Annual Report 2007
Sahaviriya Steel Industries Public Company Limited
Thriving towards Tomorrow
Contents 12
Message from the Chairman
14
The Audit Committee’s Report for 2007
16
Board of Directors
26
Executive Management
30
Organization Chart
32
Safety, Occupational Health, and Environmental Activities
36
Corporate Social Responsibility
40
General Information
42
Financial Highlight
44
Nature of Business Operations
46
Major Changes During the Year
48
The Steel Industry and Competition
50
Risk Management
56
Shareholders and Management
71
Good Corporate Governance
90
Supervising the Use of Inside Information
92
Internal Controls
95
Related Transactions
97
Management Explanation and Analysis of the Company’s Financial Status and Performance
101
Report of the Nomination Committee
103
Report of the Remuneration Committee
105
Report on the Responsibility of the Board of Directors for the Financial Reports of 2007
106
Report of Independent Auditor
107
Financial Statements
Sahaviriya Steel Industries Public Company Limited
Thriving towards Tomorrow
With our dedication to strong and balanced growth, we are charting a course that will lead us front and center onto the world stage. We are striving for excellence in all facets of our organization and working hard every day to raise our standards of quality.
At the same time, our social conscience ensures that everything we do contributes to a better tomorrow for all.
1
Raising Performance Standards We can make top quality products today thanks to the many improvements we have introduced over the years. Our continuing commitment to develop high-grade hot rolled steel sheet manufacturing means an even higher standard of products tomorrow.
2
Sahaviriya Steel Industries Public Company Limited
Improving the Quality of Life Top quality products that enjoy customers没 confidence and trust are key ingredients in the manufacture of high caliber downstream goods that make life better for us all.
3
Learning : the Key to Excellence In our quest for excellence, we know that learning is essential. This awareness is reflected in our commitment to research and our comprehensive program of professional development for all our employees.
4
Sahaviriya Steel Industries Public Company Limited
Firmly in the Driver没s Seat With our synergistic approach to doing business, we have acquired the strength and leadership skills to face the toughest challenges head-on and overcome the most unexpected hurdles. Nothing can stop us from achieving our goals.
5
Building Business Strength Thanks to our determination and proven record as a reliable trading partner, we have become the leader of high-grade hot rolled steel sheet, being ahead of the domestic peer, and boost the greatest production capacity in all of ASEAN.
6
Sahaviriya Steel Industries Public Company Limited
Breaking into the International Arena All our employees take tremendous pride in knowing that their combined efforts are the driving force behind our overall success and the emergence of the Thai steel industry onto the world stage.
7
A Blessing Bond As a member of society, we take our obligations to our fellow citizens very seriously. Through a wide range of programs and projects, we are not only building a stronger business but making a positive contribution to Thailand and its people.
8
Sahaviriya Steel Industries Public Company Limited
A Beaming Bloom We are creating opportunities for people of all ages to broaden their horizons, achieve their dreams, and lead better, happier lives. By working to improve the quality of life, we are putting smiles on the faces of Thailand.
9
10
Sahaviriya Steel Industries Public Company Limited
Vision
Market Leader of High-Grade Steel Sheets in ASEAN, Creating Sustainable Value for Stakeholders
Mission
1. Secure raw material sources with quality relevant to customers’ requirements. 2. Develop leading technology for high-grade steel sheet production, as well as continuously reduce costs. 3. Build added value and satisfaction for customers with an overall package of Product, Quality, Price, Volume, Delivery and Service better than our competitors. 4. Increase market share of high-grade steel sheet and continuously enlarge quality customer base, both domestic and international. 5. Develop to be an organization of knowledge and innovation. 6. Enhance quality of life and preserve the environment of the local community, and be responsible to the society at large.
Values
S = Spirit of Teamwork & Continuous Learning S = Satisfaction to all Stakeholders I = Integrity & Ethics from all Staff
11
Message from the Chairman
Dear Shareholders, 2007 was another year of challenges for Sahaviriya Steel Industries Public Co., Ltd., or SSI, a year in which our strength was justified after we had pursued the strategy according to the Company’s medium-term business plan in order to achieve our vision as “Market Leader of High-Grade Steel Sheets in ASEAN, Creating Sustainable Value for Stakeholders.” Although the global economy, particularly the global steel industry, continued to expand from the previous year, the rate of growth in our domestic steel industry was actually lower. This deceleration was due to a lack of investment in public- and private-sector projects, and a consequence of lower confidence in the economic and political situation of the country. At the same time, world prices for steel raw materials continued to rise after China, the world major steel producer, issued measures to restrict export of semi-products, and freight rates likewise raised in response to higher energy costs. Despite all this, SSI was able to generate remarkably good operational results, including Baht 28.363 billion in sales revenue, and a net profit of Baht 1.006 billion. By including the subsidiaries’ operational results, SSI recorded a net profit of Baht 916 million - a proven sign of having moved toward the right direction in pursuing our corporate vision. The weakening economy had an impact on numerous industries, including those that use steel as their main raw material, namely construction and real estate development. Downstream industries such as the automotive industry, which utilizes high-grade steel sheet in its production, maintained steady growth, however. This fit well with the Company’s strategy of focusing on profitability by maintaining good margins between raw material prices and selling prices, and expanding customer base in cold-rolled steel sheet and high-grade steel sheet markets, that offer greater return. This accomplishment, together with SSI’s advantages in competent, knowledgeable personnel and modern technology,
12
Sahaviriya Steel Industries Public Company Limited
helps to explain the notable difference between our products and those of our competitors. By the end of 2007, for example, SSI was able to produce hotrolled steel sheet with a thickness of 0.87 millimetresthe thinnest presently produced in ASEAN. Other factors, such as superb inventory management and ongoing reduction in operating costs, were also important in contributing to our Company’s leadership in the high-grade steel sheet market. SSI has always recognized our responsibilities to our community, society, and the environment, and seeks to play a role that facilitates sustainable development. During the past year, the Company participated, along with the government, the private sector, and local communities, in projects intended to promote better education, careers, income, health, culture, quality of life, and morale among community residents, particularly disadvantaged young people. We also encouraged conservation and restoration of local environments and took part in making our world a better place for all. SSI now controls the discharge of used water from its production processes by means of a “zero-discharge” under a closed water treatment system. We worked towards the rehabilitation of mangrove forests and promoted programs to increase environmental awareness in the community. We even launched projects and established a sub-committee to deal with climate change and its effects. Good corporate governance and business ethics have always been prominent features of SSI’s management policy. These principles are clearly stated and consistently implemented, to the point that the Company’s board of directors were awarded “Board of the Year for Distinctive Practices 2006/ 2007”. Other awards during the year recogniz ed SSI’s constant commitment to upgrading our operation efficiency, and teamwork between executives and employees. In 2007, the Company received the Prime Minister’s Industry Award for Quality Management, the Honorary Award for the Outstanding Workplace in Labour Relations and
Welfare Benefits, and a National Award for Safety, Occupational Health, and Working Environment for the seventh consecutive year. For 2008, the Company’s main focus will be on marketing strategies and procuring raw materials from stable sources with the level of quality according to our clients’ requirement, upgrading our production technologies, controlling costs, increasing value-added and our clients’ satisfaction, and developing our organization to be one of knowledge and innovation, in order to maximize returns to our stakeholders. SSI is confident, moreover, that increased investment in Thai Cold Rolled Steel Public Co., Ltd. will enhance the Company’s competitiveness as Thai flat steel producer with vertical integration from mid-stream to downstream processes, giving SSI an advantage over other Thai hot-rolled steel manufacturers. In addition, the Company will benefit from being able to secure the distribution of high-grade hot rolled steel sheet for cold-rolled steel production, which provides better marketing and inventor y management over the long-term. Finally, on behalf of the Board of Directors, I would like to thank our shareholders, our clients, our business par tners, our financial institutions, various state agencies, and the mass media, all of whom have lent us their valued support for so long. Let me also express my gratitude to our executives and staff for their devotion to their duties and our corporate vision. We are, thanks to you, on the way to establishing ourselves as market leader of highgrade steel sheets in ASEAN, as we continue to create sustainable value for our stakeholders on their trust in SSI.
Mr. Maruey Phadoongsidhi Chairman
13
The Audit Committeeûs Report for 2007
To the Board of Directors of Sahaviriya Steel Industries Public Co., Ltd.: The Board of Directors’ Meeting No. 2/2005 held on May 26, 2005 reappointed the Audit Committee whose terms expired on June 29, 2005 for another term, from June 30, 2005 to June 29, 2008. The Committee comprises three independent directors together with the chief of the Internal Audit Office acting as its secretary: 1. Professor Kesree Audit Committee Narongdej Chairperson 2. Mr. Visith Noiphan Audit Committee Member 3. Mr. Prateep Buphaintr Audit Committee Member 4. Mrs. Wannee Secretary to the Sirikanchana Audit Committee In 2007, the Audit Committee reviewed its scope of authority, duties, and responsibilities to the Board of Directors under the Charter of the Audit Committee (No. 2), which was published on November 24, 2004, and found that they remained appropriate. In 2007, the Committee met eleven times to perform the following activities:
▲
1. Ensure accurate and adequate financial reports. Finalizing the interim and annual financial statements of 2007 together with the external auditors of the Company and its subsidiaries, and the management, by questioning and discussing as well as advising on the issues and related matters to the financial statements, then submitting them to the Board for approval, before disclosing them to the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC).
14
Sahaviriya Steel Industries Public Company Limited
▲
▲
▲
▲
▲
The Audit Committee had given its agreement on the audited consolidated and the company financial statements for 2007, as reported by the auditor that the financial statements are accurate in all matters of significance in accordance with generally accepted accounting principles, and that the Company’s management has provided systems of internal control, internal auditing, compliance with relevant laws, risk management, and disclosure of corporate information concerning related-par ty transactions and items of potential conflicts of interest, being consistent with principles of good corporate governance as laid down by the SET.
▲
5. Consider, select, and nominate the Company’s auditors and recommend fees. Considering, selecting, and proposing to the Board for consideration and seeking approval at the 19 th Annual General Meeting of Shareholders the appointment of Miss Thipawan Nananuwat and/or Miss Siraporn Ouaanunkun and/or Mr. Narong Puntawong of Ernst and Young Office Limited, as the Company’s auditors for fiscal year 2008, together with their fees.
▲
▲
4. Review the risk management system. Acknowledging the assessment of the Company’s risks and measures to manage those risk exposures, focusing on high risk exposures, on a quarterly basis.
7. Others Monitoring progress in compliance with the resolutions passed by the Committee. Carrying out a self-assessment for 2007 and submitting the results to the Board. Reviewing the information disclosed to the SET and the SEC, as disclosed in the Company’s annual report (Form 56-2) and in the annual information disclosure form (Form 56-1). Reporting the Audit Committee’s activities to the Board periodically. ▲
▲
3. Ensure compliance with laws pertaining to securities and the stock exchange, regulations of the SET, and laws concerning Company business. Acknowledging repor ts on cor porate compliance with laws pertaining to securities and the stock exchange as well as other laws concerning the Company’s business, and monitoring progress in litigation involving the Company. Considering and forming its view on the deal concerning the Company’s purchase of shares in Thai Cold Rolled Steel Sheet Public Co., Ltd. from the minor shareholders of Thai Cold Rolled Steel Sheet Public Co., Ltd.
6. Ensure a full and accurate disclosure of information on transactions with related parties and any potential conflicts of interest. Acknowledging quar terly repor ts on the Company’s sales and pricing made to the related companies. ▲
2. Ensure suitable and efficient internal control and internal audit systems. Approving the audit plan and acknowledging the audit reports of the Internal Audit Office. Reviewing the adequacy of the internal control system against the evaluation form issued by the SEC for 2007, as well as the Company’s self-evaluation according to the external auditor’s assessment form.
Professor Kesree Narongdej Audit Committee Chairperson February 27, 2008
15
Board of Directors
Mr. Maruey Phadoongsidhi
Mr. Wit Viriyaprapaikit
Chairman of the Board of Directors
Director and Chairman of the Board of
and Executive Director
Executive Directors
Mrs. Prapa Viriyaprapaikit
Mr. Visith Noiphan
Director
Independent Director, Audit Committee Member and Chairman of Nomination Committee
Prefessor Kesree Narongdej
Mr. Tongchat Hongladaromp
Independent Director
Independent Director
and Audit Committee Chairperson
and Chairman of Risk Management Committee
16
Sahaviriya Steel Industries Public Company Limited
Mr. Tawee Butsuntorn
Mr. Prateep Buphaintr
Mr. Taweesak Senanarong
Independent Director, Chairman of Remuneration
Independent Director, Audit Committee Member
Director, Remuneration Committee Member
Committee and Chairman of Good Corporate
and Nomination Committee Member
and Risk Management Committee Member
Mr. Kamol Juntima
Mr. Somchai Pipitvijitkorn
Mr. Permpoon Krairiksh
Director, Nomination Committee Member and
Director, Executive Director,
Director and Executive Director
Good Corporate Governance Committee Member
Remuneration Committee Member
Governance Committee
and Risk Management Committee Member
Mr. Nuttawit Boonyawat
Mr. Piya Viriyaprapaikit
Mr. Win Viriyaprapaikit
Director and Executive Director
Director, Executive Director and Good Corporate
Director, Executive Director and President
Governance Committee Member
17
1. Mr. Maruey Phadoongsidhi
2. Mr. Wit Viriyaprapaikit
Chairman of the Board of Directors and Executive Director
Director and Chairman of the Board of Executive Directors
Age : 77 years
Age : 72 years
Family Relation among Management : -None-
Family Relation among Management : Younger Brother of
Tenure : 10 years (from December 4, 1997 to December 31, 2007)
Mrs. Prapa Viriyaprapaikit
Percentage of Shareholding : 0.016%
Tenure : 13 years (from January 21, 1994 to December 31, 2007)
Percentage of Shareholding : (100 shares) Education o
Ph.D. (Bus.), University of Wisconsin, U.S.A.
Education o
Honorary B.A., Rajamungala Institute of Technology
Director Training Program o
Directors Accreditation Program (DAP 55/2006),
Director Training Program : -None-
Thai Institute of Directors Association o
o
The Role of the Chairman Program (RCP 4/2001),
Work Experience
Thai Institute of Directors Association
1990 - 2003
o
Director and Chairman of the Board of Executive Directors, Thai Cold Rolled Steel Sheet
Capital Market Academy Leadership Program (CMA 4),
Public Company Limited
Capital Market Academy
Work Experience
1982 - 2000
o
Director, SVOA Public Company Limited
1982 - 1998
o
Director, Bank of Ayudhya Public Company Limited
2000 - 2003 o Chairman of the Board of Directors,
1997
o
Thai Cold Rolled Steel Sheet
Other Current Position
Public Company Limited
in listed companies :
Chairman of the Board of Executive Directors,
o
o
in non-listed companies :
Deputy Minister of Finance
o
Director, Thai Coated Steel Sheet Company Limited
and Exchange Commission of Thailand
o
Director, Prachuap Port Company Limited
Commission Member of the Council National
o
Director, Sahaviriya Group Corporation Limited
Science and Technology Development Agency,
o
Director, Sahaviriya Panich Company Limited
Ministry of Science, Technology and Energy
o
Director, Sahaviriya Iron and Steel Company Limited
Director, First Bangkok City Bank
in listed companies other organization that may cause any conflict of
Public Company Limited
interest to SSI :
1992 - 1997 o Commission Member, The Securities o
o
Chairman of the Board of Directors, Bangsaphan Barmill Public Company Limited
First Bangkok City Bank Public Company Limited
o
Other Current Position
Director and Chairman of the Board of Executive Directors, Sahaviriya Plate Mill Company Limited
in listed companies : -None-
o
Director, B.S. Metal Company Limited
in non-listed companies :
o
Director, Bangpakong Lighter Company Limited
Chairman of the Board of Directors, Prachuap Port
o
Director, Bangpakong Port Company Limited
Company Limited
o
Director, Prapawit Building Property Company Limited
Director and Chairman of the Board of Executive Directors,
o
Director, Sahaviriya Panich International Company Limited
West Coast Engineering Company Limited
o
Director, Western Housing Company Limited
o
o
in listed companies other organization that may cause any conflict of
The Attendance in year 2007 :
interest to SSI : -None-
The Attendance in year 2007 : 1. The Board of Directors Meeting
=
2. The Board of Executive Directors Meeting
= 14/14 times
3. The Annual General Meeting of Shareholders =
7/7 times 1/1
time
1/1
time
1. The Board of Directors Meeting
=
2. The Board of Executive Directors Meeting
= 13/14 times
3. The Annual General Meeting of Shareholders =
7/7 times 1/1
time
1/1
time
4. The Extraordinary General Meeting of Shareholders
=
4. The Extraordinary General Meeting of Shareholders
=
Criminal offense record during the past 10 years : 1. Never be sentence by a judgment in criminal offence.
Criminal offense record during the past 10 years :
2. Never be sentence by a judgment to be bankruptcy or insolvency.
1. Never be sentence by a judgment in criminal offence.
3. Never be sentence by a judgment as management or authorized
2. Never be sentence by a judgment to be bankruptcy or insolvency.
person in the bankrupt or insolvent company.
3. Never be sentence by a judgment as management or authorized person in the bankrupt or insolvent company.
18
Sahaviriya Steel Industries Public Company Limited
3. Mrs. Prapa Viriyaprapaikit
4. Mr. Visith Noiphan
Director
Independent Director, Audit Committee Member
Age : 77 years
and Chairman of Nomination Committee Age : 74 years
Family Relation among Management : Older Sister of Mr. Wit Viriyaprapaikit Tenure : 13 years (from January 21, 1994 to December 31, 2007)
Family Relation among Management : -None-
Percentage of Shareholding : (100 shares)
Tenure : 13 years (from March 1, 1994 to December 31, 2007) Percentage of Shareholding : -None-
Education o
Honorary Ph.D. (Economics), Medford University, U.S.A.
Education
o
Honorary Ph.D. (Agricultural Science), Chiang Mai University
o
B. Eng. (Civil Engineering), Chulalongkorn University
o
M. Eng. (Sanitary Engineering), Chulalongkorn University
Director Training Program : -None-
o
The National Defence Regular Course
Work Experience
Director Training Program
1990 - 2001
o
Director, Thai Coated Steel Sheet Company Limited
o
1990 - 1998
o
Director, Thai Cold Rolled Steel Sheet Public Company
Director Accreditation Program (DAP 5/2003), Thai Institute of Directors Association
Limited Work Experience Other Current Position
1992 - 1993
o
Advisor to the Office of Prime Minister
o
Acting of Permanent Secretary, Ministry of Industry
o
Deputy Permanent Secretary, Ministry of Industry
1988 - 1992
o
Director General Department of Mineral Resources,
1986 - 1988
o
1984 - 1986
o
1982 - 1984
o
in listed companies : o
Directors, Bangsaphan Barmill Public Company Limited
in non-listed companies : o
Director, Prachuap Port Company Limited
o
Director, Sahaviriya Group Corporation Limited
o
Director, Sahaviriya Panich Company Limited
o
Director, Sahaviriya Iron and Steel Company Limited
Ministry of Industry Secretary General Thai Industrial Standards, Ministry of Industry
in listed companies other organization that may cause any conflict of
Director General Department of Industrial Promotion, Ministry of Industry
interest to SSI :
Director General Department of Industrial Works,
o
Director, Sahaviriya Plate Mill Company Limited
o
Director, B.S. Metal Company Limited
o
Director, Bangpakong Lighter Company Limited
Other Current Position
o
Director, Bangpakong Port Company Limited
in listed companies :
o
Director, Prapawit Building Property Company Limited
o
Director, Bangsaphan Barmill Public Company Limited
o
Director, Sahaviriya Panich International Company Limited
o
Chairman of the Board of Directors and Independent Director,
o
Director, Western Housing Company Limited
Ministry of Industry
TPI Polene Public Company Limited in non-listed companies :
The Attendance in year 2007 : 1. The Board of Directors Meeting
o
=
2. The Annual General Meeting of Shareholders =
2/7 times 1/1
time
1/1
time
Company Limited in listed companies other organization that may cause any conflict
3. The Extraordinary General Meeting of Shareholders
Chairman of the Board of Directors, West Coast Engineering
of interest to SSI : =
o
Chairman of the Board of Directors, Sahaviriya Plate Mill Company Limited
Remark :
In 2007, Mrs. Prapa Viriyaprapaikit had health problem and admitted in hospital, so was unable to attend the Board of
The Attendance in year 2007 :
Directors Meeting. However, consulting with the Company’s
1. The Board of Directors Meeting
=
management was made through private meeting or telephone
2. The Independent Directors Meeting
=
4/4 times
conservation. At present, she remains in good health.
3. The Audit Committee Meeting
=
9/11 times
4. The Nomination Committee Meeting
=
3/3 times
Criminal offense record during the past 10 years :
5. The Annual General Meeting of Shareholders =
1. Never be sentence by a judgment in criminal offence.
6. The Extraordinary General Meeting of
2. Never be sentence by a judgment to be bankruptcy or insolvency.
Shareholders
=
6/7 times
1/1
time
1/1
time
3. Never be sentence by a judgment as management or authorized Criminal offense record during the past 10 years :
person in the bankrupt or insolvent company.
1. Never be sentence by a judgment in criminal offence. 2. Never be sentence by a judgment to be bankruptcy or insolvency. 3. Never be sentence by a judgment as management or authorized person in the bankrupt or insolvent company.
19
Additional information on holding independent directors status :
The Attendance in year 2007 :
1. Not be relative to management, major shareholder of the Company
1. The Board of Directors Meeting
=
7/7 times
2. The Independent Directors Meeting
=
4/4 times
3. The Audit Committee Meeting
= 11/11 times
or subsidiary companies. 2. Not be relative to the Company, subsidiary companies, associated companies, or a juristic entity that may have conflict of interest at
4. The Annual General Meeting of Shareholders =
present or the past 2 years.
5. The Extraordinary General Meeting of
o
Shareholders
Not be director as part of management, employees, or consultant who receives regular salary.
o
Not be professional service such as auditor or legal counsel.
o
Have no significantly relate to business that affect to
=
0/1
time
1/1
time
Criminal offense record during the past 10 years : 1. Never be sentence by a judgment in criminal offence. 2. Never be sentence by a judgment to be bankruptcy or insolvency.
independent perform.
3. Never be sentence by a judgment as management or authorized person in the bankrupt or insolvent company.
5. Professor Kesree Narongdej
Additional information on holding independent directors status :
Independent Director and Audit Committee Chairperson
1. Not be relative to management, major shareholder of the Company
Age : 70 years
or subsidiary companies. 2. Not be relative to the Company, subsidiary companies, associated
Family Relation among Management : -None-
companies, or a juristic entity that may have conflict of interest at
Tenure : 9 years (from April 28, 1998 to December 31, 2007)
present or the past 2 years.
Percentage of Shareholding : -None-
o
who receives regular salary.
Education o
Master’s Degree in Professional Accounting, The University of Texas at Austin
o
Not be director as part of management, employees, or consultant
o
Not be professional service such as auditor or legal counsel.
o
Have no significantly relate to business that affect to independent perform.
Professor and Professor Emeritus of Accounting, Faculty of Commerce and Accountancy, Thammasat University
o
Honorary Ph.D. (Accounting), Thammasat University
6. Mr. Tongchat Hongladaromp Independent Director
Director Training Program o
Directors Certification Program (DCP 2/2000),
and Chairman of Risk Management Committee
Thai Institute of Directors Association
Age : 68 years
Work Experience o
Family Relation among Management : -None-
President of the Institute of Certified Accountants and Auditors of
Tenure : 13 years (from March 1, 1994 to December 31, 2007)
Thailand
Percentage of Shareholding : -None-
o
Board Member of International Federation of Accountant (IFAC)
o
Chairman of the Audit Committee, Bank of Thailand
Education
o
Chairman of the Audit Committee, Malee Sampran
o
Ph.D. Eng. (Civil), Northwestern University, U.S.A.
Public Company Limited
o
The National Defence Regular Course
o
Audit Committee in Public Sector, Ministry of Foreign Affairs
o
Dean, Faculty of Commerce and Accountancy, Thammasat University
Director Training Program
o
President, Thammasat University Commerce and Accountancy Alumni
o
o
Chairperson of Accounting Standard Committee, The Institute of
Directors Accreditation Program (DAP 36/2005), Thai Institute of Directors Association
o
Certified Accountants and Auditors of Thailand
Finance for Non-Finance Director 24/2005, Thai Institute of Directors Association
Other Current Position Work Experience
in listed companies : o
Audit Committee Advisor, Thai Airways International
2001 - 2003
o
1996 - 2001
o
1987 - 1991
o
Public Company Limited
Public Company Limited in non-listed companies : o
the Royal Patronage of His Majesty the King Public Sector Audit and Evaluation Committee
o
National Corporate Governance Committee
o
Committee of the Faculty of Commerce and Accountancy at
President, PTT Exploration and Production Public Company Limited
Thammasat University o
President, Thai Telephone & Telecommunication Public Company Limited
President of the Federation of Accounting Professions under
o
President, Thai Petrochemical Industry
Certified Public Accountant - Managing Partner, A.M.T. & Associates
in listed companies other organization that may cause any conflict of interest to SSI : -None-
20
Sahaviriya Steel Industries Public Company Limited
Other Current Position
Director Training Program
in listed companies :
o Directors Certification Program (DCP 22/2002),
o
Director, PTT Exploration and Production Public Company Limited
o
Director, PTT Chemical Public Company Limited Work Experience
in non-listed companies : o
Thai Institute of Directors Association
Chairman of the Board of Directors, TMB Asset Management
2002 - 2003
o
2000 - 2003
o
1999 - 2002
o
Advisor, The Siam Cement Public Company Limited
1992 - 1999
o
Executive Vice President, The Siam Cement
Chairman of the Board of Directors, Phayathai Asset Management Company Limited
Company Limited o
Director, West Coast Engineering Company Limited
o
President of the University Council King Mongkut’s University of Technology Thonburi
in listed companies other organization that may cause any conflict of
Director and Chairman of the Board of Executive Directors, Thai Military Bank Public Company Limited
Public Company Limited
interest to SSI : -None-
Other Current Position
The Attendance in year 2007 : 1. The Board of Directors Meeting
=
6/7 times
in listed companies :
2. The Independent Directors Meeting
=
3/4 times
o
Chairman of the Board of Directors, Bankthai Public Company Limited
0/1
time
o
Chairman of the Board of Directors, NFC Fertilizer Public Company
time
in non-listed companies :
4. The Annual General Meeting of Shareholders =
Limited
5. The Extraordinary General Meeting of Shareholders
=
1/1
o
Criminal offense record during the past 10 years :
Chairman of the Board of Directors, Cathay Leaseplan Public Company Limited
1. Never be sentence by a judgment in criminal offence.
o
Chairman of the Board of Directors, DAI - ICHI Public Company Limited
2. Never be sentence by a judgment to be bankruptcy or insolvency.
o
Foreign Business Committee, Ministry of Commerce
3. Never be sentence by a judgment as management or authorized
o
Chairman of the Committee for tax privilege in Energy Conservation,
person in the bankrupt or insolvent company. Additional information on holding independent directors status : 1. Not be relative to management, major shareholder of the Company or subsidiary companies. 2. Not be relative to the Company, subsidiary companies, associated companies, or a juristic entity that may have conflict of interest at present or the past 2 years.
Ministry of Energy o
Honorary Consul of the Republic of Uganda to the Kingdom of Thailand
o
Chairman of Engineers’ Ethics Committee, the Engineers’ Council
o
Distinguished Councilor of Chulalongkorn University Council
in listed companies other organization that may cause any conflict of interest to SSI : -NoneThe Attendance in year 2007 :
Not be director as part of management, employees, or consultant
1. The Board of Directors Meeting
=
7/7 times
who receives regular salary.
2. The Independent Directors Meeting
=
4/4 times
o
Not be professional service such as auditor or legal counsel.
3. The Remuneration Committee Meeting
=
o
Have no significantly relate to business that affect to independent
4. The Annual General Meeting of Shareholders =
perform.
5. The Extraordinary General Meeting of
o
Shareholders
7. Mr. Tawee Butsuntorn
=
3/3 times 1/1
time
1/1
time
Criminal offense record during the past 10 years :
Independent Director, Chairman of Remuneration Committee
1. Never be sentence by a judgment in criminal offence.
and Chairman of Good Corporate Governance Committee
2. Never be sentence by a judgment to be bankruptcy or insolvency.
Age : 68 years
3. Never be sentence by a judgment as management or authorized person in the bankrupt or insolvent company.
Family Relation among Management : -NoneTenure : 3 years (from February 26, 2004 to December 31, 2007) Percentage of Shareholding : -NoneEducation o
Additional information on holding independent directors status : 1. Not be relative to management, major shareholder of the Company or subsidiary companies. 2. Not be relative to the Company, subsidiary companies, associated companies, or a juristic entity that may have conflict of interest at
Bachelor Degree in Mechanical Engineering (1st Class Hons.), Chulalongkorn University
present or the past 2 years.
o
Honorary Ph.D. (Engineering), Chulalongkorn University
o
o
Honorary Ph.D. (Engineering), Burapha University
o
Honorary Ph.D. (Engineering), King’s Mongkut Institute of
o
Not be professional service such as auditor or legal counsel.
Technology Ladkrabang
o
Have no significantly relate to business that affect to independent
o
who receives regular salary.
perform.
AMP - The Advanced Management Program, Harvard University, Graduate School of Business Administration, U.S.A.
o
Not be director as part of management, employees, or consultant
The National Defence Regular Course
21
8. Mr. Prateep Buphaintr
9. Mr. Taweesak Senanarong
Independent Director, Audit Committee Member
Director, Remuneration Committee Member
and Nomination Committee Member
and Risk Management Committee Member
Age : 68 years
Age : 71 years
Family Relation among Management : -None-
Family Relation among Management : -None-
Tenure : 8 years (from April 29, 1999 to December 31, 2007)
Tenure : 8 years (from November 8, 1999 to December 31, 2007)
Percentage of Shareholding : -None-
Percentage of Shareholding : -None-
Education
Education
o
Bachelor’s Degree in Commerce, Thammasat University
Director Training Program o
Directors Certification Program (DCP 22/2002),
o
Diploma of Fine Art Royal Academy, Rome, Italy
o
Bachelor of Fine Arts, Silpakorn University
o
Honorary Ph.D., Silpakorn University
o
The National Defence Regular Course
Thai Institute of Directors Association Director Training Program Work Experience 1997 - 1999
o
o
Secretary of The Comptroller Genera’s Department,
Director Accreditation Program (DAP 26/2004), Thai Institute of Directors Association
Ministry of Finance 1995 - 1997
o
Director of Disbursement Approval Branch 4,
Work Experience
The Comptroller General’s Department,
1994 - 1995
o
Permanent Secretary, Ministry of Education
Ministry of Finance Other Current Position Other Current Position
in listed companies :
in listed companies : -None-
o
in non-listed companies : -None-
in non-listed companies :
in listed companies other organization that may cause any conflict of
o
Director, West Coast Engineering Company Limited
interest to SSI : -None-
o
Director, Prachuap Port Company Limited
Director, Bangsaphan Barmill Public Company Limited
in listed companies other organization that may cause any conflict The Attendance in year 2007 :
of interest to SSI :
1. The Board of Directors Meeting
=
7/7 times
2. The Independent Directors Meeting
=
4/4 times
3. The Audit Committee Meeting
= 11/11 times
The Attendance in year 2007 :
4. The Nomination Committee Meeting
=
3/3 times
1. The Board of Directors Meeting
=
7/7 times
1/1
2. The Remuneration Committee Meeting
=
3/3 times
=
0/1
time
=
0/1
time
5. The Annual General Meeting of Shareholders =
o
time
6. The Extraordinary General Meeting of Shareholders
Director, Sahaviriya Plate Mill Company Limited
3. The Annual General Meeting of =
1/1
time
Shareholders 4. The Extraordinary General Meeting of
Criminal offense record during the past 10 years :
Shareholders
1. Never be sentence by a judgment in criminal offence. 2. Never be sentence by a judgment to be bankruptcy or insolvency.
Criminal offense record during the past 10 years :
3. Never be sentence by a judgment as management or authorized
1. Never be sentence by a judgment in criminal offence.
person in the bankrupt or insolvent company.
2. Never be sentence by a judgment to be bankruptcy or insolvency. 3. Never be sentence by a judgment as management or authorized
Additional information on holding independent directors status :
person in the bankrupt or insolvent company.
1. Not be relative to management, major shareholder of the Company or subsidiary companies. 2. Not be relative to the Company, subsidiary companies, associated companies, or a juristic entity that may have conflict of interest at present or the past 2 years. o
Not be director as part of management, employees, or consultant who receives regular salary.
o o
Not be professional service such as auditor or legal counsel. Have no significantly relate to business that affect to independent perform.
22
Sahaviriya Steel Industries Public Company Limited
10. Mr. Kamol Juntima
11. Mr. Somchai Pipitvijitkorn
Director, Nomination Committee Member
Director, Executive Director, Remuneration Committee Member
and Good Corporate Governance Committee Member
and Risk Management Committee Member
Age : 69 years
Age : 68 years
Family Relation among Management : -None-
Family Relation among Management : -None-
Tenure : 9 years (from April 28, 1998 to December 31, 2007)
Tenure : 4 years (from April 29, 2003 to December 31, 2007)
Percentage of Shareholding : 0.0081%
Percentage of Shareholding : -None-
Education
Education
o
M.P.A., National Institute of Development Administration (NIDA)
o
The National Defence Regular Course
o
M.B.A., Michigan State University, U.S.A.
Director Training Program : - None Director Training Program o
DCP Refresher Course 4/2007, Thai Institute of Directors Association
Work Experience
o
Board & CEO 1/2003, Thai Institute of Directors Association
1990 - 1999
o
The Role of The Chairman Program (RCP 4/2001), o
Directors Certification Program (DCP 3/2000),
Work Experience o
Director, Thai Cold Rolled Steel Sheet Public Company Limited
Thai Institute of Directors Association
2000 - 2002
Director, Sahaviriya Steel Industries Public Company Limited
Thai Institute of Directors Association o
o
1986 - 1998
o
Director, Siam City Cement Public Company Limited
1984 - 1999
o
Director, Bank of Ayudhya Public Company Limited
1983 - 1999
o
Director, Ayudhya Life Assurance Public Company
Chairman of the Board Financial Sector Restructuring
Limited
Authority (FRA) 1998
o
Comptroller General, Ministry of Finance
Other Current Position
1993 - 1998
o
Deputy Permanent Secretary for Finance,
in listed companies :
Ministry of Finance
o
1998 - 2000 1995 - 1999 1996 - 1998
o
o
o
Audit Committee Chairman, Provincial Electricity
Deputy Chairman of the Board of Directors, Bangsaphan Barmill Public Company Limited
Authority
in non-listed companies : -None-
Director and Chairman of Executive Board,
in listed companies other organization that may cause any conflict of
Government Housing Bank
interest to SSI :
Chairman of the Board, Government Lottery Office
o
Director, Sahaviriya Plate Mill Company Limited
Other Current Position
The Attendance in year 2007 :
in listed companies :
1. The Board of Directors Meeting
=
o
Chairman of the Board of Directors, IT CITY Public Company Limited
2. The Board of Executive Directors Meeting
= 14/14 times
o
Directors and Audit Committee Member, Electronic Industry
3. The Remuneration Committee Meeting
=
Public Company Limited
4. The Annual General Meeting of Shareholders =
in non-listed companies :
7/7 times 3/3 times 1/1
time
1/1
time
5. The Extraordinary General Meeting of
o
Director, Prachuap Port Company Limited
o
Director and Executive Directors, West Coast Engineering
Shareholders
=
Company Limited
Criminal offense record during the past 10 years :
o
Certified Public Accountant
1. Never be sentence by a judgment in criminal offence.
o
Chairman of Audit Committee, Ministry of Education
2. Never be sentence by a judgment to be bankruptcy or insolvency.
in listed companies other organization that may cause any conflict of
3. Never be sentence by a judgment as management or authorized person in the bankrupt or insolvent company.
interest to SSI : -NoneThe Attendance in year 2007 : 1. The Board of Directors Meeting
=
6/7 times
2. The Nomination Committee Meeting
=
3/3 times
3. The Annual General Meeting of Shareholders =
1/1
time
1/1
time
4. The Extraordinary General Meeting of Shareholders
=
Criminal offense record during the past 10 years : 1. Never be sentence by a judgment in criminal offence. 2. Never be sentence by a judgment to be bankruptcy or insolvency. 3. Never be sentence by a judgment as management or authorized person in the bankrupt or insolvent company.
23
13. Mr. Nuttawit Boonyawat
12. Mr. Permpoon Krairiksh Director and Executive Director
Director and Executive Director
Age : 56 years
Age : 45 years
Family Relation among Management : -None-
Family Relation among Management : -None-
Tenure : 8 years (from December 8, 1999 to December 31, 2007)
Tenure : 8 years (from December 8, 1999 to December 31, 2007)
Percentage of Shareholding : -None-
Percentage of Shareholding : (2,000 shares)
Education
Education
o
B.A., Boston University, U.S.A.
o
The Joint State-Private Sectors Regular Course
o
Master of Science, Abilene Christian University, Texas, U.S.A.
Director Training Program Director Training Program o
o
Director Accreditation Program (DAP 5/2003), Thai Institution of Directors Association
Directors Accreditation Program (DAP 3/2003), Thai Institute of Directors Association
o
Work Experience
Understanding the Fundamental of Financial Statements
2001 - 2004
(UFS 12/2007), Thai Institute of Directors Association
o
Executive Vice President, Bank of Ayudhya Public Company Limited
Work Experience 1999 - 2006
o
Other Current Position
Executive Vice President, Special Assets Group,
in listed companies :
Siam Commercial Bank Public Company Limited
o
Company Limited
Other Current Position
in non-listed companies : -None-
in listed companies : o
First Executive Vice President, Bank of Ayudhya Public
Executive Vice President, Division Head, Retail Credit and Business
in listed companies other organization that may cause any
Support Division, Siam Commercial Bank Public Company Limited
conflict of interest to SSI : -None-
in non-listed companies : o
The Attendance in year 2007 :
Chairman of the Board of Directors, SCB Asset Management Company Limited
in listed companies other organization that may cause any conflict of
1. The Board of Directors Meeting
=
4/7 times
2. The Board of Executive Directors Meeting
=
7/14 times
3. The Annual General Meeting of Shareholders =
interest to SSI : -None-
0/1
time
0/1
time
4. The Extraordinary General Meeting of Shareholders
The Attendance in year 2007 : 1. The Board of Directors Meeting
=
4/7 times
2. The Board of Executive Directors Meeting
=
6/14 times
3. The Annual General Meeting of Shareholders =
1/1
Criminal offense record during the past 10 years : 1. Never be sentence by a judgment in criminal offence.
time
2. Never be sentence by a judgment to be bankruptcy or insolvency.
4. The Extraordinary General Meeting of Shareholders
=
=
1/1
3. Never be sentence by a judgment as management or authorized
time
person in the bankrupt or insolvent company. Criminal offense record during the past 10 years : 1. Never be sentence by a judgment in criminal offence. 2. Never be sentence by a judgment to be bankruptcy or insolvency. 3. Never be sentence by a judgment as management or authorized person in the bankrupt or insolvent company.
24
Sahaviriya Steel Industries Public Company Limited
14. Mr. Piya Viriyaprapaikit
15. Mr. Win Viriyaprapaikit
Director, Executive Director and Good Corporate Governance
Director, Executive Director and President
Committee Member
Age : 37 years
Age : 58 years Family Relation among Management : Son of Mr. Wit Viriyaprapaikit Family Relation among Management : Son of Mrs. Prapa Viriyaprapaikit and nephew of Mr. Wit Viriyaprapaikit
and nephew of Mrs. Prapa Viriyaprapaikit Tenure : 8 years (from June 30, 1999 to December 31, 2007)
Tenure : 12 years (from April 24, 1995 to December 31, 2007)
Percentage of Shareholding : -None-
Percentage of Shareholding : -NoneEducation Education o
M.S. (Economics), Portland State University, Oregon, U.S.A.
o
M.S. (Psychology), Portland State University, Oregon, U.S.A.
o
Bachelor Industrial Engineering, Keio University, Tokyo, Japan
o
M.B.A., Sasin Graduate Institute of Business Administration, Chulalongkorn University
Director Training Program
Director Training Program : -None-
o
Work Experience
Capital Market Academy Leadership Program (CMA 5), Capital Market Academy
1996 - 2001
o
Director, Thai Coated Steel Sheet Company Limited
1991 - 2000
o
Director, SVOA Public Company Limited
Work Experience
1990 - 1998
o
Director, Thai Cold Rolled Steel Sheet
1996 - 2005
o
Director, Sahaviriya Plate Mill Company Limited
Public Company Limited
1999 - 2003
o
Director, Thai Cold Rolled Steel Sheet Public Company Limited
Other Current Position Other Current Position
in listed companies : o
in listed companies : -None-
Directors, Bangsaphan Barmill Public Company Limited
in non-listed companies :
in non-listed companies : o
Director, Prachuap Port Company Limited
o
Director, Sahaviriya Group Corporation Limited
o
Director, Executive Director and Acting Managing Director, West Coast Engineering Company Limited
o
Director, Prachuap Port Company Limited
in listed companies other organization that may cause any conflict
o
Chairman of the Board of Directors, Thai Steel Sales Company Limited
of interest to SSI :
o
Director, Thai Coated Steel Sheet Company Limited
Director, Sahaviriya Plate Mill Company Limited
o
Director, Sahaviriya Group Corporation Limited
Director, Prapawit Building Property Company Limited
o
Director, Sahaviriya Inter Steel Holdings Company Limited
Director, Western Housing Company Limited
o
Director, Sahaviriya Panich Company Limited
o
Director, Sahaviriya Iron and Steel Company Limited
o
o o o
Director, Sahaviriya Panich Company Limited
The Attendance in year 2007 :
in listed companies other organization that may cause any conflict of
1. The Board of Directors Meeting
=
2. The Board of Executive Directors Meeting
= 13/14 times
3. The Annual General Meeting of Shareholders =
7/7 times 1/1
time
4. The Extraordinary General Meeting of Shareholders
=
1/1
interest to SSI : o
Director, Sahaviriya Steel Group Company Limited
o
Director, Prapawit Building Property Company Limited
o
Director, Western Housing Company Limited
time The Attendance in year 2007 :
Criminal offense record during the past 10 years :
1. The Board of Directors Meeting
=
1. Never be sentence by a judgment in criminal offence.
2. The Board of Executive Directors Meeting
= 14/14 times
2. Never be sentence by a judgment to be bankruptcy or insolvency.
3. The Annual General Meeting of Shareholders =
3. Never be sentence by a judgment as management or authorized
4. The Extraordinary General Meeting of
person in the bankrupt or insolvent company.
Shareholders
=
7/7 times 1/1
time
1/1
time
Criminal offense record during the past 10 years : 1. Never be sentence by a judgment in criminal offence. 2. Never be sentence by a judgment to be bankruptcy or insolvency. 3. Never be sentence by a judgment as management or authorized person in the bankrupt or insolvent company.
25
Executive Management
Mr. Win Viriyaprapaikit Director, Executive Director and President
Mr. Boonnarg Mockmongkonkul Senior Vice President - Manufacturing Division
Ms. Dusadee Sirichaitavin Mr. Wichien Tungsuknirundorn Vice President Vice President - Human Resources & Administration Division - Commercial Division 2 and Secretary to the Remuneration Committee
Mr. Vorathep Chotinuchit Vice President - Office of the President
26
Mrs. Vilai Chattanrassamee Vice President - Finance & Accounting Division
Mr. Prueng Piyachart Vice President - Commercial Division 3
Sahaviriya Steel Industries Public Company Limited
1. Mr. Win Viriyaprapaikit Director, Executive Director and President
Director Training Program o
Age : 37 years Education o
o
Thai Institute of Directors Association Work Experience o
Director Training Program o
Thai Institute of Directors Association Work Experience 1995 - 2000 o
(CMA 5), Capital Market Academy
Business Division, Sahaviriya Steel
Entertainment Public Company Limited
Industries Public Company Limited
o
Executive Vice President, Siam Integrated
7. Mr. Vorathep Chotinuchit
Cold Rolled Steel Public Company Limited
Vice President - Office of the President
1996 - 2005 Director, Sahaviriya Plate Mill Company
Age : 40 years
4. Ms. Dusadee Sirichaitavin
Limited
Vice President - Human Resources &
1999 - 2003
Administration Division and Secretary to
o
Director, Thai Cold Rolled Steel Sheet
the Remuneration Committee
Public Company Limited
Age : 57 years
2. Mr. Boonnarg Mockmongkonkul
o
Director Training Program o
appointed as Vice President for Office of the President on
1991 - 1993
King Mongkut’s University of
o
August 1, 2007.
Vice President - Human Resources Division,
Assistant Vice President
M.B.A., Ramkhamhaeng University
- Human Resources & Administration
5. Mr. Wichien Tungsuknirundorn
Directors Certification Program (DCP 23/2002),
Vice President - Commercial Division 2
Thai Institute of Directors Association
Age : 49 years
2002 - 2008
o
Director, Executive Director
B. Eng. (Industrial Engineering),
(Public Policy & Project Management), National Institute of Development
Thai Institute of Directors Association Work Experience
Limited
1995 - 1996
Vice President
2003 - 2007 o
Director, Corporate Affairs Division, Pikul-thong Lum-sum Group of Companies
Sales and Marketing Manager,
1991 - 2003
Amcor Containers Packaging (Thailand)
o
Company Limited
Deputy General Manager, Human Resources Department,
- Finance & Accounting Division Age : 54 years
Administration (NIDA)
Directors Certification Program (DCP 22/2002), Work Experience
Thai Plastic and Chemical Public Company
3. Mrs. Vilai Chattanrassamee
Master of Public Administration
M.B.A., Thammasat University
Director Training Program
o
o
Chulalongkorn University
West Coast Engineering Company Limited Supervisor - Production Planning Department,
& Administration) Age : 42 years
o
o
Division (Human Resources
Education
and Acting Managing Director, 1991 - 1992
Toyota Motor Thailand Company Limited
6. Mr. Prueng Piyachart
Education o
8. Mr. Nava Chantanasurakon
Bank of Asia Public Company Limited
Education
o
Remark : Mr. Vorathep Chotinuchit was
Thai Institute of Directors Association
Work Experience o
Vice President, Sahaviriya Steel Group Company Limited
Directors Certification Program (DCP 18/2002),
B. Eng. (Production Engineering),
Director Training Program o
Work Experience
Work Experience
Technology Thonburi o
Master of Comparative and International Law, University of IOWA, U.S.A.
M.B.A., American University of Hawaii, U.S.A.
- Manufacturing Division Education
o
o
Senior Vice President Age : 43 years
Education
2000 - 2007
Education
o
Assistant Vice President - International
Chief Financial Officer, Grammy
Capital Market Academy Leadership Program 1996 - 1998
Work Experience o
Directors Certification Program (DCP 19/2002),
Directors Certification Program (DCP 13/2001),
M.B.A., Sasin Graduate Institute of Business 1998 - 1999 Administration, Chulalongkorn University
Director Training Program o
Thai Institute of Directors Association
Bachelor Industrial Engineering, Keio University, Tokyo, Japan
o
DCP Refresher Course 2/2006,
M.S. (Accounting), Thammasat University
Vice President - Commercial Division 3
appointed as Assistant Vice
Age : 51 years
President for Human Resources & Administration Division
Education o
Remark : Mr. Nava Chantanasurakon was
B. Eng. (Mechanical Engineering), Kasetsart University
27
on March 6, 2007.
9. Mr. Chartchai Pomloy
13. Mr. Kittisak Mapanao Assistant Vice President
Assistant Vice President
- Commercial Division 1
- Manufacturing Division
- Manufacturing Division
Age : 41 years
(Engineering Project)
(Planning & Logistic Operations)
Education o
o
Age : 41 years
B. Eng. (Mechanical Engineering),
Education
Khonkaen University
o
M.B.A., Ramkhamhaeng University
Age : 45 years Education
B. Eng. (Industrial Engineering),
o
1989 - 1992
Work Experience 1991 - 1992
Petroleum Authority of Thailand
o
o
- Commercial Division 2
Assistant Vice President
Age : 45 years
- Manufacturing Division (Operations 1)
Chulalongkorn University
o
M.B.A., Thammasat University
Assistant Vice President - Finance & Accounting Division (Accounting)
1989 - 1992
Age : 38 years Education
Production Engineer, Siam Fiber Cement
o
Company Limited
Work Experience
11. Ms. Wanna Tungcharoenching
o
Assistant Vice President
Manager, Sahaviriya Steel
Age : 49 years
- Manufacturing Division
Industries Public Company Limited
(Maintenance & Utility)
M.B.A., Ramkhamhaeng University
18. Mr. Vuthi Asvasermcharoen
Age : 44 years Education
1995 - 2005
o
Assistant Vice President
B. Eng. (Mechanical Engineering),
- Finance & Accounting Division (Finance)
Slab Procurement Department Manager,
King Mongkut’s University of
Sahaviriya Steel Industries
Technology Thonburi
Education
M.B.A., Rangsit University
o
Public Company Limited
o
Age : 40 years
Work Experience
12. Mr. Thinnakorn Phadungwong Assistant Vice President
Pennsylvania, U.S.A.
2000 - 2002
Work Experience
Engineering and Maintenance
2001 - 2004
Department Manager, National Fertilizer
o
Age : 40 years
Public Company Limited
B. Eng. (Industrial Engineering), Kasetsart University
o
o
o
Vice President, Heavy Industries Lending, Corporate Banking, Bangkok Bank
1995 - 1999
Public Company Limited
OFF Site and Utility Division Manager,
1997 - 2001
National Fertilizer Public Company Limited
o
Vice President, Business Development
Master’s Degree of Metallurgical Engineering,
Division, Electricity Generating
Chulalongkorn University
Public Company Limited
Work Experience 2000 - 2004 o
M.B.A., Indiana University of
- Manufacturing Division (Operations 2) Education o
Management Accounting Department
- Commercial Division 3 (Slab Procurement)
Work Experience o
M.B.A., Dhurakijpundit University
1997 - 2002
15. Mr. Somkiat Panichkul
Education o
Industries Public Company Limited
Khonkaen University
1996 - 1999
Assistant Vice President
Department Manager, Sahaviriya Steel
B. Eng. (Industrial Engineering),
Work Experience o
Production Planning and Control
17. Mr. Narongrit Chotnuchittrakul
Age : 42 years Education
Sales Manager, Lock Focus Company Limited
1996 - 2005
14. Mr. Soonthorn Wasansaerekul
Work Experience o
Work Experience o
B. Eng. (Mechanical Engineering),
M. Eng. (Engineering Management), Kasetsart University
Industrial Engineer, Hana Coil Company Limited
o
Technology Thonburi o
10. Mr. Wera Kosacarn
Education
B. Eng. (Production Engineering), King Mongkut’s University of
M.B.A., Chulalongkorn University
Gas Separation Plant,
Assistant Vice President
o
Khonkaen University
Work Experience o
16. Mr. Thavorn Cananub
Assistant Vice President
Metallurgy & Quality Assurance Manager, Sahaviriya Steel Industries Public Company Limited
28
Sahaviriya Steel Industries Public Company Limited
19. Mr. Srijarong Bandhaya
1996 - 2005
- Human Resources &
o
Administration Division Age : 48 years
o
Chief, Internal Audit Office, Secretary to
Project Manager, Electronic Data System
the Audit Committee and Secretary to
(Thailand) Company Limited
the Good Corporate Governance
Remark : Mr. Matee Rattanasoontorn
Age : 52 years
M.P.A., National Institute of Development
Vice President for - Information
Education
Administration (NIDA)
Technology Division on
o
M.B.A., Dhurakijpundit University
November 1, 2007.
Director Training Program
Work Experience 1993 - 1994 o
Committee
was appointed as Assistant
Education o
25. Mrs. Wannee Sirikanchana
Work Experience
Assistant Vice President
o
22. Mr. Visidha Anuttra
General Administration Manager,
Assistant Vice President,
Sahaviriya Plate Mill Company Limited
Corporate Policy & Coordination Office
Remark : Mr. Srijarong Bandhaya was
Education
of Vice President for General
o
Administration Division at Thai
Work Experience
Cold Rolled Steel Sheet PLC
1997 - 2003
on August 1, 2007.
o
Association o
Thai Institute of Directors Association
M.B.A., Northeast Louisiana University, U.S.A.
1988 - 1998 o
The Stock Exchange of Thailand
26. Mr. Surasak Ngamsidhiphongsa
Public Company Limited
Assistant Vice President - Corporate Secretariat Office,
23. Mrs. Ninlawan Sivapuchpong Assistant Vice President,
the Board of Executive Directors and
Age : 45 years
Corporate Affair Office
Secretary to the Nomination Committee
Age : 51 years
Master of Business Administration,
Education
Burapa University
o
Work Experience
2001 - 2007
1981 - 2004
Training & Development Manager,
o
Sahaviriya Steel Industries
Age : 48 years Education
M.B.A., Thammasat University
Work Experience o
Company Secretary, Secretary to
Division (Training & Development) Education o
o
Remark : Mr. Kanok Aroonrasamesopa
Public Affairs Manager, Siam City Cement o
24. Mr. Ongkarn Srivichit
o
M.P.P.M., National Institute of Development Administration (NIDA) Barrister-at-law, Institute of Legal Education
was appointed as Assistant Vice
Assistant Vice President,
Thai Bar Association
President for - Human Resources
Corporate Planning Office
Director Training Program
Age : 44 years
o
& Development) on November 1,
Education
2007.
o
21. Mr. Matee Rattanasoontorn
1996 - 2006
- Information Technology Division
o
Age : 41 years
Association o
Work Experience
Assistant Vice President
Directors Certification Program (DCP 15/2002), Thai Institute of Directors
M.S. (Engineering), University of Missouri Columbia, U.S.A.
Company Secretary Program (CSP 5/2004), Thai Institute of Directors Association
Senior Vice President, Electricity Generating Public Company Limited
Education
Work Experience 1988 - 1993 o
B. Eng. (Mechanical Engineering),
Deputy Secretary to the Board of Directors, Siam Realty and Services Company Limited
Kasetsart University
1985 - 1993
M. Eng. (Engineering Management),
o
Pennsylvania State University, U.S.A. o
LL. M. (Business Law), Ramkhamhaeng University
Public Company Limited
& Administration Division (Training
o
M.A. (Economic Law), Chulalongkorn University
o
Public Company Limited
o
Vice President - Internal Audit Department,
Financial Director : Accounting &
Assistant Vice President - Human Resources & Administration
Audit Committee Program (ACP 5/2005),
Work Experience
Financial Department, LPN Plate Mill
20. Mr. Kanok Aroonrasamesopa
Directors Certification Program (DCP 13/2001), Thai Institute of Directors
Age : 52 years
assigned to take a position
M.S. (Accounting), Thammasat University
Senior Analyst, Bank of Ayudhya Public Company Limited
M. Eng. (Industrial Engineering), Lamar University, Beaumont, Texas, U.S.A.
29
Organization Chart Board of Directors
Board of Executive Directors
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○
○
○
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○
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○
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President Internal Audit Office Executive Vice President
Finance & Accounting Division >> Corporate Finance Dept. >> Financial Accounting Dept.
Human Resources &
Commercial Division
(1)
>> Management Accounting Dept.
Admin. Division
>> Domestic PO - 1 Prime Quality Dept.
>> Human Resources & Admin. Dept. (BKK)
>> Domestic PO - 2 Prime Quality Dept.
>> Training and Development Dept. (BKK)
>> Domestic PO - 3 General Quality Dept.
>> Cost Accounting Dept. (Plant)
>> Human Resources & Admin. Dept. (Plant)
>> Domestic Market A1 Dept.
>> Training and Development Dept. (Plant)
>> Domestic Market B1 Dept.
(2)
>> Domestic Market B2 Dept. >> Domestic Market B3 Dept. >> Shipment Dept.
Operations 1
>> Sales Supporting Dept. >> HSM Production Dept. >> Export A Dept. >> Operation Technology Office
>> Export B Dept. (3)
>> Export PO Dept. >> Shipping Document Dept. >> Slab Procurement Dept.
30
○
○
○
Sahaviriya Steel Industries Public Company Limited
Nomination Committee Remuneration Committee ○
○
○
○
○
Audit Committee Office of the Chairman >> Corporate Secretariate Office >> Corporate Special Affairs Office
Office of the President >> Corporate Affairs Office >> Corporate Policy & Coordination Office >> Corporate Planning Office >> BKK Executive Office
Manufacturing Division
>> Purchasing Department >> Information Technology Office
Safety & Environmental Office
Operations 2
Process Control &
Planning & Logistic
Automation System
Operations
>> Metallurgy & Quality Assurance Dept.
>> Process Control Dept.
>> PO Production Dept.
>> Automation System (HSM) Dept.
>> HFL Production Dept.
Maintenance & Utility
Engineering Project
>> Production Planning & Control Dept.
>> Electrical Maintenance Dept.
>> Engineering Development Office
>> Slab & Coil Yard Dept.
>> Mechanical Maintenance Dept.
>> Plant Executive Office
>> Automation System (Others) Dept.
>> Utility and Fluid Dept.
>> Research & Development Dept.
31
>> Project Management Office
Safety, Occupational Health, and Environmental Activities
SSI is, furthermore, aware of the growing world-wide importance of climate change, and the impact that burning the fossil fuels needed for industrial development has had in increasing gases that produce the greenhouse effect and global warming. In view of how these changes could affect every living thing on Earth, the Company recognizes its responsibility to reduce its own ecological footprint, and has initiated a number of programs to translate this awareness into practice.
The Environment and Natural Resource Utilization Management The Company’s activities on the environment and natural resource utilization management are the following:
1. Waste Water Treatment The Company produces two types of waste water: production and non-production waste water. Both types are treated at relevant standards and regulations and then recycled for further use in production. Over the years, the Company has been successful in both recycling its waste water from production and maintaining zero discharge of waste water.
2. Air Emission Management SSI is fully aware of the air pollution produced by the heating fuel used in production. Thus the Company has established a number of measures to SSI is committed to sustainable business
control its emissions and to treat the air mist from the
development that are not only driven to profits, but also
hydrochloric acid treatment station by capturing the
emphasized on plant safety, operational safety, and the
acid with water, for recycling, at the hot-rolled steel
occupational health of employees. Importantly, the
sheet plant. As a result of these measures, SSI’s
Company has a strong commitment in preventing
emission index is well below the standard permitted
and controlling the impact of its operations on the
by government regulations.
environment, which may have the effect on neighbouring communities, as well as employing an efficient management of natural resources in the ways that optimize its worth and benefit. 32
Sahaviriya Steel Industries Public Company Limited
3. Solid Waste Management
Company’s operations, especially those related to the
SSI gives precedence to solid waste recycling,
environment, to communities and general public.
and therefore applied the pollution reduction at source
SSI also organized environmental-related activities
and the recycling principles to the Company’s solid
in the community, such as a youth environmental
waste management. As a result, SSI was able to
awareness camp, with the schools and teachers in the
reuse its waste, or sold the waste as raw materials
area. The camp’s objectives create environmental
for other types of production. The Company prides
and natural resource awareness, and promote
itself on its effective reduction of waste that would
understanding regarding ways to conser ve the
otherwise negatively impact the environment.
environment and to protect natural resources in the area. The program was very successful and was strongly supported by the local communities.
4. Energy Conservation and Reduction of Resource Use
Climate Change Effect Management
Since 1996, SSI has participated in an energy conser vation program with the Depar tment of
As one of Thailand’s large steel producers, SSI
Alternative Energy Development and Efficiency. Due
recognizes the seriousness of climate change, and has
to the support of the management, the hard work of
taken steps to reduce the Company’s own contributions
Company subcommittee, and serious attention to the
to such change. These projects and activities fit well
suggestions provided by operations-level staff, the
with SSI’s commitment to developing society and the
Company has succeeded in reducing its energy and
environment, and are part of the corporate vision, which
natural resource consumption. This success was
is to become “Market Leader of High-Grade Steel
prevented in 2006 when SSI received the Prime
Sheets in ASEAN, Creating Sustainable Value for
Minister’s Industry Award for Energy Management
Stakeholders.”
in 2006. ▲
5. EIA Monitoring and Ambient Quality Monitoring
Production Efficiency Improvement SSI consistently works to improve the efficiency
SSI strictly and consistently complies with
of its production processes, with particular emphasis
measures to reduce its environmental impact and
on efficient consumption of energy. Since 1999,
monitor environmental quality, as prescribed in the
altogether 36 programs have been implemented and
Company’s environmental impact analysis report.
these programs have resulted in substantial reduction
During the past year, the results revealed that there
of energy consumption. At present, the Company’s
were no infringements of environmental standards.
annual use of fuel is 40 million litres lower, and its
With regards to the inspection result and operational
consumption of electricity is also down by more than
measures, the Company is in close consultation with
30 percent, compared to the years prior to these
the government agencies in charge to ensure that its
improvements. If these changes are reckoned in terms
environmental management is strictly controlled and
of carbon dioxide emissions caused by production,
inspected by the related government agencies.
the result is a drop of 485,162 tonnes. Beginning in 2006 and continuing in 2007,
6. Environmental Communication and Activities
the Company has been conducting a study of how to
in the Communities
recover waste heat from its furnaces for reuse in
SSI has established a Subcommittee to
generating electricity and producing steam. This waste
publicize environmental information about the
heat recovery would be of great help in reducing 33
▲
energy consumption and the production of greenhouse gases.
Appointment of Responsible Unit and
Participation
in
Programs
with
Outside
Organization ▲
Production Process Control
In 2007, the Company established a working
In production process, SSI focuses on
group on climate change management that would be
production planning in ways that make most efficient
the main body responsible for managing relevant
use of energy and resources. Consumption of fuel and
projects and objective plans. Besides this, SSI took
energy are constantly being reduced, thus lowering
part, along with other organizations, in a number of
greenhouse gas emissions. The concrete results
projects and campaigns related to greenhouse gas
achieved to date highlight the Company’s goals in
reduction, including: ▲
this matter and provide motivation for further efforts.
Joint signing of a memorandum of understanding regarding reduction of energy use
▲
Waste Management Policy
in the steel industr y, campaigning for
Besides reducing energy consumption, the
reduction of greenhouse gas emissions, and
Company is striving to cut down on all sorts of waste
development of a sustainable steel industry,
production that requires unnecessary consumption of
with the Federation of Thai Industries, the
energy. The steps of these efforts are reduce waste
Iron and Steel Institute of Thailand, and
from production, reuse such waste materials in the
a group of steel producers. ▲
production process, and recycle by converting waste
Participation in the strategic development
materials into forms that help eliminate the burning
plan on greenhouse gas management in
of fossil fuels. Dumping waste materials in landfills
the industrial sectors project, with the
should be the last option for the Company’s waste
Department of Industrial Works. ▲
management practices.
Participation in the Life Cycle Assessment
These waste management practices are an
environmental database development
important part of the Company’s waste management
program for midstream and downstream
policy. Reusing, recycling, and converting waste
steel production, with the Iron and Steel
materials as raw materials for other types of
Institute
production or as substitute energy sources form vital
Environment Institute, the National Metal
elements in the Company’s waste management policy.
band Materials Technology Centre, and
By these means, optimum benefit is obtained from any
the National Science and Technology
waste produced. In addition, SSI carefully considers
Development Agency. This program will
its choices in selecting suppliers of waste management
enable the Company to obtain data that can
services. They must be legally qualified and capable of
enhance the efficiency of its energy use and
managing waste without affecting the environment as
effectively reduce the life-cycle pollution
well as their waste management process must comply
caused by its products.
of
Thailand,
the
Thailand
with the Company’s waste management policy.
Safety and Occupational Health Activities SSI believes that work-related accidents, injuries, and illnesses are preventable through the full cooperation of all parties in the organization. A Safety, 34
Sahaviriya Steel Industries Public Company Limited
in its safety and occupational health management, which was certified by TIS 18001 standard. During the past year, the Company has engaged in the following related activities: 1. reviewed risk assessments and dangers, produced and reviewed operational procedures and analyses of operational safety for every department, as well as determined measures of control. 2. improved standards of safety and occupational health. 3. upgraded emergency and evacuation plans, constructed emergency scenarios, examined equipment for emergencies, and conducted specific-area rehearsal and plant-wide annual rehearsal. 4. improved in-plant firefighting equipment, examined equipment for the new expansion area and prepared it for installation in compliance with relevant regulations and standards. 5. established subcommittees to look after areas vulnerable to fire. 6. consistently examined and assessed the safety of the plant in terms of the site itself, its equipment, and its operations under the Safety Patrol Project. 7. communicated safety issues through electronic newsletter, safety lessons, and news to the Company’s employees, and all parties involved, both inside the plant and outside. Occupational Health, and Workplace Environment
8. organized exhibits, seminars, performances, and
Committee has been established, consisting of
quiz-type competitions with prizes, concerning
representatives from employees and executives, to act
safety, occupational health, and the environment
as a leader in safety and occupational health activities.
(SHE Week), for employees and the general
The Safety and Environmental Office, comprising five
public to see and take part in. The purpose of these
safety officers at professional level, serves as a
events was to educate all parties concerning the
support team. In addition, the Company has provided
importance of safety, occupational health, and the
training for 245 safety officers at the supervisory level
environment. 9. ran a campaign to wear safety helmets for off-site
and 50 safety officers at the executive level across all
safety.
divisions of the Company. This network works together to look after the Company’s safety and occupational health issues, and has enabled SSI to achieve efficiency
35
Corporate Social Responsibility
Building the Community Together ▲
Educational Development Education is an essential tool in the development
of the nation’s human resources. SSI is well aware that true learning cannot take place without considering the educational system and contributing to its physical potential, such as buildings, equipment, and teaching materials, and its potential in personnel, by enhancing the effectiveness of teachers and other educational staff. With these two factors, the students nourished in such a system can support community development and ensure the nation’s future prosperity. For these reasons, the Company co-operates with government agencies, such as the Regional Education Office for the Province of Prachuap Khiri Khan, and with officials involved in educational development, to promote and support the following programs: ▲
financial support for the ICT system at Bang
Saphan Witaya, as part of the program “One District One Dream School”, and development of ICT-supported learning at Ban Suan Luang School. ▲
financial support for hiring English and music
teachers for elementary students at Bang Saphan School, Ban Suan Luang School, and Ta Kam School. Sahaviriya Steel Industries Public Co., Ltd. ▲
operates on the belief that corporate stability and
organizing courses in professional development
for teachers and educational staff in Educational Area 1,
progress are not solely the result of striving for industrial
Prachuap Khiri Khan.
excellence, but must take place in parallel with our ▲
commitment to strengthening society. We recognize that
organizing educational seminars in the teaching
of Thai, mathematics, and art to teachers in the district
during every moment of our lives we have an obligation
of Bang Saphan and surrounding districts.
to improve living standards, preserve our environment, ▲
and look after our community. Indeed, our responsibili-
granting annual scholarships to 251 students,
and 6 scholarships in Bachelor’s Degree studies for
ties to the community’s well-being and improvement
graduates from Bang Saphan Witaya. ▲
exist in many dimensions simultaneously - in education, in career and income development, in promoting health,
holding an annual painting contest with scholar-
ships as prizes for students from 43 schools in Bang
culture, and quality of life, and in rehabilitating our
Saphan District. ▲
natural environment. In 2007, SSI was active in all these fields, including the following programs:
arranging for an annual summer ar t and
knowledge camp for children and youths from all the schools in Bang Saphan District.
36
Sahaviriya Steel Industries Public Company Limited
▲
▲
financial support for a “fast math” or metal
Promoting Health, Hygiene, and Cultural
Stability
arithmetic contest featuring contestants from the
Another factor contributing to society’s progress
districts of Bang Saphan, Bang Saphan Noi, and Thap
is the good health of community’s members. SSI regards
Sakae, Prachuap Khiri Khan Province.
activity and education in health and hygiene as another ▲
important part of its mandate to help community
Occupational and Income Improvement Social stability is based on people’s livelihoods
members of all ages, along with its efforts to maintain
and peaceful cohabitation among all sectors in the
the most beautiful aspects of local culture, including
community. Each household must have adequate
religion and customs. These elements play a vital role in
income to support itself and offer assistance to others.
calming and strengthening society in a sustainable
SSI recognizes the need ever y household has
fashion. During 2007, the Company engaged in a
for employment, better living standards, and more
number of activities related to health and culture: ▲
capability and knowledge for producing goods,
established a program offering health knowledge
particularly in the way of agriculture, that can help
and physical examinations based on age groups, namely
increase family incomes.
the elderly, adults, and teenagers, together with Bang Sapan District’s hospital and health units.
Besides supporting career development, SSI
▲
encourages environment-friendly agriculture that
financially supported sports competitions and
anti-drug programs in communities.
preserves the ecological balance and local production
▲
by communities. The Company co-ordinates these
organized national holidays to strengthen culture,
namely Elders’ Day, Mother’s Day, and Father’s Day.
activities with local agencies such as the District
▲
Agricultural Office, the Land Development Station,
supported religious activities organized by
various religious institutions in the community.
and the Community Development Office of Prachuap
▲
Khiri Khan Province. Among the programs implemented
organized annual katin and pa pa samakki
festivals, together with the Company’s executives and
during 2007 were: ▲
staff, at local temples.
a seminar on agricultural technology for the main
▲
cash crops of Bang Saphan.
supported the construction and restoration of
▲
local religious buildings.
a program for villages to produce toxin-free crops,
according to Sustainable Economy guidelines. ▲
▲
support for demonstration farm plots in the
Environmental and Natural Resources
Conservation
community. ▲
In view of the manifold relationships between
training in production based on utilizing agricul-
human life and nature, one of SSI’s main obligations is to
tural waste materials. ▲
conduct its business with respect and responsibility for
organizing school garden projects.
nature and the environment. The Company takes care, therefore, to ensure that its operations and production processes conform to environment-friendly standards.
37
Participating schools allow their students to learn this
Group, governament and private-sector agencies, and
new cultivation technology and apply it to actual
local communities to strengthen environmental a
situations, giving them the experience they need to make
wareness and thereby preserve and restore the
this an alternative occupation in future. The crops thus
community’s natural habitats. Among such activities, SSI:
grown are also toxin-free and therefore serve as food
organized a program to conserve and develop
for the students and a means of gaining extra income
▲
It also works with other companies in the Sahaviriya
th
His Majesty’s 80 - Anniversary Mae Rampeung
for themselves and the school. The knowledge obtained
Forest Reserve and Pa Klang Ao Park and build a study
in this way, moreover, can become a model of modern
trail through the mangrove forest.
agriculture for local farmers. The Company donated these hydroponic farms to two schools in the area, namely
activities on August 12, Her Majesty the Queen’s
Rajaprajanugroh School 27 in Nong Khai and
birthday.
Rajaprajanugroh School 33 in Lop Buri.
▲
organized Bang Saphan Beach conservation
▲
organized
mangrove
reforestation
and ▲
repopulation activities by releasing crabs and prawms
The Poetry, Art, and Music Circle At Rajaprajanugroh schools, knowledge and
held an annual Young Conservationists Camp
inspiration from artistic performances are available to
for elementary school students in Bang Saphan District.
children who have an interest in the arts and aim to
▲
in celebration of His Majesty’s birthday on December 5.
expand their horizons. Renowned artists and educators
Building Society Together as a Force in National Development
in art, including figures such as Achan Naowarat Pongpaibun, National Artist, Achan Paiwarin Kaongam,
SSI is doing much more than just strengthening
SEA Write poet, Achan Paiboon Chukiet Chataisong,
the communities surrounding its plant site. The Company
and Achan Tammareuangrit, are invited to teach and
is dedicated to marshalling its forces for social develop-
help students train, grow, and share their experiences.
ment at the national level as well. The Company’s main ▲
targets in this mission are the weakest members of
“Art as Inspiration”
society, namely disadvantaged children and youth. It is
This art program is for disadvantaged and
these people who will grow up one day to become
socially marginalized children. Its purpose is to encour-
formidable powers in the life of the nation, thereby
age children to use art to express themselves and be
contributing to social development in the long term.
creative, with all the advantages such an approach
SSI engaged in a number of programs focused on
can have for personal therapy and developing concen-
these issues during the past year:
tration-based skills. The Company organizes this program as a joint effort with various agencies responsible for
▲
children, including Mahamek and Pak Kret Orphanages
Modern Farming: SSI Teams up with the
Rajaprajanugroh
for Boys, Tanyapon and Ban Rachawiti Holding Centres
This hydroponic farm program raises crops for
for Girls, Ban Kru Noi Foundation for Children, and
donation to the Rajaprajanugroh under Royal Patronage.
Settasatien School.
38
Sahaviriya Steel Industries Public Company Limited
▲
The “Art as Inspiration” Pictorial Contest: From
SSI with Love Children participating in the “Art as Inspiration” program are encouraged even further by entering their work in this art contest. The event is an opportunity for the disadvantaged and socially marginalized to participate in society and display their skills in a constructive, creative way. By taking part, these children discover their hidden talents and find ways to develop artistic skill and self-confidence. The contest is also honoured with the participation of national artists and educators, who share their knowledge and skills in the arts.
▲
SSI Scholarships for Phra Da Bos Instructors This program offers scholarships to novices who
have completed their education so that they can pursue their studies at higher levels. Upon graduation, these recipients can then return to the Phra Da Bos Foundation as teachers or department heads and train a new generation of novices. This continuing scholarship program can produce ten instructors over four years at the Master’s, Bachelor’s, or College Degree level.
Today, we at Sahaviriya Steel Industries Public Co., Ltd. are proud of our ability to make returns to those around us by building better lives for our communities and society. We are firmly committed to this task of taking responsibility for the betterment of our social environment and the prosperity of our nation, far into the future.
39
General Information
Companyûs Name, Location, and Type of Business Name
: Sahaviriya Steel Industries Public Company Limited
Abbreviation
: SSI
Company Registration No.
: 0107537000688
Web Site
: http://www.ssi-steel.com
Type of Business
: Manufacture and sale of hot rolled coils, with maximum capacity of 4 million tonnes per year and hot rolled coils picked and oiled, with maximum capacity of 1 million tonnes per year. Both projects receive promotional privileges granted by the Board of Investment (BOI).
Location Head Office
: 2nd - 3rd Floor, Prapawit Building, 28/1 Surasak Road, Silom, Bangrak, Bangkok 10500 Tel. 0-2238-3063-82 Fax 0-2236-8890, 0-2236-8892
Plant Office
: 9 Moo 7, Ban Klang Na - Yai Ploy Road, Mae Rumphueng, Bang Saphan, Prachuap Khiri Khan 77140 Tel. 0-3269-1403-5, 0-3269-1412-5, 0-3269-1419-20 Fax 0-3269-1421
Type and Number of Share Registered capital
13,101,500,000
consisting of
1,310,150,000
Baht ordinary shares at Baht 1 each
Paid-up capital
13,101,280,000
Baht
consisting of
13,101,280,000
ordinary shares at Baht 1 each
Name, Head Office Location, Type of Business, Number of Issued and Paid-up Shares in Subsidiaries (more than 10% of total shares) and Shareholdings
Name and Address
West Coast Engineering Co., Ltd. 3rd Floor, Prapawit Building, 28/1 Surasak Road, Silom, Bangrak, Bangkok 10500 Tel. 0-2238-3063-82 Fax 0-2236-8890, 0-2236-8892
Type of Business ▲ Maintenance
Registered Capital (Baht) ▲ 75,000,000
and engineering services
40
Par Value (Baht) ▲ 10
Paid-up of Ordinary Shares Issued and Paid-up (Shares) ▲ 7,500,000
Shareholding (%) ▲ 99.99
Sahaviriya Steel Industries Public Company Limited
Name and Address
Prachuap Port Co., Ltd. 6th Floor, Prapawit Building, 28/1 Surasak Road, Silom, Bangrak, Bangkok 10500 Tel. 0-2630-0323-32 Fax 0-2236-7046
Thai Cold Rolled Steel Sheet PLC 5th Floor, Prapawit Building, 28/1 Surasak Road, Silom, Bangrak, Bangkok 10500 Tel. 0-2630-0300 Fax 0-2630-0320-2
Type of Business ▲ Deep sea port
Registered Capital (Baht)
10
Paid-up of Ordinary Shares Issued and Paid-up (Shares) ▲ 40,000,000
10
1,070,300,000
Par Value (Baht)
▲ 400,000,000
Manufacture 10,703,000,000 and sale of cold rolled steel sheet in coils
▲
References ▲
Share Registrar: Ordinary shares
Thailand Securities Depository Co., Ltd. The Stock Exchange of Thailand Building, 62 Ratchadaphisek Road, Klongtoey, Bangkok 10110 Tel. 0-2229-2800, 0-2229-2888 Fax 0-2359-1259
:
Bank of Ayudhya PLC 1222 Rama III Road, Bangpongpang, Yannawa, Bangkok 10120 Tel. 0-2296-2988, 0-2296-4769 Fax 0-2683-1278, 0-2683-1297
Trustees
:
Thai Military Bank PLC 393 Silom Road, Silom, Bangrak, Bangkok 10500 Tel. 0-2230-5479 Fax 0-2266-9779
Auditors
:
Miss Thipawan Nananuwat C.P.A. Registration No. 3459 Mr. Sophon Permsirivallop C.P.A. Registration No. 3182 Mr. Narong Puntawong C.P.A. Registration No. 3315 Miss Siraporn Ouaanunkun C.P.A. Registration No. 3488 Ernst & Young Office Limited 33rd Floor, Lake Rajada Office, 193/136-137 Ratchadaphisek Road, Klongtoey, Bangkok 10110 Tel. 0-2264-0777, 0-2661-9190 Fax 0-2264-0789-90, 0-2661-9191
Corporate Secretary
:
Mr. Surasak Ngamsidhiphongsa Assistant Vice President - Corporate Secretariat Office Tel. 0-2238-3063-82 Fax 0-2236-8892 E-mail: surasakn@ssi-steel.com
▲
:
Debentures
41
Shareholding (%) ▲ 51
18.78
Financial Highlight
(Unit: Million Baht) Financial Information from Consolidated Financial Statements:
2007 ▲
2006 ▲
2005 ▲
Total Assets
36,554
44,518
51,316
Total Liabilities
13,139
24,491
33,706
Total Shareholders’ Equity
23,415
20,027
17,610
Revenues from Sales
28,363
35,207
36,012
281
214
276
28,957
35,904
36,427
2,386
2,611
3,084
95
142
1
916
2,690
Revenues from Services Total Revenues Gross Profit from Sales Gross Profit from Services Net Income (Loss)
Financial Ratio:
(1,536)
2007
2006
2005
▲
▲
▲
Net Profit Margin
(%)
3.16
7.49
(4.22)
Return on Equity
(%)
4.37
14.91
(8.49)
Return on Assets
(%)
2.26
5.62
(3.50)
Debt to Equity Ratio
(Times)
0.58
1.27
2.00
Earning (Loss) per Share
(Baht)
0.07
0.21
(0.12)
Book Value per Share
(Baht)
1.73
1.47
1.28
42
Sahaviriya Steel Industries Public Company Limited
Key Data of “SSI” Stock
2007 ▲
2006 ▲
2005 ▲
Closing Price (End December)
(Baht)
0.81
1.05
1.11
High
(Baht)
1.19
1.46
3.24
Low
(Baht)
0.81
0.85
1.07
Average Price
(Baht)
1.02
1.20
1.98
Number of Shares
(Million Shares)
13,101.28
13,101.28
13,101.28
Par Value
(Baht)
1.00
1.00
1.00
Average Daily Turnover (Volume)
(Million Shares)
10.78
28.38
33.20
Average Daily Turnover (Value)
(Million Baht)
11.02
34.01
65.80
Market Capitalization (End December)
(Million Baht)
10,612.04
13,756.34
14,542.42
Foreign Limit
(%)
49.00
49.00
49.00
Foreign Owenership (End December)
(%)
20.37
21.12
21.73
Free Float(1)
(%)
33.41
41.01
45.44
P/E Ratio (End December)
(Times)
11.57
5.00
n/a
Dividend per Share
(Baht)
-
-
-
Dividend Yield
(%)
-
-
-
(1)
As of the date on which the Company’s share register was closed for the purpose of annual general meeting of shareholders.
43
Nature of Business Operations
The Company’s products are ▲
Hot-rolled coils (HRC), with width between 750 - 1,550 mm and thickness between 1.0 - 19.0 mm. The Company completed the project to expand its HSM capacity to 4 million tonnes per annum in February 2005. Apart from increase productivity, the project also enhances the Company’s product range from thickness of 1.2 - 13.0 mm to 1.0 - 19.0 mm, improves overall quality level and reduces production cost. SSI is one of only a few manufacturers that can commercially produce the thinnest available hot-rolled coils of 1.0 mm. Moreover, in 2007, the Company succeeded in producing the thinnest hot rolled coils of 0.87 mm, and is now developing the said product for commercial production.
▲
Hot-rolled coils picked and oiled (HRC P/O), also known as “CleanStrip”, with width between 750 - 1,550 mm and thickness between 1.2 - 6.5 mm, which is high-grade flat steel used in the high-end markets including automotive and appliances industries. The commercial production of this product was started since May 2004.
In 2007, 83 percent of the Company’s products Sahaviriya Steel Industries PLC, or SSI, was
were sold to local customers for direct use in automo-
established in 1993 as Thailand’s first manufacturer of
biles and parts, gas cylinder, steel structures, steel
hot-rolled steel sheet in coils (“HRC”) with an initial
pipe, and home appliances industries, and for further
investment of more than Baht 13,300 million. SSI’s
process in the down-stream industries such as
facility is acknowledged as the modern and largest
cold-rolled steel sheet industry, whereas the remaining
stand-alone hot strip mill in Southeast Asia, with
17 percent were exported to oversea markets.
capacity of 4.0 million tonnes per year for HRC, and up The Company has the strategic investments in
to 1 million tonnes per year for HRC pickled and oiled.
the potential projects as follows:
Both plants are located in Bang Saphan District of
▲
Prachuap Khiri Khan Province, which is 400 kilometers
Thai Cold Rolled Steel Sheet Public Co.,
from Bangkok on the western coast of the Gulf of
Ltd. (TCRSS), Thailand’s first cold strip mill
Thailand and is considered to be one of the best
with an annual production capacity of 1.2
strategic sites in Thailand for integrated steel making
million tonnes, produces cold-rolled steel
business.
sheet in coil using SSI’s high-quality hotrolled coil as feedstock.
44
Sahaviriya Steel Industries Public Company Limited
▲
Thai Coated Steel Co., Ltd. (TCS),
four barges of 2,200 DWT at the same time.
ASEAN’s first electro-galvanizing mill with
The port is considered as the most impor-
an annual production capacity of 240,000
tant infrastructure for steel industry, allowing
tonnes, further galvanizes cold-rolled steel
bulk cargo shipment of steel raw materials
sheet with advanced electrolytic process
and finished products and thus low and
into zinc-coated steel sheet for high-end
competitive transportation costs. ▲
application.
West Coast Engineering Co., Ltd. (WCE),
▲
Prachuap Port Co., Ltd. (PPC), the
an engineering company specialized in
deepest privately-owned commercial seaport
catering to steel industries, provides
in Thailand, operates 4 commercial ports
maintenance and engineering services as
including (1) Por t A, with width of 25
well as engineering design.
meters, length of 450 meters, depth of 15 meters MSL, capable of accommodating
With these strategic investments, SSI is the
two vessels up to 100,000 dead-weight
only vertically-integrated steel sheet producer (from
tons (“DWT”) at the same time, (2) Port B,
midstream to downstream) in Thailand, with ability
with width of 25 meters, length of 245
to deliver its products at competitive cost and with
meters, depth of 8 - 12 meters MSL,
stability and efficiency in its supply chain management.
capable of accommodating two vessels of 20,000 DWT at the same time, (3) Port C,
Sahaviriya Steel Industries PLC is now building
with width 50 meters, length of 892 meters,
on its premier presence as market leader of high-grade
depth of 8 - 14 meters MSL, capable of
steel sheets in ASEAN, creating sustainable value for
accommodating two vessels of 80,000
stake-holders, based on its ideal location, technological
DWT, and three vessels of 20,000 DWT at
excellence, high-quality personnel, and effective
the same time, and (4) Port D, with width of
management toward good corporate governance
20 meters, length of 250 meters, depth of 8
as well as social, community, and environment
meters MSL, capable of accommodating
responsibility.
Revenue Structure 2007 Product / Service
Operated by
%
2006
Revenue
shareholding (Million by SSI
Revenue %
Revenue
(Million
Baht)
%
Baht)
▲
▲
2005
▲
(Million
%
Baht)
▲
▲
▲
35,205(1)
98.04
36,011(1)
▲
Hot Rolled Coils
Sahaviriya Steel Industries PLC
None
28,363(1)
97.95
Maintenance and
West Coast Engineering Co., Ltd.
99.99
132
0.46
46
0.13
53
0.15
Deep Sea Port
Prachuap Port Co., Ltd.
51.00
149
0.51
170
0.47
224
0.61
Other Revenues
Sahaviriya Steel Industries PLC
311
1.07
456
1.27
134
0.37
Prachuap Port Co., Ltd.
-
-
2
0.02
4
0.01
West Coast Engineering Co., Ltd.
2
0.01
25
0.07
1
98.86
Engineering Services
28,957 (1)
(1)
100.00
(1)
35,904
100.00
Including sales to Thai Cold Rolled Steel Sheet PLC in the amount of Baht 2,321 million, Baht 2,729 million, and Baht 3,544 million in 2007, 2006, and 2005 respectively.
45
(1)
36,427
100.00
Major Changes During the Year
Thailand steel consumption during 2007
Earlier, in April, the Company received ISO/IEC
decelerated due to sluggish economic condition in
17025:2005 certification for its laboratory tests from
the country, while the global steel industry underwent
the Thai Industrial Standards Institute, Ministry of
large-scale structural changes, such as consolidations
Industry. Next, in May, SSI won the 2007 Prime
among giant producers and China’s restrictions on
Minister’s Industry Award for Quality Management
exports. The latter development caused a tightening
from the Ministry of Industry. This was the second time
of raw material supplies and considerable price
this award was won, the earlier occasion being in 2002.
fluctuation. To reduce its exposure to this risk and
Apart from quality, SSI is equally determined to
ensure satisfactory profit margins, the Company
do well in energy consumption, safety, and the
applied careful management policies, namely
environment. Consequently, the Company was given
emphasis on sales with greater “metal spread”,
a National Award for Safety, Occupational Health, and
cautious procurement of raw materials, maintenance
Working Environment for the seventh consecutive year
of a sufficient level of inventory, reductions in produc-
(since 2001 - 2007). Finally, in September, SSI was
tion costs and operating expenses, and ongoing
granted the Outstanding Workplace Award in
improvements in production technology and human
Labour Relations and Welfare Benefits for the fifth
resource management. Among the major developments
consecutive year (since 2003 - 2007). ▲
at SSI during the year were the following: ▲
Marketing
Finance SSI has emphasized upon maintaining liquidity.
In 2007, the Company’s sales of hot rolled coils
In 2007, the Company raised its short-term trade
and hot rolled coils pickled and oiled amounted to 1.32
financing line by Baht 2 billion to Baht 29.275 billion
million tonnes. 83 percent of this output was sold in
by the end of the year. In addition, the Company is
Thailand, while 17 percent was exported. Total revenue
planning to enter into a just-in-time slab supply
from sales of hot rolled coils stood at Baht 27.738
agreement with its raw material suppliers and financial
billion, down 20 percent from the year before. The
institutions for the credit line of up to USD 250 million.
Company’s focus was on sales of products with a large
The commercial and financial conditions of this
margin rather than sheer quantity. This was due to the
agreement are presently being negotiated, with an
uncertainties of the domestic market and the volatility
initial amount for 2008 of USD 100 million under
of raw material prices. At the same time, higher freight
consideration.
costs caused the Company to reduce its proportion of
During the year, furthermore, the Company paid
exports and concentrate on those of its existing client
out dividends and appointed a new auditing firm.
base possessing high purchasing power and a need
At Board of Directors meeting number 2/2007 on
for high-grade steel products, which are located mainly
February 28, 2007 and the 18 th Annual General
in the Middle East and Southeast Asia.
Meeting of Shareholders on April 10, 2007 it was
▲
resolved that dividends be paid from the operational
Production
results of 2006 at Baht 0.025 per share and that Baht
Although the Company’s capacity utilization
134.5 million in profits be set aside for the legal
declined along with the lower volume of sales, SSI
reserve. Baht 327.5 million in dividends was paid out
continued to upgrade its production technologies in
to shareholders on May 9, 2007. At the meetings, it
ways that would add value to its products and
was also resolved that the auditing firm of Ernst and
strengthen its position as the Market Leader of
Young Office Ltd. be appointed as Company auditor
High-Grade Steel Sheets in ASEAN. As a result of
for the fiscal year of 2007 with the approval of the Audit
this determination, in November, SSI successfully
Committee.
produced its thinnest hot-rolled coil of only 0.87
▲
millimetres thick, making the Company the first to do so in Southeast Asia.
Investment At Board of Directors meeting number 7/2550
on December 3, 2007 it was resolved that the 46
Sahaviriya Steel Industries Public Company Limited
Company increase its investment in Thai Cold Rolled
subsidiary, which provides integrated maintenance and
Steel Sheet Public Co., Ltd. (TCRSS) by purchasing
engineering services as well as engineering design.
116,250,000 shares from minor shareholders, or 10.86
In 2007, WCE focused its marketing strategy on the
percent of TCRSS’s share capital, at no more than Baht
high-end segment. Among its major accomplishments
1.2 billion. On December 21, 2007, the Company
during the year were project management and steel
purchased only 107,199,840 shares at Baht 9.78 per
structural assembly for Thainox Stainless Public Co.,
share, amounting to Baht 1.048 billion, or 10.02
Ltd., Danieli of Italy, and DMS of France. Total revenue
percent of TCRSS’s share capital. As a result of this
amounted to Baht 432 million, of which Baht 135
investment, SSI’s shareholdings in TCRSS increased
million came from outside clients, up 60 percent from
to 201,012,340 shares, or 18.78 percent of the
the previous year. In 2006 total revenue amounted to
company’s share capital, as of December 31, 2007. This
Baht 459 million, with a net profit of Baht 33.17 million.
new shareholding was registered with the Department
Furthermore, WCE conducted research and
of Business Development, Ministry of Commerce, on
development studies on machinery parts that could
December 28, 2007.
substitute imports, reduce costs, and enhance the Company’s competitiveness.
Previously, at Board of Directors meeting number 3/2007 on April 5, 2007 and Extraordinary
In 2007, WCE received Thai Labour Standard
Meeting of Shareholders number 1/2007 on June 26,
Certificate: Basic Level (TLS 8001-2003) and two
2007 it was resolved that SSI purchase 335,790,500
awards: Outstanding Workplace for 2007 in Labour
shares in TCRSS from two major Japanese
Relations and Welfare Benefits, from the Department
shareholders, equivalent to 31.37 percent of the
of Labour Protection and Welfare, and the 2007 Thai
company’s share capital, at a cost of no more than Baht
Chamber of Business Ethics Award from the Thai
3.5 billion. At present, this joint venture agreement is
Chamber of Commerce. ▲
on the process of negotiation, and transaction is expected to execute in 2008. With post-transaction,
Prachuap Port Co., Ltd. (PPC) SSI owns 51 percent of PPC, a subsidiary which
the Company will own 50.15 percent of TCRSS. This
provides deep-sea port services for ocean-going
strategic investment will allow SSI to gain control over
commercial vessels, being capable of loading and
TCRSS and strengthen the Company’s positioning as
unloading all types of merchandise, and offers storage
Thai flat steel producer with vertical integration from
and bonded warehouse and freight yard facilities. It also
mid-stream to downstream processes, giving SSI an
provides a number of related services, including
unbeatable advantage over other hot-rolled steel
shipping agent, supplier of dock labour, and 24-hour
manufacturers in ASEAN. In addition, SSI will benefit
trucking services. PPC owns 4 wharves capable of
from being able to secure the distribution of high-grade
handling approximately 15 tonnes per year.
hot rolled coils for cold-rolled coil production, which
PPC has received ISPS Code international ship
provides better marketing and inventory management
and port safety standard certification for its operations.
over the long-term.
PPC has continued ceaselessly to improve and gain
▲
Corporate Governance
recognition, until it represents the only privately owned
SSI has always conducted its business accord-
port that has received all three international manage-
ing to the principles of good corporate governance. The
ment standard accreditations, namely ISO 9001:2000
Company’s Board of Directors was recognized as
for quality management, ISO 14001:2004 for environ-
“Board of the Year for Distinctive Practices 2006/2007”
mental management, and OHSAS 18001:2007 for
on December 11, 2007, the second time it has been so
occupational health and safety.
honoured. The same title was awarded to SSI’s Board
In 2007, PPC’s total revenue was Baht 224.89
of Director for 2005/2006 on November 28, 2005.
million, with a net loss of Baht 265.63 million. This loss
▲
was largely due to the provision of allowance for loss
West Coast Engineering Co., Ltd. (WCE)
on impairment of assets of Baht 225.30 million.
SSI holds 99.99 percent of shares in this 47
The Steel Industry and Competition
consumption, on the other hand, grew from 1.121 billion tonnes in 2006 to 1.198 billion tonnes, representing a 6.8 percent increase. The countries with the significant growth in steel consumption were Brazil, Russia, India, and China, together accounting for 516.6 million tonnes, up 12.8 percent from the previous year. China’s total alone was 398.1 million tonnes, equivalent to 33.2 percent of the world’s steel demand. The global steel industry once again underwent major readjustments in 2007. Since 2006, China, who used to be a net importer of steel, has become a net exporter of steel, and its exports have risen significantly during the past year. To counter this, the Chinese government issued a number of exportrestriction measures, including higher export taxes on semi-products and lower export rebates on steel products. In response, the prices of both semiproducts and finished products in the world market jumped up sharply. Another major development was a trend towards consolidation in the industry, highlighted by the mergers of TATA Steel with Corus Steel and Arcelor with Mittal. The world’s biggest players are now that much larger, and fewer in number. This shift gave them more bargaining power while it reduced the need to compete on price.
The Global Steel Industry
Consequently, steel prices stabilized during the year.
In 2007, the world economy continued to grow
The Domestic Steel Industry
from the previous year, where the International Monetary Fund estimated the 4.9 percent growth rate
The Fiscal Policy Office estimated that in 2007
of the world economy. The global steel industry
the Thai economy expanded by about 4.5 percent.
expanded at a similar pace, in terms of both supply
The Thai steel industry, however, headed in the other
and demand. The International Iron and Steel
direction. According to the Iron and Steel Institute of
Institute (IISI) reported the world’s production of crude
Thailand, the Country’s total steel consumption in 2007
steel in 2007 amounted to 1.344 billion tonnes, up
amounted to 12.158 million tonnes, 0.1 percent lower
7.5 percent from 2006 - the highest yearly spurt in
than 12.154 million tonnes in 2006. Consumption of
history, and the second consecutive year in which the
flat steel accounted for 7.52 million tonnes, or 61.88
world’s output of crude steel rose by more than 7
percent of the total consumption. The main reasons
percent. The People’s Republic of China produced 489
for this decline were hesitancy in the face of economic
million tonnes of crude steel in 2007, up 15.7 percent
and political uncertainties, a lack of public investment
from 2006, while Brazil, Russia, and India saw
and implementation of fiscal and monetary policies
output increases of 9.3 percent, 2 percent, and 7.3
to stimulate economy growth in the expectation of
percent, respectively. The IISI estimated that
being replaced by those of a new government, and 48
Sahaviriya Steel Industries Public Company Limited
soaring fuel prices that depressed spending among
world-wide to increase by 6.8 percent, at about the
consumers and retarded public and private-sector
same rate as in 2007, to 1.279 billion tonnes. China’s
investment. These factors all had negative impacts
growth by 11.8 percent will account for 35 percent of
on the downstream users of steel, particularly the
total global consumption. At the same time, the
automotive and construction industries. The auto-
ongoing sub-prime loan crisis in the U.S.A. and high
mobile and auto parts industries were less affected
oil prices may unsettle these predictions regarding
by this slowdown than construction, as the former
the global steel industry.
sector could compensate by higher exports for the
It is widely anticipated that raw material and
lower consumption at home.
finished product prices will continue to rise with the
2007, especially the second half, was another
increasing cost of iron ore and higher fuel prices for
year in which the volatility of raw material and
both coking coal and oil. Freight charges will like
finished product prices in the global market had a major
wise be up due to the decommissioning of older
impact on domestic competition. Importers of semi-
vessels and fewer new vessels than the market
products, such as steel billet and slab, encountered
requires. China’s decision to restrict exports and
a tight supply situation resulting in a sharp jump in
reduce domestic production capacity could also play
prices. Users of steel scrap as raw material in
a major role.
production were not so dramatically affected, as steel
As for the domestic industry, 2008 should be
scrap did not rise as much or as quickly. At the same
a year of recovery in demand for steel. Supporting
time, Thailand’s consumption of hot-rolled steel sheet
factors include a clearer political situation, allowing
was slow down for both high-grade and commercial-
for greater economic stimulus measures and higher
grade steel sheet. The high-grade steel sheet market
government spending, and a revival of private-sector
was hurt by a drop in the cold-rolled steel sheet market,
investment. The Fiscal Policy Office sees the
which in turn was caused by the supply of cheap
Thai economy growing by 4.5 - 5.5 percent in 2008.
imports from China and slower growth in the auto-
Rising oil and gas prices might have a negative
motive industry. In the long term, the high-grade steel
impact, however, on both the inflation rate and
sheet market, however, offers strong growth prospects
domestic steel consumption. Steel prices are
and more stability, as it emphasizes on product quality
likely to increase along with higher raw material
and is less sensitive to price changes. Growth of
and finished product costs in the global market,
commercial-grade steel sheet market, which is more
accompanied by a revival in demand. Increasing scrap
sensitive to price changes, was also down due to
prices will probably align users of scrap as feedstock
a weaken construction industry. As a result, product
with manufacturers relying on semi-products, which
prices could not be raised to reflect the increase in
probably lead to greater competition. The recent
raw material prices, and manufacturers, particularly
Japan-Thailand Economic Partnership Agreement
those using semi-products as raw material, took a
(JTEPA), with its quotas for some types of hot-rolled
defensive approach by scaling back production and
steel sheet receiving import tariff exemptions, will
sales.
have an impact on this situation as well. Thailand’s anti-dumping measures for the hot-rolled steel in coils
Prospects for the Steel Industry in 2008
and sheets against fourteen countries will expire in 2008, (a review of its achievements over the past five
The International Monetary Fund predicts that
years is under way). After these measures expire, a
the global economy will grow by 4.8 percent in 2008.
higher volume of imports from the targeted countries
The IISI, meanwhile, expects consumption of steel
may resume, causing more intense competition. 49
Risk Management
Any business that operates for profit motive
such as the automotive, construction, and appliance
is subject to risk. The term risk is used here to mean
industries. Another major factor that contributes to
business uncertainties that may happen in the future
the fluctuations in the global steel demand is the
with a negative effect on the attainment of the
changes in China’s steel policy. As China is the
Company’s objectives. Realizing that the effective
world’s largest producer and consumer of steel, any
management of risk is an important driver to ensure
action taken by China to correct the imbalance
the achievement of the Company’s established goals,
between production capacity and demand in China
the Board of Directors of the Company resolved to
will certainly have a significant impact on the global
officially establish a Working Committee on Risk
steel market. As a result of the factors mentioned
Management for the first time at the end of 2004.
above, the prices of steel and steel products have
This Working Committee is intended as an efficient
become increasingly volatile and hard to predict. The
and effective instrument for dealing with the
Company is thus exposed to risk in the event of rising
Company’s major risks. Subsequently in December
cost of raw materials, but the Company is unable to
2007, the Company’s Board established a board-
raise the price of its products to cover all of the
level Risk Management Committee to assist the
increased cost of raw materials. In the year 2007, the
Board in overseeing the risk management function
price of steel slabs, the major raw materials of the
as well as to further strengthen the efficiency and
company and all of which have to be impor ted,
effectiveness of the risk management activities. This
increased significantly and quickly. But the price of
Risk Management Committee is comprised of three
hot rolled coils produced significantly and quickly.
directors and one of whom is an independent director
But the price of hot rolled coils produced by the
who also serves as the Chairman of the Committee.
Company increased at a much slower pace and the
In 2007, major risk factors were reviewed and
at the rate not sufficient to cover all of the increased
changes and improvements were made if necessary
cost of raw materials which was due mainly to the
by the Working Committee in order to make certain
weak demand and rising competition in the local
that these risk factors were still appropriate under
market. This unfavourable event also negatively
the changing circumstances and that they were
affected the metal spread which is the difference
effectively addressed. In addition, to increase the
between the product selling price and the raw
awareness and understanding of the importance of
materials cost. As the cost of raw materials
risk management to the accomplishment of the
accounted for as high as about 80 percent of sales,
Company’s objectives, risk management experts
the decrease in the metal spread therefore has an
from two leading organization were invited to
adverse material impact on the Company’s operating
conduct risk management training seminars for the
result. For example, a one percent decrease in the
Company’s management level employees.
metal spread would result in the decline in gross
The risk management performance and the
profit by about Baht 272 million based on the
major risk factors for the year 2007 may be summa-
Company’s sales of 2007. To mitigate the risk as
rized as follows:
described above, the Company carried out the following key measures: (1) Monitoring the sourcing of the required raw materials closely with the aim to purchase
Market Risks
at the price that would allow the Company to generate
▲
the required metal spread. (2) Increasing the proportion
Risks Related to Raw Material Prices The steel industry is highly cyclical. This is
of the production of extra-thin gauge and special
due mainly to the fact that the demand for steel
quality products which could be sold at higher prices
products is not only sensitive to the general
due to less competition in this market segment
economic condition, but also dependent on the
because local competitors either could not produce
condition of other closely related cyclical industries
this type of products or if they could, their production 50
Sahaviriya Steel Industries Public Company Limited
volume was still negligible. (3) Closely monitoring the
factor for land transport in cases where the amount
level of inventory to ensure that it was kept at the
insured which had been done by the transport com-
optimum level consistent with the significant decline
pany did not cover the real value of the shipments.
in the Company’s sales volume. This measure also
Production Risks
contributed to the mitigation of price volatility risk
▲
as well as the lower cost associated with the maintenance of inventor y par ticularly interest
Risks Related to Product Quality and
Machinery Failure
expense. (4) In 2007, the Company was in the
Machinery is vital to production especially on
disadvantageous competitive position in term of the
a non-stop production line. Failure of any one
cost of raw materials against its major competitors.
machine could holdup the entire production process
This stemmed from the fact that the price of steel
and can affect the punctuality of the goods delivered
scraps, the competitor’s major raw materials, was
to clients. To reduce this kind of risk, the Company
significantly lower than the price of steel slabs impor ted by the Company.
has adopted the ISO 9001 : 2000 quality manage-
After adding other
ment system and improved its quality management
manufacturing cost, the costs of the competitors’
and subsequently received ISO/TS 16949 : 2002
products were still lower than that of the Company.
Automobile Quality Management System certificate,
To counter this competitive weakness, the Company
an automobile industry manufacturing requirement.
adopted the marketing strategy which gave priority
In addition, the Company has adopted ISO/IEC
to achieving the targeted metal spread over the
17025 : 2005 standards for the certification of testing
maintenance of market share by competing on price.
laboratories and applied them to its own laboratory
The risk mitigating measures as mentioned above
systems. In 2007, the Company sought an extra
proved to be relatively effective for their intended
measure of cer tification for its Hardness Test
purposes. This was indicated by the fact that despite
Equipment. In recognition of this commitment to
the loss of certain market share to competitors,
quality development, the Company received the
the Company was able to achieve the metal spread
2007 Prime Minister’s Industry Award for Quality
better than the established target which was the
Management.
primary driver for the profitable financial performance
To ensure an efficient maintenance system,
of the Company. The Company believes that has
the Company also improves on its condition-based
it not implemented the risk mitigating measures
maintenance, preventive maintenance, breakdown
as mentioned above, it might have ended up with
maintenance, design out maintenance and materials
a negative operating result for the year 2007.
quality management. In 2007, the Company implemented the following; ■
▲
Risks Related to Delivery Damage When selling our products to clients, the
Continuing to review the quantity of parts for new machinery and the production and the production capacity expansion project.
that the product arrives safely at the client’s
Improving the time it takes to procure parts to
■
Company usually takes responsibility for ensuring
reduce a parts and supplies shortage.
and by land, and risk of damage during transit is
Using a wireless barcode reader for a real
■
premises. Product shipments are sent both by sea always possible. For marine shipments, the Company
time stock record and to keep track of parts
insures its cargo against loss and damage, while
and other supplier.
on land the transport company usually takes respon-
For machinery and equipments, the Company
sibility for loss or damage. Due to a significant rise in
enters in the insurance contract to cover property
the value of its shipments toward the end of 2007
all risks, machinery breakdown and business
and a corresponding rise in the cost of damage or
interruption.
loss, the Company is presently studying this risk 51
▲
▲
Risks Related to Safety and Occupational
Health
Risks
Related
to
External
Community
Reacting to Environmental Harm The Company is engaged in a large-scale
The Company’s production affects the
heavy industry that involves potential dangers and
environment in the surrounding communities;
losses to the employees, external person and
therefore, there are the risks that the Company can
property, corporate assets, and the corporate image.
be sued for damages. If the Company responses
Numerous aspects of the Company’s operations
are not clearly and quickly, there might be a
pose considerable risk to life and property, including
demonstration, which could cease production and
the transport, loading, and unloading of raw materials,
have a negative impact on the delivery schedule.
production process, and delivery of finished products
To avoid such contingencies, the Company
to the client. There is also the possibility of a terrorist
has established an Office for Safety and the Environ-
attack that could harm persons, proper ty, the
ment. This corporate unit is empowered to co-
environment, and the Company’s business.
ordinate with the Sahaviriya Group’s Environmental
In view of the previously mentioned risks, the
Management and Improvement Centre and to accept
Company has formulated policies and announced
complaints concerning the environmental impact of
clear regulations governing various operations
the Company’s operations. In addition, the Company
related to safety and occupational health that are
has prepared a code of practices for responding in
stricter than the mandatory standards or legal
writing to complaints, and offers training to personnel
requirements for the industry. This concern goes as
involved in such matters to ensure clarity and speed
far as designing its production lines for maximum
in answering complaints from the public. The purpose
safety, installing production control, danger prevention,
of such measures is to prevent matters from reaching
and
systems,
the level of protest or violence. Every year, moreover,
overseeing the health of employees, and constant
the Company hires an environmental quality
modernizing of operational procedures. Another
consultant to conduct a survey that records the level
measure taken is enhancing the capabilities of
of satisfaction, concerns, and suggestions of the
personnel, both employees and others involved in
communities living in the vicinity of the Company. The
operations, through regular safety and health
results of these surveys are taken into consideration
training. The purpose of these courses is to give
in forming guidelines to minimize harm and address
trainees the capacity to prevent accidents, keep
the communities’ issues of concern.
work
environment
monitoring
themselves and their activities safe, and respond
To prevent such incidents, the Company has
correctly to emergencies if they occur. Furthermore,
instituted an environmental management system
the Company has assigned a sufficient number of
(ISO 14001 : 2004) and an occupational health and
safety officers to monitor all areas of the plant on a
safety management system (TIS 18001). The system
24-hour-per-day basis.
is intended to ensure that there has been an assess-
Besides the measures mentioned above, the
ment on environmental risks from the Company’s
Company has provided group health, life, and accident
production and there are corrective and monitoring
insurance policies to its employees, along with
plans in compliance with the government regulations
insurance for itself as the party responsible for
standards and international standards. At the
injuries or fatalities that might happen to outside
same time, the Company takes care to foster
individuals and/or proper ty due to production
understanding with the nearby communities about
processes within the plant, delivery of goods, or use
the Company’s business philosophy in regards to the
of equipment or machinery.
safe environment. The Company also provides suppor t to, and par ticipates in, environmental activities in the community throughout the year in order to maintain good relationship with the community. 52
Sahaviriya Steel Industries Public Company Limited
The Company has, furthermore, taken out
consequently, established a number of fire prevention
third party liabilities insurance policies covering its
systems, including heat and smoke detection
responsibility for outside individuals and the environ-
systems, sprinkler systems that automatically react
mental damage that might occur due to accidents,
to fires, fire alarm systems, fire extinguishers,
resulting in deaths, injuries, and/or property losses to
waterworks systems that cover the entire area of
outside individuals. Such insurance, however, does
the plant, and a fire depar tment staffed with
not provide coverage for normal production opera-
firefighters and equipped with a fire truck ready to
tions causing gradual, long-term, and accumulating
fight fires, 24 hours a day. All equipment is tested
damage to the environment.
periodically by the repair and maintenance unit, and an outside investigation agency also tests both the
▲
systems and other relevant operations on a regular
Risks Related to Natural Disasters and Fire The Company pays considerable attention to
basis. In all these ways, the Company can be said to
the possibility of catastrophic natural events, including
be totally ready for fire emergencies from the point of
an outbreak of fire. During the past year the Risk
view of both law and international standards.
Management Working Committee reviewed its risk
The Company’s property insurance covers
assessments for such contingencies, which could
the risk of fire and other natural disasters, such as
affect the Company’s operations. Dangerous events
earthquakes, explosions, storms, floods, landslides,
of this sort include earthquakes, flooding, storms,
and catastrophes from the sky.
drought, landslides, and epidemics. The review listed these contingencies in order of magnitude of risk
Financial Risks
involved and considered what measures could
▲
Risks Related to Foreign Currency Exchange
be taken to prevent and minimize them, lessen their after-effects, and restore the Company’s operations
Rate In the conduct of its business, the Company
after their occurrence. The Company’s location in Bang Saphan is
needs to import all of its major raw material require-
vulnerable to flash floods, particularly during the
ments for use in production and hence creates
monsoon season from October to November. The
liabilities which have to be settled in foreign currency.
Company has surveyed the plant premises and
On the other hand, part of the Company’s revenues
identified which areas are most likely to be affected
is denominated in foreign currency arising from its
by flooding, and embankments have been built to
exports of finished products as well as sales to
hold back water in those places. An emergency
certain domestic customers who are committed to
response plan has, moreover, been prepared for
settle their purchases in US dollars. As a result of
flooding, along with guidelines to be followed by
these foreign currency transactions, the Company is
each department. Announcements have been made
exposed to foreign exchange rate risk in the sense
concerning which impor tant areas need to be
that its revenues and costs may be adversely
watched for water levels. These plans have been
affected by movements in foreign exchange rates.
published and practised over a number of recent
However, since the Company’s business transactions
years and achieved good results. The Company
involve both future foreign currency outflows and
has, furthermore, established continuous training
inflows, it is possible for the Company to reduce the
programs in accordance with the said plan, and is
impact of foreign exchange rate risk to a certain
therefore confident that all possible steps have
extent by the so called “netting” technique. This is
been taken by way of preparedness for flooding.
accomplished simply by offsetting the future foreign
The Company’s normal production operations
currency payables against the future foreign currency
and procedures involve intense heat and sparks,
receivables with the approximately same settlement
both of which could cause fires. The Company has,
dates. Furthermore, to limit foreign exchange rate 53
risk exposure, it is required by the policy of the
the Company is exposed to interest rate risk or risk
Company’s Board that the maximum total net foreign
associated with fluctuations in interest rates particu-
currency position in terms of either short or long
larly the Company would be adversely affected in the
position should not exceed USD 20 million for short
event that interest rates moved in upward direction.
position and USD 10 million for long position. Any
For example, each one percentage point rise in interest
foreign currency position which exceeds such policy
rate would result in increase in interest expense of
limits should be covered by forward market hedge.
the Company by more than Baht 100 million. In 2007,
Generally, the Company’s foreign currency outflows
the Company’s exposure to interest rate risk was
exceed its inflows as indicated by the fact that the
reduced considerably due to the significant decline in
total amount of its imports for 2007 accounted for
borrowings. This was reflected by the fact that total
52.2 percent of total sales, whereas the total value of
borrowings were down from Baht 21,960 million at
its exports and the US dollar denominated domestic
the end of 2006 to Baht 11,045.1 million at the end
sales for the same year represented 35.7 percent of
of 2007 due, in turn, to lower volume of business and
total sales. Thus, the portion of the foreign exchange
more efficient inventory management. Another key
rate risk that could not be offset by using the netting
factor contributed to the Company’s lower exposure
technique mentioned earlier had to be dealt with by
to interest rate risk in 2007 was that interest rates
forward market hedge. Apart from the exchange risk
were on the down trend as evidenced by the fact that
hedging techniques used by the Company mentioned
the Bank of Thailand cut its lending rates gradually
above, the Company has yet another alternative to
from 4.75 percent to 3.25 percent.
reduce impact of foreign exchange rate risk through ▲
adjustments of domestic selling price in Baht
Risks Related to Credit
currency to reflect changes in foreign exchange
The majority of the Company’s sales to its
rates. However, for competitive reasons, the
domestic customers are sales under credit terms
Company may not be able to pass along to
whereby customers are required to settle their
consumers the full effect from foreign exchange rate
obligations within the agreed due dates. The average
movements and it have to cover all or part of the
outstanding balance to trade accounts receivable
impact from fluctuations in foreign exchange rates.
for the year 2007 was Baht 3,090.6 million. Thus, the Company is exposed to credit risk or risk that stems
▲
Risk Related to Interest Rate
from the customer’s failure to settle his obligations
In the normal course of the Company’s
to the Company when they fall due or within an
business and in line with the proper debt structure
appropriate time allowed by the Company. To manage
requirements, the Company needs to borrow both
such risk, a written manual of rules and procedures
short and long term funds from financial institutions
governing the extension of commercial credit was
to meet its working capital needs as well as to
established by the Company. Under this credit
fund investments in fixed assets. As of the end of
manual, it is required that each customer will be
2007, the Company’s total outstanding borrowings
assigned a credit limit or the maximum amount of
amounted to Baht 11,045.1 million with short term
credit to be extended by the Company. The setting of
borrowings accounted for about 38.8 percent of total
such credit limit is based on the careful evaluation of
borrowings. All of the borrowings were used to meet
the customer’s requirements of the Company’s
the needs of working capital consisting substantially
products and his ability to pay his debts. Written
of trade accounts receivables and inventories as
approval of each customer’s credit limit by the execu-
indicated by the fact the total amount of trade
tives having the relevant credit approving authority is
accounts receivable and inventories was Baht
also required. The level of authority needed to the
11,969.8 million at the end of 2007. Nearly all of
approval of each customer’s credit limit is dependent
these borrowings are at floating rate of interest. Thus,
on the amount of the credit limit requested for 54
Sahaviriya Steel Industries Public Company Limited
approval and the Board of Executive Directors is
of uses and sources of funds, the company is
authorized to approve the credit limit the amount of
currently negotiating with certain financial institutions
which exceeds a certain amount as prescribed in the
to obtain long-term loan to support the share invest-
credit manual. In addition, the Company has other
ment which is long-term in nature. (3) Monitor
controls in place to monitor credit risk exposure on
change in the current ratio which is one of key mea-
an ongoing basis. These include the repor ting
surements of the liquidity position of the Company.
requirement that the status of the Company’s credit
A higher ratio indicates a more liquid position. As
risk exposure be submitted by the management to
of December 31, 2007, the Company registered a
the monthly meetings of the Board of Executive
current ratio of 1.81 : 1 which was higher than the
Director. Such reports should cover particularly the
current ratio of 1.40 : 1 at the end of 2006. (4) Obtain
status of past due trade debtors and the result of the
sufficient sources of funds as well as the required
follow-up actions taken by the Company to recover
types of credit as needed by the Company under its
those past due debts. In 2007, despite there were
operating plan. (5) Prepare statements of cash
cases that some of the trade debtors failed to settle
inflows and outflows on a regular basis in order to
their debts upon due dates due largely to the
forecast future cash need so that any potential liquid-
slowdown of their business activities, the Company
ity problem can be dealt with on timely basis. The
was able to recover all these past due debts without
preparation of cash flow statements also resulted in
incurring any loss to the Company thanks to the
a more efficient cash management. In the year 2007,
Company’s effective credit risk management process
the Company did not have any liquidity problem
as described above.
despite both domestic sales and exports did not materialize as forecasted. This was due largely to
▲
Risks Related to Liquidity
the measures implemented by the Company
Liquidity risk is the risk that stems from the
mentioned above. It was also due in part to other
failure of the Company to meet its obligations as they
measures undertaken by the Company in light of the
fall due because the Company was unable either to
significant decrease in sales volume such as the
convert its assets into money or to obtain sufficient
closer monitoring of inventory with the aim to keep it
fund at reasonable costs within the required time
at the optimum level.
limit, which may then result in a loss to the Company. ▲
To address its liquidity risk, the Company carried out
Risks Related to Insurance Risk
the following key measures; (1) structure and main-
The Company is aware of other risks that
tain the debt to equity ratio (excluding increment
could affect the accomplishment of the Company’s
per assets appraisal) at the appropriate level of
objectives. The Company has taken out insurance
no exceeding 2 : 1. As at the end of 2007, the
policies to cover most of its major risk factors, but
Company’s debt to equity ratio stood at 0.84 : 1
some risk factors are not covered by contemporary
which was comparatively better than the ratio of
insurance policies, either because the Company has
1.72 : 1 at the end of 2006. (2) Monitor the
not insured such matters or insurance companies
adherence to the principle of not using short-term
could not cover them. Among these are terrorism,
financing to fund non-current assets. However, to
nuclear war, disastrous epidemics, and loss of
meet the urgent needs for funds to implement a
electronic data due to internet viruses. If the
strategic move with the purchase of additional shares
Company encounters such incidents, they would
of Thai Cold Rolled Steel Sheet Public Company
inevitably have a negative impact on the achievement
Limited, the Company used short-term borrowing to
of the Company’s goals, its financial status, and its
finance such share investment at the end of 2007. In
operational results.
order to comply with the principle of proper matching 55
Shareholders and Management
Shareholders Listed are the names and shareholdings of the ten largest shareholders (as per article 258, voted the same way, as of June 6, 2007, the closure date of the company’s share register), entitled to attend the Extraordinary Shareholders’ Meeting No. 1/2007.
100
Percentage of shareholdings as of June 6, 2007 The ten largest shareholders names
Number of Shares
Percentage of shareholdings
▲
▲
1. Sahaviriya Group
6,442,802,650
49.17
2. CREDIT SUISSE
823,215,100
6.28
760,016,440
5.80
694,373,600
5.30
5. Thai NVDR Company Limited
271,638,562
2.07
6. Bank of Ayudhya Public Company Limited
224,900,200
1.72
7. Ms. Sumal Limpiyachart
220,952,000
1.69
8. Mr. Nobpadol Sivabut
189,200,200
1.44
9. Social Security Office
165,806,000
1.27
10. Ms. Pornpen Pingrungruengwattana
165,307,400
1.26
3. THE BANK OF NEW YORK (NOMINEES) LIMITED A/C 5100 4. Citibank Nominees Singapore PTE LTD - UBS AG ZURICH
49.17 6.28 5.80 5.30 1.72 1.44 1.26
2.07 1.69 1.27
56
Sahaviriya Steel Industries Public Company Limited
Note: Sahaviriya Group consisted of: Percentage of shareholding 1. Sahaviriya Group Co., Ltd.,
28.31%
is an investment holding company whose major shareholders are: 1. Mr. Win Viriyaprapaikit,
who owns 47.14% of all shares
2. Mrs. Theerarat Kunatthanont,
who owns 30.90% of all shares
3. Mr. Piya Viriyaprapaikit,
who owns 20.95% of all shares
4. Others holding
1.01% of all shares.
2. Sahaviriya Inter Steel Holdings Co., Ltd., (formerly named SSV ASSET Co., Ltd.),
15.38%
is an investment holding company whose major shareholders are: 1. Sahaviriya Group Co., Ltd.,
who owns 98.14% of shares
2. KP Capital Company Limited,
who owns 1.68% of shares
3. Others
0.18% of shares.
3. Mrs. Prapa Viriyaprapaikit
100 shares
4. Mr. Wit Viriyaprapaikit
100 shares
5. Mrs. Kanokvipa Viriyaprapaikit
2.15%
6. Mrs. Theerarat Kunatthanont
1.81%
7. Ms. Kanokvalee Viriyaprapaikit
0.80%
8. Mrs. Sirikul Viriyaprapaikit Bendi
0.69%
9. Mrs. Krissana Viriyaprapaikit
0.03% Total shareholdings in SSI
49.17%
The latest shareholdings can be viewed via the Company’s website (www.ssi-steel.com) before the Annual General Meeting of Shareholders.
Foreign Limit The Company’s foreign shareholding was limited at 49 percent of the paid-up capital. As of December 31, 2007, the Company’s foreign shareholding was 20.37 percent of the paid-up capital.
57
Management (1) Management The Company’s management structure consists of seven committees, namely the Board of Directors, the Board of Executive Directors, the Audit Committee, the Remuneration Committee, the Nomination Committee, the Good Corporate Governance Committee and the Risk Management Committee. Their duties and responsibilities may be summarized as follows: 1. Board of Directors As of December 31, 2007 the Board of Directors consisted of fifteen people, namely: ■
a director who is also an executive 1
person
■
directors who are not executives
9
people
■
independent directors
5
people
The names of the Board of Directors are as follows: 1.
Mr. Maruey
Phadoongsidhi
Chairman of the Board of Directors
2.
Mr. Wit
Viriyaprapaikit
Director
3.
Mrs. Prapa
Viriyaprapaikit
Director
4.
Mr. Visith
Noiphan
Independent Director
5.
Mrs. Kesree
Narongdej
Independent Director
6.
Mr. Tongchat
Hongladaromp
Independent Director
7.
Mr. Tawee
Butsuntorn
Independent Director
8.
Mr. Prateep
Buphaintr
9.
Mr. Thaweesak Senanarong
Independent Director Director
10. Mr. Kamol
Juntima
Director
11. Mr. Somchai
Pipitvijitkorn
Director
12. Mr. Permpoon
Krairiksh
Director
13. Mr. Nuttawit
Boonyawat
Director
14. Mr. Piya
Viriyaprapaikit
Director
15. Mr. Win
Viriyaprapaikit
Director
Independent directors by mean directors with qualification as follows: 1.
Hold no more than 0.5 percent of the voting right shares in the Company, affiliated companies, and
associated companies or any juristic persons who have conflict of interest. This also applies to person who related to director according to Securities and Exchange Commission Act per section 258 about related person. 2.
Not part of management, employees, or consultant who receives regular salary, nor power controller of
the Company, affiliated companies, and associated companies or any juristic persons that might be in conflict with the Company. The qualified director must have no interest in the aforementioned parties for the period of at least 1 year. 3.
Have no business relationship or interest both direct and indirect in financial and administration of the
Company, affiliated companies and associated companies. This also applies to person who related to director. 4.
Not be close relatives to management, major shareholder of the Company, affiliated companies, and
associated companies. In addition, not be appointing as representative to protect interest of director or major shareholder. This also applies to person who related to director. 5.
Can regularly attend the meeting in order to monitor operation result and deliberate opinion for decision
making for the Company’s operation.
58
Sahaviriya Steel Industries Public Company Limited
The directors authorized to sign on behalf of the Company are: Mr. Maruey Phadoongsidhi, Mrs. Prapa Viriyaprapaikit, Mr. Wit Viriyaprapaikit, Mr. Kamol Juntima, Mr. Somchai Pipitvijitkorn, Mr. Piya Viriyaprapaikit, and/or Mr. Win Viriyaprapaikit. Any two of these seven can together sign a document and affix to it the Company’s seal. Authority and Duties of the Board of Directors 1.
The Board of Directors is authorized and obligated to ensure that the Company achieves the objectives
and complies with the regulations of the Company, as well as the resolutions of the shareholders’ meetings. 2.
By resolution or written authorization, the Board of Directors is entitled to delegate its responsibilities to
juristic entities or people, who may or may not be directors, who will act on the Company’s behalf and sign their names so as to legally bind the Company according to conditions given to the people so delegated by the Board of Directors. The Board of Directors may delegate various aspects of this authority to one or more people. 3.
The Board of Directors must meet no less than once every three months.
4.
The Board of Directors must organize an Annual General Meeting of Shareholders within four months
from the final day of the Company’s fiscal year. Any other meeting of shareholders should be designated an “Extraordinary Meeting,” and may be called any time by the Board of Directors, at their discretion, or whenever a number of shareholders whose shareholdings represent no less than one fifth of the total number of issued shares or at least twenty-five shareholders whose shareholdings represent no less than one tenth of the total number of issued shares, produce and all sign a document that clearly states their reasons and purposes in calling for a meeting. The Board of Directors must then summon an Extraordinary Meeting of Shareholders within one month from the date on which they receive such a letter from the shareholders. 5.
The Board of Directors must produce a balance sheet and statement of earnings, pertaining to the
Company on the final day of its fiscal year, and present it to the Annual General Meeting of Shareholders for their approval. The Board of Directors must arrange for the auditor to examine these financial statements before they are presented to the shareholders’ meeting. 2. Board of Executive Directors As of December 31, 2007, the Board of Executive Directors consisted of seven directors: 1.
Mr. Wit
Viriyaprapaikit
Chairman of the Board of Executive Directors
2.
Mr. Maruey
Phadoongsidhi
Executive Director
3.
Mr. Somchai
Pipitvijitkorn
Executive Director
4.
Mr. Piya
Viriyaprapaikit
Executive Director
5.
Mr. Win
Viriyaprapaikit
Executive Director
6.
Mr. Permpoon
Krairiksh
Executive Director
7.
Mr. Nuttawit
Boonyawat
Executive Director
Scope of Authority and Duties of the Board of Executive Directors 1.
Study and assess policies, strategies, long-term plans, annual plans and budgets, plans for investments,
capital budgets, expansion plans, and plans for new operations or joint ventures, and submit the same to the consideration of the Board of Directors for approval. 2.
Be responsible for operations according to the policies and plans approved by the Board of Directors,
as well as to monitor and assess the results of those operations and to submit the same to the Board of Directors for its consideration. 3.
Hire, confirm, appoint, dismiss, rotate, transfer, retire, or terminate the contracts of executives at the
levels of President, Executive Vice President, Vice President, and Assistant Vice President. The Board of Executive Directors is authorized to approve and to inform the Board of Directors of its decisions. 59
4.
Hire, confirm, appoint, dismiss, rotate, transfer, retire or terminate the contracts of executives at the level
of Department Manager. The President is authorized to approve and to inform the Board of Executive Directors of his/her decisions. 5.
Produce and approve an Authorization Chart for the executive and operational levels of the Company.
6.
Determine and/or assign the authority to sign for various matters related to the Company’s operations
and finances. 7.
Consider and approve the opening of commercial bank accounts and determine those with the authority
to sign for withdrawals and payment orders from such accounts. 8.
Perform other functions as assigned to it by the Board of Directors.
3. Audit Committee As of December 31, 2007, the Audit Committee consisted of three members, each with a three-year tenure, (from June 30, 2005 to June 29, 2008) as follows: 1.
Mrs. Kesree
Narongdej
Chairperson of Audit Committee
2.
Mr. Visith
Noiphan
Audit Committee Member
3.
Mr. Prateep
Buphaintr
Audit Committee Member
Scope of Duties and Responsibilities of the Audit Committee 1.
Ascertain that the Company’s financial reports are accurate and adequate.
2.
Ascertain that the Company’s systems of internal control and internal auditing are appropriate and
effective. 3.
Ascertain that the Company is acting in compliance with all laws and regulations having to do with
securities, the stock exchange, and the Company’s line of business. 4.
Examine the Company’s risk management system, with particular focus on the Company’s main
sources of risk. 5.
Consider and select the Company’s auditor, and propose his/her appointment period and remuneration.
6.
Ascertain that the disclosure of corporate information, in the event of related-party transactions or
potential conflicts of interest, is accurate and complete. 7.
Consider hiring special consultants, at the Company’s expense, if particular advice or expert knowledge
is required. 8.
Perform whatever other functions are assigned to it by the Board of Directors if they meet with the
approval of the Audit Committee. 9.
Report to the Board of Directors what changes or improvements the Audit Committee deems suitable if
it discovers or suspects the following: 9.1 Conflicts of interest. 9.2 Significant misdemeanours, abnormalities, or deficiencies in the system of internal control. 9.3 Violations of the laws or regulations pertaining to securities, the stock exchange, or the Company’s line of business. 10. Report the operational results of the Audit Committee to the Board of Directors at least twice a year. 11. Report the activities of the Audit Committee to the Company’s shareholders in the form of a report submitted to the Board of Directors, signed by the Audit Committee Chairperson, and published in the Company’s annual report. 4. Remuneration Committee As of December 31, 2007, the Remuneration Committee consisted of three people whose term of office is three years, (from November 24, 2007 to November 23, 2010) as follows: 60
Sahaviriya Steel Industries Public Company Limited
1.
Mr. Tawee
Butsuntorn
Chairman of Remuneration Committee
2.
Mr. Somchai
Pipitwichitrakon
Remuneration Committee Member
3.
Mr. Taweesak
Senanarong
Remuneration Committee Member
Scope of Authority and Responsibilities of the Remuneration Committee The duties and responsibilities of the Remuneration Committee are as follows: 1.
Consider guidelines for determining remuneration for the Board of Directors, other committees established
by the Board of Directors, and the President. This remuneration should include meeting allowances, annual bonuses, certificates of rights to purchase common shares of the Company, and other benefits, either monetary or non-monetary, and to consider the remuneration structure for senior executives. The means of determining remuneration or remuneration structures should be fair and reasonable. 2.
Consider rates of remuneration for the Board of Directors, other committees established by the Board of
Directors, the President, and the remuneration structure for senior executives in comparison with standard practice in the industry among companies listed in the Stock Exchange of Thailand, their duties and responsibilities, and how they are linked to the performance of the Company. 3.
Engage in other activities, assigned to it by the Board of Directors, having to do with remuneration.
4.
The Remuneration Committee may seek the advice of outside consultants concerning remuneration
if considered necessary, and may take courses or classes, to increase their knowledge about matters of remuneration, at the Company’s expense. 5.
The Remuneration Committee must regularly report the results of its meetings or other matters of
concern to the Board of Directors. 5. Nomination Committee As of December 31, 2007, the Nomination Committee consisted of three people whose term of office is three years, (from November 24, 2007 to November 23, 2010) as follows: 1.
Mr. Visith
Noiphan
Chairman of Nomination Committee
2.
Mr. Kamol
Juntima
Nomination Committee Member
3.
Mr. Prateep
Buphaintr
Nomination Committee Member
Scope of Duties and Responsibilities of the Nomination Committee The duties and responsibilities of the Nomination Committee are as follows: 1.
Select, in a principled and transparent manner, people who should be nominated as Company Director
or President, including those suggested by shareholders (if any). People nominated must be knowledgeable, competent, independent, capable of cautious judgement, loyal, and dedicated to the time and effort it takes for their tasks, of an acceptable age, in good health physically and mentally, able to regularly attend meetings of the Board and prepare for them in advance, able to contribute usefully to such meetings, forthright, daring enough to express opinions in meetings, and possessed of good work experience and moral behavior. The Nomination Committee will give priority to people whose skills, experience, professionalism, and special characteristics are wanted or needed in the Board of Directors to ensure that the Board of Directors is as complete as possible and best able to serve the Company’s interests. The nominee’s directorship in other companies will be considered, to determine whether such a position would have an effect on the Company or constitute a conflict of interest. The same considerations apply to the position of President. 2.
Request the opinions of the Board of Directors (if any) regarding nominations prior to submitting names
to the Board of Directors or a shareholders’ meeting for further consideration. 61
3.
Engage in other activities assigned to it by the Board of Directors that have to do with nominating
directors or the President. 4.
The Nomination Committee may seek the advice of outside consultants concerning remuneration
if considered necessary, and may take courses or classes, to increase knowledge about matters of nomination, at the Company’s expense. 5.
The Nomination Committee must regularly report the results of its meetings or other matters of concern
to the Board of Directors. 6. Good Corporate Governance Committee As of December 31, 2007, the Good Corporate Governance Committee consisted of three directors, whose term of office is three years (from December 4, 2007 to December 3, 2010), as follows: 1.
Mr. Tawee
Butsuntorn
Chairman of the Good Corporate Governance Committee
2.
Mr. Kamol
Juntima
Good Corporate Governance Committee Member
3.
Mr. Piya
Viriyaprapaikit
Good Corporate Governance Committee Member
Scope of Duties and Responsibilities of the Good Corporate Governance Committee The duties and responsibilities of the Good Corporate Governance Committee are as follows: 1.
Set policies and directions for implementing good corporate governance according to business philoso-
phies and international codes of business conduct, to ensure that the Company’s business achieves stable and sustainable growth and is conducted according to the principles of business ethics. 2.
Oversee, communicate, and follow up on plans and procedures that accord with policies promoting the
highest interests of the Company and its shareholders. 3.
Ensure that the material information is disclosed correctly, completely, and on a timely basis.
4.
Oversee and follow up on guidelines to prevent conflicts of interest and improper use of inside informa-
tion for trading Company securities. 5.
Review policies, directions, and code of business ethics, as well as the best practices and guidelines
concerning good corporate governance, to ensure that they are up to date, and submit proposals to the Board of Directors for their approval. 6.
Oversee the Company’s commitment to its corporate social responsibility to ensure that it conforms to
the Company’s business philosophy and code of business ethics. 7.
Report on the Company’s corporate governance to the Board of Directors on a regular basis, and report
immediately if some event affects the Company in a significant way, and recommend improvements. 8.
Engage in other activities related to good corporate governance with the Board of Directors autority.
9.
The Good Corporate Governance Committee may seek the advice of external advisers concerning good
corporate governance if deemed necessary and appropriate, and may take courses to enhance its knowledge in these matters at the Company’s expense. 10. The Good Corporate Governance Committee should report results of its meetings and other matters it regards worthy of note to the Board of Directors on a regular basis. 7. Risk Management Committee As of December 31, 2007, the Risk Management Committee consisted of three directors, whose term of office is three years, (from December 4, 2007 to December 3, 2010) as follows: 1.
Mr. Tongchat
Hongladaromp
Chairman of the Risk Management Committee
2.
Mr. Somchai
Pipitvijitkorn
Risk Management Committee Member
3.
Mr. Taweesak
Senanarong
Risk Management Committee Member 62
Sahaviriya Steel Industries Public Company Limited
Scope of Duties and Responsibilities of the Risk Management Committee The duties and responsibilities of the Risk Management Committee are as follows: 1.
Set policies and frameworks for managing corporate risk, and ensure that the Company’s business is
conducted according to these policies. 2.
Consider the major risks affecting the Company at the organizational level, including risk factors
that are related to vision, goals, business strategies, production, finance, and other operations, together with the consideration of the likelihood, the impact and the mitigation to reduce the risk to be an acceptable level. 3.
Set reporting standards, monitor and assess, and improve operational plans for continuously minimizing
risk in a way appropriate to the conduct of business. 4.
Supervise and support the risk management at the organizational and project levels, to ensure the success
by paying attention to each factor of risk in making appropriate decisions related to allocation of resources and implementation of procedures. 5.
Supervise and support management in its operations to ensure that they constantly accord with the
Company’s risk management plan and the business plan. 6.
Report on the risk assessment and the risk mitigation, measurement to Board of Directors on a regular
basis, and immediately in case of the significant effect to the Company. 7.
Engage in other activities related to risk management which are assigned by the Board of Directors.
8.
The Risk Management Committee may seek the advice of external advisers concerning risk
management if deemed necessary and appropriate, and may take courses to enhance its knowledge of these matters at the Company’s expense. 9.
The Risk Management Committee should report its meetings and other matters concerned to the Board
of Directors on a regular basis. The Company’s Management is as follows: 1.
Mr. Win
Viriyaprapaikit
President
2.
Mr. Boonnarg
Mockmongkonkul
Senior Vice President - Manufacturing Division
3.
Mrs. Vilai
Chattanrassamee
Vice President - Finance & Accounting Division
4.
Ms. Dusadee
Sirichaitavin
Vice President - Human Resources & Administration Division
5.
Mr. Wichien
Tungsuknirundorn
Vice President - Commercial Division 2
and Secretary to the Remuneration Committee Mr. Prueng
Piyachart
Vice President - Commercial Division 3
*7.
6.
Mr. Vorathep
Chotinuchit
Vice President - Office of the President
*8.
Mr. Nava
Chantanasurakon
Assistant Vice President - Human Resources & Administration Division (Human Resources & Administration)
9.
Mr. Chartchai
Pomloy
Assistant Vice President - Commercial Division 1
10. Mr. Wera
Kosacarn
Assistant Vice President - Commercial Division 2
11. Miss Wanna
Tungcharoenching
Assistant Vice President - Commercial Division 3 (Slab Procurement)
12. Mr. Thinnakorn Phadungwong
Assistant Vice President - Manufacturing Division (Operations 2)
13. Mr. Kittisak
Mapanao
Assistant Vice President - Manufacturing Division (Engineering Project)
63
14. Mr. Soonthorn
Wasansaerekul
Assistant Vice President - Manufacturing Division (Operations 1)
15. Mr. Somkiat
Panichkul
Assistant Vice President - Manufacturing Division (Maintenance & Utility)
16. Mr. Thavorn
Cananub
Assistant Vice President - Manufacturing Division (Planning & Logistic Operations)
17. Mr. Narongrit
Chotnuchittrakul
Assistant Vice President - Finance & Accounting Division (Accounting)
18. Mr. Vuthi
Asvasermcharoen
Assistant Vice President - Finance & Accounting Division (Finance)
*19. Mr. Srijarong
Bandhaya
Assistant Vice President - Human Resources & Administration Division
*20. Mrs. Kanok
Aroonrasamesopa
Assistant Vice President - Human Resources & Administration Division (Training & Development)
*21. Mr. Matee
Rattanasoontorn
Assistant Vice President - Information Technology Division
22. Mr. Visidha
Anuttra
23. Mrs. Ninlawan
Sivapuchpong
Assistant Vice President, Corporate Policy & Coordination Office Assistant Vice President, Corporate Affair Office
24. Mr. Ongkarn
Srivichit
Assistant Vice President, Corporate Planning Office
25. Mrs. Wannee
Sirikanchana
Chief, Internal Audit Office, Secretary to the Audit Committee
26. Mr. Surasak
Ngamsidhiphongsa Assistant Vice President - Corporate Secretariat Office,
and Secretary to the Good Corporate Governance Committee Company Secretary, Secretary to the Board of Executive Directors and Secretary to the Nomination Committee * Remark: No. 7 was appointed as Vice President for the Office of the President on August 1, 2007. No. 8 was appointed as Assistant Vice President for Human Resources & Administration Division (Human Resources & Administration) on March 6, 2007. No. 19 was assigned to take a position of Vice President for General Administration Division of Thai Cold Rolled Steel Sheet PLC on August 1, 2007. No. 20 was appointed as Assistant Vice President for Human Resources & Administration Division (Training & Development) on November 1, 2007. No. 21 was appointed as Assistant Vice President for Information Technology Division on November 1, 2007. Scope of Duties and Responsibilities of Executives 1.
Prepare strategic and working plans, both short and long term, that accord with the Company’s policies
and business plans. 2.
Organize a process of transmitting information within the organization so that all personnel are aware of
the policies to be implemented, as determined by the Board of Directors. 3.
Perform the tasks assigned by the Board of Directors, in accordance with the objectives, regulations,
and rules of the Company, and within the authority normally granted to perform such tasks.
64
Sahaviriya Steel Industries Public Company Limited
4.
Produce reports of one’s activities to the Board of Directors in a timely fashion. The reports should
contain: 4.1 The state of the Company’s operations or operational results, management of risk in various areas, and timely comments on internal and external factors that could affect the Company. 4.2 Plans altered to conform to the policies decided on by the Board of Directors, and revised strategic plans as business conditions change. Such changes might include new legislation, the state of the competition, or business opportunities. (2) Nomination of Directors and Executives 1. Nominating Directors The Company has appointed a Nomination Committee to select individuals suitable for nomination as directors or President of the Company, and to propose their names to a meeting of the Board of Directors and/or a shareholders’ meeting for consideration. Details of this appear in article (1) Management, topic 5. Nomination Committee. 2. Nominating Executives The Board of Directors has delegated authority to the Board of Executive Directors for the consideration and appointment of knowledgeable, competent, and experienced persons who are fit to become executives of the Company. When an appointment has been made, it should be reported to the Board of Directors. The Company has also produced a succession plan by which personnel within the Company can prepare to become corporate executives. Rights of Minor Shareholders in the Appointment of the Board of Directors Directors shall be appointed by a majority of votes in a meeting of shareholders, according to the following criteria and procedures: 1.
Each shareholder has a number of votes equal to the number of shares held.
2.
Each shareholder may use the total number of votes he has as per 1 to elect one or more directors.
If there are several directors to be elected, each shareholder must use all votes he/she has as per 1, to vote for each candidate who is best suitable for a director. The votes may not be divided or distributed among two or more people. 3.
Those who receive the most votes are considered to be elected as directors, in the order of most votes
received to least, up to the number of directors to be elected at that time. If two or more candidates receive the same number of votes for the position available, the Chairman of the meeting shall make the decision on which candidate is to be chosen. (3) The Remuneration for the Directors and the executives in 2007 1. Total Monetary Remuneration 1.1 The structure of monetary remuneration as payments made for meeting allowances for the directors of the Company and the members of the committees as appointed by the Board of Directors, approved by the Annual General Meeting of Shareholders No. 16, held on April 5, 2005, is as follows: (1) (1.1) The Chairman of the Board of Directors Directors (1.2) The Chairman of the Executive Directors Executive Directors (1.3) Audit Committee Chairperson Audit Committee Members 65
31,250
Baht/month
25,000
Baht/month
18,750
Baht/month
15,000
Baht/month
18,750
Baht/time
15,000
Baht/time
(1.4) Chairman of the Remuneration Committee
12,500
Baht/time
Remuneration Committee Members
10,000
Baht/time
(1.5) Chairman of the Nomination Committee
12,500
Baht/time
Nomination Committee Members
10,000
Baht/time
(2) The Company’s directors, who were appointed as directors of each committee by the Board of Directors, should receive remuneration as directors of such committees due to additional job responsibilities and working time. 1.2 The Chairman of the Board of Directors and the Chairman of the Board of Executive Directors should receive an additional Baht 300,000 per month and Baht 200,000 per month respectively given that they work for the Company on a full-time basis. The Audit Committee Chairperson should receive Baht 10,000 per month as an internal audit advisor of the Company. 1.3 Health insurance, accident insurance, and life insurance payments not exceeding Baht 20,000 per person, as resolved in the Annual General Meeting of Shareholders No. 12, held on April 30, 2001, will be paid on behalf of any director for whom the regular Company insurance plan does not cover and/or does not provide coverage for specific illnesses, and in the case of health insurance, whatever the reason. At the Annual General Meeting of Shareholders No. 13, held on April 4, 2002, it was resolved that the Company directly accepts the burden of insurance payments on behalf of all directors for whom the regular Company’s insurance plan does not provide coverage, up to the standard insured amount and/or the standard benefits provided by the life, health, or accident insurance company to that director, at a rate of payment approved by the shareholders. 1.4 The directors who are senior executives should receive remuneration as senior executives only and should not receive remuneration as directors. 1.5 The directors’ remuneration or annual bonuses. (1) The directors’ bonuses should be paid only when there is a dividend payment to the shareholders. If the Company has no dividend payment in any year, the directors will not receive the directors’ bonus on that year. (2) The directors’ bonus rate should account for 0.25 percent to 0.50 percent of the dividend payment to the shareholders. The Chairman of the Board of Directors and the Chairman of the Board of Executive Directors should receive the directors’ bonus at 10 percent and 5 percent higher than those of the directors, respectively. (3) The directors whose working period is less than one year should receive the directors’ bonuses in proportion to their actual working period. Remuneration is still paid according to principles 1.1 to 1.5 mentioned above until a meeting of shareholders shall decide otherwise. In 2007, the the Annual General Meeting of Shareholders No. 18 approved the remuneration of the Board of Directors, the payment of bonus in the year 2006 to the directors of 14 persons (Excluding Mr. Win Viriyaprapaikit, the President, who was a member of the Company’s management team) at approximately 0.5 percent of the dividend to the Shareholders (In 2006, the Company paid dividend to the Shareholders holding 13,101,280,000 shares at Baht 0.025 per share in the total amount of Baht 327,532,000), the Chairman of the Board of Directors and the Chairman of the Board of Executive Directors shall receive a bonus at higher amount than the directors by 10 percent and 5 percent respectively, in the total amount of Baht 1,637,660, which was divided as follows; 1.
Chairman of the Board of Directors of 1 person
127,308 Baht
2.
Chairman of the Board of Executive Directors of 1 person
121,520 Baht
3.
Directors of 12 persons, each receive at
115,736 Baht
66
Sahaviriya Steel Industries Public Company Limited
(Unit: Baht/Year) No.
Name and Position
Meeting
Remuneration
Allowance
1. Mr. Maruey Phadoongsidhi
Insurance
Directors’
Total
and Medical
Bonuses
Remuneration
Expenses
in 2006
▲ 555,000
▲ 3,600,000
▲ 19,100
▲ 127,308
▲ 4,301,408
525,000
2,400,000
1,500
121,520
3,048,020
300,000
-
1,500
115,736
417,236
472,500
-
1,500
115,736
589,736
626,250
-
1,500
115,736
743,486
300,000
-
19,100
115,736
434,836
337,500
-
1,500
115,736
454,736
495,000
-
19,100
115,736
629,836
330,000
-
1,500
115,736
447,236
330,000
-
1,500
115,736
447,236
510,000
-
1,500
115,736
627,236
Chairman of the Board of Directors and Executive Director 2. Mr. Wit Viriyaprapaikit Director and Chairman of the Board of Executive Directors 3. Mrs. Prapa Viriyaprapaikit Director 4. Mr. Visith Noiphan Independent Director, Audit Committee Member and Chairman of Nomination Committee 5. Mrs. Kesree Narongdej Independent Director and Audit Committee Chairperson 6. Mr. Tongchat Hongladaromp Independent Director and Chairman of Risk Management Committee 7. Mr. Tawee Butsuntorn Independent Director, Chairman of Remuneration Committee and Chairman of Good Corporate Governance Committee 8. Mr. Prateep Buphaintr Independent Director, Audit Committee Member, and Nomination Committee Member 9. Mr. Taweesak Senanarong Director, Remuneration Committee Member and Risk Management Committee Member 10. Mr. Kamol Juntima Director, Nomination Committee Member and Good Corporate Governance Committee Member 11. Mr. Somchai Pipitvijitkorn Director, Executive Director, Remuneration Committee Member and Risk Management Committee Member
67
(Unit: Baht/Year) No.
Name and Position
Meeting
Remuneration
Allowance
12. Mr. Permpoon Krairiksh
Insurance
Directors’
Total
and Medical
Bonuses
Remuneration
Expenses
in 2006
▲
▲
▲
▲
▲
480,000
-
1,500
115,736
597,236
480,000
-
1,500
115,736
597,236
480,000
-
1,500
115,736
597,236
-
-
1,500
-
1,500
Director and Executive Director 13. Mr. Nuttawit Boonyawat Director and Executive Director 14. Mr. Piya Viriyaprapaikit Director, Executive Director and Good Corporate Governance Committee Member 15. Mr. Win Viriyaprapaikit* Director, Executive Director and President Remark: * Mr. Win Viriyaprapaikit, President, serves as an employee of the Company, thus did not receive meeting fees, a director’s remuneration, or a director’s pension.
1.6 Remuneration for executives at the Vice President level and higher, in the form of salaries, bonuses, vehicle allowances, insurances and traveling allowances for six people plus the President, totaled Baht 31,378,054.91 for the year. 2. Other Forms of Remuneration Contributions to the pension fund for executives at the level of Vice President and higher, for six people plus the President, totaled Baht 2,118,929.40 for the year. (4) Remuneration for the Auditor in 2007 1. Audit Fees The Company and its subsidiaries (Prachuap Port Co., Ltd. and West Coast Engineering Co., Ltd.) paid an audit fee of Baht 3,905,214 to the auditing office of Ernst & Young Office Limited, of which the auditor, a person or business related to the auditor and an office of the auditor is a member, for the past fiscal year. 2. Non-Audit Fees The Company and its subsidiaries (Prachuap Port Co., Ltd. and West Coast Engineering Co., Ltd.) must pay for other services, namely the auditing of a project that received investment support and for which an exemption from annual income tax may be requested. Payment of Baht 400,000 is to be made to the auditing office of which the auditor will be a member at a later date, as this service has not been completed during the past fiscal year.
68
Sahaviriya Steel Industries Public Company Limited
(5) Shareholding in the Company by Directors and Management No.
Director and Executive Name
As of
As of
December 31, 2006 December 31, 2006 at Baht 1 each
Increase (Decrease) in Shares Held
at Baht 1 each
During 2007
▲
▲
at Baht 1 each ▲
-
-
-
2,100,000 shares
2,100,000 shares
-
2. Mr. Wit Viriyaprapaikit
100 shares
100 shares
-
3. Mrs. Prapa Viriyaprapaikit
100 shares
100 shares
-
4. Mr. Somchai Pipitvijitkorn
-
-
-
5. Mr. Taweesak Senanarong
-
-
-
6. Mr. Visith Noiphan
-
-
-
7. Mrs. Kesree Narongdej
-
-
-
8. Mr. Tongchat Hongladaromp
-
-
-
9. Mr. Tawee Butsuntorn
-
-
-
10. Mr. Prateep Buphaintr
-
-
-
1,070,000 shares
1,070,000 shares
-
12. Mr. Permpoon Krairiksh
-
-
-
13. Mr. Nuttawit Boonyawat
2,000 shares
2,000 shares
-
14. Mr. Piya Viriyaprapaikit
-
-
-
15. Mr. Win Viriyaprapaikit
-
-
-
16. Mr. Boonnarg Mockmongkonkul
-
-
-
17. Mrs. Vilai Chattanrassamee
-
-
-
18. Ms. Dusadee Sirichaitavin
-
-
-
19. Mr. Wichien Tungsuknirundorn
-
-
-
20. Mr. Prueng Piyachart
-
272,000 shares
272,000 shares
322,000 shares
50,000 shares
(272,000 shares)
-
-
-
-
200,000 shares
-
1. Mr. Maruey Phadoongsidhi Spouse: Mrs. Pittaya Phadoongsidhi
11. Mr. Kamol Juntima
Spouse: Mrs. Tavitha Piyachart 21. Mr. Vorathep Chotinuchit* Spouse: Mrs. Chantiva Chotinuchit
Remark: * was appointed as Vice President for the Office of the President on August 1, 2007.
69
Dividend Policy The Company’s has a policy to pay dividends at a rate of no less than 25 percent of net profit after income tax, legal reserve, and other reserves, from the Company’s stand-alone financial statements in each year. Dividend payment, nonetheless, depends on economic conditions, operating profit, investment plans, covenant in various contracts, and other appropriated factors, both at present and in the future, beginning with the results of operations for 2005. According to the Board of Directors’ resolution regarding the dividend payment, dividend payment shall be approved by shareholders’ meeting, unless an interim dividend payment in which the Board of Directors is authorized to approve interim dividend payment and then submit such interim dividend payment to the next meeting of shareholders for acknowledgement. As for the dividend policy of the Company’s subsidiaries, the Company does not fix any particular rates of dividend payment. It depends on the results of operations of each subsidiary, and the Board of Directors of that subsidiary will make the decision concerning dividends on a case-by-case basis. The 18th Ordinary General Meeting of Shareholders held on April 10, 2007 passed resolutions to approve the allocation of 2006 net profit to be set aside as the legal reserve of Baht 134,506,982.71 in order to maintain its legal reserve at the rate of no less than 10 percent of its shares capital, and to approve the dividend payment from 2006 results of operation at Baht 0.025 per share (calculating from par value at Baht 1 per share) in total amount of Baht 327,532,000.
70
Sahaviriya Steel Industries Public Company Limited
Good Corporate Governance
The Board of Directors at Sahaviriya Steel Industries Public Co., Ltd. (SSI) is well aware of their role and responsibilities, and the fiduciary duties assigned to them by the Company’s shareholders, who expect the Board to govern the Company so that its businesses develop and prosper at a stable and sustainable rate. In view of the importance that the Board of Directors consequently accords to good corporate governance, the Board is determined to enhance the standard of its corporate governance in keeping with international practices as required by the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET).
Good Corporate Governance Policy The Board of Directors believes that the enhancement of good corporate governance within the organization requires the collaboration of four parties, namely the Board itself, the Company’s management, the Company’s independent auditors, and the Company’s internal auditors. The Board of Directors needs to have a clear policy in this regard. In 2002, therefore, the Board of Directors officially approved a good corporate governance policy for SSI that closely corresponds to the fifteen principles of good corporate governance laid down by the Stock Exchange of Thailand. Subsequently, in December 2007, at a meeting of the Board of Directors, it was resolved that a revised good corporate governance policy for SSI be adopted to conform to the SET’s principles of good corporate governance for listed companies, published in 2006, which are: ▲
Principles 1-3: Rights of Shareholders and Equal Treatment of Shareholders
▲
Principles 4-5: Rights of Stakeholders
▲
1. The Board of Directors is well aware of its responsibility to protect the rights and
Principles 6-7: Information Disclosure and Transparency
interests of shareholders, to promote the rights of shareholders as provided by laws, and to treat shareholders equally as well as provide each of them equal access to corporate information. 2. The Board of Directors shall ensure that shareholder meetings and disclosures of corporate information are conducted in accordance with the laws and the guidelines laid down by the Securities and Exchange Commission and the Stock Exchange of Thailand. 3. The Board of Directors shall ensure that guidelines concerning the use and protection of insider information for trading of the Company’s securities are implemented and thoroughly communicated to all relevant parties. 4. The Board of Directors shall attend to the rights of stakeholders and oversee that the Company’s operations are conducted in compliance with all relevant laws. 5. The Board of Directors is aware of the importance of its duties to uphold its corporate social responsibility, and shall ensure that clear guidelines concerning the Company’s policy on corporate social responsibility are established, and followed as well as communicated to all stakeholders. 6. The Board of Directors recognizes the transparency of its business operations, whereby conflicts of interest between the company and its shareholders, and directors, employees, shareholders, and other stakeholders will be eliminated. The Board shall oversee and monitor procedures on conflicts of interest in ways that are scrupulous, honest, reasonable, independent, and moral. Stakeholders with interests in any transaction must not participate in decision making relating to such transactions, and decisions must be made based on the benefits to the Company and its shareholders. Transaction-related information must be disclosed correctly, completely, and promptly. 71
▲
7. The Board of Directors shall ensure that investors will have a confidence in such a way that disclosures of corporate information are accurate, complete, and promptly. 9. The Board of Directors may establish various committees, whose purpose is to perform the tasks assigned by the Board of Directors, and to study or consider matters before submitting them for consideration to the Board. These committees are the Board of Executive Directors, Audit Committee, Nomination Committee, Remuneration Committee, Good Corporate Governance Committee, and Risk Management Committee. Other committees may be established for ensuring efficiency, fairness, and transparency of the directors’ work. 10. The Board of Directors has seen fit to divide the functions of the Chairman of the Board of Directors, the Chairman of the Board of Executive Directors, and the President, among separate and different individuals, with the authority and duties of each position being clearly defined. It has also seen fit to adjust the Manual of Authorization Chart from time to time to clarify the scope of authority to be exercised by the Board and by those in management who have been assigned authority. 11. The Board of Directors is responsible for determining the Company’s vision, mission, and business strategies as well as ensuring that management conducts company business according to these plans. 12. The Board of Directors is well aware of its responsibility to oversee risk management and internal control systems of the Company, and the Board has established an independent Office of Internal Audit within the Company. 13. The Board of Directors shall commit to the Company’s business philosophy and shall ensure that the Company’s operations are conducted according to the Company’s business ethics, a code of ethics for directors, a code of ethics for employees, and shall inform all relevant parties. 14. The Board of Directors must hold regular meetings at least once every three months, and other special meetings may be held at other times if necessary. Each meeting must be arranged in advance, along with a clear agenda for the meeting. All documents necessary for the meeting must be prepared and sent to board members, as written in the Company Articles, so that they have sufficient time to peruse the documents before the meeting. 15. Each sub-committee must have meetings on a regular basis: the Board of Executive Directors must have meetings at least once a month, the Audit Committee must have meetings at least once every three months, the Good Corporate Governance Committee and Risk Management Committee must have meetings at least twice a year, and the Nomination Committee and Remuneration Committee must have a meeting at least once a year. Other special meetings may be held at other times if necessary. Each meeting must be arranged in advance, along with a clear agenda for the meeting. All documents necessary for the meeting must be prepared and sent to the Board / Committee members, so that they have sufficient time to peruse the documents before the meeting.
72
▲
8. The Board of Directors must consist of no less than three independent directors.
Principles 6-7: Information Disclosure and Transparency Principles 8-16 : Responsibilities of Board of Directors
Sahaviriya Steel Industries Public Company Limited
directors and the president as proposed by the Remuneration Committee. Remuneration
▲
16. The Board of Directors is responsible for considering remuneration for company
Principles 8-16 : Responsibilities of Board of Directors
for the president is determined by a resolution made at the Board of Directors meeting, and any other remuneration for directors is determined by a resolution made at a shareholder meeting, whereby the amount of remuneration is considered appropriate, transparent, and has no conflicts of interest. To ensure that the above principles are seriously implemented, the Board of Directors’ meeting in December 2007 resolved to appoint a Good Corporate Governance Committee to relieve some of the burden of the Board of Directors’ responsibility for this matter. This sub committee comprises: 1. Mr. Tawee Butsuntorn
Chairman of the Good Corporate Governance Committee
2. Mr. Kamol Juntima
Good Corporate Governance Committee Member
3. Mr. Piya Viriyaprapaikit
Good Corporate Governance Committee Member
The Chief of the Internal Audit Office serves as the Committee’s Secretary. The Good Corporate Governance Committee co-ordinates its affairs with the Good Corporate Governance Working Committee, which was established by the Company in 2005 to conduct operations in this area. The Company’s President serves as the Chairman of the Working Committee, whose members comprise executives of the level of Vice President and the Secretary of the Company. In 2007, corporate action related to the Good Corporate Governance Policy can be summarized as follows:
Rights of Shareholders and Equal Treatment of Shareholders ▲
Shareholders’ Meetings In every shareholder’s meeting, the Board of Directors is well aware of the shareholders’ right to
receive equal treatment and adequate facilities in terms of information, place and time. They are also entitled to a meeting conducted according to Company Articles, pertinent legislation, and the regulations of the Stock Exchange of Thailand (SET). The Company must notify the SET of the closure date of the share register to determine entitlement to participate in the shareholders’ meetings fourteen days in advance of the closure date, in which steps taken by the Company were as follows: 1. Before the Shareholders’ Meeting ▲
The Company sent a notice of meeting, which set forth the meeting’s agenda, and contained the
opinions of the Board of Directors regarding each item on the agenda, together with the 2006 Annual Report, and important information for consideration in decision-making, to all shareholders no less than seven days before the meeting date. ▲
The Company also published a notice of the shareholders’ meeting and all supporting documents,
especially those for decision-making in the meeting, on the Company’s website twenty-one days before the 18th Annual General Meeting of Shareholders on April 10, 2007 and twenty-six days before the Extraordinary Meeting of Shareholders number 1/2007 on June 26, 2007 to facilitate shareholders’ quick and continuous access to this information and give them times to consider it before receiving the actual documents. ▲
For the 19th Annual General Meeting of Shareholders, scheduled for April 2008, the Company gives
an opportunity to minor shareholders to suggest what they consider important and useful matters for inclusion in the agenda. They are also given the right to propose qualified candidates for the position of Company director, 73
and to submit questions concerning the Company’s operational results prior to the meeting date. This opportunity was made available since the 18 th Annual General Meeting. Shareholders are able to communicate with the Chairman, the President, Company directors, and the Company Secretary via e-mail address at agm19@ssi-steel.com or by regular mail, within the time frame, conditions, and guidelines published on the Company’s website at http://www.ssi-steel.com. All of these were already informed to the Stock Exchange of Thailand via SETPORTAL system. All suggested matters must be considered by the Board of Directors. If they are approved, the Company Secretary will include those matters in the agenda, which will be itemized in the notice of the 19th Annual General Meeting of Shareholders, and then explain as well as answer them in the meeting. ▲
The Company sends three types of proxy forms, provided by the Ministry of Commerce, along
with each notice of meeting in order that shareholders have an opportunity to exercise their voting rights without being able to attend in person. Each shareholder is free to appoint a proxy in the way he or she prefers. Since Extraordinary General Meeting of Shareholders No. 1/2004 on November 18, 2004, the Company has provided more alternatives for absent shareholders with the new Proxy Form C, provided by the Ministry of Commerce, in which shareholders are able to appoint an independent director to attend and vote on their behalf. The Company has designated six people capable of being authorized, namely two independent directors, the Chairman of the Board of Directors, the Chairman of the Board of Executive Directors, the President, or the Company’s management, or any other person whom the shareholders choose. A shareholder may select any one of these. 2. On the Day of the Shareholders’ Meeting ▲
In 2007, the Company organized two shareholders’ meetings, as follows: 1) The 18th Annual General Meeting of Shareholders on April 10, 2007 which was held at the
Holiday Inn on Silom Road. Most Company directors were present to take pertinent questions from shareholders, and in particular the chairpersons of the various committees. Only the Chairperson of the Audit Committee could not attend, as she was participating in an overseas meeting of the International Organization of Securities Commission (IOSCO) during April 9 - 12. Other persons who did attend were senior executives and the Company auditor. 2) Extraordinary General Meeting of Shareholders number 1/2007 on June 26, 2007 which was held at the Narai Hotel on Silom Road. The purpose of the meeting was to obtain approval from shareholders to purchase shares in Thai Cold Rolled Steel Sheet Public Co., Ltd. from two major Japanese shareholders. Most Company directors and senior executives were present, especially the chairpersons of the various committees and the executives involved in the Company’s financial reports. The auditor was also in attendance to answer questions from shareholders concerning the same item. ▲
On the day of the meeting, the Company started the registration about two hours ahead of time.
Computer system was used to identify shareholders name in order to facilitate shareholders’ registration and reduce waiting times. Before commencing the meeting, the Chairman of the Board of Directors, who was the chairman of the meeting, read out the shareholders’ rights according to Company Articles, the procedures of the meeting, and equal votes. ▲
The chairman controlled the meeting in accordance with Company Articles, and conducted the
meeting in accordance with the agenda as contained in the notice of meeting. If the meeting proposes that the order of the agenda be changed, it must be approved by two thirds of the attending shareholders before the Chairman may do so. As of 2007 there has never been an instance of a request to change the order of 74
Sahaviriya Steel Industries Public Company Limited
the agenda, nor has there ever been a request by one third of the votes to introduce other matters not previously listed on the agenda. Neither has the Company ever added a new agenda without previously notifying shareholders by way of the notice of meeting. ▲
The chairman of the meeting allotted sufficient time to shareholders for them to express their
opinions and make inquiries during the meeting. The Chairman of the Board of Directors, the chairpersons of the various committees, and the Company directors were presented to answer the questions that concerned their particular function or position. Shareholders were also free to offer advice to the Board of Directors. ▲
Directors are elected in a shareholders’ meeting by the majority vote, according to the following
procedure: 1) Each shareholder has votes equal to number of shares he/she owns. 2) Each shareholder may use his or her votes, as per 1), to elect one or more directors. If many directors are to be elected, he or she must use all of his or her votes as per 1). He or she may not divide his or her votes among more than one candidate at any one time. 3) Candidates who receive the most votes, in order of high to low, are deemed elected, up to the number of positions available. If the last position available is claimed by two or more candidates who have received an equal numbers of votes, the Chairman shall cast the deciding vote. 3. After the Shareholders’ Meeting ▲
The Company Secretary always prepares minutes of the meeting within the period prescribed by
law after every shareholders’ meeting. The major elements of the report are the names of the directors and executives who attended, and the names of directors who did not attend, the voting methods, a summary of announcements, explanations, observations, questions, and answers, as well as the resolutions of the meeting, and the votes including the votes cast for and against them, as well as abstentions. ▲
The Company has published the minutes of annual general and extraordinary general share-
holders’ meetings within f our teen days of the meeting date on the Company’s website, at http://www. ssi-steel.com, since Extraordinary Shareholders’ Meeting number 1/2005. ▲
The Company Secretary has supervised and filed the minutes and notices of shareholders’
meetings ever since the Company was founded. ▲
Use and Protection of Inside Information for Trading of the Company’s Securities Details are to be found under the heading of Supervising the Use of Inside Information.
The Rights of Stakeholders The Company’s management for the sake of sustainable growth is based on the Company’s Business Philosophy, which comprises: 1. Devotion to excellence. 2. Adherence to quality of products and services. 3. Belief in the value of our personnel. 4. Commitment to honesty and ethics. 5. Dedication to our social and environmental responsibilities. It is part of the Company’s mission, as outlined in its business plan for 2003 - 2007, that “The Company shall create value adding for shareholders, provide equal treatments to all stakeholders, enhance quality of life in the community, and preserve the local environment.” Subsequently, January 24, 2007, at Board of Directors 75
meeting number 1/2007, a new business plan for 2007 to 2009 was approved to replace the previous plan and serve as a framework for company operations over the next three years. The Company’s vision and mission were revised, and new goals and strategies were formulated. The par t of the mission that deals with responsibilities to stakeholders was expanded from the community to include the wider society, as follows: “The Company shall enhance quality of life in the community, preserve the local environment, and be responsible to society.” The Company is truly concerned for the quality of life of all stakeholders, including employees and their families, the community, the society, and the environment. The Company aims to develop its steel industry in parallel with the quality of the community, society, and the environment. This commitment to sustainable development involves the establishment of effective systems of management for safety, occupational health, and the environment in accordance with ISO 14001 Environmental Management Standards and TIS 18001 Occupational Health and Safety Management Standards. Among the awards pertaining to these areas of concern, the Company has recently received the following: Type of Award
Awarding Body
Date
2007 National Award for Safety, Occupational Health, and Working Environment (received 7 years in succession)
Ministry of Labour
May 2007
2007 Honorary Award for the Outstanding Workplace in Labour Relations and Welfare Benefits (received 5 years in succession from 2003 - 2007)
Ministry of Labour
September 2007
2006 Prime Minister’s Industry Award for Energy Management
Ministry of Industry
August 2006
2007 Prime Minister’s Industry Award for Quality Management
Ministry of Industry
May 2007
The Company has signed a memorandum of understanding on reducing energy consumption in steel production with the Steel Industry Club of the Federation of Thai Industries, the Steel Pipe and Processing Steel Sheet Manufacturers Association, and major steel producers in Thailand in order to work together to reduce greenhouse gas emissions and energy consumption of the steel industry. The Company has continued to upgrade its production processes so as to minimize its own contributions to global climate change. Information concerning the Company’s action in this matter can be found on the Company’s website at http://www. ssi-steel.com. The Company is aware of the importance of human resources, and that high-quality employees make for corporate success. The Company has, therefore, numerous programs to ensure that its personnel enjoy a high standard of living, including fair compensation at levels comparable to market standards, along with a wide variety of fringe benefits, including provident funds, health insurance, accident and life insurance, transpor tation to and from the Company’s Bang Saphan plant, training, scholarships, and support for employees’ savings co-operatives. Maintaining a good work environment is another important aspect of Company employees’ safety and occupational health.
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Sahaviriya Steel Industries Public Company Limited
The Company has set up a number of working committees to engage in activities or improve relations between the Company and various groups of stakeholders. Some of the committees, working committees, and subcommittees established by the Company and listed below here have been in continuous operation for many years, while others were newly formed in 2007. The purposes of these groups have to do with the following segments of stakeholders: shareholders, investors, employees, clients, business partners, creditors, the community, society, and the environment. 1. The Human Resources and Welfare Management Working Committee is the main contact for the following issues: Names of Committees, Working Committees, or Subcommittees
Stakeholders
The The The The The
employees
Employee Benefits Committee Provident Fund Committee Personnel Development Working Subcommittee Master’s Degree Scholarship Selection Working Subcommittee Employee Recruitment Working Subcommittee
The Safety, Occupational Health, and Working Environment Committee
employees and business partners
The Damages Review Working Subcommittee
shareholders, employees, and creditors
The Employee Ethics and Values Promotion Working Subcommittee The Succession Planning and Development Working Subcommittee
various groups
2. The Working Committee of Production Planning, Raw Material Usage, and Finished Goods Delivery is the main contact for the following issues: Names of Committees, Working Committees, or Subcommittees
Stakeholders
The Service Quality Improvement Working Subcommittee
clients
The Slab Suppliers Audit Working Subcommittee
clients, business partners, and creditors
3. The Corporate Communication Working Committee is the main contact for the following issues: Names of Committees, Working Committees, or Subcommittees
Stakeholders
The Environmental Communication and Activity Working Subcommittee
employees, clients, community, society, and environment
The Working Subcommittee for Publicizing Steel Production Technology Advances
shareholders, investors, employees, clients, and creditors
77
4. The Productivity Working Committee is the main contact for the following issues: Names of Committees, Working Committees, or Subcommittees
Stakeholders
The Safety, Occupational Health, and Environment Management Steering Committee The Energy Conservation Steering Committee
various groups
5. The System and Product Development Working Committee is the main contact for the following issues: Names of Committees, Working Committees, or Subcommittees
Stakeholders
The Product Quality Working Subcommittee
clients
The Working Subcommittee for Joint Monitoring of Research Projects with the Applied Iron and Steel Research Centre The Research and Development Monitoring Working Subcommittee
employees, clients, and business partners
6. The Information Technology Steering Committee is the main contact for the following issues: Names of Committees, Working Committees, or Subcommittees
Stakeholders
The Intranet Web ssi.net Development Working Subcommittee
employees
The Corporate Website Working Subcommittee
various groups
7. Other working committees that report directly to the President, including: Names of Committees, Working Committees, or Subcommittees
Stakeholders
The TQA Working Committee The Climate Change Initiative Working Committee
various groups
The examples of joint action or co-operation between the Company and various groups of stakeholders in 2007 were the following: ▲
The Slab Suppliers Audit Working Subcommittee invited four overseas raw material suppliers for
discussions with the Company on three occasions. Purposes of meeting were to build good relations, exchange ideas and experiences, in particular technical protocols and specifications, and to seek solutions to problems related to raw material quality and other issues. ▲
The Service Quality Improvement Working Subcommittee hosted a number of activities to promote
good customer relations, resolve problems, take complaints, and listen to suggestions and proposals from customers that would lead to product and service quality developments in accordance with customers’ requirements. Among them were visits to customers, monthly meetings with important customers, customer satisfaction surveys twice a year, seminars to provide some customers with product information, advice and assistance to customers concerning problems they might have with the Company’s products, and answering questions or giving information related to the Company’s products through the Company’s website, http://www.ssi-steel.com. ▲
The Purchasing Department made visits to the plants of twenty-two suppliers to examine their product
quality and production process to determine its suitability for the Company’s needs. Suggestions were also made for improvements in product quality that would satisfy the Company’s requirements. The Department also examined their efficiency in product delivery. Studies of parts and materials development among domestic 78
Sahaviriya Steel Industries Public Company Limited
suppliers continued with a view to finding substitutes for imports. The Company also hosted a seminar and conference with suppliers of goods and services in February 2008, just as it had in 2006, in order to explain the Company’s policies regarding procurement and contracting, as well as the Company’s safety and environmental policies. ▲
The Company has publicized its procurement and contracting news on its website, http://www.
ssi-steel.com, for the information of business partners and potential suppliers of goods and services. Such suppliers can seek listings as registered providers through the same website, thus enhancing the Company’s efficiency and transparency in procurement. Since stakeholders can be affected by the Company’s infringement of their rights and seek compensation, the Company has taken out insurance to protect stakeholders in certain cases, such as life, health, and accident insurance for employees and directors, directors and officers liability insurance, marine cargo insurance, and public liability insurance. Although the Company’s treatment of stakeholders has long been as mentioned above, the Board of Directors has nonetheless set policies regarding care for its stakeholders in writing, for the sake of greater clarity. These policies are presently being considered as a means of providing stakeholders greater protection. The Company is, moreover, considering the proper channels for “whistleblowers” and other forms of complaint, including mechanisms for protecting “whistleblowers”.
Information Disclosure and Transparency The Board of Directors recognizes the importance of disclosing significant information about the Company, both financial and non-financial, to investors, and that such information must be accurate, complete, timely, and transparent. Such disclosure must also take place according to the principles laid down by the SEC and SET regarding good corporate governance, in which shareholders should have equal access to corporate information, since such information has a major impact on the price of Company shares on the SET. The Board has clearly declared its commitment to these ideals in item No. 1 and 7 of the Company’s Good Corporate Governance Policy mentioned earlier. The Company established a unit directly responsible for disclosing corporate information to investors and as a main contact in communication with investors, shareholders, and securities analysts, namely the Investor Relations Office. Another unit responsible for contacts with mass media and the general public the Public Relations Office, was also formed. The unit responsible for disclosing corporate information to the SET and the SEC is the Corporate Secretariat Office. In 2007, the Company disclosed corporate information to various stakeholders through the following channels: 1. The Investor Relations Office ▲
Published the Company’s financial and non-financial information, its good corporate governance policy, its business philosophy, and its code of ethics both in Thai and English on its website, www. ssi-steel.com. The website gives investors and shareholders convenient, continuous, and equal access to updated corporate information.
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▲
Arranged for better communication between investors and shareholders and the Company. Investors and shareholders can ask questions of executives or request more information from the Company through its e-mail address pr-ir@ssi-steel.com. They can also register to receive e-mail updates through the Company’s website.
▲
Organized analyst meetings on a quarterly basis to announce the Company’s operational results and financial status on the work day following the disclosure of the Company’s non-reviewed or unaudited financial statements to the SET. A quarterly update was also provided to those attending each meeting.
▲
Arranged eleven one-on-one meetings between senior executives of the Company and Thai and foreign institutional investors and securities analysts.
▲
Participated in a corporate road show to present corporate information on February 13, 2007 at the Asia-Pacific Fixed Income Investor Conference 2007, organized by Citibank in Hong Kong.
2. The Public Relations Office ▲
Prepared quarterly news releases for the mass media concerning the Company’s financial status and operational results on the work day following disclosure of the Company’s non-reviewed or unaudited financial statements to the SET.
▲
Issued press releases and photo releases regarding corporate activities to reporters, so that information about the Company reaches investors and the general public from time to time.
▲
Set up interviews with corporate executives when so requested by the mass media, to foster understanding and/or promote accurate knowledge of the Company.
▲
Arranged for publication of information and articles about the Company through various media, including: ▲
print materials such as newspapers, annual reports, and books and brochures.
▲
participation in and organization of exhibits presenting corporate information to target groups and the general public.
▲
special and electronic media, such as videos and the corporate website, http://www.ssi-steel.com.
▲
provision of channels for comments, questions, and requests for additional corporate information via e-mail, at pr-ir@ssi-steel.com.
3. The Corporate Secretariat Office ▲
Disclosed all information necessary for investors to make decisions, according to the rules laid down by the SET and SEC, in particular the Company’s quarterly and annual financial statements, both the non-reviewed and unaudited repor ts, to the SET, and the quarterly and annual financial statements, both reviewed and audited reports, to the SET and the SEC.
▲
Sent the 2006 Annual Report (Form 56-2) to the Company’s shareholders, along with a notice of meeting for the Annual General Meeting of Shareholders, and informed the SET and the SEC of the same, no later than 110 days from the end of the fiscal year.
▲
Released the 2006 56-1 Report (Form 56-1) for the fiscal year ending December 31, 2006 to the SET and SEC no later than three months from the end of the fiscal year.
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Sahaviriya Steel Industries Public Company Limited
Responsibilities of the Board of Directors ▲
The Board of Directors: Structure, Role, and Duties The Board of Directors consists of fifteen people, five of whom are independent directors, in accordance
with item No. 8 of the above policy. The definition of “independent director” is found in item No. 1, Management, under the heading of Shareholding Structure and Management. Of the ten non-independent directors, one director, namely Mr. Win Viriyaprapaikit, the President, occupies management positions as well, and another two directors are representatives from banks, namely Mr. Permpoon Krairiksh and Mr. Nuttawit Boonyawat, representing Siam Commercial Bank Public Co., Ltd. and the Bank of Ayudhya Public Co., Ltd., respectively. The Board of Directors has decentralized its authority and duties by establishing a number of committees to ease its burden of responsibility, in which these committees help study and sort through matters of importance delegated to them in meetings of the Board of Directors. The six committees are: the Board of Executive Directors, the Audit Committee, the Nomination Committee, the Remuneration Committee, the Good Corporate Governance Committee, and the Risk Management Committee. These last two were established by the Board of Directors on December 3, 2007, with an independent director serving as chairman just as in the cases of the Nomination Committee and the Remuneration Committee. Most of the members of the Nomination Committee are independent directors. Its task is to seek out suitable candidates to be proposed for nomination to the post of director or president. Most of the members of the Remuneration Committee are not independent directors. The Board of Directors will consider increasing the number of independent directors henceforth as the need arises. All members of the Audit Committee, including the chairperson, are independent directors. The scope of authority, duties, and responsibilities of the Board of Directors, and of the other committees are to be found in item No. 1, Management, under the heading of Shareholding Structure and Management. The Company’s Secretary offers advice on matters of law and regulations that the Board of Directors needs to know, handles the activities of the Board of Directors, and ensures that the resolutions of the Board of Directors are implemented. At present, the Company’s policy does not specify that the Chairman of the Board of Directors must be an independent director, as this might deprive the Company of people suitable to fill the position. The steel industry requires personnel with specialized skills and experience, in addition to a broad vision and managerial expertise to maximize benefits for the Company, its shareholders, and stakeholders. In the area of management structure of the Company, key positions are divided among various people. Dr. Maruey Phadoongsidhi is the Chairman of the Board of Directors, Mr. Wit Viriyaprapaikit is the Chairman of the Board of Executive Directors, and Mr. Win Viriyaprapaikit is the President. Each position has clear and separate scope of authority and responsibility, which is in accordance with the Company’s Good Corporate Governance Policy mentioned earlier in item No. 10. The term of office for each of five committees, namely the Audit Committee, the Nomination Committee, the Remuneration Committee, the Good Corporate Governance Committee, and the Risk Management Committee, has been specified by the Company, but the number of terms a director may retain in the same position for succession period has not been specified. This is for flexibility in finding suitable persons with the special experience and competence required for the tasks assigned and nature of the Company’s business. The Company is presently considering what policy it should adopt regarding the Company’s directors and senior executives holding common directorships in related companies, and what measures to take and types of information disclosure would be appropriate.
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▲
Meetings of the Board of Directors The Company arranges in advance the meetings of the Board of Directors and the other committees,
and informs each director and the relevant departments of the schedules of the meetings. The Board of Directors is required to meet every three months, and may meet more often as necessity requires. Each director may suggest items to be included in the agenda. The Chairman and the President jointly consider what items to be included in the agenda of meetings of the Board of Directors to ensure that important matters are given sufficient attention. During meetings of the Board of Directors and the other committees, senior executives directly involved in the matter under consideration participate so as to provide additional information and enable the directors to become familiar with the executive concerned. This familiarity is helpful when considering on succession plans. At each meeting of the Board of Directors, the Board receives reports on business operations and followup reports on the progress of work it had assigned, and considers on matters within its scope of authority. The Board of Directors oversees the implementation by management and the various committees of the policies and plans for which they are severally responsible to the Board. The Company Secretary facilitates meetings which, according to Good Corporate Governance Policy, item No. 14, mentioned above, require, as per Company Articles, delivery of a notice of meetings at least seven days before the meeting date. In 2007, the Board of Directors met seven times, i.e. in January, February, April, May, August, November, and December. Notices of meetings and supporting documents were sent to directors approximately ten days in advance of the date of meeting. The Board of Executive Directors is required to meet once a month, and may have additional special meetings as necessary. The Company Secretary arranges the meetings and the prior delivery of documents in the same way as for meetings of the Board of Directors. During 2007, the Board of Executive Directors met once per month, except in April and November, when it met twice, making a total of fourteen meetings. The Audit Committee met eleven times, i.e. once per month except in April, to perform their functions independently, within the scope of their duties and responsibilities as assigned by the Board of Directors. The Secretary of the Audit Committee organized these meetings and issued notices of meetings and documents at least seven days in advance and three days in advance, respectively, as per the Company’s Audit Committee Charter (volume 2). The Nomination Committee met three times during the year, once each in January, February, and December. The Remuneration Committee also met three times, namely in February, April, and December. In addition, the Company also held specific meetings for the five independent directors. In 2007, they met four times, once each in February, May, August, and November, to discuss problems related to the Company’s management. If there were any important issues, the independent directors would present them to a meeting of the Board of Directors for further consideration. Furthermore, every director took part in corporate management. Informal meetings of directors would also be arranged to discuss particular issues concerning which knowledge, experience, or ideas would be contributed by those directors, such as topics related to engineering, production, or management. Certain matters are also discussed over the telephone with directors experienced in that issue on a regular basis.
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Sahaviriya Steel Industries Public Company Limited
Directors’ Attendance at Meetings in 2007 (Number of Meetings Attended / Number of Meetings) Name
1. Mr. Maruey Phadoongsidhi
Board of Directors
Board of Executive Directors
Audit Committee
Nomination Committee
Remuneration Committee
Meetings of Independent Directors
▲ 7/7
▲ 14/14
▲
▲
▲
▲
7/7
13/14
Chairman 2. Mr. Wit Viriyaprapaikit Director 3. Mrs. Prapa Viriyaprapaikit
2/7
Director 4. Mr. Somchai Pipitvijitkorn
7/7
14/14
3/3
Director 5. Mr. Taweesak Senanarong
7/7
3/3
Director 6. Mr. Visith Noiphan
6/7
9/11
3/3
4/4
Independent Director 7. Mr. Tongchat Hongladaromp
6/7
3/4
Independent Director 8. Prof. Kesree Narongdej
7/7
11/11
4/4
Independent Director 9. Mr. Tawee Butsuntorn
7/7
3/3
4/4
Independent Director 10. Mr. Prateep Buphaintr
7/7
11/11
3/3
4/4
Independent Director 11. Mr. Kamol Juntima
6/7
3/3
Director 12. Mr. Piya Viriyaprapaikit
7/7
13/14
7/7
14/14
4/7
6/14
4/7
7/14
Director 13. Mr. Win Viriyaprapaikit Director 14. Mr. Permpoon Krairiksh Director 15. Mr. Nuttawit Boonyawat Director Note:
Some directors did not attend scheduled meetings, as shown in the table above, due to urgent business that necessitated their absence. Mrs. Prapa Viriyaprapaikit was absent due to health problems. All directors who were absent had given advance notice of their absence. If any such director had a comment or proposal to make concerning any item in the agenda, he or she could submit the same through the Company Secretary or the secretary of the particular committee of which he or she was a member for discussion in the meeting.
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▲
Assessing the Performance of the Board of Directors In 2007, the Board of Directors assessed its own performance, using the Board of Directors Self-
Assessment Guide of the Stock Exchange of Thailand. Its first use of this method was in early 2006 to assess its own performance in 2005. It has since employed this same approach for the years 2006 and 2007. However, the Board of Directors does not employ this approach at the individual level. The Audit Committee also conducts self assessment once a year, according to the Audit Committee SelfAssessment Guide from the Thai Institute of Directors (IOD) and the American Institute of Certified Public Accountants (AICPA). The Audit Committee has been doing this since 2000, and submitting its reports to the Board of Directors annually as well. ▲
Compensation for Directors and Executives At the 16 th Annual General Meeting of Shareholders on April 5, 2005, it was resolved that the guidelines
and payment rates for directors be adjusted to more appropriate levels. The Board of Directors and the Board of Executive Directors were to receive monthly compensation, while other committee members would be compensated for each meeting. The President, an executive position, would be compensated only for his/her executive role, but not as a director. Remuneration for directors and executives would be based on their scope of responsibility, and the Company’s overall performance. Remuneration for executives would also be based on their goals program. Directors’ and executives’ remuneration packages should be attractive enough to keep the qualified persons, and should be comparable to that of other companies rated “good” in corporate governance, and other companies in similar industries. Remuneration for directors and executives was consistent with the criteria proposed by the Remuneration Committee, approved by the Board of Directors, and authorized by a meeting of shareholders. Detailed information on compensation for directors and executives is presented as item No. 3, Remuneration for Directors and Executives for 2007, under the heading of Shareholding Structure and Management. At the 18th General Meeting of Shareholders on April 10, 2007 it was resolved that 2006 bonuses to be paid to all fourteen directors (not including the President, who is also an executive of the Company) according to the guidelines for directors’ bonuses. These guidelines specify that directors continue to receive bonuses only for as long as shareholders are paid dividends. Thus, compensation for directors is linked to the overall performance of the Company. ▲
Development of Directors and Executives It is Company policy to encourage and support directors and executives who take courses or engage
in activities that enhance their knowledge and competence so that they might contribute to improvements in company operations. Such courses might be arranged in-house or outside at other institutions. Most of the Company’s directors and senior executives receive their training at the Thai Institute of Directors (IOD). Among the courses offered are the Director Certificate Program (DCP), the Director Accreditation Program (DAP), the Audit Committee Program (ACP), and Understanding the Fundamentals of Financial Statements (UFS). Another program, Capital Market Studies, is offered by the Capital Market Academy Leaders Program of the SET. The Company has also established policies and procedures on personnel development. Guidelines for staff training and seminars and reimbursement have also been set. In 2007, the five directors whose terms expired were re-elected for a new term, and training in such cases remained as described in the previous paragraph. If a new director were to be inducted, however, the Chairman would explain the Company’s nature of business and business operation guidelines, and provide 84
Sahaviriya Steel Industries Public Company Limited
documents and information helpful in performing his/her duties, such as the Director’s Manual, the Corporate Authorization Manual, the Code of Ethics, the Corporate Information, and others. For new executives, the introduction to the Company’s business and operation is provided by executives in each department, along with the documents, manuals, and information he/she needs to perform his/her functions. ▲
The Succession Plan The Company has formulated the Human Resource Management Policy and Procedure (Extra Volume
No. 2/2005) regarding succession plans as a way of preparing for future manpower needs and identifying successors to key positions. On February 12, 2007, the Company formed a Succession Plan Working Subcommittee to makes plans and set ways of grooming successors through individual development plans that enable them to achieve a full measure of competencies as described in the Company’s guidelines. ▲
Business Ethics The Company has established a business philosophy, a code of business conduct, and a code of ethics
for employee in 2000. In 2001, the Company announced Human Resource Management Policy and Procedures concerning Code of Ethics for Employee, and Procedures on Ethics and Ethical Guidelines. In the same year, the Board of Directors approved a code of ethics for company directors. The Company printed its codes of ethics as manuals and distributed them to all employees as practical guidelines. The above information was also published in the Company’s website. The Code of Business Conduct, the Code of Ethics for Directors, and the Code of Ethics for Employees are as they appear below: ▲
Code of Business Conduct The Company must conduct itself responsibly, transparently, honestly, and with competitive competence
while treating each of the following groups fairly: 1. Shareholders and Investors The Company must maintain good operating results to ensure good returns to the shareholders and investors. 2. Customers The Company must provide reasonably priced, high-quality products and services that meet the needs of customers. 3. Business Partners and Creditors The Company must conduct its operations on a basis of fair and mutual support. 4. Competitors The Company must conduct its operations on the basis of fair competition. 5. Employees The Company must offer employees a good standard of living at wages that are competitive with similar jobs in the labour market, with appropriate benefits, with opportunities for career advancement, and in a safe, healthy working environment. 6. The Government The Company must work to promote national prosperity and progress, in obedience to the laws of the land and conformity to general business practices.
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7. The Community and Society The Company must take its share of responsibility for the community and society and consider the impact of its operations on natural resources and the environment. The Company will aim for the appropriate balance among the needs of these various groups and give them all equal consideration. ▲
Code of Ethics for Company Directors 1. The Company’s directors must fulfill their duties in the spirit of the Company’s principles of good
business conduct and adhere to the code of ethics established by the Company. 2. The Company’s directors must fulfill their duties in compliance with the law, the objectives and the Company’s Articles of Association, and the resolutions of shareholders’ meetings, and with all due honesty, integrity, and care for the interests of the Company. 3. The Company’s directors must dedicate sufficient time and knowledge, competence, and managerial skill to the fulfillment of their duties and responsibilities, for the prosperity and stability of the Company and for good returns. 4. The Company’s directors must fulfill their duties as a responsibility to the shareholders and with all due concern for the interests of stakeholders, and must treat all groups as fairly and prudently as possible. 5. The Company’s directors must not use their position for wrongful gain, must not disclose the Company’s secrets to outsiders, must not seek gain for themselves or those related to them by means of information not yet publicly disclosed, and must not do anything that would result in a conflict of interest. ▲
Code of Ethics for Employees 1. Respect for the Organization Employees must join in strengthening and upholding the honour of the Company in their
attitudes and behaviour. Good employees demonstrate pride in the Company, defend and maintain its respectability, and help to enhance its public image. 2. Loyalty and Honesty Employees must act with integrity. They must not seek remuneration or gain from outside, nor use their position in the Company for their own interests or those of their families, relatives, or other people. 3. Diligence Employees must perform the work for which they are responsible with all due care and diligence. They must devote themselves to the work of the Company with all their ability and strive for the success of their work and the greater good of the Company. 4. Discipline Employees must comply with the Company’s policies, regulations, orders, rules, and good corporate culture, and must learn the said policies, regulations, orders, and rules with the clarity needed to practice them correctly. 5. Preserving Secrecy Employees must keep corporate information confidential and not disclose any of it or use it for personal benefit, either one’s own or others’, without permission from those in authority. Exempt from this prohibition is information that needs to be disclosed in the normal conduct of business or has already been disclosed to the public.
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Sahaviriya Steel Industries Public Company Limited
6. Using and Protecting Corporate Assets Employees must use and protect the Company’s assets for the greatest possible benefit of the Company, not for personal benefit, either one’s own or others’. All assets must be maintained in good condition for the sake of their effective, long-term use. 7. Conflicts of Interest Employees must not engage in any activity that conflicts with the interests of the Company, results in loss or diminishment of benefits for the Company, or seeks to share in the Company’s benefit, such as: 7.1 Conducting any business or activity that competes directly or indirectly with the Company’s activities. 7.2 Conducting any business or activity that sells goods or services to the Company, accepts contracted work from the Company, or may be considered as representing any person or organization that sells goods or services to the Company or accepts contracted work from the Company. 7.3 Having any financial interest or owning shares or interests in any business competing with the Company or having any type of transaction with the Company, such as clients, sales agents, contractors, or suppliers of goods or services, providing the said interest or share is one which may be affected by any commission or omission of the employee in the employee’s normal course of duties in the Company. 8. Accepting Gifts Employees must not accept abnormally expensive gifts and/or offerings at events or gatherings of any type from those who do business with the Company or anyone who might benefit from their normal course of duties. If such a gift is accepted, only to discover later that its value is considered abnormal, the recipient must inform his/her superior of the fact and await whatever consequences are considered appropriate. 9. Personal Behaviour Employees must conduct themselves in a manner befitting a representative of the Company in terms of behaviour, manners, type of dress, character, and attitude. Employees must not behave in ways that devalue themselves or the Company. They must strive to develop their knowledge and abilities in ways that enhance the value of their work and promote the greater prosperity of the Company. 10. Conduct of Superiors and Subordinates Employees with superior positions must act as leaders and set good examples for those under them in terms of behaviour, developing morale, listening to the opinions of their subordinates, and protecting them with all due fairness and reasonableness. Employees who are subordinate must listen and obey their superiors and conform to the discipline and regulations of the Company. They must not act in a stubborn, aggressive, or hostile manner to their superiors, but rather respect them and observe the appropriateness of time and place. 11. Utilizing Social and Political Rights Employees are free to engage in social activities, but must avoid activities that are illegal, immoral, inappropriate, unproductive or harmful to society. They must protect their own dignity and ensure that the Company’s position in the community and society is not impaired by their actions. Employees are free to utilize their political rights, such as voting in elections and participating in political parties, but must not do anything to promote the understanding that the Company is involved in or favours any one political party.
87
Since 2003, the Company has organized campaigns to promote consciousness and compliance with the Company’s ethics and values throughout the organization as integral parts of the corporate culture. Publicity, communications, and events that highlight these issues are arranged by the Employee Ethics and Values Promotion Working Subcommittee, and the Working Subcommittee for Publicizing and Promoting Employee Ethics and Values. In 2007, these two committees organized the following activities: ■
publicized the Code of Ethics through the Company’s intranet, thus facilitating access by staff at all times.
■
promoted the greeting “Sawaddee” in the Company as part of a campaign to improve manners.
Information about proper dress, character, and personal conduct under the heading of “Good Behaviour” was also publicized through the intranet. ■
organized activities for “Ethics Week”, which is the third week of August each year. Other activities
are also organized throughout August, including: ▲
charity work for society, by encouraging staff to make donations to the Buddhist Monk’s Hospital.
▲
delivering a morning talk about ethics as it relates to workplace safety, during “Ethics Week”.
▲
posting articles about ethics and values on computer screens, attaching stickers with ethical messages to the staff vans at the plant, and holding a contest for the best “Ethics and Values” board.
▲
playing the “Ethics Song” for staff to sing, organizing poetry and essay contests on the subject of ethics, staging games and quiz contests with questions about ethics, and selection of a model employee by votes cast by colleagues. The management supports these activities and honours the winner of this contest with a prize.
Also in 2007, the Company hosted the following trainings and seminars concerning ethics and good corporate governance: Topic
Date(s)
Lecturer
Conflicts of Interest
February 2, 2007
Professor Hiran Radeesri, Corporate Governance Center, The Stock Exchange of Thailand
Prevention and Control of AIDS
February 21, 2007
Lecturer from Thanyarak Hospital
Buddhist Ethics, Class 6
June 7 - 9, 2007
Lecturer from the Young Buddhist Association of Thailand, under Royal Patronage
Teamwork
June 18 - 20, 2007
Khun Kritipong Dechasongcharat
Dharma and Workers
July 20, 2007
Pra’ Achan Mahasompong Talaputto
Cost of Business Conduct
November 23, 2007
Khun Tawee Butsuntorn Company Director
Protection of Inside Information For Trading of the Company’s Securities
December 18, 2007
Khun Vilai Chattanrassamee Vice-President, Finance and Accounting Division
Avoiding Narcotics at Work
December 20, 2007
Pra’ Kru Winai Torachat
▲
Conflicts of Interest The operations of the Company rely on the support of related companies in many ways. The most
important of these are distribution channels, inland and sea transportation, and repair and maintenance of plant machinery. For this reason, related parties and related transactions arise under the ordinary course of business and general trading conditions. 88
Sahaviriya Steel Industries Public Company Limited
The Company has undertaken numerous measures to ensure transparency, clarity, and accountability in its related transaction reports, mentioned earlier. Such reports enhance the Company’s accountability and its success in conducting business, for example: ▲
2004:
Policies on trade discounts as a means of increasing competitiveness, increasing sales and market share, and rewarding loyal customers who continue their purchase of the Company’s hot rolled coil.
▲
Rules and procedures governing the extension of commercial credit in order to systematize the authorization of credit and minimize the credit risk.
▲
Reports on the Company’s sales volume and prices to the meetings of the Audit Committee on a quarterly basis, since the first quarter of 2004. This is to ensure that transactions between the Company and related parties are under the ordinary course of business and general trading conditions.
▲
2006:
Establishment of a Credit Committee in August to analyze and sort the amounts and types of commercial credit suitable for each client, considering the client’s needs and repayment ability, along with types of guarantees to prevent or reduce the risk of giving credit. The Committee also consider on giving extensions of credit terms on a client-by-client basis.
▲
2007:
Reports on the Company’s sales volume and prices to the meetings of the Board of Executive Directors on a monthly basis, since October. The reports are of the same type as those given to the Audit Committee.
When any related transaction is discussed by the Board of Directors, all directors with interests in that transaction must not participate in the discussion, and must absent themselves while that transaction on the agenda is under consideration. ▲
Internal Control and Internal Audit Systems Details can be found under the topic of Internal Controls.
▲
Risk Management Details can be found under the topic of Risk Management. On December 11, 2007, the Company received the 2006/07 Board of the Year for Distinctive Practices
Award, under the Board of the Year Awards 2006/07. This was to recognize listed companies with good in their corporate governance. It was the second time for the Company to receive such award. The fist time was that the Company received the 2004/05 Board of Director for Distinctive Practices, under the Board of the Year Awards 2004/05, on November 28, 2006. This award is supported by the National Corporate Governance Committee, the Thai Institute of Directors, the SET, the Thai Chamber of Commerce, the Federation of Thai Industries, the Thai Bankers’ Association, the Thai Listed Companies Association, and the Federation of Thai Capital Market Organizations.
89
Supervising the Use of Inside Information
▲
The Board of Directors seeks to prevent
Any changes in management holdings of
unfair and irregular activities related to the buying
the Company’s securities must be reported
and selling of the Company’s securities, and strictly
within three working days from the date of
adheres to the Securities and Stock Exchange Act
buying or selling of the said securities, so
of 1992. This position is stated in the Board of
that
Directors Policy number 1/2007 on the topic of Good ▲
Corporate Governance, which is a revision of the
Directors and executives as defined
Board’s previous Policy Statement of 2002, which
by announcements of the Securities
declares that “The Board of Directors shall regulate,
and Exchange Commission (SEC) can
supervise, and monitor compliance with its guidelines
report their transactions in Company
concerning the use and protection of inside
securities directly to the SEC, or request
information for trading of the Company’s securities,
that the Company Secretary make such
and communicate them to all relevant parties.”
a report on their behalf.
▲
In December 2007, the Company announced
Executives not so defined by announce-
guidelines for the Board of Directors regarding the
ments of the SEC report their transac-
use and protection of inside information for trading
tions in Company securities to the
of the Company’s securities in conformity with the
Company’s Legal Office.
aforementioned Board of Directors Policy number ▲
1/2007. The stated intention of the Board of Directors
Directors and employees who possess
was “that there be equality and fairness among all
inside information that has not yet been
shareholders. It is therefore the duty of every director
disclosed to the public must protect such
and employee, at every level, who knows or might
information with all possible care and must
know inside information that has not yet been
limit access to such information to only
disclosed to the public, to not engage in any activity
those who need to know it, and must not
related to buying or selling Company securities”.
disclose it to the public or express an
The Company held a meeting in December 2007
opinion concerning it except as legally
explaining the following guidelines to all executives
required or with the permission of the
and employees who could be involved in such
appropriate corporate authority or his/her
matters:
assigned representative.
▲
Directors and employees must not use
Prior to the Board of Directors’ announcement
inside information from reports that have
of these guidelines in 2007 concerning the use and
been or will be made regarding the
protection of inside information for trading of the
Company’s business activities for the
Company’s securities, the Board of Directors was
benefit of themselves or others. Moreover,
already in compliance with the regulations as it
they must not advise others on the buying
had published a code of ethics for employees in 2000
or selling of securities based on such
regarding the keeping of Company secrets and in
information.
2001 for Company directors regarding the keeping of Company secrets and the illegal pursuit of personal gain. 90
Sahaviriya Steel Industries Public Company Limited
▲
“Employees must keep the confidentiality of
A report on the shareholdings of Company
all corporate information and avoid disclosing any
directors and executives must be made
news or information before it has been disclosed to
at every meeting of the Board of Directors,
the public, such information must not be used for
no matter whether any changes in such
their own or others gain. Only disclosed information
holdings have occurred or not. If any
and matters relating to ordinary operations of the
change has occurred, to whatever degree,
Company can be used for ones own or other gain.”
the Company or the executive involved must report the transaction in form 59-2
“The Company’s directors must not use their
and disclose it in the manner required to
position for wrongful gain, must not disclose the
the SEC.
Company’s secrets to outsiders, must not seek gain for themselves or those related to them by use of information not yet publicly disclosed, and must not do anything that would result in a conflict of interest.”
In addition, the Company has been active in the following ways: ▲
The Company has been careful in its use of inside information and restricted it to a limited number of executives and employees on a need-to-know basis. Important corporate information must be immediately disclosed to the Stock Exchange of Thailand (SET), after it has been divulged by the Board of Directors.
▲
The Company must disclose impor tant Company information on an official basis through the SET before publicizing it through other channels. In this way, investors have equal access to corporate information without any investors gaining advantage over others. Also, only particular people are directly responsible for the disclosure of Company information and explaining it, thus enhancing clarity of communication and preventing misunderstanding.
91
Internal Controls
The Board of Directors of Sahaviriya Steel
Committee of Sponsoring Organizations of the
Industries Public Co., Ltd. (SSI) recognizes the impor-
Treadway Commission (COSO). This framework
tance of good, effective internal controls in preventing
consists of five main control components, namely:
harm and minimizing risk to its business activities
1. Control environment
and in achieving the Company’s vision and mission.
2. Risk assessment
To that end, SSI established in 1998 an Internal Audit
3. Control activities
Office to audit and review its system of internal
4. Information and communications
controls, and extended the Office’s scope of inquiry
5. Monitoring and evaluation
to include its subsidiaries, West Coast Engineering To perform the duties as assigned by the
Co., Ltd. and Prachuap Port Co., Ltd.
Board of Directors, at a meeting in 2000, the Audit The Board of Directors has, moreover,
Committee evaluated the adequacy of the Company’s
assigned to the Audit Committee to ensure the appro-
internal control system based upon the evaluation
priateness and efficiency of the Company’s systems
form of the Securities and Exchange Commission.
of internal controls and internal auditing.
The Audit Committee continued to conduct evaluations until 2005, at which time corporate management
The Internal Audit Office has studied Inter-
introduced, at another Audit Committee meeting, the
national Standards for the Professional Practice of
Company auditor’s internal control system self-
Internal Auditing produced by the Institute of Internal
assessment form as another tool to be used by the
Auditors (IAA) and applied those deemed appropriate
Audit Committee for evaluating the Company’s
to its own working guidelines. Areas of audit encom-
internal control system.
pass the financial, accounting, operational, management, and compliance to laws and regulations of
In 2007, the Company appointed a new
government agencies and especially the regulatory
auditor from Ernst and Young Office Limited.
bodies, as well as maintain the security of its infor-
Corporate management submitted the internal control
mation systems. Reports on the audit findings, its
system self-assessment forms of Ernst & Young and
recommendations, and results of monitoring and
from its former auditors Deloitte Touche Tohmatsu
improving various departments within the Company
Jaiyos Co., Ltd. at a meeting of the Audit Committee
are made to the corporate management, the Audit
for use in their work of evaluation. The Audit Commit-
Committee, and the Board of Executive Directors for
tee has submitted the results of these various
their consideration and further action.
assessment tools at meetings of the Board of Directors on an annual basis.
The framework of controls adhered and referred to by the Internal Audit Office and the Audit
The results of these assessments of the
Committee in their operations has been set forth as
Company’s internal control system can be summa-
the Internal Control Integrated Framework of the
rized as follows:
92
Sahaviriya Steel Industries Public Company Limited
Control Environment
Control Activities ▲
▲
Tone at the Top: Corporate management,
Corporate regulations, policies, and guide-
and in particular the President, communicates with
lines have been defined to ensure proper procedures.
staff through the Company’s in-house monthly maga-
In addition, a manual of authorization chart has been
zine. In 2007, the nature of the Company’s business
published clearly specifying the scope of authority
and ideas concerning their achievements were
accorded to the Board of Directors, the Board of
communicated to staff through an address by the
Executive Directors, and management at each level
Chairman, part of which said, “...whatever you do, do
in each functional area of the Company. In this way,
not just consider yourself, but think of what everyone
the Authorization Chart is clearly shown and those
will gain. What you get individually is to be regarded
delegated are held responsible and accountable.
as a byproduct of this approach.” In addition, person-
This manual is also periodically reviewed. In January
nel are asked to co-operate with one another and
2007, the Operational Authorization and Procedure
adhere to a strict code of ethics, especially in matters
Working Subcommittee was established to review
where honesty is concerned. Personnel are expected
existing operational authority and produce a new set
to improve themselves at all times to ensure stable,
of operational procedures that ensures that authority
sustainable growth for the Company, based on good
is properly delegated and sufficiently flexible to be
corporate governance.
of practical use. ▲
Risk Assessment
The Company has established a mecha-
▲
nism of control to ensure strict compliance with
The Risk Management Working Group and
the law. All legislation pertaining to the Company’s
Risk Management Working Subcommittee are vital
business has been compiled into a database and
instruments to ensure that the Company’s risk
a staff member assigned to correct, complete, and
management proceeds systematically and effectively.
update this database at all times. A system of
Since 2004, each division is expected to assess and
monitoring such compliance has also been set up,
analyze its own exposure to risk and set guidelines
with each department reporting on its compliance
for managing such risks. Monitoring of compliance
with relevant legislation on a quarterly basis.
with these guidelines must also be carried out systematically, and reports on these assessments
▲
and any actions taken concerning them must be
The Company has instituted a number of
standard management systems for its operations,
presented to the Board of Executive Directors and the
including ISO 9001 : 2000 quality management stan-
Audit Committee each quarter, as mentioned under
dards, ISO 14001 : 2004 environmental management
the topic of Risk Management.
standards, and TIS 18001 occupational health and ▲
safety standards. It has also been cer tified for
In December 2007, a Risk Management
TIS 17025-2548 (ISO/IEC 17025 : 2005) laboratory
Committee was established specifically for the
performance standards, JIS Mark product quality
purpose of managing risk. The Company recognizes
standards for hot-rolled steel sheet, ISO/TS
the need for directors to closely supervise the risk
16949 : 2002 quality management standards for the
management practices of the Company and enhance
automotive industry, and the European Union’s CE
their effectiveness.
Mark EN 10025-1 : 2004 product quality standards. 93
Monitoring and Evaluation
All these accreditation regimens have their own
▲
regular audit and monitoring systems to ensure that the Company’s operations conform to these inter-
The Company requires that all divisions
report on their operational results at a monthly
national standards from the date of certification
management meeting.
onwards. ▲
Information and Communication
Reports and operational result assess-
ments are screened by the Board of Executive
▲
The Company has installed and imple-
Directors to compare achievements with targets on
mented the Enterprise Resource Planning (ERP)
a monthly basis. If there is any significant impact,
system since 2005 to make its management, plan-
the committee can then act accordingly.
ning, and personnel administration more effective. ▲
The system makes immediate note of work-related
Various committees, such as the Audit
problems and issues, thus enabling rapid decision-
Committee, the Nomination Committee, and the
making. This system is connected to subsystems
Remuneration Committee, produce regular reports
within the Company, such as finance & accounting,
on their activities and resolutions from their meetings
procurement, production planning, sales & distri-
for the benefit of the Board of Directors when so
bution, and personnel administration. In 2007, the
required.
Company improved its business processes for various systems as par t of its business review process and identified control points in their operations to facilitate greater efficiency.
▲
In 2007, the Company adopted various
improvements in information and communication technologies to support its operations and enhance administrative efficiency. A teleconference system was set up to facilitate communications among companies in the group; the intranet system was upgraded to enable the propagation of an in-house electronic magazine; an internet-VoIP telephone system was installed to reduce telephone expenses; and the central computer server was upgraded to screen out illegal or unauthorized programs from being used by Company computer end-users.
94
Sahaviriya Steel Industries Public Company Limited
Related Transactions
Related Parties
Relationship
2007 Related Transactions (Unit: Million Baht)
Outstanding Balances (Unit: Million Baht)
Thai Coated Steel Sheet
A juristic person whose shareholdings
Sell spare parts and equipment
0.01
Trade accounts receivable
0.12
Co., Ltd.
by SSI is 3.7% and the common
Provide deep sea port service
1.99
Other accounts receivable
1.33
0.19
Accrued income
5.65
directorship is shared by SSI’s director(s)
Provide maintenance service Other income
0.00037
Thai Cold Rolled Steel Sheet
A juristic person whose shareholdings
Sell hot rolled coils
2,320.55
Trade accounts receivable
Public Co., Ltd.
by SSI is 18.78% and the common
Sell spare parts and equipment
0.034
Other accounts receivable
2.70
directorship is shared by the director(s)
Provide deep sea port service
49.45
Accrued income
2.35
Provide maintenance service
24.58
of SSI’s subsidiary
Other income
Bangsaphan Transport Co., Ltd.
A juristic person whose indirect
Use inland transportation service
57.41
0.85
0.057
Trade accounts payable
0.00025
shareholdings by SSI’s director(s)
Other accounts payable
0.04
exceeds 10%
Accrued expense
0.76
Bangsaphan Barmill
A juristic person whose common
Provide deep sea port service
4.24
Trade accounts receivable
0.002
Public Co., Ltd.
directorship is shared by SSI’s director(s)
Provide maintenance service
0.016
Other accounts receivable
0.028
Accrued income
0.275
and the aggregated direct and indirect shareholdings by SSI’s director(s) exceeds 10%
B.S. Metal Co., Ltd.
Sahaviriya Plate Mill Co., Ltd.
A juristic person whose common directorship
Sell hot rolled coils and steel scrap 3,656.80
Trade accounts receivable
1,625.83
is shared by SSI’s director(s) and the
Sell spare parts and equipment
0.033
Other accounts receivable
0.049
aggregated direct and indirect shareholdings
Provide deep sea port service
0.85
Accrued income
0.79
by SSI’s director(s) exceeds 10%
Provide maintenance service
0.40
Trade accounts payable
0.42
Use steel-cutting service
5.44
Accrued expense
0.35
Trade accounts receivable
2.23
A juristic person whose common directorship is shared by SSI’s director(s) and the
and slab
132.81
aggregated direct and indirect shareholding
Sell spare parts and equipment
by SSI’s director(s) exceeds 10%
Provide deep sea port service
0.44
Provide maintenance service
2.12
Prapawit Building Property Co., Ltd. A juristic person whose common directorship
Western Housing Co., Ltd.
Sell hot rolled coils, steel scrap,
0.54
Buy slab
59.06
Lease head office space
13.79
Deposit
is shared by SSI’s director(s) and shareholding
Other accounts payable
by SSI’s director(s) exceeds 10%
Accrued expense
A juristic person whose common directorship
Use accommodations
2.22
is shared by SSI’s director(s) and shareholding
6.95 0.028 0.22
Other accounts payable
0.028
Accrued expense
0.042
Other accounts payable
0.029
Trade accounts receivable
0.005
by SSI’s director(s) exceeds 10%
Sahaviriya Steel Group Co., Ltd.
A juristic person whose common directorship
Use internet and hotline services
0.33
is shared by SSI’s director(s) and the aggregated direct and indirect shareholding by SSI’s director(s) exceeds 10%
C.A.R. Services Co., Ltd.
A juristic person whose the aggregated direct
Provide maintenance service
and indirect shareholding by SSI’s director(s)
Use inland transportation service
exceeds 10%
95
0.0095 78.52
Trade accounts payable
0.61
Other accounts payable
0.05
Accrued expense
8.22
Related Parties
Relationship
2007 Related Transactions (Unit: Million Baht)
Outstanding Balances (Unit: Million Baht)
Sahaviriya Panich International
A juristic person whose common directorship
Sell hot rolled coils
Co., Ltd.
is shared by SSI’s director(s) and the
Purchase structural steel
aggregated direct and indirect shareholding
Revenue from sales commission
26.70
by SSI’s director(s) exceeds 10%
Compensation for demaged coils
0.71
A juristic person whose common directorship
Provide deep sea port service
is shared by director(s) of SSI’s subsidiary and
Provide maintanance service
the aggregated direct and indirect shareholding
Other income
by SSI’s director(s) exceeds 10%
Use short-distance truck
Line Transport Co., Ltd.
transportation service
Bangpakong Lighter Co., Ltd.
7,548.98 0.41
1,000.93 5.19
8.55
Trade accounts receivable
2.05
0.05
Other accounts receivable
0.45
Trade accounts payable
1.195
Other accounts payable
0.028
Accrued expense
10.07
157.15
0.15
A juristic person whose common directorship
Provide deep sea port service
0.65
Trade accounts receivable
is shared by SSI’s director(s) and the
Other income
0.17
Other accounts receivable
0.05
aggregated direct and indirect shareholding
Use vessel transportation services
Trade accounts payable
7.57
135.62
by SSI’s director(s) exceeds 10%
Bangpakong Port Co., Ltd.
Trade accounts receivable Accrued expense
A juristic person whose common directorship is shared by SSI’s director(s) and the indirect
Use short-distance truck transportation service
0.19
Accrued expense
13.54
Accrued expense
0.98
2.37
shareholding by SSI’s director(s) exceeds 10%
The auditor’s opinion on related transactions between the Company and related parties is stated in Note 6 to the financial statements. ▲
Necessity and Reasonability of Related Transactions Transactions with related companies are transactions in the ordinary course of business having terms and
conditions which are considered the most beneficial to the Company. The Company has pricing policy for related transactions with related companies at prices, terms and conditions normally applicable to transactions with third parties. ▲
Approval Policy for Related Transactions The President is authorized by the Board of Directors to approve transactions between the Company and
related companies or related parties under the ordinary course of business and under trading conditions that comply with the Securities and Exchange laws, the regulations, announcements, directions, or provisions of the Stock Exchange of Thailand as well as the provisions of related transaction disclosure and the acquisition or disposal of corporate assets of the Company and its subsidiaries, stipulated by the Federation of Accounting Professions under the Royal Patronage of Majesty the King. Any transaction with related companies or related parties of the Company or its subsidiaries shall be reported at the Board of Directors’ meeting and determined by the audit committee whether the matter is necessary and appropriate. A director who is involved in the transaction cannot vote on such matters. In case the audit committee has no experience in examining a related transaction, an independent expert or the Company’s auditor shall express an opinion on such transactions to be used as a component of a decision of the Board of Directors or the shareholders correspondingly. In addition, the related transactions shall be stated in the note to the financial statements examined by the Company’s auditor. ▲
Future Related Transactions Related transactions are subject to change in the future depending on demand and supply as well as the
company’s selling prices and the cost of the service providers.
96
Sahaviriya Steel Industries Public Company Limited
Management Explanation and Analysis of the Companyûs Financial Status and Performance Operational Results ▲
Total Revenues and Income from Sales and Services In 2007, total revenues of the Company and its subsidiaries were Baht 28,957 million comprising of Baht 27,738 million
sales of hot-rolled steel sheet in coils, Baht 110 million sales of steel raw material, Baht 515 million sales of scrap metal, Baht 281 million income from sales and services of subsidiaries, Baht 278 million gain on exchange, and Baht 35 million other income. Sales of hot-rolled steel sheet in coils consisted of 83 percent domestic sales and 17 percent export sales, of which high-grade products accounted for 48 percent and commercial-grade products 52 percent. While in 2006 total revenues were Baht 35,904 million comprising of Baht 34,518 million sales of hot-rolled steel sheet in coils, Baht 86 million sales of steel raw material and other, Baht 603 million sales of scrap metal, Baht 214 million income from services of subsidiaries, Baht 355 million gain on exchange and Baht 127 million other income. Sales of hot-rolled steel sheet in coils consisted of 77 percent domestic sales and 23 percent export sales, of which high grade products accounted for 53 percent and commercial grade products 47 percent. In 2007, sales of hot-rolled steel sheet in coils declined by 20 percent compared to 2006, resulted from 24 percent reduction of sales volume, despite 5 percent increase of the average selling price. The total revenues from the Company’s two subsidiaries: Prachuap Port Co., Ltd. and West Coast Engineering Co., Ltd., amounted to Baht 655 million, which included Baht 374 million of related party transactions. This compared with income from services of Baht 713 million in 2006, which included Baht 499 million of related party transactions. This 8 percent revenue decrease was due to a reduction in raw materials import and sales. ▲
Cost of Sales and Services In 2007, the Company’s cost of sales amounted to Baht 26,126 million, or 92 percent of sales of hot-rolled steel sheet
in coils and scrap metal while in 2006, the Company’s cost of sales amounted to Baht 32,781 million, or 93 percent of sales of hot-rolled steel sheet in coils and scrap metal. In 2007, the Company’s subsidiaries’ cost of sales and services was Baht 456 million, or 70 percent of their income from sales and services to the Company, other group companies, and outside clients. In 2006, the Company’s subsidiaries recorded Baht 421 million sales and services cost, or 59 percent of their income from sales and services to the Company, other group companies, and outside clients. This cost increase was due to the start-up of the new port in November 2006. The major cost of sales for hot-rolled steel sheet in coils was slab cost, which accounted for 85 - 90 percent of the total cost of sales. After that was conversion cost, such as the cost of fuel, electricity, parts, supplies, and the rest was depreciation. The Company continued to implement cost-saving measures, both direct and indirect, to reduce production costs, and also studied how production could be made more efficient in terms of productivity per working hour and quality of product. ▲
Gross Profit In 2007, the Company’s gross profit amounted to Baht 2,237 million, or 8 percent of the total sales of hot-rolled steel
sheets in coil and scrap metal metal. In 2006, the Company’s gross profit amounted to Baht 2,424 million, or 7 percent of the total sales of hot-rolled steel sheets in coil and scrap metal. Gross profit of the Company’s subsidiaries amounted to Baht 199 million, or 30 percent of the total income from sales and services to Company, other group companies, and outside clients. In 2006, the Company’s subsidiaries gross profit amounted to Baht 294 million, or 41 percent of the total income from sales and services to Company, other group companies and outside clients.
97
▲
Expenses Most of selling expenses varied with the volume of sales, and consisted mainly of freight and transportation expenses.
In 2007, the total selling expenses of the Company and its subsidiaries amount to Baht 541 million, down 17 percent from 2006, due to a decrease of sales volume. Administrative expenses amounted to Baht 365 million, down 8 percent from 2006. The Company recorded a reversal of loss on diminution in value of inventories amounted to Baht 369 million, whereas in 2006 the Company recorded a reversal of loss on diminution in value of inventories of Baht 2,245 million due to a significant rise of selling prices. There is the remaining amount of reversal of loss on diminution in value of inventories of Baht 49 million to be recorded from 2008 onward. In 2007, Prachuabkirikhan Provincial Land Office sent letters to request the Company and its subsidiary to submit the Certificates of Utilisation (Nor. Sor. 3 Kor) for 23 plots of land of the Company and 18 plots of land of its subsidiary for investigation to corroborate a decision on whether to revoke or amend the issued certificates. Subsequently, the Company and the subsidiary submitted letters to the Prachuabkirikhan Provincial Land Office to oppose any revocation or amendment of such certificate, based on the fact that the Certificates were issued in lawful by authorized government officer. In the forth quarter, the Company and the subsidiary recorded full allowance for impairment of the land and assets located on that land, amounting to Baht 113 million and Baht 222 million respectively under the caption of “Loss on impairment of property, plant and equipment” in the income statement. The Company and its subsidiaries had appointed an independent professional appraiser to revalue non-current assets, which included land, buildings, and machineries and equipment, by using the fair value method. Thus, the Company and the subsidiary recorded a loss on impairment of land at Baht 8 million and Baht 72 million respectively. ▲
Interest Expenses The Company’s and its subsidiaries’ interest expenses were Baht 1,051 million, down 37 percent from Baht 1,663
million in 2006. This decrease was caused by a conservative management of inventory and account receivable, which resulted in the reduction of the short-term loans, and the interest rates. ▲
Net Profit or Loss In 2007, the Company and its subsidiaries earned a net profit of Baht 916 million, compared to Baht 2,690 million
in 2006, as a result of the above-mentioned factors. The Company and its subsidiaries realized earnings per share of Baht 0.07, a net profit margin of 3.2 percent, an average return on asset of 2.3 percent and an average return on equity of 4.2 percent. For the separate financial statements, on January 1, 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, in compliance with Accounting Standard No. 44 (Revised 2007) regarding “Consolidated Financial Statements and Separate Financial Statements”, under which investments in subsidiaries, jointly controlled entities and associates are to be presented in the separate financial statements under the cost method. In this regard, the Company has restated the previous year’s separate financial statements. Retained earnings in the separate financial statements as of January 1, 2007 was changed from Baht 2,985 million to Baht 2,516 million. Based on the cost method, the net profit in the consolidated financial statements of 2007 was Baht 916 million and the net profit in the separate financial statements was Baht 1,006 million, compared to the net income in the consolidated financial statements of Baht 2,690 million, and the net profit in the separate financial statement of Baht 2,720 million in 2006 respectively. In the separate financial statements, earning per share was Baht 0.08 net profit margin was 3.5 percent, an average return on asset was 2.6 percent, and an average return on equity was 5.0 percent.
98
Sahaviriya Steel Industries Public Company Limited
Financial Status ▲
Assets Proportion of assets owned by the Company and its subsidiaries; Description
2007
2006
2005
9%
9%
6%
Inventories
24%
40%
48%
Land, Buildings, Machinery and Equipment
62%
46%
41%
5%
5%
5%
100%
100%
100%
Trade Accounts Receivable
Others Total Assets
As of December 31, 2007, the net trade accounts receivable of the Company and its subsidiaries amounted to Baht 3,120 million, down 22 percent from a 2006 year-end balance due to improvement on receivables collection. The Company’s provision for doubtful debts, namely accounts overdue by more than six months, was Baht 284 million as of December 31, 2007, the same amount as in the previous year. As of December 31, 2007, the Company and its subsidiaries’ raw materials and finished goods inventories were amounted to Baht 8,863 million, down 50 percent compared to a 2006 year-end balance. This decrease was achieved by implementing an efficient inventory policy, which was adjusting to the demands of the markets. As of December 31, 2007, the total assets of the Company and its subsidiaries decreased Baht 7,964 million, compared with the assets as of December 31, 2006. The decrease mainly consisted of the decreases of the current assets, which included trade accounts receivable, raw material and finished goods inventories, and value added tax refundable. ▲
Liabilities and Source of Fund The Company and its subsidiaries’ ratio of liabilities and equity are as follows: Description
2007
2006
2005
Short-term loans and trade financing facilities
12%
28%
38%
3%
5%
5%
18%
16%
15%
2%
4%
5%
Trade Accounts Payable Long-term loans Debentures Other liabilities
1%
2%
3%
64%
45%
34%
100%
100%
100%
Shareholders’ Equity Total Liabilities and Shareholders’ Equity
The Company has short-term trade financing facilities from financial institutions for the total amount of Baht 27,750 million and USD 45 million, all of which have up to 6 month maturity, interest at money market rate and are secured by the pledge of raw materials and finished goods owned by the Company, and for those banks providing both short-term and long-term loans the Company has additionally made a second mortgage of land and construction thereon, machinery of the Company and assigned beneficiary rights under insurance policies to the lenders. Bank overdrafts and short-term loans from financial institutions consist of bank overdrafts, letter of credit, trust receipts, promissory note, discounted bills of exchange, packing credit, and bank guarantee. As of December 31, 2007, the Company and its subsidiaries had the outstanding amount of short-term trade financing facilities of Baht 21,279 million, and USD 45 million. The Company and its subsidiaries had obligations to banks regarding the outstanding of a letters of credit amounting to Baht 2.4 million, and EUR 0.2 million, bank guarantee of Baht 1,579 million, short-term loans and trade financing facilities of Baht 4,246 million, in which all of short-term loans was down 66 percent from that as of December 31, 2006. 99
The long-term loans, debenture and long-term finance leases of the Company and its subsidiaries amounted to Baht 9,535 million, Baht 4,000 million, and Baht 620 million, respectively, with 3 - 10 years maturity, carry interest at the fixed rates of 3.0 - 4.0 percent, the average MLR rates less 0.5 - 1.5 percent, and the average rates on the fixed deposit plus 2.0 - 4.0 percent. Long-term loans and debenture are secured by the second-ranked mortgage of land, buildings and machinery, and the assignments of insurance proceeds to the lenders, and the short-term and long-term lending financial institutions are secured for additional by the second-ranked pledge of raw materials and finished goods inventories owned by Company. These loan agreements contain certain covenants relating to various matters, such as maintenance of financial ratios, construction insurance, the maintenance of the Company’s shareholding in Prachuap Port Company Limited, restrictions on dividend payment in each fiscal year, and a prohibition on the Company pledging its investments in shares or creating any obligation thereon. As at December 31, 2007, one of the Company’s financial ratios did not comply with the conditions of the loan agreements. However, the Company received waiver letters from the lenders, whereby the banks consented to allow the Company to maintain such financial ratio at a rate below that specified in the loan agreements, for the period within December 28, 2007. As of December 31, 2007, the long-term loan, debenture and long-term finance leases of the Company and its subsidiaries amounted to Baht 6,504 million, Baht 725 million and Baht 412 million, respectively, down 18 percent from the end of last year following the installment repayments to the financial institutions, the institutional investors, and the lenders. As of December 31, 2007, the Company and its subsidiaries presented the shareholders’ equity of Baht 23,415 million, up 16.9 percent compared with that as of December 31, 2006, the debt to equity ratio of 0.56 times, down from 1.22 times at of December 31, 2006 due to the decrease in debts as mentioned above. ▲
Liquidity
1. Cash Flow In 2007, the Company and its subsidiaries presented net cash provided from operations before interest of Baht 2,537 million. Cash interest paid, amounted to Baht 1,013 million, while net cash provided from changes in operating assets and operating liabilities amounted to Baht 10,195 million, which was mainly contributed by decreases in trade accounts and notes receivable for related parties, and other current assets. These resulted in net cash flows from operating activities of the Company and its subsidiaries of Baht 11,719 million. The Company and its subsidiaries presented net cash used in investing activities amount to Baht 1,270 million, mainly in buying additional shares in associates. With respect to financing activities, the Company and its subsidiaries presented net cash flows used in financing activities of Baht 10,520 million, mainly to repay bank overdrafts, short-term trade financing facilities, long-term loans, and debentures respectively. In 2007, the Company and its subsidiaries realized net decrease in cash and cash equivalents of Baht 71 million, and cash and cash equivalents as of December 31, 2007 of Baht 51 million.
2. Liquidity Ratios From the above analysis, the liquidity ratios of the Company and its subsidiaries were as follows: Description
2007
2006
2005
Average working capital ratio (times)
1.73
1.37
1.22
Average collection (days)
49
40
33
Average sales turnover (days)
76
111
93
▲
Share Prices During 2007, the SSI share price reached its lowest level at Baht 0.81 per share on December 28, 2007, and peaked at
Baht 1.19 per share on February 15, 2007. The average trading volume was 10.7 million shares per day, with an average value of Baht 11 million per day. The average share price for the year was Baht 1.02 per share. On December 28, 2007, the SSI share price closed at Baht 0.81 per share.
100
Sahaviriya Steel Industries Public Company Limited
Report of the Nomination Committee To the Board of Directors of Sahaviriya Steel Industries Public Company Limited: 1. The meeting of the Board of Directors of Sahaviriya Steel Industries Public Company Limited on November 9, 2007 resolved that the Nomination Committee be appointed to select candidates suitable for nomination as directors, or as the President of the Company, and submit their names to the Board of Directors’ meeting or shareholders’ meeting, as the case might be, for further consideration. Their term in office starts from November 24, 2007 to November 23, 2010. The Nomination Committee consists of at least three company directors, in which at least one of them is independent director and the Corporate Secretary is assigned as the Secretary to the Nomination Committee as the followings. (1) Mr. Visith Noiphan
Chairman of the Nomination Committee
(2) Mr. Kamol Juntima
Nomination Committee Member
(3) Mr. Prateep Buphaintr
Nomination Committee Member
(4) Mr. Surasak Ngamsidhiphongsa
Secretary to the Nomination Committee
The Nomination Committee had performed the duties assigned to it by the Board of Directors. In 2007, the Nomination Committee had three meetings. The major agendas of the meetings included acknowledgement of the Company’s management structure, the name list and the number of those directors who were due to retire by terms and were eligible for re-election at the Annual General Shareholders’ Meeting, and acknowledgement of the important matters such as the Board of Directors’ policy of good corporate governance, results of quality assessments of the shareholders’ meeting of the year 2007 organized by the Securities and Exchange Commission (SEC), and invitation to the shareholders to submit the agenda for the next Annual General Shareholders’ Meeting in advance as well as the candidates for nomination as directors. At these meetings, the Committee was also able to exchange important knowledge and experience regarding the nomination and appointment of directors during the year. 2. As one-third of the Company’s directors must retire by term at each Annual General Shareholders’ Meeting, the Nomination Committee must consider who is suitable to fill these vacant positions. The consideration process of the Nomination Committee is as follows: (1) The Nomination Committee acknowledges a name list of directors who must retire by terms and a name list of the outsiders who are nominated either by shareholders or the directors of the Company. (2) The Nomination Committee considers a name list of those who are suitable for being directors. A prospective director must have the necessary qualifications and not being under any prohibition according to the law for public companies. The number of directors must be more than five but no more than sixteen, and at least half of them must have residence in the Kingdom of Thailand. (3) The Nomination Committee approves a list of suitable candidates to be directors. (4) The Nomination Committee submits the list to the Company’s Board of Directors’ meeting for consideration and presentation to the Annual General Shareholders’ Meeting.
101
3. At the Annual General Shareholders’ Meeting of 2008, five directors are due to retire by terms, namely: (1) Mr. Maruey Phadoongsidhi
Chairman of the Board of Directors
(2) Mr. Visith Noiphan
Independent Director, Audit Committee Member, and Chairman of the Nomination Committee.
(3) Mr. Somchai Pipitvijitkorn
Director, Executive Director, Remuneration Committee Member, and Risk Management Committee Member
(4) Mr. Permpoon Krairiksh
Director, Executive Director
(5) Mr. Nuttawit Boonyawat
Director, Executive Director
The directors, who are due to retire by term as afore-mentioned, are entitled for re-election by the shareholders’ meeting for another term. 4. The Company had sent a notice to the shareholders via its website and the electronic system of the Stock Exchange of Thailand (SET) to invite all of the Company’s shareholders to propose in advance qualified candidates for nomination as the Company’s directors form November 23, 2007 to January 31, 2008. At the expiry date of such period, none of shareholders proposed in advance qualified candidates for nomination as the Company’s directors. 5. At the Meeting No. 2/2008 on February 14, 2008, the Nomination Committee considered the candidates suitable for replacing the directors who were retiring by term, based on their educational qualifications, past and present work experiences, and participation in various committees. After considering one-by-one in order, the Committee was of a view that the five retiring directors had the best claim of competence and experience in their various fields in addition to providing considerable support to the competent management, sustainable growth, and prosperity of the Company. The Committee therefore resolved to propose that the said five directors be re-elected as directors for another term, and to take positions of Chairman of the Board of Directors, Independent Director, Audit Committee Member, Executive Director, Chairman of the Nomination Committee, Remuneration Committee Member, and Risk Management Committee Member, as the case be, as before. Additionally, in this Nomination Committee’s Meeting, Mr. Visith Noiphan, Chairman of the Nomination Committee, was among those who were retiring by term, thus was also considered a stakeholder. Consequently, at a time of the nomination process for the Chairman of the Nomination Committee, the Chairman was excluded from the meeting and abstained from voting. The Nomination Committee hereby reports the results of its selection of directors to replace those who are retiring by term to the Board of Directors’ Meeting for acknowledgment and presentation to the Annual General Shareholders’ Meeting of 2008 accordingly.
Mr. Visith Noipan Chairman of the Nomination Committee February 15, 2008 102
Sahaviriya Steel Industries Public Company Limited
Report of the Remuneration Committee
To the Board of Directors of Sahaviriya Steel Industries Public Company Limited:
1. At meeting number 5/2004 on November 24, 2004, the Board of Directors of Sahaviriya Steel Industries Public Co., Ltd. resolved to appoint a Remuneration Committee. The Committee consists of at least three Company directors, of whom one is an independent director. The Vice-President in charge of Human Resources and Administration serves as the Committee’s Secretary. The Committee members’ names were as follows: (1) Mr. Tawee Butsuntorn
Chairman of the Remuneration Committee
(2) Mr. Taweesak Senanarong
Remuneration Committee Member
(3) Mr. Somchai Pipitvijitkorn
Remuneration Committee Member
(4) Vice-President in charge of
Secretary of the Remuneration Committee
Human Resources and Administration Their task was to set guidelines for the remuneration of directors of the Board, members of various committees appointed by the Board of Directors, the President, and the compensation structure of senior executives. The principles and methodology of determining remuneration needed to be established, and the structure governing such compensation had to be fair and reasonable. Their term of office ran from November 24, 2004 until November 23, 2007. At the Board of Directors’ meeting number 6/2007 on November 9, 2007, it was resolved that the same members of the Remuneration Committee continue in their respective positions for another period from November 24, 2007 until November 23, 2010. 2. To perform the duties assigned to it by the Board of Directors, the Remuneration Committee met three times in 2007 and considered the following: 2.1 Payment of Bonus to Company Directors On February 19, 2007 the Remuneration Committee met to deliberate on the bonus to be paid to directors for 2006. The principles for such payment are that directors’ gratuities are paid only when dividends are paid to shareholders, and at a rate of 0.25 percent to 0.50 percent of the amounts paid to shareholders. The Chairman of the Board of Directors and the Chairman of the Executive Board of Directors receive bonuses that are respectively 10 percent and 5 percent higher than those paid to other directors. If any director does not complete a full year in his/her position, the bonus to be paid him/her should be of the same proportion as the fraction of the year spent in that position. After due deliberation, the Committee unanimously resolved to pay bonuses to directors at a rate of 0.5 percent of the payment of dividends, which amounted to Baht 1.64 million.
103
2.2 Adjusting the Annual Salary for the Position of President On April 18, 2007 the Remuneration Committee met to deliberate on adjusting the salary for the President by a rate commensurate with adjustments in the salaries of regular employees for 2007. A survey by the Company shows that such adjustments are comparable to those accepted by other companies in the same industry. Among the principles considered by the Committee were the Company’s operational results for 2006 and the President’s responsibilities, which the Committee was of the opinion that it would enhance the Company’s operations and the stability in the long term. 2.3 Bonus for the Position of President On December 19, 2007, the Remuneration Committee met to deliberate on awarding a bonus to the President for the Company’s operational results for the year ending December 31, 2007. The Committee considered the bonuses based on the President’s annual goals in 2007, the Company’s performance in 2007, the payment of bonuses to regular employees in 2007, and the payment of bonuses to the President during the previous five years. In these deliberations, the Committee gave most weight to the overall financial performance of the Company, as this matter represents the prime responsibility of the President. Having considered these principles, the Committee unanimously resolved to pay the President a bonus for 2007 equal to twice his base salary, which equals the bonus rate paid to regular employees.
Mr. Tawee Butsuntorn Chairman of the Remuneration Committee January 11, 2008
104
Sahaviriya Steel Industries Public Company Limited
Report on the Responsibility of the Board of Directors for the Financial Reports of 2007 The Board of Directors of Sahaviriya Steel Industries Public Co., Ltd. is directly responsible for ensur ing that the Company’ s activities comply with policies of good cor porate gover nance and that the financial statements of the Company and its subsidiaries and other financial infor mation found in each annual repor t are accurate, complete, and presented in accordance with generally accepted accounting principles. The Board chooses accounting policies and/or practices considered appropriate and consistent, and careful judgement is employed in these evaluations, along with all due circumspection as to their suitability. All-impor tant information is sufficiently disclosed and audited by an independent cer tified public accountant who expresses an unqualified opinion. The Board of Directors has established and maintained systems of risk management and internal controls that are sufficiently effective to provide reasonable assurance that the Company’s assets are well super vised and protected from fraud and significant irregular ities. The Audit Committee, meanwhile, which consists of independent directors, investigates whether the Company’s systems of internal controls and auditing are appropriate and effective enough to guarantee that the Company’s financial statements are of the quality affirmed by the Audit Committee in its findings, as disclosed in this annual repor t.
Mr. Maruey Phadoongsidhi Chairman on behalf of the Board of Directors
105
Report of Independent Auditor
To the Shareholders of Sahaviriya Steel Industries Public Company Limited I have audited the accompanying consolidated balance sheet of Sahaviriya Steel Industries Public Company Limited and its subsidiaries as at 31 December 2007, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the year then ended, and the separate financial statements of Sahaviriya Steel Industries Public Company Limited for the same year. 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 audit. The consolidated financial statements of Sahaviriya Steel Industries Public Company Limited and its subsidiaries, and the separate financial statements of Sahaviriya Steel Industries Public Company Limited as at 31 December 2006 and for the year then ended, as presented herein for comparative purposes, were audited in accordance with generally accepted auditing standards by another auditor who expressed an unqualified opinion on those statements, under her report dated 2 February 2007. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audits 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 audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sahaviriya Steel Industries Public Company Limited and its subsidiaries and of Sahaviriya Steel Industries Public Company Limited as at 31 December 2007, the results of their operations and cash flows for the year then ended, in accordance with generally accepted accounting principles. Without qualifying my opinion on the above financial statements, I draw attention to the matters 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. In my opinion, the adjustments made for the preparation of such financial statements are appropriate and have been properly applied. In addition, as presented in Note 6 to the financial statements, in 2007 the Company sold goods to related companies in the normal course of business totaling Baht 13,660 million (2006: Baht 14,134 million), which is 48 percent of the Company total sales (2006: 40 percent of the Company total sales). As at 31 December 2007 the outstanding balances of those related companies amounted to Baht 2,674 million (2006: Baht 3,613 million).
Ernst & Young Office Limited
Thipawan Nananuwat
Bangkok: 26 February 2008
Certified Public Accountant (Thailand) No. 3459
106
Sahaviriya Steel Industries Public Company Limited
BALANCE SHEETS AS AT 31 DECEMBER 2007 AND 2006 SAHAVIRIYA STEEL INDUSTRIES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
(Unit: Baht) Consolidated financial statements Note
2007
Separate financial statements
2006
2007
2006 (Restated)
ASSETS CURRENT ASSETS Cash and cash equivalents
50,740,210
121,595,731
45,278,992
85,036,737
-
1,000,000
-
-
2,688,774,179
3,623,426,622
2,673,501,008
3,612,939,520
715,489,210
638,299,010
700,886,406
606,443,605
(283,808,960)
(283,808,960)
(283,808,960)
(283,808,960)
Current investments Trade accounts and notes receivable Related parties
6
Other companies Less: Allowance for doubtful accounts Total trade accounts and notes receivable - net
7
3,120,454,429
3,977,916,672
3,090,578,454
3,935,574,165
6
4,310,803
4,510,872
7,489,749
4,651,907
8
8,863,208,466
17,732,471,421
8,879,238,243
17,789,792,171
16,351,573
45,420,254
14,099,454
44,763,402
-
1,318,960,973
-
1,317,739,523
12,386,275
15,565,364
11,209,779
14,564,333
Amounts due from and advances paid to related parties Inventories - net Other current assets Advances payment Input tax refundable Prepaid expenses Accrued income from related parties
6
9,065,639
13,974,942
7,554,293
13,958,518
Dividend receivable
6
-
-
-
154,499,951
50,737,525
100,474,960
45,831,291
96,953,220
12,127,254,920
23,331,891,189
12,101,280,255
23,457,533,927
9
-
11,200,000
-
-
Investments in subsidiary companies
10
-
-
278,999,930
278,999,930
Other long-term investments
11
1,610,035,881
561,621,446
1,610,035,881
561,621,446
Property, plant and equipment - net
12
22,742,773,503
20,535,843,445
20,174,449,850
17,896,581,758
Intangible assets - net
13
60,878,083
66,413,521
60,307,640
65,758,551
Other non-current assets - net
14
12,815,632
10,764,698
8,175,600
8,160,884
TOTAL NON-CURRENT ASSETS
24,426,503,099
21,185,843,110
22,131,968,901
18,811,122,569
TOTAL ASSETS
36,553,758,019
44,517,734,299
34,233,249,156
42,268,656,496
Others TOTAL CURRENT ASSETS NON-CURRENT ASSETS Restricted bank deposit
The accompanying notes are an integral part of the financial statements.
107
BALANCE SHEETS
(Continued)
AS AT 31 DECEMBER 2007 AND 2006 SAHAVIRIYA STEEL INDUSTRIES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
(Unit: Baht) Consolidated financial statements Note
2007
2006
Separate financial statements 2007
2006 (Restated)
LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Bank overdrafts and short-term loans from financial institutions
15
4,246,190,492
12,498,444,019
4,144,000,000
12,498,444,019
6
9,797,563
7,975,857
14,717,202
31,903,428
969,511,647
2,180,325,549
953,439,117
2,150,169,386
979,309,210
2,188,301,406
968,156,319
2,182,072,814
6
39,560,369
21,962,660
60,417,214
39,368,121
Current portion of long-term loans
16
568,619,918
761,088,792
416,000,000
596,000,000
Current portion of debentures
17
725,000,000
1,085,000,000
725,000,000
1,085,000,000
18
206,460,621
95,239,400
191,892,892
95,239,400
5,245,032
4,997,401
3,280,491
2,908,765
60,874,340
47,198
58,704,300
-
-
98,000,000
-
-
Accrued expenses
93,261,282
166,875,328
77,317,203
133,926,816
Retention payable
42,618,684
50,656,293
6,560,293
7,500,656
Others
34,786,201
109,627,103
20,774,549
60,635,079
7,001,926,149
17,080,239,600
6,672,103,261
16,701,095,670
Trade accounts payable Related parties Other companies Total trade accounts payable Amounts due to and advances received from related parties
Current portion of liabilities under financial lease agreements Current portion of liabilities under hire purchase agreements Other current liabilities Value added tax payable Dividend payable
6
TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Long-term loans
16
5,935,861,360
6,316,270,096
5,392,000,000
5,808,000,000
Debentures
17
-
725,000,000
-
725,000,000
Liabilities under financial lease agreements
18
196,759,446
362,662,454
170,769,561
362,662,454
3,880,428
6,724,604
2,150,970
4,522,027
6,136,501,234
7,410,657,154
5,564,920,531
6,900,184,481
13,138,427,383
24,490,896,754
12,237,023,792
23,601,280,151
Liabilities under hire purchase agreements TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES The accompanying notes are an integral part of the financial statements.
108
Sahaviriya Steel Industries Public Company Limited
BALANCE SHEETS
(Continued)
AS AT 31 DECEMBER 2007 AND 2006 SAHAVIRIYA STEEL INDUSTRIES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
(Unit: Baht) Consolidated financial statements Note
2007
2006
Separate financial statements 2007
2006 (Restated)
LIABILITIES AND SHAREHOLDERS’ EQUITY (Continued) SHAREHOLDERS’ EQUITY Share capital Registered 13,101,500,000 ordinary shares of Baht 1 each
13,101,500,000
13,101,500,000
13,101,500,000
13,101,500,000
13,101,280,000
13,101,280,000
13,101,280,000
13,101,280,000
(2,171,280,000)
(2,171,280,000)
(2,171,280,000)
(2,171,280,000)
19
7,761,254,462
4,954,891,951
7,480,117,228
4,830,282,180
20
441,796,917
391,473,459
441,796,917
391,473,459
3,523,349,623
2,985,015,213
3,144,311,219
2,515,620,706
22,656,401,002
19,261,380,623
21,996,225,364
18,667,376,345
758,929,634
765,456,922
-
-
TOTAL SHAREHOLDERS’ EQUITY
23,415,330,636
20,026,837,545
21,996,225,364
18,667,376,345
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
36,553,758,019
44,517,734,299
34,233,249,156
42,268,656,496
Issued and fully paid-up 13,101,280,000 ordinary shares of Baht 1 each Premium (discount) on share capital Discount on share capital Revaluation surplus on assets Retained earnings Appropriated - statutory reserve Unappropriated EQUITY ATTRIBUTABLE TO THE COMPANY’S SHAREHOLDERS MINORITY INTEREST - equity attributable to minority shareholders of subsidiary
The accompanying notes are an integral part of the financial statements.
109
INCOME STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006 SAHAVIRIYA STEEL INDUSTRIES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
(Unit: Baht) Consolidated financial statements Note
2007
Separate financial statements
2006
2007
2006 (Restated)
REVENUES Revenue from sales
28,362,950,333
35,207,378,145
28,363,188,686
35,205,062,576
280,967,810
214,078,473
-
-
-
-
-
154,499,951
277,510,347
355,377,239
279,242,912
360,707,593
35,241,223
127,232,129
39,009,870
113,405,590
28,956,669,713
35,904,065,986
28,681,441,468
35,833,675,710
25,976,568,425
32,596,004,781
26,126,134,058
32,781,329,799
Cost of rendering of services
186,420,990
72,267,739
-
-
Selling and administrative expenses
905,789,134
1,050,716,989
811,900,486
947,546,395
-
-
Revenue from rendering of services Other income Dividend income from subsidiary companies
10
Exchange gain Others TOTAL REVENUES EXPENSES Cost of sales
Other expenses Doubtful accounts recover
(11,461,736)
(33,062,700)
(369,052,039)
(2,244,565,064)
(369,052,039)
(2,244,565,064)
(13,649,404)
(16,683,603)
(13,649,404)
(16,683,603)
Reversal of allowance for diminution in value of raw material and finished goods Reversal of allowance for diminution in value of spare parts and consumable goods Loss on impairment of property, plant and equipment Loss on revaluation of land and machinery
12
338,437,807
-
113,138,934
-
12
80,591,559
-
8,487,738
-
27,093,644,736
31,424,678,142
26,676,959,773
31,467,627,527
1,863,024,977
4,479,387,844
2,004,481,695
4,366,048,183
(1,051,183,119)
(1,662,501,703)
(9,134,088)
(36,625,169)
TOTAL EXPENSES INCOME BEFORE INTEREST EXPENSES AND CORPORATE INCOME TAX Interest expenses Corporate income tax
22
(1,645,944,414)
-
-
1,006,469,171
2,720,103,769
-
-
INCOME AFTER CORPORATE INCOME TAX
802,707,770
Net (income) loss attributable to minority interest
113,405,298
NET INCOME FOR THE YEAR
916,113,068
2,690,139,654
1,006,469,171
2,720,103,769
0.07
0.21
0.08
0.21
13,101,280,000
13,101,280,000
13,101,280,000
13,101,280,000
BASIC EARNINGS PER SHARE
2,780,260,972
(998,012,524)
(90,121,318)
24
Net income Weighted average number of ordinary shares (shares) The accompanying notes are an integral part of the financial statements.
110
111
(2,171,280,000) (2,171,280,000)
13,101,280,000
-
-
Transferred to statutory reseve (Note 20)
Divident payment to minority shareholders of subsidiary
Net income for the year
(2,171,280,000)
13,101,280,000
Balance as at 31 December 2006
Balance as at 31 December 2006
(2,171,280,000)
13,101,280,000
Reversal of revaluation surplus on assets
Amortisation of revaluation surplus on assets
Transferred to statutory reserve (Note 20)
Dividend payment (Note 27)
Net income for the year
The accompanying notes are an integral part of the financial statements.
Balance as at 31 December 2007
-
-
Record revaluation surplus on assets (Note 12)
Unrealised item in income statement
(2,171,280,000)
13,101,280,000
Amortisation of revaluation surplus on assets
-
Unrealised item in income statement
Balance as at 31 December 2005 - after adjustment
Adjustment transaction relating to the statutory reserve (Note 31)
Balance as at 31 December 2005 - as previously reported
share capital
13,101,280,000
Discount on
7,761,254,462
-
-
-
(189,341,900)
(650,899)
2,996,355,310
4,954,891,951
4,954,891,951
-
-
-
(257,227,202)
5,212,119,153
-
5,212,119,153
441,796,917
-
-
50,323,458
-
-
-
391,473,459
391,473,459
-
-
134,506,983
-
256,966,476
(6,921,200)
263,887,676
Appropriated
3,523,349,623
916,113,068
(327,455,200)
(50,323,458)
-
-
-
2,985,015,213
2,985,015,213
2,690,139,654
-
(134,506,983)
-
429,382,542
6,921,200
422,461,342
Unappropriated
Retained earnings
Consolidated financial statements
Revaluation surplus on assets
on share capital
Premium (discount) Issued and fully paid-up share capital
FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006 SAHAVIRIYA STEEL INDUSTRIES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
STATEMENTS OF CHANGES IN SHAREHOLDERS没 EQUITY
758,929,634
(113,405,298)
-
-
(7,694,485)
(625,373)
115,197,868
765,456,922
765,456,922
90,121,318
(98,000,000)
-
(8,030,029)
781,365,633
-
781,365,633
of subsidiary
Minority interestequity attributable to minority shareholders Total
(Unit: Baht)
23,415,330,636
802,707,770
(327,455,200)
-
(197,036,385)
(1,276,272)
3,111,553,178
20,026,837,545
20,026,837,545
2,780,260,972
(98,000,000)
-
(265,257,231)
17,609,833,804
-
17,609,833,804
Sahaviriya Steel Industries Public Company Limited
112
(2,171,280,000)
13,101,280,000
Balance as at 31 December 2006 - as previously reported
The accompanying notes are an integral part of the financial statements.
13,101,280,000
-
Balance as at 31 December 2007
-
Dividend payment (Note 27)
Net income for the year
-
Amortisation of revaluation surplus on assets
Transferred to statutory reserve (Note 20)
-
13,101,280,000
-
(2,171,280,000)
-
-
-
-
-
(2,171,280,000)
-
(2,171,280,000)
13,101,280,000
Record revaluation surplus on assets (Note 12)
Unrealised item in income statement
Balance as at 31 December 2006 - as restated
in subsidiary companies (Note 4)
Cumulative effect of the change in accounting policy for investments
(2,171,280,000)
-
-
-
(2,171,280,000)
13,101,280,000
Net income for the period (restated)
Balance as at 31 December 2006 - as restated
-
-
13,101,280,000
-
share capital
share capital
-
Discount on
7,480,117,228
-
-
-
(181,333,354)
2,831,168,402
4,830,282,180
(124,609,771)
4,954,891,951
4,830,282,180
-
-
(248,869,468)
5,079,151,648
(132,967,505)
5,212,119,153
surplus on assets
Revaluation
Premium (discount) on share capital
Issued and
441,796,917
-
-
50,323,458
-
-
391,473,459
-
391,473,459
391,473,459
-
134,506,983
-
256,966,476
-
256,966,476
Appropriated
3,144,311,219
1,006,469,171
(327,455,200)
(50,323,458)
-
-
2,515,620,706
(469,394,507)
2,985,015,213
2,515,620,706
2,720,103,769
(134,506,983)
-
(69,976,080)
(499,358,622)
429,382,542
Unappropriated
Retained earnings
Separate financial statements
(Continued)
fully paid-up
Transferred to statutory reserve (Note 20)
Amortisation of revaluation surplus on assets (restated)
Unrealised item in income statement
Balance as at 31 December 2005 - as restated
in subsidiary companies (Note 4)
Cumulative effect of the change in accounting policy for investments
Balance as at 31 December 2005 - as previously reported
FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006 SAHAVIRIYA STEEL INDUSTRIES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
STATEMENTS OF CHANGES IN SHAREHOLDERS没 EQUITY
21,996,225,364
1,006,469,171
(327,455,200)
-
(181,333,354)
2,831,168,402
18,667,376,345
(594,004,278)
19,261,380,623
18,667,376,345
2,720,103,769
-
(248,869,468)
16,196,142,044
(632,326,127)
16,828,468,171
Total
(Unit: Baht)
Sahaviriya Steel Industries Public Company Limited Sahaviriya Steel Industries Public Company Limited
CASH FLOW STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006 SAHAVIRIYA STEEL INDUSTRIES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
(Unit: Baht) Consolidated financial statements 2007
Separate financial statements
2006
2007
2006 (Restated)
Cash flows from operating activities Net income
916,113,068
2,690,139,654
1,006,469,171
2,720,103,769
554,322,815
572,832,744
429,959,450
488,570,231
428,560
7,149,648
428,560
455,327
-
-
Adjustments to reconcile net income to net cash provided by (paid from) operating activities Depreciation and amortisation Written-off of withholding tax deducted at source Doubtful accounts recover
(11,461,736)
(33,062,700)
(369,052,039)
(2,244,565,065)
(369,052,039)
(2,244,565,064)
(13,649,404)
(16,683,603)
(13,649,404)
(16,683,603)
Reversal of allowance for diminution in value of raw materials and finished goods Reversal of allowance for diminution in value of spare parts and consumable goods Loss from deterioration of raw materials
6,455,755
38,209,263
6,455,755
38,209,263
338,437,807
-
113,138,934
-
Loss on revaluation of land and equipment
80,591,559
-
8,487,738
Gain on sales of property, plant and equipment
(1,468,711)
Loss on impairment of property, plant and equipment
Loss on written off of property, plant and equipment Loss on written off of spare parts and consumable goods
(4,661,429)
(1,115,659)
(137,636)
278,979
17,330,730
262,439
16,253,859
-
91,032
-
91,032
-
-
Difference of interest per effective interest rate and interest rate per debt restructuring agreement Amortisation of deferred interest
(451,981)
(2,197,282)
98,827,243
42,791,715
97,295,122
42,636,766
-
-
-
(154,499,951)
(113,405,298)
90,121,318
-
-
37,754,817
(42,302,941)
Dividend income received from subsidiaries Minority interest - equity attributable to minority shareholders of subsidiary Unrealised (gain) loss on exchange
37,754,817
(42,302,941)
Income from operating activities before changes in operating assets and liabilities
1,523,721,434
1,115,193,084
1,316,434,884
848,131,052
Operating assets (increase) decrease Trade accounts and notes receivable - related parties
934,652,443
Trade accounts and notes receivable - other companies
(75,426,772)
Amounts due from and advances paid to related parties
200,069
(1,333,869,324) 599,910,316 (4,018,199)
939,438,512 (92,679,373) (2,837,842)
(1,329,224,918) 629,216,823 (4,413,068)
Inventories
9,245,508,643
9,100,490,385
9,286,799,616
9,140,593,418
Other current assets
1,363,268,818
299,642,945
1,364,952,650
270,970,122
9,410,802
6,077,805
1,821,706
Other non-current assets
(14,716)
(1,908,807)
(32,579,568)
(17,186,226)
(118,058,107)
(287,442,284)
(1,192,242,102)
(296,718,926)
Operating liabilities increase (decrease) Trade accounts payable - related parties Trade accounts payable - other companies
(1,206,325,736)
Amounts due to and advances received from related parties
17,597,709
(37,109,405)
21,049,093
(41,813,400)
Other current liabilities
(95,689,195)
(154,056,669)
(38,729,986)
(134,522,677)
Net cash flows from operating activities
11,718,739,921
The accompanying notes are an integral part of the financial statements.
113
9,272,239,086
11,584,984,510
8,962,251,512
CASH FLOW STATEMENTS
(Continued)
FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006 SAHAVIRIYA STEEL INDUSTRIES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
(Unit: Baht) Consolidated financial statements 2007
Separate financial statements
2006
2007
2006 (Restated)
Cash flows from investing activities Decrease in current investments Decrease in restricted bank deposit Acquisition of other long-term investment Acquisitions of property, plant and equipment
1,000,000
-
-
-
11,200,000
-
-
-
(1,048,414,435) (233,478,947)
(544,463,061)
(1,048,414,435) (171,532,964)
Proceeds from sales of property, plant and equipment
1,812,567
5,692,862
1,458,142
Acquisitions of intangible assets
(2,204,700)
(2,074,311)
(2,204,700)
-
Dividend receipt
-
154,499,951
(296,152,626) 569,599 (2,074,310) -
(1,270,085,515)
(540,844,510)
(1,066,194,006)
(297,657,337)
(8,320,260,721)
(7,246,684,428)
(8,422,451,213)
(7,246,684,428)
Repayment of long-term loans
(754,795,629)
(772,308,729)
(596,000,000)
(608,000,000)
Cash receipt from long-term loans
182,370,000
30,500,000
-
-
23,542,304
-
-
-
Net cash flows used in investing activities
Cash flows from financing activities Decrease in bank overdrafts and short-term loans from financial institutions
Cash receipt from sale-leaseback of equipment Repayment of debentures
(1,085,000,000)
(720,000,000)
(1,085,000,000)
(720,000,000)
(139,910,681)
(121,372,706)
(127,641,836)
(119,928,023)
Repayment of liabilities under financial lease and hire purchase agreements
-
Repayment of long-term liabilities - purchase of land Dividend payment
(425,455,200)
(1,460,000) -
(327,455,200)
-
(10,519,509,927)
(8,831,325,863)
(10,558,548,249)
(8,694,612,451)
Net decrease in cash and cash equivalents
(70,855,521)
(99,931,287)
(39,757,745)
(30,018,276)
Cash and cash equivalents at beginning of year
121,595,731
221,527,018
85,036,737
115,055,013
50,740,210
121,595,731
45,278,992
85,036,737
1,013,396,700
1,770,483,340
962,071,193
1,719,114,973
24,789,753
49,574,679
438,021
428,560
26,445,468
12,546,609
1,035,513
8,383,111
189,341,900
257,227,202
181,333,354
248,869,468
Net cash flows used in financing activities
Cash and cash equivalents at end of year
Supplemental cash flows information Cash paid during the period for Interest expenses Corporate income tax Non-cash transactions Assets acquired under financial lease and hire purchase agreements Amortisation of revaluation surplus on assets The accompanying notes are an integral part of the financial statements.
114
Sahaviriya Steel Industries Public Company Limited
NOTES TO INTERIM FINANCIAL STATEMENTS FOR THE YEARS ENDED 31 DECEMBER 2007 AND 2006 SAHAVIRIYA STEEL INDUSTRIES PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
1.
CORPORATE INFORMATION Sahaviriya Steel Industries Public Company Limited (“the Company”) is a public company incorporated and domiciled in Thailand. The
Company is principally engaged in the manufacture of hot rolled coils and its registered addresses consisted of its head office located at 28/1 Prapawit Building, 2nd - 3rd Floor, Surasak Road, Kwang Silom, Khet Bangrak, Bangkok and its plant located at 9 Moo 7, Ban Klang Na Yai Ploy Road, Tambon Mae Rumphueng, Amphur Bang Saphan, Prachuap Khiri Khan. Since 2002, the government has introduced various measures to counteract dumping and subsidising of imported goods with the measures which are still in effect being as follows: a) On 22 May 2003, the Committee on Dumping and Subsidies, Department of Foreign Trade, Ministry of Commerce, under Sections 7, 49, 51, 53, 57 and 73(1) of the Antidumping and Countervailing Act B.E. 2542, announced that the Committee’s final judgment, dated 16 May 2003, that there had been dumping and damages as a result of dumping of coil and non-coil hot rolled steel originating from 14 countries, in accordance with Section 19(1) of the Antidumping and Countervailing Act B.E. 2542, and that thus antidumping duties were to be imposed with minimum and maximum rates of between 3.45 and 128.11 percent of CIF value, for a period of 5 years from 22 May 2003, except for hot rolled steel imported for re-export. b) On 11 July 2003, the Committee on Dumping and Subsidies, Department of Foreign Trade, Ministry of Commerce issued an announcement approving the exemption of coil and non-coil hot rolled steel imported for cold-rolling and further processing for downstream users from antidumping duties, and assigned the Department of Foreign Trade to monitor imports in accordance with pre-determined volumes for a period of 5 years from 21 July 2003 to 26 May 2008.
2.
BASIS OF 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 the 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 Sahaviriya Steel Industries Public Company Limited
and the following subsidiary companies:
Company’s name
Nature of business
Country of incorporation
Percentage of shareholding
Assets as a percentage to the consolidated total assets as at 31 December
Revenues as a percentage to the consolidated total revenues for the year ended 31 December
2007 percent
2006 percent
2007 percent
2006 percent
2007 percent
2006 percent
Prachuap Port Company Limited
The provision of deepsea port services and marine shipping services
Thailand
51.00
51.00
6.33
5.58
0.51
0.49
West Coast engineering Company Limited
The provision of machinery and equipment maintenance services
Thailand
99.99
99.99
1.00
0.71
0.47
0.20
115
b) Material balances and transactions between the Company and its subsidiary companies have been eliminated from the consolidated financial statements. c) Investment in the subsidiary companies as recorded in the Company’s books of account are eliminated against the equity of the subsidiary companies. 2.3
The separate financial statements, which present investments in subsidiaries 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) Thai 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 Thai Accounting Standards No. 44 as discussed in Note 4 to the financial statements. b) Thai 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.
4.
CHANGE IN ACCOUNTING POLICY FOR RECORDING INVESTMENTS IN SUBSIDIARIES IN THE SEPARATE FINANCIAL STATEMENTS On 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, in compliance with Accounting Standard No. 44 (Revised 2007) regarding “Consolidated Financial Statements and Separate Financial Statements”, under which investments in subsidiaries, jointly controlled entities and associates are to be presented in the separate financial statements under the cost method. In this regard, the Company has restated the previous year’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 increasing net income in the separate income statements for the year ended 31 December 2007 and 2006 by Baht 90.4 million (Baht 0.007 per share) and Baht 30.0 million (Baht 0.002 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.
116
Sahaviriya Steel Industries Public Company Limited
5.
SIGNIFICANT ACCOUNTING POLICIES 5.1
Revenue recognition
Sales of goods Sales of goods are recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. Sales are the invoiced value, excluding value added tax, of goods supplied after deducting discounts and allowances.
Rendering of services Service revenue is recognised when services have been rendered taking into account the stage of completion.
Dividends Dividends are recognised when the right to receive the dividends is established. 5.2
Cash and cash equivalents Cash and cash equivalents consist of cash in hand, cash at bank, 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. Allowance for doubtful accounts is provided for those receivable balances over 6 months past due, at a rate of 100 percent.
5.4
Inventories Finished goods are valued at the lower of cost, determined by the specific method, and net realisable value. Cost of finished goods includes all production costs and attributable factory overheads. Raw materials and rolls that are part of consumable goods are valued at the lower of cost, determined by the specific method, and net realisable value. Other types of inventories are valued at the lower of cost, determined by the weighted average method, and net realisable value. Raw materials, and spare parts and consumable goods are charged to production costs whenever consumed.
5.5
Investments a) Investments in subsidiaries are accounted for in the separate financial statements using the cost method. b) 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). The weighted average method is used for computation of the cost of investments.
5.6
Property, plant and equipment and depreciation Land is stated at revalued amount. Plant and equipment are stated at cost/revalued amount less accumulated depreciation and allowance for loss on impairment of assets (if any). Land, buildings and building improvement, machineries and equipment in production line, roads, berth and berth facilities, and tug boats are initially recorded at cost on the acquisition date, and subsequently revalued by an independent professional appraiser to their fair values. Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from fair value at the balance sheet date. Differences arising from the revaluation are dealt with in the financial statements as follows: -
When the carrying amount of an asset of the Company or its subsidiaries is increased as a result of a revaluation of assets, the increase is credited directly to equity under the heading of “Revaluation surplus on assets�. However, a revaluation increase will be recognised as income to the extent that it reverses a revaluation decrease of the same asset previously recognised as an expense.
117
-
When an asset’s carrying amount is decreased as a result of a revaluation of assets of the Company and its subsidiaries, the decrease is recognised as an expense in the income statement. However, a revaluation decrease is to be charged directly against the related “Revaluation surplus on assets” to the extent that the decrease does not exceed the amount held in the “Revaluation surplus of assets” in respect of those same assets. Any excess amount is to be recognised as an expense in the income statement. Depreciation of plant and equipment is calculated by reference to their costs or the revalued amounts on a straight-line basis
over the following estimated useful lives, except for equipment and machinery in the production line, which are depreciated based on estimated units of production: Land improvement
-
5 years
Leasehold right for land
-
10 years
Leasehold improvement
-
5 years
Buildings
-
20 years
Hot rolled coil strip mill
-
Estimated units of production at a total of 55.8 million tons
The first shearing line
-
Estimated units of production at a total of 14.0 million tons
The second shearing line
-
Estimated units of production at a total of 8.3 million tons
The first skin pass mill
-
Estimated units of production at a total of 12.0 million tons
The second skin pass mill
-
Estimated units of production at a total of 14.0 million tons
Machinery and equipment in production line
The third skin pass mill
-
Estimated units of production at a total of 14.6 million tons
Pickling and oiling line
-
Estimated units of production at a total of 13.0 million tons
Other machinery and factory equipment
-
5 - 10 years
Furniture, fixtures and office equipment
-
5 years
Motor vehicles
-
5 years
Roads
-
5, 20 years
Berth and berth facilities
-
5, 30 years
Tug boats
-
5 - 17 years
Customs cargo warehouse
-
5 years
The depreciation is dealt with in the financial statements as follows: -
Depreciation attributed to the original cost portion is included in determining income.
-
Depreciation attributed to the surplus portion is deducted against revaluation surplus on assets in shareholders’ equity. No depreciation is provided on land and assets under construction / installation. Interest expenses related to loans obtained for the construction projects are capitalised as a part of the cost of the relevant
assets. The capitalisation of such interest expenses will cease when to construction projects are completed. 5.7
Intangible assets and amortisation Intangible assets are stated at cost less accumulated amortisation. Amortisation is calculated by reference to cost on a straightline basis over the future period, for which the assets are expected to generate economic benefit, of 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.
118
Sahaviriya Steel Industries Public Company Limited
5.9
Long-term leases Leases of assets which transfer substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lower of the fair value of the leased assets and the present value of the minimum lease payments. The outstanding rental obligations, net of finance charges, are included in other long-term payables, while the interest element is charged to the income statements over the lease period. The assets acquired under finance leases is depreciated over the useful life of the asset.
5.10 Foreign currencies Foreign currency transactions are translated into Baht at the exchange rates ruling on the transaction dates. 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. 5.11 Impairment of assets The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indicati on exists, the Company makes 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. 5.12 Employee benefits Salary, wages, bonuses and contributions to the social security fund and provident fund are recognised as expenses when incurred. 5.13 Provisions Provisions are recognised when the Company has 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. 5.14 Income tax Income tax is provided for in the accounts based on the taxable profits determined in accordance with tax legislation. 5.15 Derivatives Forward exchange contracts Receivables and payables arising from forward exchange contracts are translated into Baht at the rates of exchange ruling on the balance sheet. Generally unrealised gains and losses from the translation are included in determining income. Premiums or discounts on forward exchange contracts are amortised on a straight-line basis over the contract periods. Gains and losses from receivables and payables arising from not-for-trade forward exchange contracts performed for future highly probable incur transactions are not recorded in the income statement, and are instead recorded as part of the future underlying hedged transaction. 5.16 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.
RELATED PARTY TRANSACTIONS 6.1
Business transactions with related parties 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 businesses between the Company and those companies. Below is a summary of those transactions.
119
Type of business Subsidiary companies Prachuap Port Company Limited Deep-sea port service
Relationship
Relationship
2007
2006
Subsidiary company
Subsidiary company
Maintenance service
Subsidiary company
Subsidiary company
Producer of electrogalvanized coils
Shareholding by the Company and common directors
Shareholding by the Company and common directors
Thai Cold Rolled Steel Sheet Public Company Limited
Producer of cold rolled coils
Shareholding by the Company and common directors with the subsidiary
Shareholding by the Company and common directors with the subsidiary
Bangsaphan Barmill Public Company Limited
Producer of round steel bars and deformed steel bars
Common directors and aggregate direct and indirect shareholding by the Company’s director(s)
Common directors and aggregate direct and indirect shareholding by the Company’s director(s)
B.S. Metal Company Limited
Producer of processing steel products
Common directors and aggregate direct and indirect shareholding by the Company’s director(s)
Common directors and aggregate direct and indirect shareholding by the Company’s director(s)
Sahaviriya Plate Mill Company Limited
Producer of hot rolled coil plates
Common directors and aggregate direct and indirect shareholding by the Company’s director(s)
Common directors and aggregate direct and indirect shareholding by the Company’s director(s)
Prapawit Building Property Company Limited
Lessor of office building space
Common directors and aggregate direct shareholding by the Company’s directors(s)
Common directors and aggregate direct shareholding by the Company’s directors(s)
Western Housing Company Limited
Room rental services
Common directors and aggregate direct shareholding by the Company’s directors(s)
Common directors and aggregate direct shareholding by the Company’s directors(s)
Sahaviriya Steel Group Company Limited
Internet and hotline services
Common directors and aggregate direct and indirect shareholding by the Company’s director(s)
Common directors and aggregate direct and indirect shareholding by the Company’s director(s)
C.A.R. Services Company Limited
Transport services
The aggregate direct and indirect shareholding by the Company’s director(s)
The aggregate direct and indirect shareholding by the Company’s director(s)
Sahaviriya Panich International Company Limited
Trader of metal products
Common directors and aggregate direct and indirect shareholding by the Company’s director(s)
Common directors and aggregate indirect shareholding by the Company’s directors(s)
Line Transport Company Limited
Transport services short distance
Common directors with the subsidiary and aggregate direct and indirect shareholding by the Company’s director(s)
Common directors with the subsidiary and aggregate direct and indirect shareholding by the Company’s director(s)
Bangpakong Lighter Company Limited
Marine transport services
Common directors and aggregate direct and indirect shareholding by the Company’s director(s)
Common directors and aggregate direct and indirect shareholding by the Company’s director(s)
Bangpakong Port Company Limited
Transport services short distance
Common directors and aggregate indirect shareholding by the Company’s directors
Common directors and aggregate indirect shareholding by the Company’s directors
Bangsaphan Transport Company Limited
Transport services
Indirect shareholdings by the Company’s director(s)
Indirect shareholdings by the Company’s director(s)
Sahaviriya Transport Holding Company Limited
Holding Company
Common directors and aggregate direct shareholding by the Company’s directors(s)
Common directors and aggregate direct shareholding by the Company’s directors(s)
West Coast Engineering Company Limited Related companies Thai Coated Steel Sheet Company Limited
120
Sahaviriya Steel Industries Public Company Limited
(Unit: Million Baht)
Consolidated 2007 Transaction with related parties Revenue from sales Subsidiary companies (eliminated from the consolidated financial statement) West Coast Engineering Company Limited Related Companies Thai Cold Rolled Steel Sheet Public Company Limited B.S. Metal Company Limited Sahaviriya Panich International Company Limited Sahaviriya Plate Mill Company Limited
Separate financial statements 2006
2007
2006
-
-
0.9
-
2,320.6 3,656.8 7,549.0 133.4 13,659.8
2,729.6 5,998.5 5,322.3 83.6 14,134.0
2,320.6 3,656.8 7,549.0 132.8 13,660.1
2,729.5 5,998.5 5,322.3 83.6 14,133.9
74.0 4.3 8.6 2.2 4.5 93.6
51.4 13.8 4.5 4.0 2.9 76.6
-
-
-
-
0.8
13.1
1.5 1.5
1.2 1.2
0.9 1.7
0.5 13.6
-
-
71.2 297.5
112.5 375.6
108.5 5.5 2.3 116.3
194.6 20.6 2.9 218.1
108.5 5.5 2.0 484.7
194.6 20.6 2.9 706.2
59.1 59.1
-
59.1 59.1
-
-
-
4.1
12.0
13.8 27.4 48.6 135.6 77.8 3.8 307.0
13.7 29.8 62.5 185.6 62.9 2.0 356.5
11.9 27.4 48.4 135.6 77.8 3.2 308.4
11.8 29.8 62.5 185.6 62.9 1.5 366.1
Revenue from rendering of services Related companies Thai Cold Rolled Steel Sheet Public Company Limited Bangsaphan Barmill Public Company Limited Line Transport Company Limited Thai Coated Steel Sheet Company Limited Other related companies Other income Subsidiary company (eliminated from the consolidated financial statement) West Coast Engineering Company Limited Related companies Other related companies Purchases of goods and services Subsidiary companies (eliminated from the consolidated financial statement) Prachuap Port Company Limited West Coast Engineering Company Limited Related companies Line Transport Company Limited B.S. Metal Company Limited Other related companies Purchase of raw materials Related company Sahaviriya Plate Mill Company Limited Selling and administrative expenses Subsidiary company (eliminated from the consolidated financial statement) Prachuap Port Company Limited Related companies Prapawit Building Property Company Limited Sahaviriya Panich International Company Limited Line Transport Company Limited Bangpakong Lighter Company Limited C.A.R. Services Company Limited Other related companies
121
Business transactions and pricing policies are summarised as follows. Transactions with subsidiary companies Revenue from sales
:
Pricing policy -
Same prices as those charged to third parties, dependent on purchasing volume and relevant marketing considerations.
Other income
:
-
Sales of scrap material are priced based on scrap weight and the prices set by the Company.
Purchases of goods and services
:
-
The fees charged by the subsidiary for the production of parts and spare parts are based on mutually agreed prices, as charged to normal customers under terms and conditions normally applicable to transaction of a similar nature.
-
Maintenance-related services are charged based on the long-term maintenance service agreements. The term of the agreement can be modified according to business circumstances.
-
Port services rendered are charged based on the rate determined by the Ministry of Transportation, dependent on service volume and relevant marketing conditions.
Selling and administration expenses
:
-
Port services rendered are charged based on the rate determined by the Ministry of Transportation, dependent on service volume and relevant marketing conditions.
Transactions with related companies Revenue from sales
Pricing policy :
-
Same prices as those charged to third parties, dependent on purchasing volume and relevant marketing considerations.
Revenue from rendering of services
:
-
Port services rendered are charged based on the rate determined by the Ministry of Transportation, dependent on service volume and relevant marketing conditions.
-
Charges for rendering of services and maintenance-related services are based on the agreement.
Other income
:
-
Sales of scrap material are priced based on scrap weight and the prices set by the Company. Revenue from providing management staff to related companies was charged at mutually agreed prices.
Purchase of goods and services
:
-
Transportation charges are based on the transportation agreement and cargo weight and distance.
-
Rental of warehouse is charged based on the rental agreement.
-
Cut sheet services are charged based on agreement.
-
Rental charges for staff accommodation are fixed on an annual basis and agreed with the lesser.
Purchases of raw materials
:
-
Agreed price
Selling and administration expenses
:
-
Domestic transportation services are charged based on the transportation agreement and cargo weight and distance.
-
Office rental is charged based on the rental agreement.
-
Rental charges for staff accommodation are fixed on an annual basis and agreed with the lesser.
-
Commission expenses is charged based on agreement.
122
Sahaviriya Steel Industries Public Company Limited
The balances of the accounts as at 31 December 2007 and 2006 between the Company and those related companiess are as follows: (Unit: Baht)
Consolidated 2007
Separate financial statements 2006
2007
2006
Trade accounts and notes receivable
Related companies 57,412,694
8,486,179
46,865,111
373,499
B.S. Metal Company Limited
1,625,825,527
3,597,867,581
1,625,702,509
3,597,677,476
Sahaviriya Panich International Company Limited
1,000,933,388
14,888,545
1,000,933,388
14,888,545
Thai Cold Rolled Steel Sheet Public Company Limited
4,602,570
2,184,317
-
-
2,688,774,179
3,623,426,622
2,673,501,008
3,612,939,520
Prachuap Port Company Limited
-
-
28,382
6,525
West Coast Engineering Company Limited
-
-
3,336,186
599,962
-
-
3,364,568
606,487
Thai Cold Rolled Steel Sheet Public Company Limited
2,703,561
2,678,443
2,703,561
2,678,443
Other related companies
1,607,242
1,832,429
1,421,620
1,366,977
Total amounts due from and advances paid to related companies
4,310,803
4,510,872
4,125,181
4,045,420
Amounts due from and advances paid to related parties
4,310,803
4,510,872
7,489,749
4,651,907
West Coast Engineering Company Limited
-
-
398,395
460,959
Total accrued income from subsidiary company
-
-
398,395
460,959
5,650,190
6,196,128
5,650,190
6,196,128
Other related companies Trade accounts and notes receivable - related parties
Amounts due from and advances paid to related parties
Subsidiary companies
Total amounts due from and advances paid to subsidiaries
Related companies
Accrued income from related parties
Subsidiary company
Related companies Thai Coated Steel Sheet Company Limited Bangsaphan Barmill Public Company Limited Other related companies
274,822
6,281,711
274,822
6,281,711
3,140,627
1,497,103
1,230,886
1,019,720
Total accrued income from related companies
9,065,639
13,974,942
7,155,898
13,497,559
Accrued income from related parties
9,065,639
13,974,942
7,554,293
13,958,518
Prachuap Port Company Limited
-
-
-
102,000,000
West Coast Engineering Company Limited
-
-
-
52,499,951
-
-
-
154,499,951
Dividend receivable
Subsidiary companies
Dividend receivable
123
(Unit: Baht)
Consolidated 2007
Separate financial statements 2006
2007
2006
Trade accounts payable
Subsidiary companies Prachuap Port Company Limited
-
-
-
4,266,366
West Coast Engineering Company Limited
-
-
4,919,639
19,661,205
-
-
4,919,639
23,927,571
Total trade accounts payable - subsidiary companies
Related companies Bangsaphan Transport Company Limited
250
250
250
250
Bangpakong Lighter Company Limited
7,568,636
-
7,568,636
-
Line Transport Company Limited
1,195,053
5,221,009
1,195,053
5,221,009
421,774
831,335
421,774
831,335
B.S. Metal Company Limited
611,850
1,923,263
611,850
1,923,263
Total trade accounts payable - related companies
C.A.R. Services Company Limited
9,797,563
7,975,857
9,797,563
7,975,857
Trade accounts payable - related parties
9,797,563
7,975,857
14,717,202
31,903,428
Prachuap Port Company Limited
-
-
10,886,274
4,981,120
West Coast Engineering Company Limited
-
-
10,082,144
12,516,259
-
-
20,968,418
17,497,379
Amounts due to and advances received from related parties
Subsidiary companies
Total amounts due to and advances received from subsidiaries
Related companies Bangsaphan Transport Company Limited
799,231
799,231
799,231
799,231
Line Transport Company Limited
10,096,084
6,274,813
10,068,264
6,274,813
Bangpakong Lighter Company Limited
13,537,422
4,607,462
13,537,422
4,607,462
C.A.R. Services Company Limited
8,266,567
6,190,502
8,266,567
6,190,502
Sahaviriya Panich International Company Limited
5,186,961
3,698,263
5,186,961
3,698,263
Bangpakong Port Company Limited
977,845
-
977,845
-
Other related companies
696,259
392,389
612,506
300,471
39,560,369
21,962,660
39,448,796
21,870,742
39,560,369
21,962,660
60,417,214
39,368,121
-
87,500,000
-
-
-
87,500,000
-
-
Total amounts due to and advances received from related companies Amounts due to and advances received from related parties
Dividend payable
Related company Sahaviriya Transport Holding Company Limited Dividend payable
124
Sahaviriya Steel Industries Public Company Limited
6.2
Directors and management’s remuneration In 2007 the Company and its subsidiaries paid salaries, meeting allowances and gratuities to their directors and management totaling Baht 52.1 million (The Company only: Baht 47.3 million) (2006: Baht 51.2 million, (The Company only: Baht 46.5 million)).
6.3
Guarantee obligations with subsidiary company The Company has outstanding guarantee obligations with its subsidiary, as described in Note 28.5 to the financial statements.
7.
TRADE ACCOUNTS AND NOTES RECEIVABLE
The outstanding balances of trade accounts and notes receivable as at 31 December 2007 and 2006 are aged, based on due date, as follows: (Unit: Baht)
Consolidated 2007
Separate financial statements 2006
2007
2006
Age of receivables Related parties Not yet due
2,653,132,742
2,254,762,262
2,643,899,937
2,247,400,061
Past due Up to 3 months
35,641,437
1,368,664,360
29,601,071
1,365,539,459
2,688,774,179
3,623,426,622
2,673,501,008
3,612,939,520
44,902,078
75,585,031
37,586,190
50,883,473
Up to 3 months
386,778,172
278,905,019
379,491,256
271,751,172
Over 12 months
Total Other companies Not yet due Past due
283,808,960
283,808,960
283,808,960
283,808,960
Total
715,489,210
638,299,010
700,886,406
606,443,605
Less: Allowance for doubtful accounts
(283,808,960)
(283,808,960)
(283,808,960)
(283,808,960)
Total
431,680,250
354,490,050
417,077,446
322,634,645
3,120,454,429
3,977,916,672
3,090,578,454
3,935,574,165
Trade accounts and notes receivable - net
8.
INVENTORIES (Unit: Baht)
Consolidated 2007
Separate financial statements 2006
2007
2006
Finished goods
3,242,003,550
7,685,536,810
3,258,010,849
7,724,926,033
Raw materials
3,556,298,637
7,867,892,685
3,564,362,872
7,895,640,329
Spare parts and consumable goods
1,528,216,010
1,430,099,365
1,520,174,253
1,420,283,248
Goods in transit Total
804,227,036
1,399,180,771
804,227,036
1,399,180,771
9,130,745,233
18,382,709,631
9,146,775,010
18,440,030,381
Less: Allowance for diminution in value of finished goods Less: Allowance for diminution in value of raw materials
(46,228,949)
(305,478,840)
(46,228,949)
(305,478,840)
(2,819,325)
(112,621,473)
(2,819,325)
(112,621,473)
Less: Allowance for diminution in value of spare parts and consumable goods Inventories - net
(218,488,493) 8,863,208,466
125
(232,137,897) 17,732,471,421
(218,488,493) 8,879,238,243
(232,137,897) 17,789,792,171
The Company has pledged all finished goods and raw materials to secure short-term and long-term loans from financial institutions as described in Note 15 and 16 to the financial statements.
9.
RESTRICTED BANK DEPOSITS The outstanding balance as at 31 December 2006 represented saving deposits pledged with the banks to secure the bank guarantees
issued by the banks on behalf of the subsidiary.
10.
INVESTMENTS IN SUBSIDIARY COMPANIES Separate financial statements Shareholding Paid-up capital Companies
Dividend received for the
percentage
Cost
year ended 31 December
2007
2006
2007
2006
2007
2006
2007
2006
Million Baht
Million Baht
Percentage
Percentage
Baht
Baht
Baht
Baht
400.0
400.0
51.00
51.00
204,000,000
204,000,000
-
102,000,000
75.0
75.0
99.99
99.99
74,999,930
74,999,930
-
154,499,951
278,999,930
278,999,930
-
256,499,951
Prachuap Port Company Limited West Coast Engineering Company Limited Total investments in subsidiary companies
11.
OTHER LONG-TERM INVESTMENTS Consolidated / Separate financial statements Shareholding Companies
Nature of business
percentage
Cost
Allowance for impairment
Carrying amount
of investments
based on cost method - net
2007
2006
2007
2006
2007
2006
2007
2006
Percent
Percent
Baht
Baht
Baht
Baht
Baht
Baht
Other investments Thai Coated Steel Sheet Company Limited Thai Cold Rolled Steel Sheet Public Company Limited
Producer of electrogalvanized coils
3.70
3.70
18.78
8.77
293,999,500
293,999,500
(293,999,500)
(293,999,500)
-
-
Producer of cold rolled coils
1,986,539,435
938,125,000
(376,503,554)
(376,503,554) 1,610,035,881 561,621,446
2,280,538,935
1,232,124,500
(670,503,054)
(670,503,054) 1,610,035,881 561,621,446
126
Sahaviriya Steel Industries Public Company Limited
Acquisition of shares of Thai Cold Rolled Steel Sheet Public Company Limited 11.1 Acquisition shares from Japanese shareholders On 5 April 2007, the Board of Directors’ Meeting No. 3/2550 passed resolutions to approve and propose to Extraordinary Shareholders’ Meeting No. 1/2550 for approval, the Company’s purchase of a total of 335,790,500 shares in Thai Cold Rolled Steel Sheet Public Company Limited (comprising 214,525,510 ordinary shares and 121,264,990 preferred shares) under a total budget of not more than USD 95 million (equivalent to Baht 3,500 million) from its Japanese shareholders under the Agreement on Option to Purchase Shares of TCRSS, whereby a related company has the right to purchase the shares from the Japanese shareholders. On 26 February 2008, such related company transferred the right to purchase such shares to the Company. The above share acquisition transaction obliges the Company to provide mortgaged collateral to secure short-term and longterm credit facilities of Thai Cold Rolled Steel Sheet Public Company Limited, in an amount proportionate to the Company’s equity interest. On 26 June 2007, the Extraordinary Shareholders’ Meeting passed resolutions approving the Company’s purchase of shares in Thai Cold Rolled Steel Sheet Public Company Limited, in accordance with the resolution of Board of Directors’ Meeting No. 3/2550, under a total budget of not more than Baht 3,500 million, and approved the Company’s provision of collateral to secure credit facilities and assume responsibility for liabilities of Thai Cold Rolled Steel Sheet Public Company Limited, in proportion of the shareholding of the Company. The Company is in the process of implementing such resolutions. In order to hedge foreign exchange rate risk of the above shares acquisition, during the year the Company entered into forward exchange contracts to buy a total of USD 95 million. The exchange rate per these forward exchange contracts is a total of Baht 73.4 million higher than per the exchange rate as at 31 December 2007. This difference will be recorded as part of the investment in Thai Cold Rolled Steel Sheet Public Company Limited. 11.2 Acquisition share from minority shareholders On 3 December 2007, the Board of Directors’ Meeting No. 7/2550 passed a resolution to approve the Company’s purchase of a total of 116,250,000 ordinary shares in Thai Cold Rolled Steel Sheet Public Company Limited (10.86 percent equity interest) under a total budget of not more than 1,200 million from the minority shareholders. Subsequently on 21 December 2007 the Company purchased 107,199,840 shares in accordance with the resolution of the Board at Baht 9.78 per share, for a total of Baht 1,048.4 million. As at 31 December 2007, the Company’s interest in the equity of Thai Cold Rolled Steel Sheet Public Company Limited has increased from 8.77 percent to 18.78 percent. After completion of the purchase of shares from Japanese shareholders, as described in Note 11.1 to the financial statements, the Company’s equity interest in Thai Cold Rolled Steel Sheet Public Company Limited increased from 18.78 percent to 50.15 percent.
127
128
Accumulated depreciation
-
-
-
-
Transferred in (out)
Increase (decrease) in revaluation surplus
Reversal of revaluation surplus
31 December 2007
300,706,368
1,333,229,396
972,447,568
31 December 2007
31 December 2006
31 December 2007
1,968,222,749
1,821,326,940
1
1
-
891,247,951
-
154,098,454
-
-
90,748,458
646,401,039
2,859,470,701
-
391,742,722
-
-
-
2,467,727,979
and tug boats
75,568,338
92,291,701
-
-
-
115,424,324
-
-
(42)
-
24,806,871
90,617,495
190,992,662
-
-
7,793,466
-
290,000
182,909,196
improvement
234,600
163,353
-
-
-
15,407,117
-
-
-
-
57,553
15,349,564
15,641,717
-
-
-
-
128,800
15,512,917
improvement
96,117,390
88,655,911
-
-
-
210,774,462
-
-
(163,839)
(1,296,264)
30,381,639
181,852,926
306,891,852
-
-
28,814,569
(1,375,658)
8,944,104
270,508,837
equipment
other
53,531,313
60,226,755
-
-
-
111,657,254
-
-
(97,210)
(32,689,015)
22,252,627
122,190,852
165,188,567
-
-
3,802,807
(33,098,615)
12,066,768
182,417,607
equipment
Furniture, fixture and office
25,981,797
30,777,587
-
-
-
51,484,479
-
-
-
(6,328,698)
10,572,414
47,240,763
77,466,276
-
-
-
(6,462,539)
5,910,465
78,018,350
Motor vehicles
101,988,137
402,719,484
-
-
-
-
-
-
-
-
-
-
101,988,137
-
-
(521,764,214)
-
221,032,867
402,719,484
installation
construction /
Assets under
22,742,773,503
20,535,843,445
338,437,807
338,437,807
-
9,681,161,595
(4,275,399)
533,160,976
-
(40,313,977)
743,619,062
8,448,970,933
32,762,372,905
(5,551,671)
3,564,122,595
-
(40,936,812)
259,924,415
28,984,814,378
Total
565,301,002
36,363,610
55,117,689
35,283,266
35,283,266
-
109,467,965
(30,983)
(4,152,849)
-
-
15,075,583
98,576,214
181,114,841
(30,984)
(11,490,379)
38,942,301
-
-
153,693,903
Roads
leasehold
Tools and
546,582,677
17,822,489,703
15,520,266,061
2,448,167
2,448,167
-
6,653,130,567
-
2,709,157
261,003
-
432,665,574
6,217,494,833
24,478,068,437
-
2,516,197,051
212,831,905
-
11,278,587
21,737,760,894
production line
Land
Leasehold and
Cost basis
(Unit: Baht)
2007 (Baht 535 million included in manufacturing cost, and the balance in selling and administrative expenses)
1,589,828,298
1,131,068,568
5
5
-
1,522,567,476
(4,244,416)
380,506,214
88
-
117,058,343
1,029,247,247
3,112,395,779
(4,244,418)
726,472,392
229,579,166
-
272,824
2,160,315,815
improvement
equipment in
building
Berth and berth facilities,
Consolidated
2006 (Baht 549 million included in manufacturing cost, and the balance in selling and administrative expenses)
Depreciation for the year
Net book value
300,706,368
Increase during the year
31 December 2006
-
-
Depreciation for disposals / written-off
Allowance for impairment loss
-
-
Depreciation for the year
31 December 2006
1,273,153,936
(1,276,269)
31 December 2007
Reversal of revaluations surplus
-
Transferred in (out)
(58,799,191)
-
Disposals / written-off
Increase (decrease) in revaluation surplus
-
1,333,229,396
Additions
31 December 2006
Land
Machinery and
Revaluation basis
Building and
PROPERTY, PLANT AND EQUIPMENT
Cost / Revalued amount
12.
129 -
Increase (decrease) in revaluation surplus
31 December 2007
113,138,934
31 December 2007
71,158,304
91,492,825
-
-
-
105,446,829
-
-
23,860,559
81,586,270
176,605,133
234,600
163,353
-
-
-
15,407,117
-
-
57,553
15,349,564
15,641,717
-
-
-
128,800
15,512,917
76,860,525
66,566,128
-
-
-
173,574,000
-
(1,005,317)
22,540,399
152,038,918
250,434,525
-
31,460,482
(1,068,814)
1,437,811
218,605,046
46,955,351
53,245,809
-
-
-
90,990,109
-
(30,641,601)
19,207,459
102,424,251
137,945,460
-
3,071,732
(31,049,187)
10,252,855
155,670,060
16,699,014
23,101,929
-
-
-
31,903,642
-
(3,984,709)
7,604,345
28,284,006
48,602,656
-
-
(4,118,548)
1,335,269
51,385,935
Motor vehicles
84,130,792
283,916,030
-
-
-
-
-
-
-
-
84,130,792
-
(350,028,331)
-
150,243,093
283,916,030
installation
construction /
Assets under
20,174,449,850
17,896,581,758
113,138,934
113,138,934
-
8,493,065,404
376,398,259
(35,631,627)
603,637,193
7,548,661,579
28,780,654,188
3,199,078,923
-
(36,236,549)
172,568,477
25,445,243,337
Total
481,123,017
15,800,000
18,263,376
-
-
-
50,014,640
12,799,635
-
6,703,735
30,511,270
65,814,640
-
3,526,038
-
-
173,079,095
other equipment
Furniture, fixture and office equipment
422,303,839
17,737,300,000
15,511,568,400
-
-
-
6,542,518,357
(11,572,503)
-
412,052,202
6,142,038,658
24,279,818,357
17,039,994
-
-
-
48,774,646
leasehold improvement
Tools and
2006 (Baht 471 million included in manufacturing cost, and the balance in selling and administrative expenses)
1,440,311,696
1,056,714,512
-
-
-
1,483,210,710
375,171,127
-
111,610,941
996,428,642
2,923,522,406
2,480,310,327
136,730,323
-
9,170,649
21,653,607,058
Roads
Land improvement
Leasehold and
Cost basis
(Unit: Baht)
2007 (Baht 414 million included in manufacturing cost, and the balance in selling and administrative expenses)
Depreciation for the year
791,549,396 684,999,568
31 December 2006
31 December 2007
Net book value
113,138,934
31 December 2006
Increase during the year
-
-
Depreciation for disposals / written-off
Allowance for impairment loss
-
Depreciation for the year
798,138,502
31 December 2006
Accumulated depreciation
31 December 2007
695,139,496
175,239,756
6,589,106
-
Increase in revaluation surplus
Transferred in (out)
-
-
Disposals / written-off
-
2,053,143,154
-
791,549,396
equipment in production line
building improvement
Additions
31 December 2006
Cost / Revalued amount
Land
Machinery and
Building and
Revaluation basis
Separate financial statements
In December 2002, the Company arranged for an independent professional valuer to appraise the value of the plant facilities for the second time (first time was in 1997) by using the depreciated replacement cost approach and record assets at the new revaluation amounts. In August 2003, Prachuap Port Company Limited arranged for an independent professional valuer to appraise the value of land, building, and berth and berth facilities for the second time (first time was in 1998) by using the market approach and the depreciated replacement cost approach and recorded assets at the new revaluation amount. The Company and its subsidiary companies arranged for an independent professional valuer to appraise the value of certain assets in December 2007 on an asset-by-asset basis. The basis of the revaluation was as follows:-
Land was revalued using the market approach.
-
Building and building improvement, machinery used in production line, roads, berth and berth facilities, and tug boats were revalued using the depreciated replacement cost approach.
The results of revaluation by independent appraisers are presented below: (Unit: Baht)
Consolidated Building and building improvement
Machinery and equipment in production line
972,447,568
1,589,828,298
17,822,489,703
36,363,610
1,968,222,749
22,389,351,928
1,031,246,759
1,243,862,120
15,309,001,809
43,701,140
1,730,578,481
19,358,390,309
345,966,178
2,513,487,894
(7,337,530)
237,644,268
3,030,961,619
(3,221,085)
237,644,268
3,111,553,178
(4,116,445)
-
(7,337,530)
237,644,268
Land New revaluation
Roads
Berth and berth facilities, and tug boats
Total
Net book value of assets on revaluation date Increase (decrease)
(58,799,191)
The Company and its subsidiaries recorded the increase and decrease in the revalued assets as follows: Adjustment of increase (decrease) in value against of revaluation surplus on assets in shareholders’ equity
9,188,185
345,966,178
2,521,975,632
Diminution in value recorded as expenses in income statement Increase (decrease)
(67,987,376)
-
(58,799,191)
345,966,178
(8,487,738) 2,513,487,894
(80,591,559) 3,030,961,619
(Unit: Baht)
Separate financial statement Building and building improvement
Land
Machinery and equipment in production line
Roads
Total
New revaluation
684,999,568
1,440,311,696
17,737,300,000
15,800,000
19,878,411,264
Net book value of assets on revaluation date
678,410,462
1,120,343,327
15,245,417,170
11,559,641
17,055,730,600
6,589,106
319,968,369
2,491,882,830
4,240,359
2,822,680,664
319,968,369
2,500,370,568
4,240,359
2,831,168,402
Increase
The Company recorded the increase and decrease in the revalued assets as follows: Adjustment of increase in value against of revaluation surplus on assets in shareholders’ equity
6,589,106
Diminution in value recorded as expenses in income statement Increase
-
-
6,589,106
319,968,369
130
(8,487,738) 2,491,882,830
4,240,359
(8,487,738) 2,822,680,664
Sahaviriya Steel Industries Public Company Limited
Breakdown of property, plant and equipment carried on the revaluation basis and their accumulated depreciation is as follows:(Unit: Baht)
Consolidated 2007
Land Original cost - net allowance for impairment loss
1,025,275,576
Building and building
Machinery and equipment in
Berth and berth facilities, and
improvement
production line
Roads
tug boats 2,057,552,880
1,974,715,867
15,450,301,544
119,742,910
Surplus from revaluation
(52,828,008)
1,137,679,907
9,025,318,726
26,088,665
801,917,821
Revalued amount
972,447,568
3,112,395,774
24,475,620,270
145,831,575
2,859,470,701
Accumulated depreciation on original cost - net -
868,703,868
4,084,455,605
87,491,745
543,228,211
Accumulated depreciation on surplus from revaluation
allowance for impairment loss
-
653,863,608
2,568,674,962
21,976,220
348,019,740
Accumulated depreciation on revalued amount
-
1,522,567,476
6,653,130,567
109,467,965
891,247,951
(Unit: Baht)
Consolidated 2006
Original cost - net allowance for impairment loss
Building and building
Machinery and equipment in
Land
improvement
production line
Roads
tug boats
1,325,981,945
1,744,863,880
15,228,639,223
116,083,874
2,057,552,880
7,247,451
415,451,935
6,509,121,671
37,610,029
410,175,099
1,333,229,396
2,160,315,815
21,737,760,894
153,693,903
2,467,727,979
-
772,193,122
3,810,174,698
92,408,979
450,329,968
Surplus from revaluation Revalued amount
Berth and berth facilities, and
Accumulated depreciation on original cost - net allowance for impairment loss Accumulated depreciation on surplus from revaluation
-
257,054,125
2,407,320,135
6,167,235
196,071,071
Accumulated depreciation on revalued amount
-
1,029,247,247
6,217,494,833
98,576,214
646,401,039
(Unit: Baht)
Separate financial statements 2007 Building and builiding improvement
Land
2006
Machinery equipment in production line
Roads
Building and builiding improvement
Land
Machinery equipment in production line
Roads
Original cost - net allowance for impairment loss Surplus from revaluation Revalued amount
674,508,200 10,491,368 684,999,568
1,817,429,194 15,290,386,357
38,074,646
787,647,134
1,106,093,212
8,989,432,000
27,739,994
3,902,262
2,923,522,406 24,279,818,357
65,814,640
791,549,396
1,642,189,437 15,144,485,387 410,953,717
38,074,646
6,509,121,671
10,700,000
2,053,143,154 21,653,607,058
48,774,646
Accumulated depreciation on original cost - net allowance for impairment loss
-
834,935,987
3,988,125,055
28,934,135
-
743,872,730
3,734,718,523
24,370,401
-
648,274,723
2,554,393,302
21,080,505
-
252,555,912
2,407,320,135
6,140,869
-
1,483,210,710
6,542,518,357
50,014,640
-
996,428,642
6,142,038,658
30,511,270
Accumulated depreciation on surplus from revaluation Accumulated depreciation on revalued amount
131
The Company and its subsidiaries evaluated the recoverable amounts of assets by using the discounted cash flow method and have determined that the recoverable amounts are higher than the appraisal values of assets presented on a depreciated replacement cost basis. In October 2006, the Federation of Accounting Professions issued Notification No. 25/2006 allowing entities which carry their property, plant and equipment at revalued amounts to calculate depreciation to be charged to the income statements based on the historical costs of the assets instead of on the revalued amounts. The Company has decided to follow the notification. However, had the depreciation charge been calculated based on the revalued amounts, net income and earnings per share would have been changed to the following:Consolidated 2007 Net income (Baht)
Separate financial statements 2006
2007
2006
726,771,168
2,432,912,452
825,135,817
2,471,234,301
0.06
0.19
0.06
0.19
Earnings per share (Baht per share)
During 2006, the Company and its subsidiary company capitalised interest expenses amounting to Baht 147.5 million incurred on loans for the construction project as part of cost of assets (The Company only: Baht 114.6 million). As at 31 December 2007, certain plant and equipment items of the Company and its subsidiaries have been fully depreciated but are still in use. The original cost of those assets amounted to approximately Baht 424.1 million (2006: Baht 385.9 million) (The Company only: Baht 256.2 million, (2006: Baht 259.6 million)) As at 31 December 2007, the Company and its subsidiaries have machinery, equipment and motor vehicles acquired under hire purchase agreements and finance lease agreements, with net book value amounting to Baht 579.0 million (The Company only: Baht 530.0 million). As at 31 December 2007, the Company has mortgaged/pledged its assets amounting to approximately Baht 19,493.4 million (2006: Baht 16,469.7 million) as collateral against credit facilities received from financial institutions, as described in Note 15, Note 16 and Note 17 to the financial statements. As at 31 December 2007, Prachuap Port Company Limited has mortgaged/pledged its assets amounting to approximately Baht 1,931.1 million (2006: Baht 2,060.4 million) as collateral against credit facilities received from financial institutions, as described in Note 16, to the financial statements. As at 31 December 2007, West Coast Engineering Company Limited has mortgaged/pledged its assets amounting to approximately Baht 198.1 million (2006: Baht 110.6 million) as collateral against credit facilities received from financial institutions, as described in Note 15 and Note 16 to the financial statements. As described in Note 28.6 (a), the Company and Prachuap Port Company Limited received letters from Prachuabkirikhan Provincial Land Office, informing the Company to submit the Certificates of Utilisation (Nor. Sor. 3 Kor) for 23 plots of land with a combined book value of Baht 113.1 million and the subsidiary to submit the Certificates of Utilisation (Nor. Sor. 3 Kor) for 18 plots of land with a combined book value of Baht 187.6 million (there are roads to the port and warehouse of the subsidiary which have a net book value of Baht 37.7 million, located on these plots of land) for investigation to corroborate a decision on whether to revoke or amend the issued certificates. Subsequently, on 16 November 2007, the Company and the subsidiary submitted letters to the Prachuabkirikhan Provincial Land Office to oppose any revocation or amendment of such certificate. However, for conservative purposes, in preparing the financial statements the Company and the subsidiary recorded full allowance for impairment of the land and assets located on that land, amounting to Baht 338.4 million (The Company only: Baht 113.1 million), under the caption of “Loss on impairment of property, plant and equipment� in the income statement.
13.
INTANGIBLE ASSETS
(Unit: Baht)
Consolidated 2007 Computer software - cost Additions Accumulated amortisations Net
Separate financial statements 2006
2007
2006
76,170,916
74,096,606
75,314,381
73,240,071
2,204,700
2,074,310
2,204,700
2,074,310
(9,757,395)
(17,497,533)
(17,211,441)
(9,555,830)
60,878,083
66,413,521
60,307,640
65,758,551
7,740,138
7,531,742
7,655,611
7,447,214
Amortisation expenses included in the income statements for the year
132
Sahaviriya Steel Industries Public Company Limited
14.
OTHER NON-CURRENT ASSETS (Unit: Baht)
Consolidated
Deposits
2007
2006
2007
2006
9,091,700
9,035,239
8,175,600
8,160,884 -
Receivable from cancellation of shipbuilding contract Others
Separate financial statements
-
11,461,736
-
3,723,932
1,729,459
-
-
12,815,632
22,226,434
8,175,600
8,160,884
Less: Allowance for doubtful debts - receivable from cancellation of shipbuilding contract
-
Total
12,815,632
(11,461,736) 10,764,698
-
-
8,175,600
8,160,884
Receivable from cancellation of shipbuilding contract represents a balance of Prachuap Port Company Limited which cancelled a shipbuilding contract for tugboats. The supplier agreed to return all money paid by the subsidiary, amounting to USD 3.8 million or Baht 168.0 million, in fifteen installments between 8 July 2002 and 8 March 2007. In the second quarter of the current year, the subsidiary received final settlement.
15.
BANK OVERDRAFTS AND SHORT-TERM LOANS FROM FINANCIAL INSTITUTIONS (Unit: Baht)
Consolidated financial statements 2007 Bank overdrafts
Separate financial statements
2006
28,616,916
2007
2006
-
-
-
Short-term loans from financial institutions Promissory note
2,844,000,000
920,000,000
2,780,000,000
920,000,000
Bills of exchange
-
2,010,000,000
-
2,010,000,000
Trust receipts Total
1,373,573,576
9,636,451,213
1,364,000,000
9,636,451,213
4,246,190,492
12,566,451,213
4,144,000,000
12,566,451,213
Less: Deferred interest - bills of exchange Total
4,246,190,492
(68,007,194) 12,498,444,019
4,144,000,000
(68,007,194) 12,498,444,019
Bank overdrafts and short-term loans from financial institutions, of the Company, except for bills of exchange, are secured by the pledge of raw materials and finished goods owned by the Company, and for those banks providing both short-term and long-term loans the Company has additionally made a second mortgage of land and construction thereon, machinery of the Company and assigned beneficiary rights under insurance policies to the lenders. Short-term loans in the form of bills of exchange are unsecured. Bank overdrafts and short-term loans from financial institutions of Prachuap Port Company Limited are secured by the mortgage of land and existing and future construction thereon of subsidiary. The bank overdraft and short-term loan from financial institutions of West Coast Engineering Company Limited from a commercial bank are secured by the mortgage of land and the guaranteed by the Company, and those bank overdrafts and short-term loans from another commercial bank are secured by the mortgage of land and construction thereon and the assignment of beneficiary rights under insurance policies to the lenders. As at 31 December 2007, the Company has unused bank overdraft and short-term loan facilities from financial institutions amounting to Baht 21,279.4 million and USD 45 million. (2006: Baht 12,987.7 million and USD 45 million). As at 31 December 2007, Prachaup Port Company Limited has unused bank overdraft and short-term loan facilities from financial institutions amounting to Baht 11.6 (2006: Baht 13.6 million). As at 31 December 2007, West Coast Engineering Company Limited has unused bank overdraft and short-term loan facilities from financial institutions amounting to Baht 0.8 million and USD 0.6 million. (2006: Baht 20 million and USD 1 million).
133
16.
LONG-TERM LOANS FROM FINANCIAL INSTITUTIONS (Unit: Baht)
Consolidated financial statements Loan 16.1
Repayment schedule
2007
2006
2007
2006
4,928,000,000
5,264,000,000
4,928,000,000
5,264,000,000
-
200,000,000
-
200,000,000
880,000,000
940,000,000
880,000,000
940,000,000
-
35,715,637
-
-
521,111,278
561,691,270
-
-
118,100,000
-
-
-
25,000,000
45,000,000
-
-
32,270,000
30,500,000
-
-
6,504,481,278
7,076,906,907
5,808,000,000
6,404,000,000
Semi-annual installment commencing from March 2005 to September 2013
16.2
Semi-annual installment commencing from June 2005 to June 2007
16.3
Semi-annual installment commencing from September 2005 to September 2013
16.4
Separate financial statements
Monthly installment commencing from April 2002 to May 2003 and semi-annual installment commencing from June 2003 to June 2007
16.5
Monthly installment commencing from January 2006 to July 2011
16.6
Quarterly installments commencing from June 2007 to March 2012
16.7
Yearly installments commencing from March 2007 to March 2008
16.8
Quarterly installments commencing from June 2007 to March 2010
Total Less:
Current porting due within one year
Add:
Difference of interest per effective interest rate
(568,619,918) 5,935,861,360
and interest rate per debt restructuring agreement Long-term loans
(761,088,792) 6,315,818,115
(416,000,000) 5,392,000,000
(596,000,000) 5,808,000,000
-
451,981
-
-
5,935,861,360
6,316,270,096
5,392,000,000
5,808,000,000
16.1 A long-term credit facility amounting to Baht 5,600 million under the credit facilities agreement dated 15 September 2003, with a 10-year maturity, carrying interest at the rate of MLR less 1.5 percent per annum for the first to the third year, at the rate of MLR less 1 percent per annum for the fourth to the fifth year, and at the rate of MLR less 0.5 percent per annum as from the sixth year. Interest is payable quarterly and the interest rate for the first five years must not less than the average interest rate on the debentures (Note 17) plus a margin of 0.75 percent per annum. 16.2 An additional long-term credit facility amounting to Baht 2,000 million under the additional loan agreement dated 29 December 2003 with a term of 3.5 years, bearing interest at the rate of 3.5 percent per annum. Interest is payable semi-annually. During the year, the Company made full payment of this loan. 16.3 A long-term credit facility amounting to Baht 1,000 million under the credit facilities agreement dated 11 September 2003, with a term of 10 years, bearing interest at the rate of 4 percent per annum from the agreement date to 30 September 2008 and at the rate of MLR less 0.5 percent per annum as from 1 October 2008. Interest is payable quarterly. Long-term loans No. 16.1, 16.2 and 16.3 are secured by the mortgage/pledge of land with construction thereon and machinery and the assignment of beneficiary rights under insurance policies to the lenders. For those banks providing both short-term and long-term loan facilities, the Company has additionally made a second pledge of raw materials and finished goods of the Company. These loan agreements contain certain covenants relating to various matters, such as maintenance of financial ratios, the maintenance of the Company’s shareholding in Prachuap Port Company Limited, restrictions on dividend payment in each fiscal year, and a prohibition on the Company pledging its investments in shares or creating any obligation thereon.
134
Sahaviriya Steel Industries Public Company Limited
As at 31 December 2007, one of the Company’s financial ratios did not comply with the conditions of the loan agreements. However, the Company received waiver letters from the lenders, whereby the banks consented to allow the Company to maintain such financial ratio at a rate below that specified in the loan agreements, for the period ended 31 December 2007. As at the balance sheet date, the Company has therefore classified the loans as long-term loans and current portion of long-term loans in accordance with the original payment schedule stipulated in the loan agreements. 16.4 Long-term credit facility amounted to Baht 832.5 million under the debt restructuring agreement of a subsidiary dated 30 March 1999 and amendment agreement dated 30 June 1999 with a term of 9 years and a 3-year grace period, carrying interest at a rate below MLR for the first seven years and at MLR as from the eighth year. Interest was payable monthly. During the current year, the Company made full payment of this loan. This loan was secured by the subsidiary’s director and the mortgage of the subsidiary’s land. 16.5 A long-term credit facility of a subsidiary amounting to Baht 650 million under the loan agreement dated 5 September 2003, and memorandums to amend the agreement dated 7 June 2005 and 26 August 2005, with a term of 6 years and a grace period of 2 years and 4 months, bearing interest at the 3-month fixed deposit rate plus 3 percent for the first 2 years, plus 3.5 percent for the third year and plus 4 percent per annum as from the fourth year. Interest is payable monthly. On 5 September 2007, a subsidiary entered into a memorandum to revise the loan agreement with the lender, under which the lender agreed to extend the loan repayment period from 6 years and 6 months (50 monthly installments from January 2006 to February 2010) to 7 years and 4 months (66 monthly installments from January 2006 to July 2011) and change the amounts of the loan installments from the 21st installment (September 2007) onwards, from amounts of Baht 14 million to Baht 20 million per installment to amounts of Baht 7 million to Baht 20 million per installment. This long-term loan is secured by the mortgage of land and related construction thereon and the expansion of the berth of the subsidiary. This loan agreement contain covenants relating to various matters, such as the maintenance of financial ratios, restrictions on incurring indebtedness and creating or permitting the subsistence of security interest an assets, and the maintenance of present shareholders. 16.6 A long-term credit facility of a subsidiary amounting to Baht 180 million under the credit facilities agreement dated 23 March 2007 with a term of 5 years, carrying interest at MLR less 0.5 percent per annum. Interest is payable quarterly. As of 31 December 2007, the subsidiary has drawn down the full amount of the facility. This credit facilities are secured by the mortgage of certain land of the subsidiary and construction and/or future construction thereon. In addition, the loan agreements contain covenants relating to various matters such as the maintenance of financial ratios, the restrictions on incurring indebtedness and creating or permitting the subsistence of security interest, the assignment of beneficiary rights under insurance policies for the construction and the maintenance of the Company’s equity in the subsidiary. 16.7 A long-term credit facility of a subsidiary amounting to Baht 45 million under a loan agreement dated 21 March 2005 with a 3-year maturity and a 1-year grace period, carrying interest at MLR less 1 percent per annum in the first year and MLR less 0.5 percent per annum as from the second year. Interest is payable monthly. This loan is secured by the mortgage of a plot of land and construction and/or future construction thereon of the subsidiary and is guaranteed by the Company. 16.8 A long-term credit facility of a subsidiary amounting to Baht 60 million under a loan agreement dated 2 October 2006 with a 5-year maturity, carrying interest at MLR less 0.5 percent per annum. Interest is payable monthly. This loan is secured by the mortgage of a plot of land of the subsidiary and construction thereon and the assignment of beneficiary rights under insurance policies to the lender. In addition, this loan agreement contains certain covenants relating to various matters, such as the maintenance of financial ratios, the restrictions on incurring indebtedness and creating or permitting the subsistence of security interest, the assignment of beneficiary rights under insurance policies for the construction, and the Company’s maintenance of a shareholding of not less than 75 percent in the subsidiary for the term of the loan agreement. As at 31 December 2007, the long-term credit facilities of the subsidiaries which have not yet been drawn down amounted to Baht 22.7 million.
135
17.
DEBENTURES (Unit: Baht)
Consolidated Debentures
2007
Separate financial statements 2006
2007
2006
17.1 Secured amortising debentures No. 1 Series 1 of 1.80 million units with a total value of Baht 1,800 million
-
360,000,000
-
360,000,000
value of Baht 1,450 million
725,000,000
1,450,000,000
725,000,000
1,450,000,000
Total
725,000,000
1,810,000,000
725,000,000
1,810,000,000
(725,000,000)
(1,085,000,000)
(725,000,000)
(1,085,000,000)
17.2 Secured amortising debentures No. 1 Series 2 of 1.45 million units with a total
Less: Current portion Debentures
-
725,000,000
-
725,000,000
17.1 The debentures were to be redeemed in equal semi-annual installments from 17 March 2005, and matured in 2007. It carries interest at 3 percent per annum. During the current year, the Company redeemed the debentures. 17.2 The debentures are to be redeemed in equal semi-annual installments from 17 September 2007 and mature in March 2008. They carry interest at the average 6-month fixed deposit rate of 4 commercial banks plus 2.75 percent per annum. These debentures were secured by the mortgage/pledge of land and its construction thereon, and machinery of the Company.
18.
LIABILITIES UNDER FINANCE LEASE AGREEMENTS (Unit: Baht)
Consolidated 2007 Liabilities under finance lease agreements
Separate financial statements 2006
432,377,290
512,122,902
2007 387,898,641
2006 512,122,902
Less: Deferred interest expenses
(29,157,223)
(54,221,048)
(25,236,188)
(54,221,048)
Total
403,220,067
457,901,854
362,662,453
457,901,854
(206,460,621)
(95,239,400)
(191,892,892)
(95,239,400)
196,759,446
362,662,454
170,769,561
362,662,454
Less: Portion due within one year Liabilities under finance lease agreements
The Company and its subsidiary companies have entered into the finance lease agreements with leasing companies for lease of machinery, equipment and vehicle for operation and committed to pay rental fee on a monthly basis. As at 31 December 2007, there were leasing commitments under the finance lease agreements payable to the Company and its subsidiary companies as follows: (Unit: Baht)
The Company Within 1 year
211,086,106
Subsidiary companies
Total
16,846,812
227,932,918
After 1 year
176,812,535
27,631,837
204,444,372
Total
387,898,641
44,478,649
432,377,290
136
Sahaviriya Steel Industries Public Company Limited
19.
REVALUATION SURPLUS (Unit: Baht)
Consolidated 2007
Separate financial statements 2006
2007
2006
Balance - beginning of year
4,954,891,951
5,212,119,153
4,830,282,180
5,079,151,648
Add:
Record revaluation surplus on assets
2,996,355,310
-
2,831,168,402
-
Less:
Reversal revaluation surplus
-
-
-
Amortisation Balance - end of year
(650,899) (189,341,900) 7,761,254,462
(257,227,202) 4,954,891,951
(181,333,354) 7,480,117,228
(248,869,468) 4,830,282,180
The revaluation surplus can neither be offset against deficit nor used for dividend payment. The revaluation surplus as at 31 December 2007 and 2006 in the consolidated financial statement and the separate financial statements are consisted of the following: (Unit: Baht)
Consolidated 2007
Separate financial statements 2006
2007
2006
Revaluation surplus of The Company The subsidiaries Other company (former associated company)
20.
6,918,495,782
4,268,660,734
6,918,495,782
4,268,660,734
281,137,234
124,609,771
-
-
561,621,446
561,621,446
561,621,446
561,621,446
7,761,254,462
4,954,891,951
7,480,117,228
4,830,282,180
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.
21.
NUMBER OF EMPLOYEES AND RELATED COSTS Consolidated 2007
Number of employees at end of year (persons) Employee costs for the year (Thousand Baht)
22.
Separate financial statements 2006
2007
2006
1,467
1,443
1,001
977
597,094
580,018
428,061
422,212
CORPORATE INCOME TAX Corporate income tax for the years has been calculated on net income of the operations which have not received privileges from the Board
of Investment exempting them from corporate income tax, after adding back expenses and deducting income which are disallowable for tax computation purposes.
137
23.
PROMOTIONAL PRIVILEGES The Company was granted investment promotional privileges by the Board of Investment (BOI). Important privileges granted to the Company
are summarised below: -
Investment promotion certificate No. 1140/2533 dated 8 August 1990 under which the Board of Investment approved promotional
privileges for the manufacture of hot rolled coils. Subject to certain imposed condition, the privileges include an exemption from corporate income tax on net income from the promoted activities, for a period of 8 years commencing as from the date of the first earning operating income (23 April 1994) and a 50 percent reduction of corporate income tax on net income derived from the promoted activities for a period of 5 years after the expiration of the corporate income tax exemption period (22 April 2002). The privileges granting on this certificate expired on 22 April 2007. -
Investment promotion certificate No. 1438 (2)/2547, dated 8 June 2004, under which the Board of Investment approved promotional
privileges for the manufacture of hot rolled coils and hot rolled, pickled and oiled coils. Subject to certain imposed condition, the privileges include an exemption from corporate income tax on sales of hot rolled coils and hot rolled pickled and oiled coils, to the extent that the amount sold does not exceed 1.6 million tons a year, for a period of 8 years commencing as from the date of the first earnings operating income (13 May 2004). In addition the privileges also include exemption from import duty on machinery approved by the Board, exemption from import duty on essential raw materials and supplies imported for manufacturing products for export sale for a period of 5 years as from the first import date and exemption from import duty on goods imported for re-export for a period of 5 years as from the first import date. The Company’s operating revenues for the years are below shown divided according to promoted and non-promoted operations. (Unit: Baht)
Separate financial statements Promoted operations 2007
Non-promoted operations
2006
2007
Total
2006
2007
2006
Sales Domestic sales Export sales Total sales
23,236,002,694
26,994,529,626
201,598,115
85,599,349
23,527,600,849
4,835,587,837
8,124,933,601
-
-
4,835,587,837
27,080,128,975 8,124,933,601
28,161,590,531
35,119,463,227
201,598,155
85,599,349
28,363,188,686
35,205,062,576
The two subsidiaries were granted investment promotional privileges by the Board of Investment (BOI). Important privileges granted to the subsidiaries are summarised below: (a) Prachuap Port Company Limited was granted the following investment promotional privileges by the BOI -
Investment promotion certificate No. 8002/2537 dated 17 January 1994 under which the Board of Investment approved promotional privileges for the provision of marine shiping services. Subject to certain imposed condition, the privileges include exemption from corporate income tax on net income from the promoted activities, for a period of 8 years commencing as from the date of the first earning operating income (22 February 1994) and a 50 percent reduction of corporate income tax on net income derived from the promoted activities for a period of 5 years after the expiration of the corporate income tax exemption period (21 February 2002). The privileges granting on this certificate expired on 21 February 2007.
-
Investment promotion certificate No. 1484(2)/2545 dated 31 July 2002, under which the Board of Investment approved promotional privileges for the provision of high-powered tug boat service for public transportations and large products. Subject to certain imposed condition, the privileges include an exemption from corporate income tax on net income from the promoted activities, for a period of 5 years commencing as from the date of the first earning operating income (1 October 2002) to the extent that the amount of tax exempted does no exceed 100 percent of the total investment made, excluding the price of land and working capital. The amount of corporate income tax exempted thus must not exceed Baht 131 million, and such cap is to be adjusted according to the actual capital investment (excluding land cost and working capital) as of the date operation of the project commences. In addition the privileges also include a reduction of import duty on machinery approved by the BOI. The privileges granting on this certificate expired on 30 September 2007.
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Sahaviriya Steel Industries Public Company Limited
-
Investment promotion certificate No. 1464(2)/2547 dated 10 June 2004 under which the Board of Investment approved promotional privileges for the provision of marine shiping services. Subject to certain imposed condition, the privileges include an exemption from corporate income tax on net income from the promoted activities, for a period of 8 years commencing as from the date of the first earning operating income (14 November 2006) to the extent that the amount of tax exempted does no exceed 100 percent of the total investment made, excluding the price of land and working capital. The amount of corporate income tax exempted thus must not exceed Baht 1,146 million, and such cap is to be adjusted according to the actual capital investment (excluding land cost and working capital) as of the date operation of the project commences. In addition the privileges also include an exemption from import duty on machinery approved by the BOI.
-
Investment promotion certificate No. 1901(2)/2547 dated 29 October 2004 under which the Board of Investment approved promotional privileges the provision of high-powered tug boat service. Subject to certain imposed condition, the privileges include an exemption from corporate income tax on net income from the promoted activities, for a period of 5 years commencing as from the date of the first earning operating income (9 August 2005) to the extent that the amount of tax exempted does no exceed 100 percent of the total investment made, excluding the price of land and working capital. The amount of corporate income tax exempted thus must not exceed Baht 103 million, and such cap is to be adjusted according to the actual capital investment (excluding land cost and working capital) as of the date operation of the project commences. In addition the privileges also include a reduction of import duty on machinery approved by the BOI.
(b) West Coast Engineering Company Limited has received promotional privileges from the Board of Investment, which approved promotion privileges for the manufacture of industrial machinery and equipment, mechanical parts, and the repair and improvement of industrial machinery and equipment and steel structures for industrial use, pursuant to the promotion certificate No. 1783(2)/2550 dated 27 June 2007. Subject to certain imposed condition, the privileges include an exemption from corporate income tax on net income from the promoted activities, for a period of 8 years commencing as from the date of the first earning operating income, to the extent that the amount of tax exempted does not exceed 100 percent of the total investment made, excluding the price of land and working capital. The total amount of corporate income tax exempted thus must not exceed Baht 167 million, and such cap is to be adjusted according to the actual capital investment (excluding land cost and working capital) as of the date operation of the project commences. In addition the privileges also include exemption from import duty on machinery approved by the BOI, and exemption from import duty on essential raw materials imported for a period of 5 years as from the first import date. Currently, the Company has no income from the promoted activities. The operating revenues of the Company and its subsidiaries for the years are below shown divided according to promoted and nonpromoted operations. (Unit: Baht)
Consolidated Non-promoted operations
Promoted operations 2007
2006
2007
Total
2006
2007
2006
Revenue Domestic sales Export sales Service income Total sales
24.
23,325,070,614
26,994,529,626
202,291,882
87,914,919
23,527,362,496
27,082,444,545
4,835,587,837
8,124,933,601
109,685,762
170,296,195
-
-
4,835,587,837
8,124,933,601
171,282,048
43,782,277
280,967,810
214,078,472
28,270,344,213
35,289,759,422
373,573,930
131,697,196
28,643,918,143
35,421,456,618
EARNINGS PER SHARE Basic earnings per share is calculated by dividing net income for the year by the weighted average number of ordinary shares in issue
during the year.
25.
SEGMENT INFORMATION The Company and its subsidiaries’ business operations involve three principal segments: (1) manufacture of hot rolled coils (2) maintenance
services and (3) deep-sea port services. 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.
139
(Unit: Baht)
Manufacture of hot rolled coils segment 2007
2006
23,526,668,769
27,080,128,975
Maintenance
Deep-sea
Elimination of
services segment
port services segment
inter-segment revenues
2007
2006
2007
Consolidated
2007
2006
2006
2007
149,128,101
170,296,195
-
-
2006
Revenue from external customers Domestic sales and services Export sales Total Intersegment revenues Total revenue
132,533,436
46,097,847
23,808,330,306
27,296,523,017
4,835,587,837
8,124,933,601
-
-
-
-
-
-
4,835,587,837
8,124,933,601
28,362,256,606
35,205,062,576
132,533,436
46,097,847
149,128,101
170,296,195
-
-
28,643,918,143
35,421,456,618
932,080
-
297,478,904
375,648,111
75,762,394
123,303,617
(374,173,378)
498,951,728
-
-
28,363,188,686
35,205,062,576
430,012,340
421,745,958
224,890,495
293,599,812
(374,173,378)
498,951,728
28,643,918,143
35,421,456,618
2,237,054,628
2,423,732,777
90,867,110
91,791,544
108,252,663
202,284,221
-
-
2,480,928,728
2,753,184,098
1,181,326
3,029,908
Income from business operation segment Unallocated income and expenses: Interest income Other income Selling and administrative expenses Other expenses Interest expenses Corporate income tax Minority interest Net income Property, plant and equipment
20,174,449,850
17,896,581,758
327,083,644
262,291,695
Other assets
14,058,799,306
24,372,074,738
55,624,964
87,874,449
Total assets
34,233,249,156
42,268,656,496
382,708,608
350,166,144
2,293,184,537
311,570,244
479,579,460
(905,789,135)
(1,050,716,989)
(24,866,186)
2,294,311,367
(1,051,183,119)
(1,662,501,703)
(9,134,088)
(36,625,169)
113,405,298
(90,121,318)
916,113,068
2,690,139,654 20,535,843,445
2,426,337,923
(51,944,528)
(49,367,931)
22,742,773,503
29,282,725
64,758,943
(332,722,479)
(542,817,276)
13,810,984,516
23,981,890,854
2,322,467,262
2,491,096,866
(384,667,007)
(592,185,207)
36,553,758,019
44,517,734,299
Transfer prices between business segments are as set out in Note 6 to the financial statements.
26.
PROVIDENT FUND The Company, its subsidiaries and their employees have jointly established a provident fund in accordance with the Provident Fund Act
B.E. 2530. Both employees and the Company and its subsidiaries contributed to the fund monthly at the rate of 5 to 10 percent of basic salary. The fund, which is managed by Kasikorn Asset Management Company Limited, will be paid to employees upon termination in accordance with the fund rules. During the year 2007, the Company and its subsidiaries contributed Baht 31.0 million (2006: Baht 26.3 million) to the fund (The Company only: Baht 22.6 million (2006: Baht 20.4 million)).
27.
DIVIDEND PAYMENT On 10 April 2007, the Extraordinary Shareholders’ Meeting passed a resolution to approve the payment of a dividend for the year 2006 of
Baht 0.025 per share, or a total of Baht 327.5 million.
28.
COMMITMENTS AND CONTINGENT LIABILITIES 28.1 Capital commitments As at 31 December 2007, the Company had capital commitments amounting to approximately Baht 23.7 million and EUR 0.2 million
in respect of agreements relating to the construction of a warehouse for finished goods and the purchase of machinery and equipment. As at 31 December 2007, West Coast Engineering Company Limited, the subsidiary, had capital commitments totaling Baht 2.6 million in relation to the purchase of machinery and equipment.
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Sahaviriya Steel Industries Public Company Limited
28.2 Operating lease commitments The Company and its subsidiaries have entered into several lease agreements in respect of the lease of land, office space and vehicles. As at 31 December 2007, there were commitments to be payable under those agreements as follows:
(Unit: Million Baht)
Consolidated
Separate financial statements
Payable within: 1 year
25.1
22.6
2 - 5 years
15.0
13.7
Total
40.1
36.3
28.3 Other commitments As at 31 December 2007 the Company and its subsidiaries have the following other commitments. -
The Company has commitments amounting to Baht 36.8 million, USD 9.4 million and EUR 1.8 million in relation to agreements to purchase spare parts and supply and obtaining maintenance services.
-
The Company had commitments to banks under the outstanding letters of credit amounting to approximately EUR 0.2 million and Baht 2.4 million.
-
West Coast Engineering Company Limited, the subsidiary, has commitments amounting to Baht 7.0 million in relation to contracting agreement and its related service agreements.
-
Prachuap Port Company Limited, the subsidiary, has commitments amounting to Baht 0.7 million in relation to an agreement appointing a party to perform an environmental impact study and a marine survey for the construction of a ship berth.
28.4 Bank guarantees As at 31 December 2007, there were outstanding bank guarantees of Baht 1,579.5 million (The Company only: Baht 1,567.0 million) issued by banks on behalf of the Company and its subsidiaries in respect of certain performance bonds as required in the normal course of business. Bank guarantees of the Company of Baht 1,567.0 million comprised of a bank guarantee of Baht 1,458.2 million to guarantee payment to the Revenue Department, to secure a value added tax refund before the VAT refund process is complete. In the second quarter of the current year the Revenue Department refunded the Baht 1,458.2 million to the Company and is in the process of conducting an examination of such tax. These also included bank guarantees of Baht 104.5 million to guarantee electricity use, Baht 3.9 million as a guarantee for loss as a result of the legal action being taken by the Forestry Department regarding a project to construct a road to the berth, and other guarantees amounting to Baht 0.4 million. The bank guarantees of the subsidiaries amounting to Baht 12.5 million, comprised a guarantee of Baht 10.0 million provided to Custom Department in respect of the establishment of a wharf and godowns, Baht 1.3 million to guarantee contractual performance and Baht 1.2 million to guarantee electricity use. 28.5 Guarantee with subsidiary company The Company has guaranteed credit facilities obtained from bank of its subsidiary company amounting to Baht 50 million. Generally, the Company’s guarantees are binding for as long as the underlying obligations have not yet been discharged by that subsidiary. No fees are charged for the provision ofthese guarantees. 28.6 Dispute and litigation Dispute (a)
In October 2007, Prachuabkirikhan Provincial Land Office sent letters to the Company and Prachuap Port Company Limited ordering the Company to submit the Certificates of Utilisation (Nor. Sor. 3 Kor) for 23 plots of land with a combined book value of Baht 113.1 million and the subsidiary to submit the Certificates of Utilisation (Nor. Sor. 3 Kor) for 18 plots of land with a combined book value of Baht 187.6 million (there are roads to the port and warehouse of the subsidiary, which have a net book value of Baht 37.7 million, located on these plots of land) for investigation to corroborate a decision on whether
141
to revoke or amend the issued certificates. Subsequently, on 16 November 2007, the Company and the subsidiary submitted letters to the Prachuabkirikhan Provincial Land Office, Bangsaphan branch opposing any revocation or amendment of such certificates since the land had legal documentation issued by government officials. However, for conservative purposes, in preparation of financial statement the Company and the subsidiary recorded full allowance for impairment of the land and assets located on that land under the caption of “loss on impairment of property, plant and equipment” in the statement of income. The management of the Company and the subsidiary believe that regardless of the result of the dispute, it will not affect the business operations of the Company and its subsidiary. Litigation (b)
The Company was sued by the Forestry Department in a civil case regarding a project to construct a road to the berth, with a total of Baht 4.9 million claimed. Subsequently, on 1 September 2005, the Prachuapkhirikhan Provincial Court ordered the Company to pay compensation of Baht 2 million plus interest at a rate of 7.5 percent per annum as from the date the lawsuit was lodged by the Forestry Department. The case is currently pending in the Appeal Court. On 14 July 2006, the Company placed a bank guarantee of Baht 3.9 million with the Appeal Court to suspend the execution of the judgement for the term of the appeal. As at 31 December 2007, the Company has not provided for losses that may arise as a result of this case in its financial statements.
(c)
In March 2004, the Company was the co-defendant in two civil cases before the Bangkok South Civil Court, involving total claims of Baht 126 million resulting from the incorrect issue of bills of lading by forwarding agents. Subsequently in July 2005, two of the plaintiffs in these cases sued the Company in the Central Intellectual Property and International Trade Court, which has jurisdiction in the cases. Claim made total approximately Baht 80 million. In December 2005, the Central Intellectual Property and International Trade Court combined the two cases because they pertain to the same dispute. The cases are currently pending in the Central Intellectual Property and International Trade Court. As at 31 December 2007, the Company has not provided for losses that may arise as a result of these cases in its financial statements.
29.
FINANCIAL INSTRUMENTS 29.1 Financial risk management Financial instruments of the Company and its subsidiaries, as defined under Thai Accounting Standard No. 48 “Financial
Instruments: Disclosure and Presentations”, principally comprise cash and cash equivalent, accounts and notes receivable, amounts due from and advance paid to related parties, other long-term investments, bank overdrafts and short-term loans from financial institutions, accounts payable, amounts due to and advances received from related parties, long-term loans, debentures and liabilities under financial lease and hire purchase agreements. The financial risks associated with these financial instruments and how they are managed is described below.
Credit risk The Company and its subsidiaries are exposed to credit risk primarily with respect to trade accounts and notes receivable. The Company and its subsidiaries manage the risk by establishing credit limits for customers or adopting appropriate credit control policies and procedures and therefore do not expect to incur material financial losses. However, the Company and its subsidiaries are exposed to concentrations of credit risk with respect to trade accounts and notes receivable because they have only a few major customers who are in the same industry. The maximum exposure to credit risk is limited to the carrying amounts of trade accounts and notes receivable as stated in the balance sheet.
Interest rate risk Exposure to interest rate risk of the Company and its subsidiaries relates primarily to their cash at banks, bank overdrafts and short-term loan from financial institutions, debentures and long-term borrowings. However, since most of the financial assets and liabilities of the Company and its subsidiaries bear floating interest rates or fixed interest rates which are close to the market rate, the interest rate risk is expected to be minimal.
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Sahaviriya Steel Industries Public Company Limited
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. Fixed interest rates Within 1 year
Floating
1-5 years
interest rate
Total
interest rate (% p.a.)
(Million Baht) Financial Assets Cash and cash equivalent
-
-
50.7
50.7
-
-
50.7
50.7
4,246.2
-
-
4,246.2
Debentures
-
-
725.0
Long-term loans
-
-
6,504.5(1)
Liabilities under financial lease agreements
206.5
196.8
Liabilities under hire purchase agreements
5.2
3.9
4,457.9
200.7
0.125 - 0.750
Financial Liabilities Bank overdrafts and short-term financial institutions
(1)
3.900 - 7.625
725.0
4.938
6,504.5
4.000 - 6.625
-
403.3
4.830 - 7.800
-
9.1
3.050 - 3.700
7,229.5
11,888.1
Long-term loan amounting to Baht 880 carry interest rate at a fixed rate in the current period until 30 September 2008 and will carry interest at MLR plus 0.5 percent per annum beginning 1 October 2008.
Foreign currency risk The Company’s exposure to foreign currency risk arises mainly from trading transactions that are denominated in foreign currencies. The Company seeks to reduce this risk by entering into forward exchange contracts when it considers appropriate. Generally, the forward contracts mature within one year. The balances of financial assets and liabilities denominated in foreign currencies as at 31 December 2007 are summarised below. Average exchange rate as at 31 December 2007 Foreign currency
Financial assets
Financial liabilities
(Million)
(Million)
Assets
Liabilities
(Baht per 1 foreign currency unit)
US dollar
1.5
23.7
33.6496
33.8850
Euro
2.6
0.1
49.0408
49.6202
Italian Lira
-
1.8
-
0.0256
Japanese yen
-
1.5
-
0.2997
Foreign exchange contracts outstanding at 31 December 2007 are summarised below. Contractual exchange rate Foreign currency
US dollar
Bought amount
Sold amount
(Million)
(Million)
95.0
47.2
143
Bought
Sold
(Baht per 1 foreign currency unit) 34.5250 - 34.7350
33.7048 - 34.1863
29.2 Fair values of financial instruments 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. The Company and its subsidiaries establish the fair value of their financial instruments by adopting the following methods and assumptions: a) For financial assets and liabilities which have short-term maturities, including cash and cash at banks, accounts and notes receivable, amounts due from and advances paid to related parties, bank overdrafts, short-term loans from financial institutions, accounts payable and amounts due to and advances received from related parties, the carrying amounts at the balance sheet date are considered to be a reasonable approximation of their fair value. b) For non-marketable equity securities, fair value is estimated based on the net asset value of the security. c) For debentures and long-term loans carrying interest at rate that approximate the market rate, the carrying amount in the balance sheet approximates their fair value. d) For liabilities under financial lease and hire purchase agreements, fair value is estimated by discounting expected future cash flows by the current market interest rate for liabilities with similar terms and conditions. e) For derivatives, fair value is the latest market price of financial derivatives with the same characteristics, conditions, and maturity date, as quoted by reliable financial institutions. As at 31 December 2007, the fair value of significant financial instruments are estimated to be close to the carrying amounts in the balance sheet, except for other long-term investments which have a carrying amount of Baht 1,610.0 and a fair value of Baht 1662.8 million, and forward exchange contracts (bought) with a notional amount of Baht 3,292.5 million and a fair value of Baht 3,197.7 million.
30.
ADJUSTMENT IN CONSOLIDATED FINANCIAL STATEMENTS In 2006, the Company adjusted the subsidiary’s statutory reserve for the year ended 31 December 2005 against the unappropriated
retained earnings in the consolidated financial statements. The effect of the adjustment was to decrease the statutory reserve in the consolidated financial statements as at 1 January 2006 by Baht 6.9 million and increase unappropriated retained earnings in the consolidated financial statements by the same amount. The adjustment has been presented under the heading of “Adjustment transaction relating to the statutory reserve” in the consolidated statement of changes in shareholders’ equity for the year ended 31 December 2006.
31.
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 shareholder’s 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.
32.
APPROVAL OF FINANCIAL STATEMENTS These financial statements were authorised for issue by the Company’s authorised directors on 26 February 2008.
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Sahaviriya Steel Industries Public Company Limited Head Office : 2nd - 3rd Floor, Prapawit Building, 28/1 Surasak Road, Silom, Bangrak, Bangkok 10500 Tel. 0-2238-3063-82 Fax 0-2236-8890, 0-2236-8892 Plant Office : 9 Moo 7, Ban Klang Na - Yai Ploy Road, Mae Rumphueng, Bang Saphan, Prachuap Khiri Khan 77140 Tel. 0-3269-1403-5, 0-3269-1412-5, 0-3269-1419-20 Fax 0-3269-1421 www.ssi-steel.com