinic
Dr. Khun Swanya Dej-Udom, MD Age: 62 years Position in the Company: Director Education: - Doctor of Medicine, Mahidol University - Board Certification: - Internal Medicine - Cardiology
Annual Report 2007
- Director Accreditation Program Class 47/2005, Thai Institute of Directors Shareholding*: 0.04% Family Relationship between Management: - None Work Experience: - 1980 - Present Cardiologist, Bumrungrad Hospital Pcl. - 1992 - Present Cardiologist, Paat Pattana Medical Center - Present Scientific Director, The Heart Foundation of Thailand Under Royal Patronage - Present Secretariat, The Health Promotion Foundation
- Director Accreditation Program Class 54/2006, Thai Institute of Directors Shareholding*: - Family Relationship between Management: - None Work Experience: - 2005 - Present Executive Vice President, International Banking Group, Bangkok Bank Plc. - 2005 - Present Executive Chairman, Bualuang Securities Plc. - 2001 - Present Director, Bualuang Securities Plc. - 2000 - Present Director, Asia Cement Plc. - 2001 - 2005 President, Bualuang Securities Plc. - 2001 - 2005 Executive Chairman, Bualuang Finance Co., Ltd. - 2000 - 2001 President, Bualuang Finance Co., Ltd.
Mrs. Kulathida Sivayathorn
Dr. Jennifer Lee, MD
Age: 55 years Position in the Company: Director Education: - Bachelor of Science in Chemistry, Stetson University, USA - Chief Financial Officer Certification Program, Federation of Accounting Professions, Class 6/2006 - Advanced Management Program, Harvard Business School, 1997 - Director Certification Program Class 3/2000, Thai Institute of Directors Shareholding*: - Family Relationship between Management: - None Work Experience: 1976 - Present Current Position: Executive Vice President, Bangkok Bank Pcl.
Mr. Chong Toh Age: 40 years Position in the Company: Director Education: - Master of Science in Management, Massachusetts Institute of Technology, USA - Bachelor of Arts in Philosophy, Politics and Economics, Oxford University, United Kingdom
Age: 56 years Position in the Company: Director Education: - Doctor of Medicine, University of Singapore Shareholding*: - Family Relationship between Management: - None Work Experience: - 2007 - present Chairperson, Eu Yan Sang International Ltd., Singapore - 2006 - present Director, Health Sciences Authority, Singapore - 2004 - present Corporate Advisor, Temasek Holdings (Pte.) Ltd., Singapore - 1991 - 2004 Chief Operating Officer, KK Women’s & Children’s Hospital, Singapore - 1988 - 1991 Chief Operating Officer, Singapore General Hospital
*Shareholding as at 2 January 2008, including spouse and minors 89
Bumrungrad Hospital Public Company Limited
Dr. Sinn Anuras, MD
Mr. Soradis Vinyaratn
Age: 67 years Position in the Company: Director Group Medical Director Education: - Doctor of Medicine, Chulalongkorn University - Board Certifications - American Board of Internal Medicine - American Board of Gastroenterology Shareholding*: - Family Relationship between Management: - None Work Experience: - 1987-1994 Professor, Vice Chairperson for Medical Affairs, University Medical Center, Lubbock, Texas, USA
Age: 68 years Position in the Company: Director Member of Audit Committee Education: - Bank Management, City of London College of Banking, London, United Kingdom - Director Accreditation Program Class CP on 5 May 2005, Thai Institute of Directors Shareholding*: 0.03% Family Relationship between Management: - None Work Experience: - 1982 - present Vice Chairperson, Landmark Hotel Group - 1957 - 1990 Executive Vice President, Bangkok Bank Pcl.
Ms. Sophavadee Uttamobol Age: 48 years Position in the Company: Director Chairperson of Audit Committee Education: - Master of Business Administration, Chulalongkorn University - Director Accreditation Program Class 5/2003, Thai Institute of Directors - Audit Committee Program Class 2/2004, Thai Institute of Directors - The Role of Chairman Program Class 14/2006, Thai Institute of Directors Shareholding*: - Family Relationship between Management: - None Work Experience: - 1991 - present Legal Consultant, Dhamrongtham Law Office - 2001 - present Director, S&P Syndicate Pcl.
*Shareholding as at 2 January 2008, including spouse and minors 90
Mr. Boonpakorn Chokwathana Age: 73 years Position in the Company: Director Member of Audit Committee Education: - Bachelor’s Degree of Economics, University of Nottingham, United Kingdom - Director Certification Program Class 68/2005, Thai Institute of Directors - Director Accreditation Program Class 3/2003, Thai Institute of Directors Shareholding*: 0.04% Family Relationship between Management: - None Work Experience: - Chairperson, New City (Bangkok) Pcl. - Chairperson, Dr. Thiam Chokwatana Foundation - Vice Chairperson, Saha Pathanapibul Pcl. - Vice Chairperson, Saha Pathana Inter-Holding Pcl, - Director, IT City Pcl.
Annual Report 2007
Management Mrs. Linda Lisahapanya Age: 56 years Position in the Company: Director Managing Director Education: - Master of Finance, University of Illinois, USA - Director Certification Program Class 78/2006, Thai Institute of Directors Shareholding*: 0.01% Family Relationship between Management: - Sister of Mr. Chai Sophonpanich’s wife Work Experience: Managing Director, Bumrungrad Hospital Pcl.
Dr. Dhanit Dheandhanoo, MD Age: 72 years Position in the Company: Director Chairperson of the Medical Director Education: - Doctor of Medicine, Mahidol University - Board Certification: Neurosurgery, United Kingdom Shareholding*: 0.02% Family Relationship between Management: - None Work Experience: Clinical Professor Emeritus, Director, Neurology Surgery Department, Ramathibodi Hospital, Mahidol University Mr. Curtis John Schroeder Age: 52 years Position in the Company: Director Group Chief Executive Officer Education: - Master’s Degree in Health Services Administration, University of Southern California, USA - Director Certification Program Class 78/2006, Thai Institute of Directors Shareholding*: 0.01%
Family Relationship between Management: - None Work Experience: - 1993 - Present Group Chief Executive Officer, Bumrungrad Hospital Pcl. - 1987 - 1993 Director, USC University Hospital, Los Angeles, California, USA
Dr. Sinn Anuras, MD Age: 67 years Position in the Company: Director Group Medical Director Education: - Doctor of Medicine, Chulalongkorn University - Board Certifications: - American Board of Internal Medicine - American Board of Gastroenterology Shareholding*: - Family Relationship between Management: - None Work Experience: - 1987-1994 Professor, Vice Chairperson for Medical Affairs, University Medical Center, Lubbock, Texas, USA Dr. Karoon Mekanontchai, MD Age: 58 years Position in the Company: Medical Director Education: - Doctor of Medicine, Mahidol University - Board Certification: Orthopedic Surgery Shareholding*: - Family Relationship between Management: - None Work Experience: - 1989 Orthopedics Consultant, Bumrungrad Hospital Pcl. - 1983-1998 Orthopedics and Rehabilitation Medical School, Ramathibodi Hospital, Mahidol University - 1978 - 1993 Full time physician, Saraburi Province Hospital
*Shareholding as at 2 January 2008, including spouse and minors 91
Bumrungrad Hospital Public Company Limited
Dr. Chamaree Chuapetcharasopon, MD
Age: 53 years Position in the Company:
Senior Associate Medical Director
Education:
- Doctor of Medicine, Mahidol University - Board Certification: General Radiology, Thailand - Fellowships: - Vascular and Interventional Radiology, USA - Body Imaging, USA Shareholding*:
- Family Relationship between Management:
- None Work Experience:
- 1998-present Executive Committee, Royal
College of Radiologists of Thailand - 1994-present Consultant Radiologist, National
Cancer Institute - 1990-1995 Instructor, Department of Radiology,
Ramathibodi Hospital, Mahidol
University
Mr. James Matthew Banner
Age: 60 years Position in the Company:
Chief Executive Officer Education:
- Master of Hospital Administration, Medical College
of Virginia, USA Shareholding*:
- Family Relationship between Management:
- None Work Experience:
- BUPA Health Care Asia (previously VISTA)
- Director and Chief Executive Officer of Subang Jaya
Medical Center, Kuala Lumpur
*Shareholding as at 2 January 2008, including spouse and minors 92
Mrs. Khor Lee Chan
Age: 53 years Position in the Company:
Chief Financial Officer
Education:
- Bachelor’s Degree, Victoria University of Wellington,
New Zealand Shareholding*:
-
Family Relationship between Management:
- None
Work Experience:
- 1987-1994 Chief Financial Officer, Mount
Elizabeth Hospital Ltd. - 1984-1986 Chief Accountant, Scotts Holding
(S) Pte. Ltd - 1982-1983 Internal Audit Manager, Diethelm
Singapore Pte. Ltd. Ms. Janice Chan Mun Yee
Age: 46 years Position in the Company:
Chief Operating Officer Education:
- Master’s Degree, George Washington University, USA Shareholding*:
-
Family Relationship between Management:
- None
Work Experience:
- 2003 - 2005 Director of Operations, Bumrungrad Medical Center - 2000 - 2003 Division Director, Hospital
Administration, Bumrungrad Medical Center
Annual Report 2007
Details of Directorship in Subsidiaries and Related Companies Subsidiaries Bumrungrad Vitallife Bumrungrad Medical Center Corporation International Directors Limited Limited Limited
1. Mr. Chai 2. Dr. Chanvit 3. Mrs. Linda 4. Mrs. Kulathida 5. Dr. Dhanit 6. Mr. Chong 7. Mr. Boonpakorn 8. Mr. Curtis John 9. Dr. Sinn 10. Mrs. Khor
Sophonpanich X X Tanphiphat, MD / Lisahapanya // / Sivayathorn / Dheandhanoo, MD // Toh / / Chokwathana / Schroeder // / X Anuras, MD // / Lee Chan /
Notes: 1. / = Director X = Chairman // = Management 2. CDE Trading Company Limited (previously Global Care Solutions (Thailand) Company Limited) and Global Care Solutions S.A. are not shown in the above table as no director/management of the Company holds the position of director, chairman or management in CDE Trading Company Limited or Global Care Solutions S.A.
(2) Election of Directors and Management The Board of Directors has approved an appointment of the Nomination and Remuneration Committee at the Board of Directors’ Meeting no. 1/2008 held on 27 February 2008. In 2007, the Company did not have a nomination committee for the selection of directors and management. However, the Company gave opportunities for shareholders to nominate candidates with appropriate knowledge, abilities and qualifications to be considered for the position of the Company’s director in advance before the shareholders’ meeting through the Company’s website. In addition, the election of any director must be approved by the shareholders’ meeting, in accordance with the following rules and principles: 1. Each shareholder has one vote for one share. 2. The election of directors may be either by voting for each individual director, or by voting for a group of directors, whichever way the shareholders’ meeting deems appropriate. For each resolution, each shareholder must exercise all of his/her votes for one individual director or for one group of directors. Votes by each shareholder may not be split between any directors or any groups of directors. 3. The election passes with the majority of the votes. If the number of votes is equal, the chairperson of the meeting has the final vote. The process for selection of independent directors is the same as that of directors and management. The fundamental qualifications of independent directors are as follows: 1. Holding shares not more than five percent of paid-up capital of the Company, affiliated company, associated company or related company, inclusive of the shares held by related persons. 2. Being a director who does not take part in the management of the Company, affiliated company, associated company, related company or majority shareholder of the Company, whether in the position of an employee, staff or consultant that receives regular salaries from the Company, affiliated company, associated company, related company or majority shareholder of the Company. 93
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3. Being a director who has no benefit or interest of the said nature during the period of one year before his appointment as a member of the Audit Committee except where the Board of Directors has carefully considered that such previous benefit or interest does not affect the performance of duties nor the giving of independent opinions. 4. Being a director who is not a related person or close relative of any management member or majority shareholder of the Company. 5. Being a director who is not appointed as a representative to safeguard interests of the Company’s directors, majority shareholders or shareholders who are related to the Company’s majority shareholders. 6. Being capable of performing duties, giving opinions or reporting the results of performance of work according to the duties delegated by the Board of Directors free and clear of the control of the management or the majority shareholders of the Company including related persons or close relatives of the said persons. (3) Remuneration of Directors, Audit Committee and Management Directors’ Remunerations and Audit Committee’s Remuneration Directors’ remunerations and Audit Committee’s remunerations for the year ended 31 December 2007 for 17 directors are as follows: Director’s Remuneration Audit Committee’s Remuneration Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 * **
Number of Annual Meetings Attended/ Remuneration Invitation
Mr. Chai Sophonpanich Dr. Chanvit Tanphiphat, MD Mrs. Linda Lisahapanya Mr. Curtis John Schroeder Dr. Dhanit Dheandhanoo, MD Mr. Chatri Sophonpanich Dr. Anant Tejavej, MD Dr. John Yangpichitt, MD Dr. Khun Swanya Dej-Udom, MD Mrs. Kulathida Sivayathorn Mr. Chong Toh Dr. Sinn Anuras, MD* Dr. Jennifer Lee, MD** Sultan Ahmed Bin Sulayem Ms. Sophavadee Uttamobol Mr. Soradis Vinyaratn Mr. Boonpakorn Chokwathana
7/7 7/7 5/7 6/7 7/7 2/7 6/7 6/7 5/7 5/7 6/7 2/4 1/2 0/5 7/7 7/7 7/7
Meeting Remuneration
320,000 280,000 280,000 210,000 240,000 125,000 240,000 150,000 240,000 175,000 240,000 50,000 240,000 150,000 240,000 150,000 240,000 125,000 240,000 125,000 240,000 150,000 240,000 50,000 140,000 25,000 80,000 - 240,000 175,000 240,000 175,000 240,000 175,000
Number of Meeting Total Total Meetings Attended/ Remuneration Remuneration Invitation
600,000 600,000 490,000 490,000 Total 365,000 365,000 Remuneration 390,000 390,000 415,000 415,000 290,000 290,000 390,000 390,000 390,000 390,000 365,000 365,000 365,000 365,000 390,000 390,000 290,000 290,000 165,000 165,000 80,000 80,000 415,000 6/6 240,000 655,000 415,000 6/6 150,000 565,000 415,000 6/6 150,000 565,000
3,940,000 2,290,000 6,230,000 540,000 6,770,000 Dr. Sinn Anuras, MD was appointed the Company’s director by the Annual General Meeting of Shareholders No. 14 for the year 2007 on 25 April 2007. Dr. Jennifer Lee, MD was appointed the Company’s director to replace Sultan Ahmed Bin Sulayem by the Board
of Directors’ Meeting No. 5/2007 on 8 August 2007.
Directors’ remuneration represents the benefits paid to the Company’s directors, exclusive of salaries and related benefits payable to the management. The above remunerations have been approved by the shareholders. Remunerations of Management In 2007, the total remuneration of the 9 executives of the Company and its subsidiaries amounted to Baht 136.97 million. The remuneration represents the salaries and benefits paid to the management.
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(4) Corporate Governance See Corporate Governance Report (Page 102-111) (5) Internal Control of Information The Company has the policy regarding management using internal information for personal benefits as follows: 1. According to the Company’s rules and regulations, directors are required to inform the Company immediately in the event that they may have any interests in any agreements being entered into by the Company, or that there is an increase or decrease in their holding of shares or bonds of the Company or subsidiaries. 2. Directors and management must prepare and disclose securities holding reports to the Securities Exchange Commission within the required time. Penalties for violation include the following: 1. Verbal warning for corrective action 2. Report to shareholders’ meeting for consideration 3. Compensation for any damages 4. Disclosure to the Securities and Exchange Commission and the Stock Exchange of Thailand (6) Internal Control See Report of Audit Committee (Page 27) (7) Dividend Policy 1. The Company’s dividend policy is as follows: 1.1 When the Company has net profit which can be distributed to shareholders, the preferred shareholders will receive dividends before the ordinary shareholders. In any year that dividends distributed to the preferred shareholders reaches 15% of the capital represented by the preferred shares, the balance of the profit shall be distributed to the ordinary shareholders at any amount as determined by the shareholders’ meeting. In any year that the Company is able to distribute dividends of more than 15% of its capital, the shareholders of both types shall receive the dividends equally. 1.2 For the payment of dividends, the Board of Directors is to follow the resolution of the shareholders’ meeting. 1.3 For every dividend payment, the Company shall reserve at least 5% of the profit as appropriated statutory reserve, until the reserve accounts for 10% of the Company’s capital. 1.4 Accrued dividends are not entitled to any interest payment. 2. Subsidiaries’ dividend policy is as follows: 2.1 When the company has profit which can be distributed to shareholders, the company is eligible to pay dividends to its shareholders at any amount in accordance with the resolution of shareholders’ meeting. 2.2 Accrued dividends are not entitled to any interest payment. 95
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On 27 February 2008, the Board of Directors approved, subject to shareholders’ approval in shareholders’ meeting to be held in April 2008, a dividend payment for the year 2007 to preferred and ordinary shareholders at the rate of Baht 0.80 per share, totaling Baht 584 million, which is a 49% pay-out ratio. The net profit used to calculate the dividend pay-out ratio is the consolidated net profit for 2007, netted off with the non-cash share gain from Global Care Solutions (Thailand) Limited, which is a one-time non-operating item. The Company already paid an interim dividend of Baht 0.40 per share, totaling Baht 292 million, on 7 September 2007. The remaining dividend payment of Baht 0.40 per share, amounting to Baht 292 million will be paid after the shareholders’ approval. For the year 2006, the Company paid a dividend of Baht 0.75 per share, totaling Baht 548 million, or 50.0% of the Company’s 2006 net profit. 6. Related Parties Transactions 1. Characteristics of Related Parties Transactions The Company has transactions with its subsidiaries, affiliates and related companies as detailed in the note to financial statement no. 7. For the period ending 31 December 2006 and 31 December 2007, the Company and subsidiaries entered into a number of transactions with related parties that may have conflict of interest with the Company and its subsidiaries. These connected transactions include normal course of business transactions and other transactions, and can be summarized as follows:
96
Relationship
Common director, and BKI is the major shareholder of the Company, with 13.12% shareholding as at 2 January 2008
Common director
Related Company
Bangkok Insurance Pcl. (BKI)
Bangkok Insurance Pcl. (BKI)
- Rental of land and building paid to BBL
Expenses - Insurance fees which the Company and subsidiaries paid to BKI Revenues - Revenues from hospital services received from BBL Expenses - Bank credit cards commission fees paid to BBL
Revenues - Revenues from hospital services received from BKI
Description
35.7
53.4
44.3
31.5
29.5
20.2
25.4
20.9
18.5
21.3
For the year For the year ended ended 31 Dec 2006 31 Dec 2007
Amount (Baht Million)
BBL is the credit card service provider which the Company has always used. The Company invested in various infrastructures to maximize the benefits from efficient use of credit card payment system. The fees paid to BBL are at the market rate. The Company rented a building from BBL to support its hospital business and to use for parking and serviced apartments for patients’ families. The rental fees are reasonable.
BKI is the insurance provider which the Company and subsidiaries have always used. In addition, the insurance premium that the Company and subsidiaries paid to BKI was at the rate which BKI offers to its customers in general. It is the Company’s normal course of business, charging at normal price and benefits as customers in general.
It is the Company’s normal course of business, charging at normal price and benefits as customers in general.
Pricing Policy
Approved by shareholders
The Audit Committee has the opinion that the transaction is reasonable.
The Audit Committee has the opinion that the transaction is reasonable.
The Audit Committee has the opinion that the transaction is reasonable.
The Audit Committee has the opinion that the transaction is reasonable.
Reason for the transaction
Annual Report 2007
97
98
Revenues - Consulting fees on hospital management received from Bumrungrad International Limited
Subsidiary which the Company holds 51% (as at 31 Dec 06) with change of status to associated company with 31.5% shareholding (as at 27 Apr 07) with common director
Bumrungrad International Limited
Description - Interest on convertible bonds paid to BBL
Relationship
BBL (Cont’d)
Related Company
36.9
17.5
28.4
17.5
For the year For the year ended ended 31 Dec 2006 31 Dec 2007
Amount (Baht Million)
The Company charges the fees in relation to the actual cost of the resources used.
The Company paid interest on Baht 550 million principal of convertible bonds. Interest rates are in accordance with the debt restructuring agreement.
Pricing Policy
The Audit Committee has the opinion that the transaction is reasonable.
Approved by the shareholders.
Reason for the transaction
Bumrungrad Hospital Public Company Limited
Annual Report 2007
Other transactions 1. The Company waived its right to subscribe to Bumrungrad International Limited’s new shares in order to allow Bangkok Bank Public Company Limited to subscribe to such shares. On 15 May 2006, the Company’s shareholders approved waiver of the Company’s right to subscribe to Bumrungrad International Limited’s new shares in order to allow Bangkok Bank Public Company Limited to subscribe to such shares. Such waiver is a related transaction, with the details as follows: Related Company: Bangkok Bank Public Company Limited (“BBL”) Relationship: BBL, together with its subsidiary, Sinnsuptawee Asset Management Company (As of 15 May 2006) Limited, are major shareholders of the Company holding 136,158,279 shares or 18.65% of paid-up capital of the Company as of 20 January 2006. As a potential investor in Bumrungrad International Limited, a 99.99% owned subsidiary of the Company, BBL is considered a Connected Person. _ Waiver of rights by the Company to subscribe to 1,176,469 shares in Description: Bumrungrad International Limited in order to allow BBL to subscribe to the shares. _ Bumrungrad International Limited offers new 1,176,469 shares to BBL. Amount: The value of the Transaction is approximately Baht 180.6 million. The subscription price of the new shares of Bumrungrad International Limited Pricing Policy: of Baht 153.52 was calculated based on the accumulated cost of investment by the Company in Bumrungrad International Limited plus an agreed upon rate of return. This is in substantial premium to Bumrungrad International Limited’s book value per share of Baht 120.18 as of 31 December 2005, which is in line with IFA report. The Transaction was approved by the shareholders’ meeting on 15 Reasons for the transaction: May 2006. 2. The Company waived its right to subscribe to Bumrungrad International Limited’s new shares in order to allow Asia Financial Holdings to subscribe to such shares. On 12 March 2007, the Company’s shareholders approved waiver of the Company’s right to subscribe to Bumrungrad International Limited’s new shares in order to allow Asia Financial Holdings to subscribe to such shares. Such waiver is a related transaction, with the details as follows: Related Company: AFH International Company Limited (“AFH”), a 100% subsidiary of Asia Financial Holdings Limited Mr. Robin Yua Hing Chan is an authorized director and controlling person Relationship: of AFH. He is the brother of Mr. Chatri Sophonpanich and Mr. Chai (As of 12 March 2007) Sophonpanich who are directors of the Company. Therefore, AFH is a Connected Person of the Company and the Transaction is regarded as a Connected Transaction. 99
Bumrungrad Hospital Public Company Limited
_ Waiver of rights by the Company to subscribe to 3,714,283 shares in Description: Bumrungrad International Limited in order to allow AFH to subscribe to the shares. _ Bumrungrad International Limited offers new 3,714,283 shares to AFH. Amount: The value of the Transaction is approximately Baht 570,216,726.16 The subscription price of Baht 153.52 per share is in substantial premium to Pricing Policy: Bumrungrad International Limited’s book value per share of Baht 94.88 (including minority interest attributable to minority shareholders of subsidiaries) as of 30 September 2006. This subscription price is also equal to the subscription price approved by shareholders’ meeting dated 15 May 2006 to allow 3 strategic shareholders, namely Istithmar PJSC, V-Sciences Investment Pte Ltd and Bangkok Bank Public Company Limited, to subscribe to new shares of Bumrungrad International Limited. In addition, the subscription price is in line with IFA report. The Transaction was approved by the shareholders’ meeting on 12 Reasons for the transaction: March 2007. 3. The Company purchased land and building of BH Tower from Bangkok Bank Public Company Limited On 22 January 2008, the Company’s shareholders approved the purchase of land and building of BH Tower 1 and 2 from Bangkok Bank Public Company Limited (“BBL”). Such transaction is a related transaction, with the details as follows: Related Company: Bangkok Bank Public Company Limited Mr. Chatri Sophonpanich, a director of BBL and Mrs. Kulathida Sivayathorn, Relationship: a management executive of BBL are also directors of the Company. Therefore, BBL is a Connected Person of the Company and the Transaction is regarded as a Connected Transaction. Purchase of land and BH Tower Building 1 & Building 2 (collectively called Description: “BH Tower”) from BBL. The value of the Transaction is Baht 470 million. Amount: The value is a negotiated price between BBL and the Company, taking into Pricing Policy: consideration the appraised value. The Transaction was approved by the shareholders’ meeting on 22 Reasons for the transaction: January 2008. 2. The Necessity and Rationale of the Related Parties Transactions The Company has entered into related parties transactions to support the normal business of the Company. The rental of building from Bangkok Bank Public Company Limited (as detailed in notes to financial statements no. 7) has helped the Company to maintain and expand its international patient base. The corporate contracts and insurance contracts have helped expand the Company’s client base. 100
Annual Report 2007
3. Approval Process for Entering into Related Parties Transactions For contracts which were entered into as part of normal course of business, the transactions are approved through the normal process in accordance with the Company’s policy. In addition, the Audit Committee has considered the appropriateness and reasonableness of these transactions. For other transactions which are significant in size as per the definition of the Stock Exchange of Thailand, Board of Directors’ and/or shareholders’ approvals are obtained in accordance with rules and regulations, where management and/or directors with vested interests are not allowed to vote. 4. Policy on Related Parties Transactions in the Future The Company will continue to have related parties’ transactions, as these transactions are beneficial to the Company as explained earlier. The Company will strictly abide by the Company’s policy, as well as the rules and regulations of the Stock Exchange of Thailand. In addition, the Company will emphasize the transparency of the related parties transactions, and will protect the highest benefit of the Company. 7. Management Discussion and Analysis (Page 22 - 26) 8. Financial Statements 8.1 Financial Statements (Page 29 - 68) 8.2 Audit Fees (a) Audit Fees For the year 2007, the Company and subsidiaries have paid the audit fee in the amount of Baht 2.32 million. The Company’s 2007 audit fee has been approved by the shareholders’ meeting. (b) Non-Audit Fees For the year 2007, the Company has paid the non-audit fee of Baht 95,000 as a special audit fee for BH Tower. 101
Bumrungrad Hospital Public Company Limited
Corporate Governance Report
102
Annual Report 2007
103
Annual Report 2007
Corporate Governance Report The Company realizes the importance of good corporate governance, and is committed to follow the Principles of Good Governance Guidelines provided by the Stock Exchange of Thailand for the transparency of the Company’s operations and efficiency for competition at the international level. The Company therefore would like to report the corporate governance issues as follows: 1. The Rights of Shareholders The Company acknowledges the importance of all shareholders’ rights, including major and minority shareholders. The Company also emphasizes providing correct, timely, equal and transparent information sufficient for all shareholders and investors to make their investment decisions. Shareholders’ rights include basic rights of shareholders as investors and as owners of the Company, such as rights to buy, sell, or transfer their shares; rights to receive dividends from the Company; rights in shareholders’ meetings; rights to express their opinions; rights to participate in making decisions on important issues, such as election of directors, approval of important transactions that affect the direction of the business and operation of the Company, amendment of memoranda of association and articles of association of the Company. In 2007, the Company also encouraged and facilitated the use of shareholders’ rights by administering the following: 1. For every shareholders’ meeting, the Company sends invitation letters to shareholders in advance to inform them of the meeting agenda and the Board of Directors’ opinion on each agenda item, with supporting documents and information sufficient to facilitate shareholders in making their decisions as well as information on shareholders’ rights to attend and vote. Moreover, the invitation letter to the shareholders’ meeting is disclosed on the Company’s website; for the annual general meeting of shareholders, the invitation letter is posted on the website 30 days prior to the meeting date. 2. For those shareholders unable to attend the meeting, the shareholders have the right to authorize a person or an independent director as their proxy to attend the meeting on their behalf, using one of the proxy forms sent with the invitation letter. Moreover, shareholders can download the proxy form from the Company’s website. 3. The Company gives shareholders the right to propose important and appropriate issues for incorporation as an agenda item in the Company’s annual general meeting and to nominate a candidate with appropriate knowledge, abilities and qualifications to be considered for the position of the Company’s director before the annual general meeting of shareholders, in which details can be found on the Company’s website. 4. During the shareholders’ meeting, the Chairperson of the Meeting gives all shareholders the opportunity to comment, ask questions or give opinions and suggestions on any agenda item. The Chairperson and management see the importance of every question and give precise and clear answers. The Company also produces minutes of the shareholders’ meetings which are correct and complete available for shareholders to verify.
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Bumrungrad Hospital Public Company Limited
2. The Equitable Treatment of Shareholders The Company is strongly committed to equitable treatment of every shareholder, whether they are major or minority shareholders, institutional investors, or foreign shareholders. To ensure equal treatment of all shareholders, the Company created various mechanisms, such as: 1. Shareholders have voting rights in accordance with the number of shares held, in which one share equals one vote; 2. Minority shareholders have channels to propose important and appropriate issues for incorporation as an agenda item in the Company’s annual general meeting and to nominate a candidate with appropriate knowledge, abilities and qualifications to be considered for the position of the Company’s director, in which details can be found on the Company’s website. Independent directors will consider and propose the suggested agenda in the Board of Directors’ meeting for consideration; 3. The Company provides oversight and control to prevent improper use of inside information. Details can be found in the Internal Control of Information Section. In addition, for the convenience of shareholders, the Company uses a computer system for registration, counting of quorum and counting of votes. After the shareholders’ meetings, shareholders can request to check the details. 3. The Role of Stakeholders The Company recognizes its responsibilities towards each stakeholder, for sustainable mutual benefits, which will lead to stable business operations. The Company intends to interact with each party fairly. The important stakeholders of the Company are as follows: Shareholders In addition to the basic rights, rights in accordance with the laws and the Company’s articles of association, such as rights to check number of shares, rights to receive share certificates, rights to attend and vote in shareholders’ meetings, rights to express opinions independently at shareholders’ meetings, including rights to receive fair returns, the Company also provides information to all shareholders equally and timely, and gives all shareholders the right to independently suggest and express their opinions on the Company’s business and operations in shareholders’ meetings, as the Company’s owners. Customers/ Patients The Company provides patient care in an ethical manner, and at the best quality possible. The hospital’s Medical Ethics Committee protects patients’ rights. In addition, the Company has a department to monitor and improve the quality of the care provided to all patients, taking into consideration patients’ needs and suggestions. The Company abides by the contracts with all suppliers and contractors and Suppliers/ Contractors ensures timely payment to all suppliers and contractors.
106
Annual Report 2007
Employees Competitors Creditors Community
The Company believes that its employees are valuable resources and therefore gives all employees equal opportunity in their employment. The Company has the policy to provide employees with appropriate compensation and appoints a welfare committee as well as a health and safety committee to administer the well being of its employees. The Company also provides continuous education and regular training programs. Furthermore, the Company also provides opportunities for employees to voice their opinions or complain to management directly, and has a program to honor its employees to increase employee morale as the Company believes that work efficiency is a result of employees’ loyalty to the Company. Therefore, the Company focuses on building such loyalty continuously and has consistently performed surveys regarding employee loyalty to improve human resources management. The Company competes with competitors fairly and in accordance with the rules and regulations. The Company focuses on competition in the area of quality and efficiency of service for the best benefit of customers and patients. The Company strictly abides by loan agreements, loan covenants and ensures timely payments. The Company believes that good relationships with creditors, including building credibility and trust, is a responsibility of the Company towards its creditors. The Company is committed to social responsibilities, including to the public and the environment. The important corporate social responsibilities programs of the Company in the past year are as follows: 1. New Heart, New Hope Program: To commemorate H.M. King Bhumibol Adulyadej’s 80th birthday anniversary, the Company, Bumrungrad Hospital Foundation and the Children’s Heart Diseases Foundation, under the Royal Patronage of Her Highness Princess Kalayaniwattana, provides heart surgeries to 80 underprivileged Thai children who need cardiac surgery, but cannot afford it. 2. Youth Career Development Program (YCDP): In cooperation with UNICEF, the Company sponsors underprivileged girls to take nurse aides certificate program. All expenses are paid by the Company and students have opportunities to become employees of the Company. The Company has been sponsoring this program for eight years, educating over 250 girls.
107
Bumrungrad Hospital Public Company Limited
3. Scholarship Program: The Company provides nurse aides with opportunities to continue their studies for a Bachelor’s Degree in Nursing through its scholarship program. The Company also provides internship training programs during school holidays and will accept these nurses as employees once they receive their degree. 4. Thompson Mobile Clinic: The Company, together with Thompson Foundation, provides free healthcare to underprivileged Thais through its mobile clinics in Bangkok. The Mobile Clinic Program has treated 23,672 patients and donated over 21 tons of rice. 5. Computer Donation Program: The Company donated Baht 200,000, along with computers and computer parts to support the Border Patrol Police Academy, under the Border Patrol Bureau Section 13, Karnchanaburi province. 6. Medical Research Program: The Company works with several medical institutions, both local and abroad, for the development of medical research. 7. Environmental Policy: The Company has an environmental policy which the Company communicates to employees its views on environment preservation and encourages employees to help protect the global environment and resources. The Company also promotes activities relating to controlling environmental impact to neighboring communities and efficiently utilizing natural resources. 4. Disclosure and Transparency The Company has many communication channels with shareholders and investors, and discloses to the public transparent, complete, reliable, and timely financial information as well as other important information that affects shareholders and investors’ decision-making. These communication channels include those stipulated by rules and regulations, such as annual reports, the website of the of Stock Exchange of Thailand and other communication channels, such as quarterly analyst meetings, roadshows and investor conferences, and investor meetings. The Company also discloses information of the Company through its website, both in Thai and English. In 2007, the Company held four quarterly analyst meetings, participated in 10 roadshows and investor conferences, both in Thailand and overseas, including the United Kingdom, Singapore, Hong Kong, and Japan, and held 91 investor meetings and conference calls. Furthermore, the Company has set up a Company Secretary and Investor Relations Department to facilitate interested investors and shareholders. Interested investors and shareholders can request information by phone at 02-667-2010 or by e-mail at ir@bumrungrad.com or through the Company’s website, www.bumrungrad.com.
108
Annual Report 2007
5. Responsibilities of the Board of Directors The Board of Directors comprises qualified directors with extensive experience in various fields. Every director participates in the setting of the Company’s vision, mission, strategies, goals, business plans and budgets. The Board of Directors also ensures that plans are carried out efficiently and effectively by the management, to ensure the maximization of the Company’s value and stability to shareholders. The Board of Directors meets quarterly to review the management’s report on the Company’s operations. Details of duties and responsibilities of the Board of Directors can be found in Section 5.2 Management. At present, there are 16 directors, including 9 non-executive directors, 4 executive directors, and 3 independent directors with qualifications as per the Securities and Exchange Commission. The Company has 4 directors who are executive directors: 1. Mrs. Linda Lisahapanya 2. Dr. Dhanit Dheandhanoo, MD 3. Mr. Curtis John Schroeder 4. Dr. Sinn Anuras, MD There are 9 directors who are non-executive directors: 1. Mr. Chai Sophonpanich 2. Dr. Chanvit Tanphiphat, MD 3. Mrs. Kulathida Sivayathorn 4. Dr. John Yangpichitt, MD 5. Dr. Khun Swanya Dej-Udom, MD 6. Dr. Anant Tejavej, MD 7. Mr. Chong Toh 8. Mr. Chatri Sophonpanich 9. Dr. Jennifer Lee, MD The Company has 3 directors who are independent directors and members of the Audit Committee: 1. Ms. Sophavadee Uttamobol 2. Mr. Soradis Vinyaratn 3. Mr. Boonpakorn Chokwathana The 3 independent directors account for 19% of the total Board of Directors. The Company clearly separates duties and responsibilities of the Board of Directors and the management team. The Board of Directors is responsible for endorsing strategies and ensuring the implementation of these strategies by the management team in the policy level, whereas the management team is responsible for managing the business in accordance with such strategies. Therefore, the Chairman of the Board of Directors is not the same person as the Managing Director.
109
Bumrungrad Hospital Public Company Limited
Board of Directors’ Meetings It is the duty of every director to attend Board of Directors’ meetings regularly, in order to acknowledge and make decisions relating to the operations of the Company. The Board of Directors holds four regular meetings every year (held quarterly) and has extraordinary meetings as necessary. Before each meeting, the agenda is clearly set by the Chairman of the Board together with the Managing Director. Moreover, each director has opportunities to propose issues as agendum. The Company Secretary prepares and sends invitation letters, agenda and other supporting documents to the Board of Directors at least seven days in advance to allow the directors to research and study the information sufficiently prior to the meeting. Normally, each meeting takes two hours. To consider various issues, the Chairman of the Board gives directors the opportunity to express their opinions in the meeting independently. In case any director has a personal conflict of interest, such director will leave the meeting and/or does not vote for on that particular matter. In 2007, there were seven Board of Directors’ meetings, comprising four scheduled meetings and three extraordinary meetings. Details of the attendance of each director are in the table in the Remuneration of Directors, Audit Committee and Management Section. Senior management are invited to attend Board of Directors’ meetings to provide useful and important information, and to directly obtain business strategies from the Board of Directors to be implemented in the Company’s operations. The Company Secretary is responsible for documenting and sending minutes of every board meeting for adoption in the next Board of Directors’ meeting. The Board of Directors can express opinions, amend and make additions so that the minutes are as accurate as possible. The Company Secretary keeps the adopted minutes available for directors and relevant persons’ verification. Committees The Board of Directors has set up committees to assist with specific tasks and to propose assigned issues for consideration or acknowledgement. Details of directors, including duties and responsibilities, are listed in Section 5.2 Management. Committees are as follows: 1. Audit Committee consists of three independent directors. In 2007, the Audit Committee held six meetings and reported their meeting results to the Board of Directors. Details of attendance of Audit Committee members are in the table in Remuneration of Directors, Audit Committee and Management Section. 2. Nomination and Remuneration Committee The Board of Directors’ meeting No. 1/2008 held on 27 February 2008 approved the set up of the Nomination and Remuneration Committee. The Nomination and Remuneration Committee will assume its duties and responsibilities in 2008. 3. Governing Board of Bumrungrad International Hospital, Bangkok consists of 3 directors, 2 management, 6 physicians and 1 member by invitation. In 2007, the Governing Board held six meetings. 4. Investment Committee consists of 1 independent director, 2 non-executive directors and 2 executive directors. In 2007, the Investment Committee held three meetings.
110
Annual Report 2007
Remuneration of the Board of Directors and Management The Company provides appropriate remuneration for the Board of Directors and management. The remuneration of the Board of Directors has been approved by shareholders’ meetings. The consideration of directors’ remuneration takes into account other comparable listed companies in the same industry. Management’s remuneration is in the form of salaries and bonuses, taking into consideration the responsibilities and performance of each person and the performance of the Company. Details of remuneration of each individual director, which have been approved by the shareholders’ meeting in 2007, and the sum of remuneration of management, are disclosed in the Remuneration of Directors, Audit Committee and Management Section. Nomination of Directors In 2007, the Board of Directors is responsible for selecting suitable and respectable candidates to replace directors, whose terms have expired or for any other reasons, and nominating the candidates in the shareholders’ meetings. Board of Directors shall select respectable candidates with expertise in diverse professions, leadership skills, visions, ethics, and are able to express their opinions independently. According to the Board of Directors’ Charter, which has been approved in the Board of Directors’ Meeting no. 1/2008 held on 27 February, 2008, the retirement age of the Company’s directors is 75 years old, and each director must not hold more than eight directorship positions in listed companies. However, the Company does not set the number of continuous terms each director can serve on the Board, as the Company believes that shareholders have the right to choose their representatives on the Board of Directors. Internal control and internal audit systems The Company has given importance to internal control and internal audit systems, by establishing an internal audit unit, with the primary objective to support and develop effective internal control of the organization, in order to minimize operational risks, and to ensure quality of the work process and operations. Emphasis is on effectiveness and efficiency, and appropriateness of expenses and costs, including operations in accordance to the policy and/or requirements of the management. To ensure the independence of the internal audit unit and the balance of power, the internal audit unit reports directly to the Audit Committee. Conflicts of interest To prevent any conflicts of interest, the Board of Directors pays special attention to the consideration of transactions through which conflicts of interest may arise, and to related parties transactions, as well as strictly follows the Stock Exchange of Thailand rules and regulations, with pricing and other conditions on an arms-length basis. Details of the transactions, including amount, contracting party, and reasons for entering into the transactions, are disclosed in financial statements, annual reports, and the 56-1 filing. 111