3
Investor Information
Message from the Chairman
Financial Highlights
26 42
Board of Directors
44
Shareholding Structure
Executive Committee & Management Committee
30
46
Report of the Board of Directors
Profile of Directors & Key Management
Organization Structure 60
Product Portfolio
Operating and Financial Review
100
Our people Our performance
101
Credit Rating Announcement
102 Awards Corporate Governance Report
Corporate Social Responsibility (CSR) Report
117
PR Talk
120
Audit Committee Report
Financial Statements
221 223
Accounting Manual Policy
Announcements to SGX 2008
207
121
Interested Persons Transactions Report
221
224
Audit Report of Certified Public Accountant
SAP System
General Corporate Information
Annual Report 2008
2
IN N VES S TOR IN NFORM M AT ION Thai Beverage is listed on the Singapore Exchange (SGX-ST) main board. SGX Ticker Reuters Bloomberg Google Finance
THBEV tbev.si thbev sp SIN:Y92
IPO date IPO offer price Fiscal year ends External Auditor Dividend Policy
30 May 2006 S$ 0.28 December 31 KPMG Phoomchai Audit Ltd. not less than 50% of net profit after deducting all appropriated reserves and investments
Thaibev’s stock performance Share price* CdiZ/ HI> VcY H:I ^cYZm VgZ gZWVhZY ^c dgYZg id XdbeVgZ l^i] I=V^7Vk¼h eg^XZ#
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*data from January 2, 2008 to December 31, 2008
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2008 High S$ 0.28 2008 Low S$ 0.185
Investor Relations Contact
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Investor Relations Department %#&*
Thai Beverage PLC. 14 Vibhavadi Rangsit Rd., Chomphon Chatuchak, Bangkok 10900 THAILAND
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Mr. Richard W. Jones Tel: +662 127 5035 (DIR) +662 127 5555 ext. 5035 Fax: +662 272 2280 E-mail: richard.j@thaibev.com
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Namfon Aungsutornrungsi Tel: +662 127 5037 E-mail: namfon.a@thaibev.com
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Ariya Silakorn
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Thai Beverage Public Company Limited
3
FINANCIAL HIGHLIGHTS 6CCJ6A G:EDGI '%%I]V^ 7ZkZgV\Z EjWa^X 8dbeVcn A^b^iZY
Restated*
2008
2007
Revenue from sales
105,257
105,108
Total revenues
Income Statement ( Mil.Baht ) 106,226
105,497
Cost of sales
76,556
73,824
Gross profit
28,701
31,283
Operating profit
14,617
16,472
EBIT
15,586
16,862
Net profit
10,606
10,943
Depreciation and amortisation EBITDA
5,022
5,267
20,608
22,129
Balance Sheet ( Mil.Baht ) Current assets
34,938
34,369
Non-current assets
45,117
48,037
Total assets
80,055
82,406
Current liabilities
22,721
19,751
Non-current liabilities Total liabilities
3,337
5,560
26,058
25,311
Shareholders' equity
53,997
57,095
Total liabilities and shareholders' equity
80,055
82,406
Liquidity Ratio Current Ratio
times
1.54
1.74
Quick Ratio
times
0.23
0.31
Average Collection Period
days
6.02
6.33
Average Inventory Period
days
138.28
140.38
Average Payable Period
days
14.37
12.90
Cash Cycle
days
129.93
133.81
Annual Report 2008
4
Restated *
2008
2007
%
27.27
29.76
EBITDA Margin
%
19.58
21.05
EBIT Margin
%
14.81
16.04
Profitability Ratio Gross Profit Margin
Operating Cash Flows to Operating Profit Ratio
%
97.09
104.10
Net Profit Margin
%
10.08
10.41
Return on Equity
%
19.09
19.64
%
13.06
12.84
Efficiency Ratios Return on Assets Return on Fixed Assets
%
25.19
22.85
times
1.30
1.23
Debt to Equity Ratio
times
0.48
0.44
Interest Bearing Debt to Equity Ratio
times
0.32
0.28
Total Assets Turnover
Leverage Ratios
Interest Bearing Debt to EBITDA Ratio
times
0.84
0.73
Interest Coverage Ratio
times
30.62
21.07
%
73.17
70.13 **
Dividend Payout Ratio
*
Restated due to the acquisition of Oishi Group Public Company Limited on September 30, 2008. Consolidated financial statements have been prepared on the basis of a business combination involving entities and businesses under common control which accounted for in a manner similar to a pooling of interests.
**
Same figures per previous report
Thai Beverage Public Company Limited
5
Sales of Baht 105.3 billion in 2008 6% Cdc 6aXd]da^X
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105.3
105.1
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2008
Annual Report 2008
2007
6
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Others
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296
2008
Chang
Chang
615
661
2007 Thai Beverage Public Company Limited
7
Annual Report 2008
8
MES S SAGE E F RO OM T HE CH H AIIR MA AN
Dear Shareholders, I feel many of you may be heartened by our end of year results and that ThaiBev has proven itself a solid and safe investment in these troubled times. Despite being buffeted by events beyond our control, our results have been relatively stable. By these events I am of course referring to domestic politics and the economy. We have consistently informed investors that this company is not usually directly affected by politics, but rather the economic or commercial effects of political actions. In the latter half of 2008, those effects were to take their toll on much of Thai industry including ThaiBev.
In 2008, Thailand suffered continuous political upheavals, with several actions taken by protestors leading to a loss of sentiment and a rapid downturn in the economy. The sudden and dramatic fall in tourist arrivals will likely affect beer sales for instance as beer is mostly sold on-premise: in hotels, restaurants, bars and nightclubs. Our white spirits sales are mostly off-premise-that is for home consumption-and provide us a continued source of profitability. Brown spirits continued to rise due largely to consumers trading down from imported brown spirits, but also due to the strong brand image of many of our key products. ThaiBev commenced listing procedures in Thailand last year after an invitation from the Stock Exchange of Thailand. With no capital requirements of our own, we wanted to assist the market and provide ordinary Thais with the option of investing in a well-managed, solid Thai company. Faced with opposition to the listing, we eventually decided that we would suspend the process for now. While our spirits market share is particularly resilient, our beer market share faces continued and intense competition. We want to protect our market share by being more market driven. Thus, we have worked closer with our agents and sub-agents to ensure that we have a fair and systematic process that benefits both sides.
Thai Beverage Public Company Limited
9
ThaiBev is Thailand’s largest alcoholic beverage producer. In Asia, we are, at the time of writing, roughly eighth1 largest by market capitalization, sixth by revenue and fourth in terms of net income. Shareholders who have followed the Company closely will already be aware that it is a core strategy to expand abroad and grow our position in the industry. While the economic situation is in decline, it is prudent to hold back for a while, though we are continuing to study potential acquisitions. We are looking for businesses that offer synergy with the main business, particularly in terms of distribution of the ThaiBev portfolio. However, we will take our time until we are satisfied potential acquisitions will contribute to the whole business. I have always viewed ThaiBev as a conservative venture. While we have taken considered risks on occasion, I believe that our business has thrived because we plan for the long term. Part of this planning has to include risk management. In 2007, we introduced a new strategy to include non-alcoholic drinks in the portfolio as we felt that we could diversify some risk from being solely in the alcohol industry. Naturally, we are aware of the risk of further increases in excise taxes. This is a sensitive issue where the government needs to balance revenue against the health concerns of the public. For our part, ThaiBev is very active with campaigns to encourage responsible drinking and we are demonstrably against driving whilst drunk. It is a strategic imperative that we minimize the role of alcohol in serious social problems and therefore we work actively to encourage people to play sports, take up arts and implement many other social activities that aid the wellbeing of all people. We, as a company, are integrated at so many levels with the community via our staff that we view them as inseparable. In most cases, and especially outside of Bangkok, our staff lives in the vicinity of our facilities and within the local community.
1
Annual Report 2008
Source: Reuters figures for publicly-traded companies. We compared based on US dollar equivalents.
10
We are one of Thailand’s major employers, with approximately 22,000 people under direct employment and thousands more who supply us with the agricultural products and other services that our business depends on. One of our goals is therefore to create and sustain jobs during this critical period. We therefore take a very strategic approach to our staff and the surrounding community, providing health care and sports facilities and encouraging staff to play a more active role in the community. Having such generous staff is a boon to us, and thus their health and safety are paramount. At our regional breweries and distilleries, we employ strict safety and environmental controls. It is this close-knit community of staff and local people that gives ThaiBev a strength that is a key to our success. Our ability to attract passionate and capable management has given us a competitive advantage not only in terms of refreshing our energy but in providing new ideas and innovative thinking. One such idea has been premiumisation, and this has led to new brands with better margins as well as increased profitability from refreshing older brands like Hong Thong in Thailand and Chang and Mekhong in export markets. Our comprehensive distribution network in Thailand has been enhanced by the synergy gained from the Inver House Distillers distribution network abroad and we continue to develop the logistics component of our business to facilitate the expansion of our portfolio. Over the past few years we have been asked why we don’t build the company through debt. At this time in history I am grateful for the wisdom of our financial management team for their conservative fiscal policies. Elsewhere in this annual report you will see the financial data that will help you understand the Company in more detail. I would just bring your attention to the highlights including the consolidated sales revenue, which has remained relatively flat over the previous year, while our net profit dipped slightly by 3.1%, which under the current economic climate may be considered better than expected. The Board has proposed a dividend of 73% of net profit, which will continue to make our company an attractive investment for the present.
Charoen Sirivadhanabhakdi C ha ir m a n o f th e B o a rd
Thai Beverage Public Company Limited
11
INNOVATION SUCCESS PROFESSIONALISM
INTEGRITY TRUSTWORTHINESS
RESPONSIBILITY
Annual Report 2008
12
We’re proud to be part of The Spirit of Thailand. ThaiBev remains one of Thailand’s leading manufacturers and a keystone to the Thai economy. In 2008, we paid more than Baht 60,000 million in taxes and donated more than Baht 300 million. As a representative of Thailand abroad, we support charitable causes in Singapore also. ThaiBev also garnered recognition from abroad regarding the quality of Thai products, with awards and gold medals throughout the year hailing the fine production values we hold dear. As our shareholder, you can feel proud that we are one of the most stable stocks on the Singapore Exchange and indeed on any exchange in Asia. As a solid, stable, long-term investment, ThaiBev represents The Spirit of Thailand
Mr. Thapana Sirivadhanabhakdi President and CEO
Thai Beverage Public Company Limited
13
Annual Report 2008
14
SUCCESS “ We can achieve success if we get the basics right. But first, we have to get the right basics.” Bg# I]VeVcV H^g^kVY]VcVW]V`Y^! EgZh^YZci VcY 8:D
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Thai Beverage Public Company Limited
15
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Annual Report 2008
16
PROFESSIONALISM “ We have 17 European-trained Master Brewers working at ThaiBev - more than any other brewer in Thailand - because our philosophy is ‘Don’t compromise on quality ’, and this includes the quality of our human resources.” 9g# E^hVcj K^X]^ZchVci]! HZc^dg K^XZ EgZh^YZci [dg DeZgVi^dch VcY I]V^7Zk¼h 8]^Z[ 7gZlbZ^hiZg
Thai Beverage Public Company Limited
17
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Annual Report 2008
18
INNOVATION “ We created the Thai Spirits category as Mekhong is a unique blend of alcohol made from molasses, herbs and spices. It truly is the Spirit of Thailand! ” Bg# ?d]c AZccdc! EgZh^YZci d[ >ciZgcVi^dcVa 7ZkZgV\Z =daY^c\h A^b^iZY JH6! >cX#
Thai Beverage Public Company Limited
19
Annual Report 2008
20
RESPONSIBILITY “ We have a duty to give back to society, and a responsibility to assist others less fortunate than ourselves. But we also give because we enjoy giving.” Bg# EVja 8]ddc\! K^XZ EgZh^YZci [dg :miZgcVa 6[[V^gh
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Thai Beverage Public Company Limited
21
INTEGRITY “ Our objective is to offer our dealers and customers the best quality service possible. That is why I ensure that all my sales staff spends time visiting each and every one of our dealers and sub-dealers monthly to listen to them and act on their needs.” Bg# JZnX]V^ IVci]V"DW]Vh! HZc^dg K^XZ EgZh^YZci [dg HVaZh
Annual Report 2008
22
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Thai Beverage Public Company Limited
23
Annual Report 2008
24
TRUSTWORTHINESS “Our relationship with our stakeholders is based on trust and transparency. All our stakeholders appreciate that our ratings from TRIS, Moody’s and Standard and Poor’s are a reflection of the Company’s stability, and our three consecutive IR Magazine awards, 2006-2008, reflect stakeholder acknowledgement of the transparency with which we run the Company.” Bg# H^i]^X]V^ 8]V^`g^Vc\`gV^! HZc^dg K^XZ EgZh^YZci [dg ;^cVcXZ VcY 6XXdjci^c\
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Thai Beverage Public Company Limited
25
SHA A REHO OLDIN NG STRUCTT URE Annual Report 2008 Thai Beverage Public Company Limited
Thai Beverage Public Company Limited Authorized share capital of Baht 29,000,000,000 with paid-up capital of Baht 25,110,025,000 consisting of 25,110,025,000 issued common shares, with the par value of Baht 1 each.
V
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Trademark Group
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Annual Report 2008
26
100% W
Distillery Group 3
Distillery Group 1
Distillery Group 2
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Thai Beverage Public Company Limited
27
SHA A REH HOLDIN NG S TRUC C TU UR E Annual Report 2008 Thai Beverage Public Company Limited
Thai Beverage Public Company Limited - 100% I]V^ XdbeVcn a^hiZY ^c H^c\VedgZ HidX` :mX]Vc\Z
International Beverage Holdings Limited ***
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I]Z @cdX`Y]j 9^hi^aaZgn
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Annual Report 2008
28
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Thai Beverage Public Company Limited
29
R E P OR T OF T HE B OA R D OF DIR R EC T OR S Breakdown in Shares and Types of Share
Comp p any / Location
Type of Business
Type of Share
No. of Shares Held Sha a res Issued d
(Direct/Indirect)
% of Shareholding
Paiid-- Up Capital (Baht)
1.
Beer Thai (1991) Public Company Limited 15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok 10900
Beer, Drink & Soda Production
Common
5,550,000,000.00
555,000,000
554,999,985
100.00%
2.
Beer Thip Brewery (1991) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok 10900
Beer, Drink & Soda Production
Common
6,600,000,000.00
660,000,000
659,999,940
100.00%
Spirits distillery
Common
7,500,000,000.00
750,000,000
749,999,994
100.00%
Spirits distillery
Common
900,000,000.00
90,000,000
89,999,994
100.00%
Spirits distillery
Common
700,000,000.00
70,000,000
69,999,994
100.00%
6. Thanapakdi Co., Ltd. 315 Moo 4, Tambon Mae Faek, Amphoe San Sai, Chiang Mai 50290
Spirits distillery
Common
700,000,000.00
70,000,000
69,999,994
100.00%
7.
Kanchanasingkorn Co., Ltd. 14 Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok 10900
Spirits distillery
Common
700,000,000.00
70,000,000
69,999,994
100.00%
8. Sura Bangyikhan Co., Ltd. 82 Moo 3, Tambon Bang Khoo Wat, Amphoe Muang, Pathum Thani 12000
Spirits distillery
Common
4,000,000,000.00
400,000,000
399,999,994
100.00%
9. Athimart Co., Ltd. 170 Moo 11, Tambon Nikhom, Amphoe Satuek, Buri Ram 31150
Spirits distillery
Common
900,000,000.00
90,000,000
89,999,994
100.00%
10 S.S. Karnsura Co., Ltd. 101 Moo 8 , Tambon Kaeng Dom,
Spirits distillery
Common
800,000,000.00
80,000,000
79,999,994
100.00%
Spirits distillery
Common
800,000,000.00
80,000,000
79,999,994
100.00%
Spirits distillery
Common
700,000,000.00
70,000,000
69,999,994
100.00%
3. Sangsom Co., Ltd. 14 Vibhavadi Rangsit Road,
Remark
Chomphon Sub-District, Chatuchak District, Bangkok 10900 4. Fuengfuanant Co., Ltd. 333 Moo 1, Tambon Tha Toom,
Amphoe Si Maha Phot, Prachin Buri 25140 5. Mongkolsamai Co., Ltd. 14 Vibhavadi Rangsit Road,
Chomphon Sub-District, Chatuchak District, Bangkok 10900
King Amphoe Sawang Wirawong, Ubon Ratchathani 34190 11. Kankwan Co., Ltd. 14 Vibhavadi Rangsit Road,
Chomphon Sub-District, Chatuchak District, Bangkok 10900 12. Theparunothai Co., Ltd. 99 Moo 4, Tambon Hat Kham, Amphoe Muang, Nong Khai 43000
Annual Report 2008
30
Com mpany / Location 13. Red Bull Distillery (1988) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,
Type of Business
Type of Share
No. of Shares Helld Shares Issued d
(Direct/Indire ect)
% of Shareholding
Pa aid-Up Capital (Baht)
Spirits distillery
Common
5,000,000,000.00
500,000,000
499,999,940
100.00%
Spirits distillery
Common
1,800,000,000.00
180,000,000
179,999,994
100.00%
Spirits distillery
Common
900,000,000.00
90,000,000
89,999,994
100.00%
Spirits distillery
Common
800,000,000.00
80,000,000
79,999,994
100.00%
17. Luckchai Liquor Trading Co., Ltd. 46 Moo 1, Tambon Nong Klang Na, Amphoe Muang, Ratchaburi 70000
Spirits distillery
Common
800,000,000.00
80,000,000
79,999,994
100.00%
18. Sura Piset Thipharat Co., Ltd. 14, Sangsom Building, Soi Yasoob 1,
Spirits distillery
Common
500,000,000.00
5,000,000
4,999,994
100.00%
Beer distributor
Common
10,000,000.00
1,000,000
999,994
100.00%
Beer distributor
Common
10,000,000.00
1,000,000
999,994
100.00%
Beer distributor
Common
10,000,000.00
1,000,000
999,994
100.00%
Beer distributor
Common
10,000,000.00
1,000,000
999,994
100.00%
Beer distributor
Common
10,000,000.00
1,000,000
999,994
100.00%
Remark
Chomphon Sub-District, Chatuchak District, Bangkok 10900 14. United Winery and Distillery Co., Ltd. 14 Sangsom Building, Soi Yasoob 1,
Vibhavadi Rangsit Road, Chompon Sub-District, Chatuchak District, Bangkok 10900 15. Simathurakij Co., Ltd. 1 Moo 6, Tambon Ban Daen,
Amphoe Banphot Phisai, Nakhon Sawan 60180 16. Nateechai Co., Ltd. 14 Vibhavadi Rangsit Road,
Chomphon Sub-District, Chatuchak District, Bangkok 10900
Vibhavadi Rangsit Road, Chompon Sub-District, Chatuchak District, Bangkok 10900 19. Pomthip Co., Ltd. 2194 Charoen Krung Road,
Wat Phraya Krai Sub-District, Bang Kho Laem District, Bangkok 10120 20. Pomkit Co., Ltd. 48 ,50,52 Suranaree Road,
Tambon Nai Muang , Amphoe Muang, Nakhon Ratchasima 30000 21. Pomklung Co., Ltd. 80 /13 -14 Ekathosarot Road,
Tambon Nai Muang, Amphoe Muang, Phitsanulok 65000 22. Pomchok Co., Ltd. 16/1 Moo 1, U Thong Road,
Tambon Tha Wasukri, Amphoe Muang, Ayutthaya 13000 23. Pomcharoen Co., Ltd. 135/3 Moo 4, Kanchanavithi Road,
Tambon Bang Kung, Amphoe Muang, Surat Thani 84000
Thai Beverage Public Company Limited
31
Comp p any / Location 24. Pomburapa Co., Ltd. 51/42 Moo 3, Sukhumvit Road,
Type of Business
Type of Share
No. of Shares Held
Paiid-- Up Capital ( ht) (Ba
Sha a res Issued d
(Direct/Indirect)
% of Shareholding
Remark
Beer distributor
Common
10,000,000.00
1,000,000
999,994
100.00%
Spirits distributor
Common
10,000,000.00
1,000,000
999,994
100.00%
Spirits distributor
Common
10,000,000.00
1,000,000
999,994
100.00%
27. Num Palang Co., Ltd. 80/13 -14 Ekathosarot Road, Tambon Nai Muang, Amphoe Muang, Phitsanulok 65000
Spirits distributor
Common
10,000,000.00
1,000,000
999,994
100.00%
28. Num Muang Co., Ltd. 16/2 Moo 1, U Thong Road, Tambon Tha Wasukri, Amphoe Muang, Ayutthaya 13000
Spirits distributor
Common
10,000,000.00
1,000,000
999,994
100.00%
29. Num Nakorn Co., Ltd. 149/3 Chulachomklao Road, Tambon Tha Kham, Amphoe Phun Phin, Surat Thani 84130
Spirits distributor
Common
10,000,000.00
1,000,000
999,994
100.00%
30. Num Thurakij Co., Ltd. 51/40 - 41 Moo 3, Sukhumvit Road,
Spirits distributor
Common
10,000,000.00
1,000,000
999,994
100.00%
Beer and spirits agency
Common
1,000,000.00
100,000
99,994
100.00%
Beer and spirits agency
Common
5,000,000.00
500,000
499,994
100.00%
Spirits agency
Common
1,200,000.00
120,000
119,940
100.00%
Spirits agency
Common
5,000,000.00
500,000
499,994
100.00%
Spirits agency
Common
5,000,000.00
500,000
499,994
100.00%
Trading of fertilizer
Common
860,000,000.00
8 ,600,000
8 ,599,994
100.00%
(1)
Production and distribution of energy drink
Common
200,000,000.00
20,000,000
19,999,940
100.00%
(2)
Tambon Ban Suan, Amphoe Muang, Chon Buri 20000 25. Num Yuk Co., Ltd. 95/390 - 391 Trok Nokkhet, Rama III Road,
Chong Nonsi Sub-District, Yannawa District, Bangkok 10120 26. Num Kijjakarn Co., Ltd. 1,3,5 Trok Wat Muang, Suranaree Road,
Tambon Nai Muang, Amphoe Muang, Nakhon Ratchasima 30000
Tambon Ban Suan, Amphoe Muang, Chon Buri 20000 31. Thipchalothorn Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,
Chompon Sub-District, Chatuchak District, Bangkok 10900 32. Krittayabun Co., Ltd. 14 Vibhavadi Rangsit Road,
Chompon Sub-District, Chatuchak District, Bangkok 10900 33. Surathip Co., Ltd. 14 Vibhavadi Rangsit Road,
Chompon Sub-District, Chatuchak District, Bangkok 10900 34. Sunthornpirom Co., Ltd. 14 Vibhavadi Rangsit Road,
Chompon Sub-District, Chatuchak District, Bangkok 10900 35. Piromsurang Co., Ltd. 14 Vibhavadi Rangsit Road,
Chompon Sub-District, Chatuchak District, Bangkok 10900 36. Thai Beverage Energy Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,
Chompon Sub-District, Chatuchak District, Bangkok 10900 (Registered the change of company’s name from Bionic Humas Co., Ltd. on October 17, 2008.)
37. Wrangyer Beverage (2008) Co., Ltd. 14 Vibhavadi Rangsit Road,
Chompon Sub-District, Chatuchak District, Bangkok 10900 (Registered the change of company’s name from Maharas Agri Co., Ltd.” on February 19, 2008.)
Annual Report 2008
32
Com mpany / Location 38. Thai Molasses Co., Ltd. 14 Vibhavadi Rangsit Road,
Type of Business
Type of Share
No. of Shares Helld
Pa aid-Up Capital (Baht)
Shares Issued d
(Direct/Indire ect)
% of Shareholding
Trading of molasses
Common
40,000,000.00
40,000
39,889
99.72%
Trading of feeds
Common
1,000,000.00
10,000
9,994
100.00%
Trading of supplies and procurement
Common
1,000,000.00
10,000
9,994
100.00%
Brick producer
Common
121,800,000.00
1,218 ,000
1,217,994
100.00%
Oak barrel producer
Common
300,000,000.00
30,000,000
29,999,940
100.00%
Trading of bottles
Common
123,000,000.00
1,230,000
1,229,994
100.00%
Transportation
Common
1,012,000,000.00
101,200,000
101,199,940
100.00%
Import and export spirits for trading/ international marketing
Common
300,000,000.00
30,000,000
29,999,940
100.00%
Construction
Common
20,000,000.00
20,000
19,994
100.00%
Advertising agency
Common
25,000,000.00
2,500,000
2,499,994
100.00%
Holding company
Common
HKD 1,490,000,000.00
1,490,000,000 1,490,000,000
100.00%
Beer, Drink & Soda Production
Common
1,666,666,500.00
166,666,650
166,666,590
100.00%
Trademark holding
Common
5,000,000.00
50,000
49,940
100.00%
Remark
Chompon Sub-District, Chatuchak District, Bangkok 10900 39. Feed Addition Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,
Chompon Sub-District, Chatuchak District, Bangkok 10900 (Registered the change of company’s English name from Additive Food Co., Ltd. to Feed Addition Co., Ltd. on October 1, 2008.)
40. Pan International (Thailand) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,
Chompon Sub-District, Chatuchak District, Bangkok 10900 41. Charun Business 52 Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,
Chompon Sub-District, Chatuchak District, Bangkok 10900 42. Thai Cooperage Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,
Chompon Sub-District, Chatuchak District, Bangkok 10900 43. Thai Beverage Recycle Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,
Chompon Sub-District, Chatuchak District, Bangkok 10900 (Registered the change of company’s name from Bang-na Logistics Co., Ltd. on October 1, 2008.)
44. Thai Beverage Logistics Co., Ltd. 14, Vibhavadi Rangsit Road,
(3)
Chompon Sub-District, Chatuchak District, Bangkok 10900 45. Thai Beverage Marketing Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,
Chompon Sub-District, Chatuchak District, Bangkok 10900 46. Dhanasindhi Co., Ltd. 949/6 - 8 Nakhon Chaisi Road,
Tanon Nakhon Chaisi Sub-District, Dusit District, Bangkok 10300 47. Dhospaak Co., Ltd. 195 Empire Tower, 25th Floor,
South Sathon Road, Yannawa Sub-District, Sathon District, Bangkok 10120 48. International Beverage Holdings Limited Room 901-2, Silvercord Tower 1, 30 Canton Road, Tsim Sha Tsui, Kowloon,
(4)
Hong Kong 49. Cosmos Brewery (Thailand) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,
Chompon Sub-District, Chatuchak District, Bangkok 10900 50. Thai Beverage Brands Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road, Chompon Sub-District, Chatuchak District, Bangkok 10900 (Registered the change of company’s name from T.C.C. Cosmo Corporation Limited on March 25, 2008.)
Thai Beverage Public Company Limited
33
Comp p any / Location 51. Beer Chang Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,
Chompon Sub-District, Chatuchak District, Bangkok 10900 52. Archa Beer Co., Ltd. 14, Vibhavadi Rangsit Road,
Chompon Sub-District, Chatuchak District, Bangkok 10900 53. Sura Piset Pattharalanna Co., Ltd. 14 Sangsom Building, Soi Yasoob 1,
Type of Business
Type of Share
No. of Shares Held
Pa aid d-Up Capital (Baht)
Sh hares Issue ed
(Direct/Indirect)
% of Shareholding
Remark k
Trademark holding and production of concentrate materials
Common
1,000,000.00
10,000
9,940
100.00%
Trademark holding and production of concentrate materials
Common
1,000,000.00
100,000
99,940
100.00%
Holding company
Common
600,000,000.00
6,000,000
5,999,994
100.00%
Production and distribution of water
Common
60,000,000.00
600,000
599,993
100.00%
(5)
Japanese restaurant business and production and distribution of food and beverage
Common
375,000,000.00
187,500,000
168 ,610,199
89.93%
(6)
Trading of spirits
Common
17,500,000.00
17,500
17,483
99.90%
(7)
Production and distribution of spirits
Common
100,000,000.00
1,000,000
1,000,000
100.00%
Production and distribution of spirits
Common
100,000,000.00
1,000,000
1,000,000
100.00%
Import of oak woods
Common
3,810,000.00
38 ,100
38 ,100
100.00%
Production and distribution of vinegar
Common
2,000,000.00
20,000
20,000
100.00%
Environmental public relations
Common
5,000,000.00
500,000
500,000
100.00%
Trading of alcoholic beverages
Common
SGD 3,000,000.00
3,000,000
3,000,000
100.00%
Trading of alcoholic beverages
Common
USD 200,000.00
1,000
1,000
100.00%
Vibhavadi Rangsit Road, Chompon Sub-District, Chatuchak District, Bangkok 10900 54. Thai Drinks Co., Ltd. 14, Sangsom Building,
Vibhavadi Rangsit Road, Chompon Sub-District, Chatuchak District, Bangkok 10900 (Registered the incorporation on July 15, 2008.)
55. Oishi Group Public Company Limited 9 UM Tower Building, 20 th Floor,
Ramkhamhaeng Road, Suanluang Sub-District, Suanluang District, Bangkok 10250 56. Thai Thum Distillery Co., Ltd.* 14 Vibhavadi Rangsit Road,
Chompon Sub-District, Chatuchak District, Bangkok 10900 57. Sura Piset Sahasan Co., Ltd.* 14 Sangsom Building, Soi Yasoob 1,
Vibhavadi Rangsit Road, Chompon Sub-District, Chatuchak District, Bangkok 10900 58. Sura Piset Samphan Co., Ltd.* 14 Sangsom Building, Soi Yasoob 1,
Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok 10900 59. Muangkij Co., Ltd.* 9 Dao Khanong-Chom Thong Road,
Bang Kho Sub-District, Chom Thong District, Bangkok 10150 60. Pan Alcohol Co., Ltd.* 15 Moo 14, Vibhavadi Rangsit Road,
Chompon Sub-District, Chatuchak District, Bangkok 10900 61. Vidhayathan Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road,
(8)
Chompon Sub-District, Chatuchak District, Bangkok 10900 62. InterBev (Singapore) Limited No.138 Cecil Street # 05 - 02 Cecil Court,
Singapore 63. InterBev (Cambodia) Co., Ltd. No.35, Street 322, Sangkat Boeung Keng Kang 1,
Khan Chamkamon, Phnom Penh, Cambodia
Annual Report 2008
34
Com mpany / Location 64. InterBev Malaysia Sdn. Bhd. No 9 -1, Jalan USJ 1/1B,
Type of Business
Type of Share
No. of Shares Helld
Pa aid-Up Capital (Baht)
Shares Issued d
(Direct/Indire ect)
% of Shareholding
Remark
Trading of alcoholic beverages
Common
MYR 100,000.00
100,000
100,000
100.00%
Trading of alcoholic beverages
Common
USD 1.00
1,000
1,000
100.00%
Trading of alcoholic beverages
Common
HKD 15,300,000.00
15,300,000
15,300,000
100.00%
67. International Beverage Holdings (UK) Limited Moffat Distillery, Airdrie, ML6 8 PL, Scotland
Holding company
Common
£ 68,500,000.00
68 ,500,000
68 ,500,000
100.00%
68. United Products Company Limited 56 Sukhapibal Road, Tambon Nokornchaisri, Amphoe Nokornchaisri, Nakornpathom 73120
Production and distribution of spirits
Common
350,000,000.00
3,500,000
3,429,219
97.98%
69. SPM Foods and Beverages Company Limited 79 Moo 3, Tambon Lamlukbua, Amphoe Dontoom, Nakornpathom 73150
Production and distribution of water and energy drinks, and spirits agency
Common
606,250,000.00
60,625,000
60,520,000
99.83%
(10)
70. Oishi Trading Co., Ltd. 9 Ramkhamhaeng Road,
Production and distribution of food and beverage
Common
420,000,000.00
4,200,000
3,776,869
89.93%
(11)
Japanese ramen restaurants
Common
158 ,000,000.00
1,580,000
1,420,822
89.93%
(12)
Holding company
Common
£ 9,009,407.00
900,940,700
900,940,700
100.00%
73. Inver House Distillers Limited Moffat Distillery, Airdrie ML6 8 PL, Scotland
Production and distribution of spirits
Common
£10,000,000.00
10,000,000
10,000,000
100.00%
74. Blairmhor Distillers Limited* Moffat Distillery, Airdrie, ML6 8 PL, Scotland
Dormant
Common
£200.00
2,000
2,000
100.00%
75. Wee Beastie Limited*
Dormant
Common
£100.00
100
100
100.00%
76. Speyburn-Glenlivet Distillery Company Limited* Moffat Distillery, Airdrie ML6 8 PL, Scotland
Dormant
Common
£100.00
100
100
100.00%
77. The Knockdhu Distillery Company Limited* Moffat Distillery, Airdrie ML6 8 PL, Scotland
Dormant
Common
£100.00
100
100
100.00%
78. The Pulteney Distillery Company Limited* Moffat Distillery, Airdrie ML6 8 PL, Scotland
Dormant
Common
£2.00
2
2
100.00%
79. The Balblair Distillery Company Limited* Moffat Distillery, Airdrie ML6 8 PL, Scotland
Dormant
Common
£2.00
2
2
100.00%
80. R Carmichael & Sons Limited* Moffat Distillery, Airdrie, ML6 8 PL, Scotland
Dormant
Common
£30,000.00
30,000
30,000
100.00%
81. J MacArthur Jr & Company Limited* Moffat Distillery, Airdrie, ML6 8 PL, Scotland
Dormant
Common
£100.00
100
100
100.00%
Regalia Business Centre, 47620 Subang Jaya,
Selangor, Malaysia 65. International Beverage Holdings
Limited USA Inc. 60 East 42nd Street, Suite 2134, New York, NY 66. Best Spirits Company Limited Room 901-2, Silvercord Tower 1, 30 Canton Road, Tsim Sha Tsui,
(9)
Kowloon, Hong Kong
Suanluang Sub-District, Suanluang District, Bangkok,10250 71. Oishi Ramen Co., Ltd. 444, 1st Floor, Room 1 A 08 - 09,
Phayathai Road, Wang Mai Sub-District, Pathumwan District, Bangkok 10330 72. Blairmhor Limited*
Moffat Distillery, Airdrie ML6 8 PL, Scotland
Moffat Distillery, Airdrie, ML6 8 PL, Scotland
Thai Beverage Public Company Limited
35
Comp p any / Location
Type of Business
Type of Share
No. of Shares Held
Paiid-- Up Capital ( ht) (Ba
Sha a res Issued d
(Direct/Indirect)
% of Shareholding
82. Mason & Summers Limited* 10 Foster Lane, London, EC2V 6HH, England
Dormant
Common
£10,030.00
10,030
10,030
100.00%
83. Hankey Bannister & Company Limited* Moffat Distillery, Airdrie, ML6 8 PL, Scotland
Dormant
Common
£100.00
100
100
100.00%
84. James Catto & Company Limited* Moffat Distillery, Airdrie ML6 8 PL, Scotland
Dormant
Common
£ 50,000.00
50,000
50,000
100.00%
85. Glen Calder Blenders Limited* Moffat Distillery, Airdrie, ML6 8 PL, Scotland
Dormant
Common
£100.00
100
100
100.00%
86. Moffat & Towers Limited*
Dormant
Common
£1.00
1
100
100.00%
Off licences
Common
£495,000.00
495,000
245,000
49.49%
Trading of alcohlic beverages
Common
PLN 700,000.00
700,000
308 ,000
44.00%
Dormant
Common
EUR 24,930.00
2,493
1,247
50.02%
Remark
Moffat Distillery, Airdrie ML6 8 PL, Scotland 87. Liquorland Limited 8 Westbank Road, Belfast, BT3 9JL,
Northern Ireland 88. Inver House Polska Limited ul. Obodrzyców 34 A/1, 81- 812 Sopot,
Poland 89. Inver House Distribution SA* Avenue des Tilleuls, 62140 Marconne,
France
Remarks: *These are currently non-trading. (1)
This company’s issued shares had not been fully paid. Currently, the company’s paid up capital is Baht 690 million.
(2)
On January 25, 2008. this company registered the increase of capital from Baht 2 million to Baht 200 million by issuing the newly issued shares of 19,800,000 shares, totalling 20,000,000 shares, with par value of Baht 10 each.
(3)
On February 28, 2009 this company registered the increase of capital from Baht 12 million to Baht 1,012 million by issuing the newly issued shares of 100,000,000 shares, totalling 101,200,000 shares, with par value of Baht 10 each. Currently, the company’s paid up capital is Baht 262 million.
(4)
On March 20, 2008 this Company registered the increase of capital from HKD 1,470 million to HKD 1,490 million by issuing the newly issued shares of 20,000,000 shares, with par value of HKD 1 each.
(5)
On December 11, 2008 this Company registered the increase of capital from Baht 1 million to Baht 60 million by issuing the newly issued shares of 590,000 shares, totalling 600,000 shares, with par value of Baht 100 each. At the end of 2008, the company paid up capital is Baht 30 million. Currently, the company’s paid up capital is fully made.
(6)
On September 30, 2008 the Company acquired 43.9% shares in this company and on November 18, 2008 the Company acquired additional 46.03% shares from making the tender offer of shares in this company, totalling 89.93%.
(7)
This company’s issued shares had not been fully paid. Currently, the company’s paid up capital is Baht 14 million.
(8)
This company’s issued shares had not been fully paid. Currently, the company’s paid up capital is Baht 2.5 million.
(9)
With the share premium of USD 2,599,999.00, in total paid-in capital of USD 2,600,000.00.
(10) On December 30, 2008 this company registered the increase of capital from Baht 6.25 million to Baht 606.25 million by issuing the newly issued shares of 60,000,000 shares, totalling 60,625,000 shares, with par value of Baht 10 each. (11) Derived from share acquisition of Oishi Group Public Company Limited on September 30, 2008 which holds 99.99% shares in this Company. (12) Derived from share acquisition of Oishi Group Public Company Limited on September 30, 2008 which holds 99.99% shares in this Company. Updates (as of March 11, 2009): (a)
On February 2, 2009 Sura Bangyikhan Co., Ltd. and other companies in Bangyikhan group acquired entire shares of Mekhong Distillery Limited. The registered capital of Mekhong Distillery Limited is Baht 500,000 consisting of 5,000 issued common shares. This company’s issued shares had not been fully made. Currently, the company’s paid up capital is Baht 125,000. Thai Beverage Public Company Limited indirectly holds 5,000 shares, representing 100%, in Mekhong Distillery Limited through the said subsidiaries. Currently, Mekhong Distillery Limited is dormant.
(b)
On February 2, 2009 Beer Chang Co., Ltd. and other companies in Beer Chang group acquired entire shares of Chang Beer International Co., Ltd. The registered capital of Chang Beer International Co., Ltd. is Baht 1,000,000 consisting of 100,000 issued common shares. Thai Beverage Public Company Limited indirectly holds 100,000 shares, representing 100%, in Chang Beer International Co., Ltd. through the said subsidiaries. Currently, Chang Beer International Co., Ltd. is dormant.
(c)
Chang Corp Co., Ltd. was incorporated on March 6, 2009. The registered capital of Chang Corp Co., Ltd. is Baht 100,000 consisting of 10,000 issued common shares. Thai Beverage Public Company Limited indirectly holds 9,996 shares, representing 99.96%, in Chang Corp Co., Ltd. through Thai Beverage Marketing Co., Ltd. Chang Corp’s issued shares had not been fully paid. Currently, its paid up capital is Baht 25,000.
(d)
Chang International Co., Ltd. was incorporated on March 6, 2009. The registered capital of Chang International Co., Ltd. is Baht 100,000 consisting of 10,000 issued common shares. Thai Beverage Public Company Limited indirectly holds 9,997 shares, representing 99.97%, in Chang International Co., Ltd. through Thai Beverage Marketing Co., Ltd. Chang International’s issued shares had not been fully paid. Currently, its paid up capital is Baht 25,000.
Annual Report 2008
36
LIST OF DIRECT AND DEEMED INTERESTS OF EACH DIRECTOR As at January 21, 2009
Name of directors(1)
Direct Interest es s
Number of Shares
Percenta a ge of Sharehollding din
1. Mr. Charoen Sirivadhanabhakdi
Thai Beverage Public Company Limited Good Show Holdings Limited (3) Risen Mark Enterprise Ltd. (4) Siriwana Co., Ltd. (5) Golden Capital (Singapore) Limited (6) MM Group Limited Maxtop Management Corp.(7)
3,156,500,000 319,999,997 25,000 -
12.57 50.00 50.00 -
2. Khunying Wanna Sirivadhanabhakdi
Thai Beverage Public Company Limited Good Show Holdings Limited (3) Risen Mark Enterprise Ltd. (4) Siriwana Co., Ltd. (5) Golden Capital (Singapore) Limited (6) MM Group Limited Maxtop Management Corp.(7)
3,156,500,000 319,999,997 25,000 -
3. Mr. Narong Srisa-an
Thai Beverage Public Company Limited
4. Mr. Komen Tantiwiwatthanaphan
Increase (decrease) during the accounting period (2)
Deemed d Interests
Numb er of N Shares Sha
Percenta ntage of Shareholding din
0
MM Group Limited MM Group Limited MM Group Limited MM Group Limited
5,000 50,000 10,000,000 50,000
100 100 100 100
12.57 50.00 50.00 -
0
MM Group Limited MM Group Limited MM Group Limited MM Group Limited
5,000 50,000 10,000,000 50,000
100 100 100 100
1
0.00
0
-
-
-
Thai Beverage Public Company Limited
34,068,668
0.14
0
-
-
-
5. Mr. Puchchong Chandhanakij
Thai Beverage Public Company Limited
1
0.00
0
-
-
-
6. Mr. Staporn Kavitanon
-
-
-
-
-
-
-
7. Prof. Kanung Luchai
-
-
-
-
-
-
-
8. Mr. Manu Leopairote
-
-
-
-
-
-
-
9. Mr. Ng Tat Pun
-
-
-
-
-
-
-
10. Mr. Michael Lau Hwai Keong
-
-
-
-
-
-
-
11. Prof. Pornchai Matangkasombut
-
-
-
-
-
-
-
12. Gen. Dr. Choo-Chat Kambhu Na Ayudhya
-
-
-
-
-
-
-
13. Mr. Sakthip Krairiksh
-
-
-
-
-
-
-
14. Mr. Vivat Tejapaibul
Thai Beverage Public Company Limited
241,541,500
0.96
(50,000,000)
Mr. Chompoonuch Tejapaibul(8)
-
-
15. Mr. Panote Sirivadhanabhakdi
Thai Beverage Public Company Limited
107,000,000
0.43
0
-
-
-
16. Mr. Thapana Sirivadhanabhakdi
Thai Beverage Public Company Limited
107,000,000
0.43
0
-
-
-
17. Ms. Kanoknart Rangsithienchai
Thai Beverage Public Company Limited
1
0.00
0
-
-
-
18. Mr. Sithichai Chaikriangkrai
Thai Beverage Public Company Limited
1
0.00
-
-
-
-
19. Mr. Ueychai Tantha-Obhas
-
-
-
-
-
-
-
20. Dr. Pisanu Vichiensanth
-
-
-
-
-
-
-
21. Mr. Chukiet Tangpongprush
Thai Beverage Public Company Limited
1
0.00
0
-
-
-
Remarks: (1) Mr. Samut Hatthasing resigned from the member of the Board of Directors effective on May 16, 2008. (2) This is to comply with the requirement of Public Limited Company Act B.E. 2535 (as amended) that the director holds shares or debentures of the company or an affiliate company held directly by a Board member Under his name, and shall indicate the total number of shares increasing or decreasing during a fiscal year (if any). No director holds shares in the Companyâ&#x20AC;&#x2122;s affiliate companies. The company does not have any outstanding debentures. (3) Good Show Holdings Limited holds 3,492,720,000 shares in Thai Beverage Public Company Limited. (4) Risen Mark Enterprise Ltd. holds 3,193,150,000 shares in Thai Beverage Public Company Limited. (5) Siriwana Co., Ltd. holds 2,462,200,000 shares in Thai Beverage Public Company Limited. (6) Golden Capital (Singapore) Limited holds 435,000,000 shares in Thai Beverage Public Company Limited. (7) Maxtop Management Corp. holds 261,249,000 shares in Thai Beverage Public Company Limited. (8) Ms. Chompoonuch Tejapaibul holds 50,000,000 shares in Thai Beverage Public Company Limited.
Thai Beverage Public Company Limited
37
STAT T ISTIICS OF SHAR R EH HOLD DER RS As at March 11, 2009 INFORMATION ON SHARE CAPITAL
Authorised share capital Issued and fully paid-up capital Class of shares Number of shares issued Voting rights
Baht 29,000,000,000 Baht 25,110,025,000 Common shares with a par value of Baht 1 25,110,025,000 shares One vote per one share
Analysis of Shareholders by Size of Shareholdings
Size of Shareholdings 1 – 999 1,000 – 10,000 10,001 – 1,000,000 1,000,001 and above
Total
Number of Shareholders
%
Number of Shares
%
8
5.93
8
0.00
N/A
N/A
N/A
N/A
32
23.70
10, 808 ,925
0.04
95
70. 37
25,099, 216,067
99.96
135
100.00
25,110,025,000
100.00
The 18 .51 % the Company’s shares are held in the hands of public. Accordingly, the Company has complied with Rule 723 of the Listing Manual of the SGX-ST.
Annual Report 2008
38
TOP TWENTY SHAREHOLDERS
No. Name of shareholders
Number of Shares
%
1. The Central Depository (PTE) Limited
5,742,139,920
22.87
2. Good Show Holdings Limited
3,492,720,000
13.91
3. Mr. Charoen Sirivadhanabhakdi
3,156,500,000
12.57
4. Khunying Wanna Sirivadhanabhakdi
3,156,500,000
12.57
5. Siriwana Co., Ltd.
2,860,720,000
11.39
6. Risen Mark Enterprise Ltd.
2,359,815,000
9.40
7. Sparkle View Development Limited
387,654,492
1.54
8. Mrs. Siriluck Maithai
338,519,080
1.35
9. Pan Glass Industry Co., Ltd.
316,000,000
1.25
10. Citibank Nominees Singapore Pte Ltd.
262,436,750
1.04
11. Mr. Vivat Tejepaibul
241,541,500
0.96
12. P.C. Commercial Co., Ltd.
240,000,000
0.95
13. Nimit Pichit Co., Ltd.
149,000,000
0.59
14. Pan Inter (1979) Co., Ltd.
135,000,000
0.54
15. Mrs. Wantanee Chevasiri
110,236,750
0.44
16. Mrs. Atinant Bijananda
107,000,000
0.43
17. Mr. Thapana Sirivadhanabhakdi
107,000,000
0.43
18. Mrs. Thapanee Techajareonvikul
107,000,000
0.43
19. Mr. Panote Sirivadhanabhakdi
107,000,000
0.43
20. Mrs. Wallapa Traisorat Total
107,000,000
0.43
23,483,783,492
93.52
Thai Beverage Public Company Limited
39
Statistics of Shareholders under the Central Depository (PTE) Limited
Size of Holdings
Number of Shareholders
%
Number of Shares
%
10
0.09
1, 810
0.00
1 – 999 1,000 – 10,000
7,707
70.71
33,760, 204
0.59
10,001 – 1,000,000
3,158
28 .97
191,487,006
3. 33
25
0. 23
5,516, 890,900
96.08
10,900
100.00
5,742,139,920
100.00
Number of Shares
%
2,577,624,984
44. 89
2. Risen Mark Enterprise Limited
833, 335,000
14.51
3. UOB Kay Hian Pte Ltd
504,547,000
8 .79
4. HSBC (Singapore) Nominees Pte Ltd
501,594,127
8 .74
5. DBSN Services Pte Ltd
461,185,640
8 .03
6. Citibank Nominees Singapore Pte Ltd
443, 853,638
7.73
108 , 367,112
1. 89
23,527, 399
0.41
1,000,001 and above
Total
Twenty Largest Shareholders under the Central Depository (PTE) Limited
No. Name of shareholders 1. DBS Nominees Pte Ltd
7. United Overseas Bank Nominees Pte Ltd 8
Raffles Nominees Pte Ltd
11, 837,000
0. 21
10. Nomura Singapore Limited
9. Merrill Lynch (Singapore) Pte Ltd
10,967,000
0.19
11. Morgan Stanley Asia (S’pore) Securities Pte Ltd
10,512,000
0.18
12. DB Nominees (S) Pte Ltd
7, 311,000
0.13
13. Macquarie Capital Securities Pte Ltd
3, 211,000
0.06
14. DBS Vickers Securities (S) Pte Ltd
3,097,000
0.05
15. Hoe Juan Jok
2,152,000
0.04
16. Lee Heng Tin
1,750,000
0.03
17. Lee Seng Hong or Shee Liang Yee Theresa
1,620,000
0.03
18 . Ng Ban Hock
1,500,000
0.03
19. Chen Chia Kuang Francis
1,462,000
0.03
20. Han Tock Lian
1, 380,000
0.02
5,510, 833,900
95.99
Total
Annual Report 2008
40
Particular of Material Contracts with the Interested Persons for the year 2008 consist of: 1. Share Sale and Purchase Agreement relating to the sale and purchase of ordinary shares of Oishi Group Public
Company Limited (“Oishi”) dated August 29, 2008 between Yodkij Business Company Limited (an associate of the company’s interested persons) who is the seller and Thai Beverage Public Company Limited who is the purchaser. The sale and purchase is for Thai Beverage Public Company Limited to acquire 82,314,537 shares representing 43.9% of the issued share capital of Oishi at the purchase price of Baht 37 per share and a total aggregate consideration of Baht 3,045.64 million. 2. Share Sale and Purchase Agreement relating to the sale and purchase of ordinary shares of Thai Alcohol Public
Company Limited (“Thai Alcohol”) dated August 29, 2008 between Damrongfah Company Limited (an associate of the company’s interested persons) who is the purchaser and Thai Beverage Public Company Limited who is the seller. The sale and purchase is for Thai Beverage Public Company Limited to dispose 160 million shares representing 100% of the issued share capital of Thai Alcohol for an aggregate consideration of Baht 1,590.95 million. The Extraordinary General Meeting of Shareholders No. 1 / 2009 held on September 29, 2008 approved the acquisition of the shares in Oishi and the disposal of the shareholding in Thai Alcohol set out above. The acquisition and disposal completed on October 30, 2008 .
Net book value of the company freehold land and building as at December 31, 2008 were as follows: (million Baht)
Land Surplus on land revaluation Land improvement Building and improvements Total
7, 867 4, 263 1,449 17,470 31,049
The company leases various premises, primarily for the branch offices and warehouses. All of these leases are operating leases and not financial leases. As at December 31, 2008 , the amount of freehold land held for planned future business operations amounted to Baht 1, 202 million which was 8 .1% of profit before income tax.
Thai Beverage Public Company Limited
41
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
B O A R D O F D IR E C T O R S 1.
Mr. Charoen Sirivadhanabhakdi Chairman
2.
Khunying Wanna Sirivadhanabhakdi Vice Chairman
3.
Mr. Narong Srisa-an Vice Chairman
11. Prof. Pornchai Matangkasombut Independent Director
12. Mr. Sakthip Krairiksh Independent Director
13. Gen. Dr. Choo-Chat Kambhu Na Ayudhya Independent Director
4.
Mr. Komen Tantiwiwatthanaphan Vice Chairman
14. Mr. Vivat Tejapaibul Director
5.
Mr. Puchchong Chandhanakij Director
15. Mr. Panote Sirivadhanabhakdi Director
6.
7.
Mr. Staporn Kavitanon Independent Director and Audit Committee Chairman
16. Mr. Thapana Sirivadhanabhakdi
Prof. Kanung Luchai
17. Ms. Kanoknart Rangsithienchai
Independent Director and Audit Committee Member
8.
Mr. Manu Leopairote Independent Director and Audit Committee Member
9.
President and CEO
Director and Executive Vice President
18. Mr. Sithichai Chaikriangkrai Director and Senior Vice President
19. Mr. Ueychai Tantha-Obhas Director and Senior Vice President
Mr. Ng Tat Pun Independent Director and Audit Committee Member
10. Mr. Michael Lau Hwai Keong
20. Dr. Pisanu Vichiensanth Director and Senior Vice President
21. Mr. Chukiet Tangpongprush
Independent Director
Director and Senior Vice President
Ms. Vaewmanee Soponpinij
Mr. Thidi Suwanarat
Company Secretary / Secretary to the Board
Assistant Secretary to the Board
Thai Beverage Public Company Limited
43
EXEC C UTIVE COMMITTEE
Annual Report 2008
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
44
E X EC C U T IV V E C OM MMITTT EE 1.
Mr. Charoen Sirivadhanabhakdi
8.
Executive Chairman
2.
Khunying Wanna Sirivadhanabhakdi
9.
1 Executive Vice Chairman
Mr. Narong Srisa-an 2
4.
nd
10. Dr. Pisanu Vichiensanth Director and Senior Vice President
Executive Vice Chairman
Mr. Komen Tantiwiwatthanaphan
11. Mr. Chukiet Tangpongprush Director and Senior Vice President
rd
3 Executive Vice Chairman
5.
Mr. Puchchong Chandhanakij
12. Mr. Sawat Sopa Executive Vice President
4th Executive Vice Chairman
6.
Mr. Thapana Sirivadhanabhakdi
13. Mr. Jean Lebreton Senior Vice President
President and CEO
7.
Ms. Kanoknart Rangsithienchai
Mr. Ueychai Tantha-Obhas Director and Senior Vice President
st
3.
Mr. Sithichai Chaikriangkrai Director and Senior Vice President
14. Mr. Vichai Chaiyavaranurak Senior Vice President
Director and Executive Vice President
15. Mr. Somchai Suthikulpanich Senior Vice President
M ANA AGEMEN N T C OMMITTT EE 1.
Mr. Thapana Sirivadhanabhakdi
6.
President and CEO Marketing
2.
Ms. Kanoknart Rangsithienchai
Director and Senior Vice President General Affairs
7.
Mr. Sithichai Chaikriangkrai
8.
Mr. Ueychai Tantha-Obhas Director and Senior Vice President Sales
5.
Dr. Pisanu Vichiensanth Director and Senior Vice President Beer Production
Mr. Jean Lebreton Senior Vice President Strategy
Director and Senior Vice President Finance
4.
Mr. Sawat Sopa Executive Vice President Spirit Production
Director and Executive Vice President Corporate Services
3.
Mr. Chukiet Tangpongprush
9.
Mr. Vichai Chaiyavaranurak Senior Vice President Business Development
10. Mr. Somchai Suthikulpanich Senior Vice President Non-Alcohol Production
Thai Beverage Public Company Limited
45
DIR R E C T O R P R O F IL E
Director Profile 1 Mr. Charoen Sirivadhanabhakdi Chairman / Executive Chairman
Mr. Charoen Sirivadhanabhakdi was appointed Chairman of the Board of Directors of Thai Beverage Public Company Limited in 2003. He has been the Chairman of Beer Thai (1991) Public Company Limited and the Red Bull Distillery Group of Companies since 2004, the Chairman of TCC Land Co., Ltd. since 2002, the Chairman of Berli Jucker Public Company Limited since 2001 and the Chairman of South East Group Co., Ltd. since 1997. In addition, he has been the Chairman of TCC Holding Co., Ltd. since 1987. Mr. Charoen holds an Honorary Doctoral Degree in Agricultural Business Administration from Maejo Institute of Agricultural Technology, an Honorary Doctoral Degree in Industrial Technology from Chandrakasem Rajabhat University and an Honorary Doctoral Degree in Management from Huachiew Chalermprakiet University. Mr. Charoen has received many honors and Royal decorations, including the Knight Grand Cordon (Special Class) of the Most Exalted Order of the White Elephant, Knight Grand Cordon (Special Class) of the Most Noble Order of the Crown of Thailand, the Knight Grand Cross (First Class) of the Most Admirable Order of the Diredgunabhorn and Knight Grand Commander (Second Class, Higher Grade) of the Most Illustrious Order of Chula Chom Klao.
Khunying Wanna Sirivadhanabhakdi Vice Chairman / 1st Executive Vice Chairman
Chairperson of TCC Capital Land Company Limited since 2003, Vice Chairperson of Berli Jucker Public Company Limited since 2001 and the Vice Chairperson of the Executive Board of T.C.C. Group since 1972. Khunying Wanna holds an Honorary Doctoral Degree of Bio-technology from Ramkhamhaeng University, an Honorary Doctoral Degree in Business Administration from Maejo Institute of Agricultural Technology, an Honorary Doctoral Degree in Business Administration from Chiang Mai University, and an Honorary Doctoral of Philosophy Degree in Social Sciences from Mae Fah Luang University. On the social activity side, she is the Vice Chairperson of the Bhumirajanagarindra Kidney Institute Foundation, a Director of the Siriraj Foundation, a Director of Ramathibodi Foundation, a Director of the Crown Prince Hospital Foundation, a Director of the Kidney Foundation of Thailand, a Director of the Elephant Reintroduction Foundation, a Director of the Commitee for Recruitment and Promotion of Voluntary Blood Donors of the Thai Red Cross Society, and a Director of the Sala Chalermkrung Foundation. Khunying Wanna has been awarded with business and social awards from several institues. She has also received numerous honors and Royal Thai decorations, such as the Knight Grand Cordon (Special Class) of the Most Exalted Order of the White Elephant (Ladies), the Knight Grand Cordon (First Class) of the Most Noble Order of the Crown of Thailand (Ladies), the Knight Commander (Second Class, Lower Grade) of the Most Illustrious Order of Chula Chom Klao and the Knight Grand Cross (First Class) of the Most Admirable Order of the Diredgunabhorn.
Khunying Wanna Sirivadhanabhakdi was appointed Vice Chairperson of the Board of Directors in 2003. She has been the Chairperson of Beer Thip Brewery (1991) Company Limited and the Sangsom Group of companies since 2004. She has also been the Vice
Annual Report 2008
46
Mr. Narong Srisa-an Vice Chairman / 2
nd
Executive Vice Chairman
Mr. Narong Srisa-an was appointed Vice Chairman of the Board of Directors in 2003. He has 44 yearsâ&#x20AC;&#x2122; experience in the banking industry, having served in Kasikorn Bank Public Company Limited from 1954 to 1998 as its Executive Vice Chairman. He also holds directorships in several public companies in Thailand, including Chairman and Executive Chairman of Oishi Group Public Company Limited, Chairman of Advance Agro Public Company Limited and Independent Director of True Corporation Public Company Limited. He holds an Honorary Master of Economics from Thammasart University.
Director of LSPV Co., Ltd. from 1988 to 2003. He was Executive Director (Finance) of the T.C.C. group of companies from 1983 to 1988, Director of Robina Credit Ltd. from 1980 to 1982 and Vice President of Asia Credit Ltd. from 1975 to 1979. He also holds the position of independent director of Krisdamahanakorn Public Company Limited. He holds a Bachelor of Business Administration and a Master of Science in Accounting from California State University, Long Beach, USA.
Mr. Staporn Kavitanon Independent Director and Audit Committee Chairman
Mr. Komen Tantiwiwatthanaphan Vice Chairman / 3 rd Executive Vice Chairman
Mr. Komen Tantiwiwatthanaphan was appointed Vice Chairman of the Board of Directors in 2003. He has had over 40 yearsâ&#x20AC;&#x2122; experience in managing companies in the distilling industry. He has served as President of Sahasan (2529) Co., Ltd. since 1986, and as Director and Senior Vice President of Suramaharas Public Company Limited from 1986 to 1999. He holds a High School Certificate from China.
Mr. Staporn Kavitanon was appointed a Director in 2004. He has extensive experiences in the management of companies with directorship and membership of Committees at various companies, such as Bangkok Bank Berhad, Siam Food Public Company Limited and Berli Jucker Public Company Limited. From 1994 to 1999, he was the Vice Chairman of Bangkok Bank Public Company Limited. He holds a Bachelor of Arts in Economics from Thammasart University and a Master of Arts in Economics from Vanderbilt University, USA.
Mr. Puchchong Chandhanakij
Prof. Kanung Luchai
Director / 4th Executive Vice Chairman
Independent Director and Audit Committee Member
Mr. Puchchong Chandhanakij was appointed a Director and Executive Vice Chairman in 2003. Before joining Thai Beverage Public Company Limited, he was Managing
Prof. Kanung Luchai was appointed an Independent Director in 2004. He has wide-ranging experiences in the public sector and legal business, having worked as
Thai Beverage Public Company Limited
47
Junior and Senior Public Prosecutor in the Department of Public Prosecution from 1946 to 1971 and DirectorGeneral of the Policy and Planning Department of the Ministry of Interior from 1971 to 1973. He served as the Deputy Under-Secretary of State for the Ministry of Interior from 1973 to 1974 and as the Deputy Minister of Interior from 1974 to 1975. He practiced law at Bangkok International Law Offices Co., Ltd., from 1976 to 1985, and at Kanung-Prok Law Office Co., Ltd., from 1986 to 1992. He is currently a Director of Kanung & Partners Law Offices Company Limited and a Director of Kanung & Partners International Consultancy Company Limited. He is also a Director of Thailand Iron Works Public Company Limited and Bangkok Bank Public Company Limited.
Assumption University, and Bangkok University. He was the President of the Thammasart University Association from 2003 to 2004 and was the President of the Thammasart University Economics Association from 2000 to 2006.
Director Profile 2
In 2001, he received the Prof. Sanya Thammasak Award for being an Outstanding Lawyer from the Private Sector. He holds a Bachelor of Laws from Thammasart University, a B.A. Hons., LL.B. Cambridge University, United Kingdom, an Honorary Doctorate Degree of Law from Chulalongkorn University and Thammasart University, and an Honorary Doctorate Degree of Management Technology from Suranaree University of Technology. He is also a member of the Thai Bar Association.
Mr. Manu Leopairote Independent Director and Audit Committee Member
Mr. Manu Leopairote was appointed an Independent Director in 2004. He has extensive experiences in the public sector, having served as a Director, Secretary General, Inspector-General and Director-General from 1968 to 1999, and as the Permanent Secretary at the Ministry of Industry from 1999 to 2004. He was also the Chairman of the Petroleum Authority of Thailand from 1999 to 2004. From 1994 to 2008, he is the Chairman of Technonet Asia, and from 1995 to 1996, the Chairman of the International Sugar Organization Council of England. He was also part-time lecturer at the Faculty of Economics, Thammasart University,
Annual Report 2008
He holds a Bachelor of Science in Economics (Honors) from Thammasart University and a Master of Science in Economics from the University of Kentucky and the National Defense College of Thailand Class 34. He won the Asian Productivity Organization Award in 2005.
Mr. Ng Tat Pun Independent Director and Audit Committee Member
Mr. Ng Tat Pun was appointed as an Independent Director in 2006. He has extensive experience in the banking and finance industry. He started his banking career with Citibank in 1971 and was a Vice President when he left in 1982. Since then, he has served in various senior positions with local and foreign financial institutions. From 1988 to 1997, he was the Executive Vice President of OCBC Bank, Singapore, in charge of its International Banking and Financial Institutions business. In 1998, he was appointed the Executive Director and Chief Executive Officer of OCBC Bank, Malaysia. He was a Managing Director at JP Morgan Chase from 1999 to 2002 and a Managing Director and subsequently, a Senior Advisor at UBS AG from 2003 to 2008. He is also an Independent Director, Chairman of the Audit Committee, Member of the Nomination Committee of Engro Corporation Ltd., Singapore and an Independent Director, Chairman of the Board of Directors, Chairman of the Nomination Committee and Member of the Audit Committee of SP Chemicals Ltd., Singapore. Mr. Ng holds a Bachelor of Arts degree (Economics and History) from the University of Singapore.
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Mr. Michael Lau Hwai Keong Independent Director
Mr. Michael Lau Hwai Keong was appointed as an Independent Director in 2006. He is a Managing Director, Advisory Services of Octagon Advisors Pte. Ltd. From June 2000 to September 2004, he served as the Executive Vice President, International of United Overseas Bank Ltd., where he was responsible for the administration and governance of the bankâ&#x20AC;&#x2122;s international operations. He was an Advisor to Asia Pulp and Paper Ltd. from February 1999 to May 2000. He has held various positions at the Monetary Authority of Singapore (MAS) from February 1985 to July 1989 and from April 1991 to August 1997. His last position at the MAS was Senior Deputy Director (Development and Domestic Institutions). From August 1989 to March 1991, he was a Senior Manager (Institutional Sales) at J M Sassoon & Company, a stock broking company. He was also the Executive Vice President of the Central Depository (Pte.) Limited (CDP) from November 1997 to February 1999. He holds a Bachelor of Business Administration (First Class Honors) from the National University of Singapore and the Chartered Financial Analyst (CFA) from Institute of Chartered Financial Analysis.
Prof. Pornchai Matangkasombut
of Chula Chom Klao Order (Special Third Class) and the Palmes Academiques (Commandeur) from the Government of France, the Borden Research Award in Medicine. He was also an Honorary Research Associate at Harvard University and a Visiting Professor at Osaka University and the University of Saigon. He holds a Bachelor of Degree, Doctor of Medicine (M.D.) and Doctor of Philosophy (Ph.D.) from the University of Wisconsin.
Mr. Sakthip Krairiksh Independent Director
Mr. Sakthip Krairiksh was appointed an Independent Director in 2005. He has extensive experience in the public sector, having worked in Thai ministries. He began his career as a civil servant in 1971 at the Ministry of Interior. From 1979 to 2004, he served as a Diplomat in the Ministry of Foreign Affairs, where he held various positions, including Secretary to the Minister, Deputy Chief of Mission of the Embassy in Washington, USA, Director-General, Protocol Department, DirectorGeneral, Information Department, Spokesman of the Foreign Ministry, and Ambassador to the Kingdom of Cambodia, Japan and the United States. He was an Advisor to the Prime Minister in 2004 and from 2004 to September 2007 the Permanent Secretary, Ministry of Tourism and Sports.
Independent Director
Prof. Pornchai Matangkasombut was appointed as an Independent Director in 2006. He was the President of the Mahidol University from 1999 to 2007 and, before his appointment in 1999, was a professor at the University. He has been a member of the International Union of Immunological Societies since 1971 and a Member of the Executive Board of the International Union of Microbiological Societies from 1986 to 1990. He has won the highest level of Royal Decorations (Knight Grand Cordon of White Elephant, Special Class and Knight Grand Cordon of the Crown of Thailand, Special Class) and the Royal Thai Award
He holds a Bachelor of Political Science from Boston University, USA and has attended the National Defense College. He also holds an Honorary Doctorate Degree from Soka University, Japan. He has received various Royal Thai and foreign decorations, such as the Knight Grand Cordon (Special Class) of the Most Noble Order of the Crown of Thailand, the Knight Grand Cordon (Special Class) of the Most Exalted Order of the White Elephant, the Grand Companion (Second Class, lower grade) of the Most Illustrious Order of Chula Chom Klao, the Order of the Sacred Treasure, Gold and Silver Star and the Grand Cordon of the Order of the Rising Sun.
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He is currently a Chairman of the University Council at the Rajamangala University Technology Krungthep.
Mr. Vivat Tejapaibul Director
Mr. Vivat Tejapaibul was appointed a Director in 2003. Director Profi le 3 He has over 18 yearsâ&#x20AC;&#x2122; experiences in the banking
Gen. Dr. Choo-Chat Kambhu Na Ayudhya Independent Director
Gen. Dr. Choo-Chat Kambhu Na Ayudhya was appointed Independent Director in 2006. He served the Royal Thai Army from 1973 to 1987 as General Surgeon of the Medical Department. From 1987 to 1991, he was Chairman of the Department of Anatomy of the Phra Mongkut College of Medicine. From 1994 to 2004, he held various positions in the Royal Thai Army, including the Director-General of the Armed Forces Research Institute of Medical Service, an Assistant Surgeon-General, Deputy Surgeon-General, Surgeon-General, and General Special Army Expert and Consultant. He is a senior surgeon and physician at the Medical Bureau to the Royal Court of Thailand. He received his Diploma in Medicine from Westf. Wilhelms Universitat zu Munster, and Doctorate in Medicine from the Georg-August Universitat zu Goettingen. He also has a Diploma from the National Defense College of Thailand (WorRorPorOr 399), a Certificate of Proficiency in General Surgery from the Royal College of Surgeons of Thailand and a Diploma from the Army War College (34). He is a permanent member of the Royal College of Surgeons of Thailand and the Medical Association of Thailand. As for Royal decorations, he has won the Knight Grand Commander (Special Class, Higher Grade) of the Most Illustrious Order of Chula Chom Klao and Knight Grand Cordon (Special Class) of the Most Exalted Order of the White Elephant.
industry, having served in Bangkok Metropolitan Bank Public Company Limited in various positions from 1979 to 1998, including Secretary to the Managing Director, Deputy Director of the Trading Department, Director of Branch Administrative and Vice President. He holds a Bachelor of Laws from Thammasart University and a Masterâ&#x20AC;&#x2122;s Degree from Fairleigh Dickinson University, USA.
Mr. Panote Sirivadhanabhakdi Director
Mr. Panote Sirivadhanabhakdi was appointed Director in February 2007. He has been Director of Beer Thai (1991) Public Company Limited from 2000 to 2004 and Director of Beer Thip Brewery (1991) Co., Ltd. since 2004 and Director of Sura Bangyikhan Group since 2002. He holds a Bachelor of Science in Manufacturing Engineering from Boston University, USA, a Master of Science in Analysis, Design and Management of Information System from the London School of Economics and Political Science, England and Industrial Engineering and Economics from Massachusetts University, USA.
Mr. Thapana Sirivadhanabhakdi President and CEO
Mr. Thapana Sirivadhanabhakdi was appointed the President and CEO of the Company in January 2008. Prior to this appointment, he was the director and Executive Vice President of the Company from 2003
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to January 2008. In addition, he has also held several executive positions in many leading companies such as Vice Chairman of Red Bull Distillery (1988) Co., Ltd. since 2004, and Executive Director of Berli Jucker Public Company Limited since 2001. In 2004, he was appointed Executive Director of Beer Thai (1991) Public Company Limited, and Vice Chairman of Dhospaak Co., Ltd. Since 2006, he has been Vice Chairman of the Oishi Group of companies. Furthermore, since 2007, he has held other important positions, such as Director and Chairman of the Executive Committee of Univentures Public Company Limited, and Vice Chairman of Siam Food Products Public Company Limited. He has also acted as a Director of several Thai Beverage subsidiary companies. He holds a Bachelor of Business Administration (Finance) and a Master of Science Administration in Finance Economics from Boston University, USA.
Mr. Sithichai Chaikriangkrai Director and Senior Vice President
Mr. Sithichai Chaikriangkrai was appointed a Director and Senior Vice President in 2003. He joined the T.C.C. Group in year 1990 and has also been the Chairman of Group Financial Center since 2003. He has over 23 yearsâ&#x20AC;&#x2122; experience in financial positions, including the Finance and Accounting Manager of Asia Voyages & Pansea Hotel from 1983 to 1990, as a Financial Analyst of Goodyear (Thailand) Co., Ltd. from 1980 to 1983, and as an External Auditor in Coopers & Lybrand from 1977 to 1980. He holds a Bachelor of Accountancy (First Class Honors) from Thammasart University, and has a Diploma in Computer Management from Chulalongkorn University and completed the Director Certification Program with the Thai Institute of Directors. He also has a Certificate of the Mini MBA Leadership Management from Kasetsart University.
Ms. Kanoknart Rangsithienchai Director and Executive Vice President
Mr. Ueychai Tantha-Obhas Ms. Kanoknart Rangsithienchai was appointed as a Director and Executive Vice President in 2003. She has extensive experience in finance and accounting. Before joining the Company, she had been the Executive Vice President of the Sangsom Group of companies from 2000 to 2003, and the Vice President of the Office of Controller, Surathip Group of companies from 1983 to 1999. From 1975 to 1982, she served as the Accounting Manager of the T.C.C. Group of companies and as an accountant at J&JHO Co., Ltd., from 1970 to 1975. She holds a Bachelor of Accounting from Thammasart University and has completed the Director Accreditation Program with the Thai Institute of Directors.
Director and Senior Vice President
Mr. Ueychai Tantha-Obhas has been a Director since July 2005. Before joining Thai Beverage Public Company Limited, he was the Chief Executive Officer from July 1995 to December 2002, and Managing Director of Riche Monde (Bangkok) Ltd. from January 1988 to February 1994, the Managing Director of Sarin Property Co., Ltd. from March 1994 to June 1995, and the Group Product Manager of Colgate Palmolive Co., Ltd. from September 1979 to June 1983. From May 1973 to August 1979, he held various sales and marketing positions in Karnasuta General Assembly Co., Ltd. He holds a Bachelor of Science in Accounting from St. Louis University, Missouri, USA., a Master of Business Administration from Thammasart University and has completed the Advance Management Program from INSEAD, France.
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Dr. Pisanu Vichiensanth Director and Senior Vice President
from 1963 to 1983. From 1983 to 1986, he served first as Manager of law firm and later as Executive Director of Surathip Sansukko Co., Ltd. From 1987 to 1999, he served first as Executive Director and later as the head of the General Affairs Department of Suramaharas Public Company Limited. He joined Surabangyikhan Co., Ltd. in 2000 as the head of the Human Administration and General Affairs.
Director Profile 4
Dr. Pisanu Vichiensanth has been a Director and Senior Vice President since February 2004. He has held several positions in Thai Beverage Public Company Limited, including Executive Vice President from 2000 to 2003 and Senior Vice Executive President from 2003 to 2004, at subsidiary Beer Thai (1991) Public Company Limited. He is currently the President of Beer Thai (1991) Public Company Limited. Before joining Thai Beverage Public Company Limited, he had been the Vice President of Engineering and Development (1997-2000) and Assistant Plant Executive (1994-1996) of Carlsberg Brewery (Thailand) Co., Ltd. He was a consultant at Pan Engineering Consultant Co., Ltd. from 1992 to 1994. From 1977 to 1993, he held several teaching positions, including Head of Food Science and Technology at Thammasart University and Head of Food Technology at Khon Kaen University from 1992 to 1993, and from 1989 to 1992, respectively. He lectured in food technology at Khon Kaen University from 1977 to 1990. He holds a Ph.D. in Engineering from Technical University, Berlin, Germany, a Master of Technology (Second Class Honors) in Biotechnology from Massey University, a Master of Beer Brewery from the Scandinavian School of Brewing, Denmark and a Bachelor of Science (Food Science) from Kasetsart University.
Mr. Chukiet Tangpongprush Director and Senior Vice President
Mr. Chukiet Tangpongprush was appointed as a Director and Senior Vice President of Thai Beverage Public Company Limited in 2003. Before joining, he was a lawyer
Annual Report 2008
He holds a Bachelor of Laws from Thammasart University and the Thai Barrister at Law from the Institute of Legal Education Barrister at Law, and has completed the Director Accreditation Program with the Thai Institute of Directors. He is also a member of the Thai Bar and of the Lawyers Council of Thailand.
Mr. Sawat Sopa Executive Vice President
Mr. Sawat Sopa was appointed Executive Vice President in 2004, responsible for liquor production and technique. He was the Managing Director of Beer Thai (1991) Co., Ltd., and Executive Vice Chairman of Red Bull Distillery (1988) Co., Ltd., from 1992 to 1995 and from 1995 to present, respectively. From 1980 to 1992, he served as an Executive Director of the 43 Group of companies and Assistant Chief Executive Director, responsible for liquor and alcohol production. From 1964 to 1975, he served first as an engineer and later as the Chief Engineer of Siam Chem Co., Ltd. From 1963 to 1964, he served as an engineer in Bangchak Oil Refinery. Mr. Sawat sits on the boards of directors of various organizations including the Thab Neelaniti Foundation, Chulalongkorn University Association, The Petroleum & Petrochemical College, Chulalongkorn University and President of Gymnastics Association of Thailand. He has also been appointed as Special Commissioner of the Secretariat of the House of Representatives to consider draft bills on workmenâ&#x20AC;&#x2122;s protection, the securities and stock market and excise tax, a specialist to the Committee of the House Standing Committee on Natural Resources and Environment, and a member
52
of the Financial Committee and Subcommittee of the Ethanol Investment Project under the Royal Ethanol Project Bureau, Ministry of Science, Technology and Environment. He holds a Bachelor degree of Science in Chemical Engineering from Chulalongkorn University, a Master Degree of Industrial Management, Kensai Kasu Center, Japan, a Master Degree Dynamic Management International Executive, Syracuse University USA and has completed the Director Accreditation Program with the Thai Institute of Directors. He is a Member (Fifth Class) of the Most Exalted Order of the White Elephant and a Companion (Fourth Class) of the Most Noble Order of the Crown of Thailand.
Mr. Vichai Chaiyavaranurak Senior Vice President
Mr. Vichai Chaiyavaranurak was appointed a Senior Vice President on August 1, 2008. Prior to the appointment, he held many executive positions in Thai Beverage Group of Companies, including the director of Thai Beverage Logistics Co., Ltd., the director of Thai Beverage Marketing Co., Ltd., and Accounting & Finance President (Marketing Group) of Thai Beverage Public Company Limited. He holds a Bachelor of Business Administration in Finance and Banking, Thammasart University.
Mr. Jean Lebreton Senior Vice President
Mr. Jean Lebreton was appointed Senior Vice President in February 2008. At Thai Beverage Public Company Limited, Mr. Lebreton works with other senior executives to develop and implement strategy and facilitate the integration of future acquisitions. He worked for the Boston Consulting Group (BCG) from 1989 to 2005. After working for BCG in France for five years, he moved to Thailand in 1994 to open the Bangkok office of BCG. He became a partner in the company in 1995. After leaving BCG in 2005, Mr. Lebreton worked independently for several years before joining Thai Beverage Public Company Limited in January 2008. Mr. Lebreton has extensive experience in Asia, including several years in Shanghai, China. He has worked in many industry sectors as a consultant, including consumer goods, banking, and energy, covering topics such as market development, consumer research, re-engineering, and value management.
Mr. Somchai Suthikulpanich Senior Vice President
Mr. Somchai Suthikulpanich was appointed a Senior Vice President on October 1, 2008 and also holds the position of Executive Vice President, Thai Beverage Marketing Co., Ltd. He has held many top executive positions, beginning with the Managing Director of Beer Chang International Co., Ltd. in 2002. He joined Thai Beverage Public Company Limited in 2003 as the Director and Deputy Managing Director, Group of Industrial and Commerce and in 2004 as the Director and Deputy Managing Director, Thai Beverage Marketing Co., Ltd. He holds a Bachelor of Arts (Banking and Finance/ Marketing), Marshall University, USA.
Mr. Lebreton has an MBA from Wharton School of the University of Pennsylvania.
Thai Beverage Public Company Limited
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ORG GA NIZATT IO ON STT RUCTT URE Annual Report 2008 Thai Beverage Public Company Limited
Audit Committee
Board of Directors
Office of Internal Audit
Executive Committee
Office of Chairman of Executive Committee
General Affairs
President and CEO
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Annual Report 2008
54
Risk Management Committee
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Thai Beverage Public Company Limited
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RES SP ONSIB BIL LITT IES A ND AUTT HORIZ Z ATIO ON OF EA AC H OF F IC CE
Responsibilities and authorization of each Office
Office of Chairman of the Executive Board
Co-ordinates and scrutinizes documentation work for presentation to the Chairman of the Executive Board and is responsible for the related secretarial tasks.
Office of the President
Manage secretarial tasks for the President. Provide essential back-up in both administrative and strategic tasks. Coordinate with all internal units as well as external organizations both domestically and internationally. Arrange meetings of each ad hoc committee as assigned.
Office of Internal Audit
Assists the Board in promoting good corporate governance; reports to the Audit Committee significant issues of risk management, internal controls and governance; provides advisory services and the resolution of issues concerning internal controls; and promotes risk management to all units' operations.
Office of Liquor Production
Manages and oversees operations of the three liquor groups in compliance with the goals and policies of the Company including the promotion of the development of production and personnel skills for the sustainable benefit of the Company.
Office of Technical Service & Environment
Formulates liquor production processes and controls liquor production at 17 distilleries to meet the requirements of each type as well as the standards of the Thai Industrial Standards Institute. This includes the formulation of environmental management systems and controlling water treatment systems.
Office of Engineer
Oversees the engineering section to support the distilleries and the Companyâ&#x20AC;&#x2122;s affiliates to align with goals for the utmost benefit to the Group.
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56
Office of Natural Essences Production
Oversees the process of natural essences production to meet the quality set forth by the Company.
Office of Beer Production
Manages and oversees the production of the three beer companies in compliance with the goals and policies of the Company, including the promotion of the development of production and personnel skills for the sustainable benefit of the Group.
Office of Non-Alcohol Production
Manages and oversees operations of the non-alcoholic beverages in compliance with the goals and policies of the Company, including the promotion of the development of production and personnel skills for the sustainable benefit of the Company.
Office of Business Development
Supervises and oversees the operation of all related businesses under the responsibility of the Office of Business Development in compliance with the Company's policies including giving advice and strategic planning to develop the businesses in charge to gain a maximize value added to the Company.
Office of Marketing
Creates marketing, sales, advertising, public relations, product development and merchandise distribution plans in support of Group activities. Manages budgets, arranges and controls the total product distribution in compliance with goals. Analyzes and formulates marketing strategies in line with market competition.
Office of Sales Planning and Supporting
Supervises and oversees support on the sale activities by coordinating with Office of Marketing in order to ensure that the sale activities are performed according to the strategic plan.
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Office of Controller
Supervises and oversees the corporate functions of accounting and budgeting to ensure the compliance with generally accepted accounting principles in Thailand to present the complete, accurate and timely financial informations as well as compliance with the procedures set forth by the Board of Directors.
Office of Treasury
Supervises and oversees support for treasury affairs to ensure technical and legal compliance of operations, as well as compliance with the procedures set forth by the Board of Directors.
Office of Strategic Planning
To oversee and coordinate the Company transformation program through the Project Management Office (PMO), centralize all M&A activities in close coordination with the finance Office, with a focus on strategic evaluation and Post Merger Integration, and leads key projects as required to define and implement the group's strategy.
Centre of Excellence
To manage the budgeting and reporting processes, oversee the investor relation department, and identify and disseminate best practices.
Office of Human Resources
Institutes international-standard human resources procedures that are capable of coordinating between the headquarters and regional ofďŹ ces - taking into account the value of human resources, commitment to ethics, and compliance with laws.
Office of Information Technology
Responsible for information technology (IT) services, including development of advanced IT systems so that business units can access information and tools to enhance the Company's competitiveness.
Office of General Services
Oversees administrative works for both the Company and its affiliates, such as cleaning services and maintenance of office buildings, supply of office equipment and stationery, security systems and insurance for the assets. Ensures that the work complies with Company policies and regulations to efficiently support the major business and activities of the Group.
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Office of Corporate Communications
Supervises and is responsible for all aspects of corporate communications functions, namely advertising and public relations, internal and external communications, electronic communications as well as investor relations, to garner the utmost benefits for the Company, particularly in regards to corporate image and the fostering of relationship to efficiently support the Company's businesses and activities.
Office of Corporate Secretariat
Arranges all Board and shareholders meetings of the Company and its group companies as well as other sub-committee meetings; oversees the compliance with Securities Laws and the Listing Manual of the Singapore Exchange; Analyzes Securities Laws relating to the Company's business; prepares and keeps documents pursuant to Public Limited Company, Private Limited Company and Securities Laws as applicable; controls disclosure of material information to ensure compliance with laws, regulations and the Listing Manual, as well as the Company policy; provides appropriate advice to all directors and key executives in relation to the compliance with rules and regulations of the Securities Laws including the resolutions of shareholders, the resolutions of Board of Directors of the Company; oversees the share registration of the Company and its group of companies; coordinates with related parties on the share registrar work; and organizes the preparation of the annual report.
Office of External Affairs
Oversees external affairs. Directly and indirectly creates positive relationships with business partners, leading to commercial opportunities and supporting negotiations and business connections over the short and long terms. In addition, build relations with government and social aspects organizations as well as planning and running corporate community programmes.
Office of Legal Affairs
Analyzes and advises all units of the Company on legal issues to ensure full compliance with the law and for the best interests of the Company as well as being responsible for litigation matters, juristic acts/contracts matters, registration matters relating to partnerships/ companies, and intellectual property.
Thai Beverage Public Company Limited
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PRODUCT PORTFOLIO
Annual Report 2008
60
Thai Beverage Public Company Limited
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Oishi Beverage Portfolio
Oishi Ois sshi Green Tea
Oishi Green Tea Ois
Oishi O is Green Tea
Japanese Restaurants / Kiosks
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Coffio C Co off Coffee
Amino Am min OK m
Oishi Ois s h Green Tea
Oishi Chilled & Frozen Foods
Sandwiches Sand
Gyoza Gyoz z
Kani
Alaska Kani Alask
63
Thai Beverage Public Company Limited
Annual Report 2008
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Operational and Financial Review
Overview
Thai Beverage Public Company Limited ( "ThaiBev") was incorporated in Thailand in October 2003 in order to consolidate Thailand’s leading beer and spirits businesses owned by the principal shareholders and their business associates under a single holding company. ThaiBev was listed on the Singapore Exchange (SGX) on May 30, 2006 as one of the largest listing there in 10 years. The listing raised approximately S$1.57 billion or Baht 38 billion, which we used net part of new share to pay off short-term debt and certain for working capital. ThaiBev is not only Thailand’s largest alcohol beverages producer, it is one of Southeast Asia’s largest.
Our vision for the Company is to become a leading global beverage company, focusing on commercial excellence, continued premiumisation of our products, and professionalism. Our mission is to seek “partnerships” among our key stakeholders through six guiding values: • offer quality products for every customer segment • satisfy distributors’ needs by offering professional services • provide first quartile returns to our shareholders with consistent high revenue growth and profitability • become a role model in terms of professionalism, transparency, and good corporate governance • trust, empower, and reward our staff to make them accountable, and • contribute to local communities
Strategies We must maintain our leadership in Thailand by adopting a marketing-led approach to manage both the marketing mix and control the pricing of our brands. We can do this because we work closely with our agents, training and advising them to provide customers the best service and offering a more professional service
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ourselves. This is of tremendous strategic importance as ThaiBev does not own any trade outlets – except for some limited sales through the Oishi restaurant chain – and sells by the case to agents and the modern trade, like supermarkets. In 2008, the Company spent more time working closely with agents and dealers to restructure the sales and distribution network. For instance, we now take full control of sales to the modern trade, like supermarkets and hypermarkets and ensure that our sub-agents work within their own defined sales areas to ensure greater efficiency. We will continue investing in our existing brands through integrated marketing communications and ongoing repackaging and upgrading of our brands. We want our customers to feel they are within reach of the best quality and best value products available in the market. ThaiBev uses the term premiumisation as shorthand to describe how we are expanding up-market by launching
higher-margin products in aspirational and premium segments. Examples of where we have done this already include repackaging Hong Thong for the Thai market with a more international look and feel, repackaging Mekhong and Chang for export in order to enter the premium market overseas, and the June launch of Federbräu premium beer and the August launch of Drummer Scotch whisky in Thailand. This movement upwards will lead to margin appreciation. Importantly, not only can we diversify the risk of staying only in economy products, which largely appeals to the grassroots of society, but we can drive growth in areas that we expect to become popular in future, like health drinks. As our existing facilities are both modern and widely spread throughout the country, we are in the unique position of being able to introduce new products in a relatively short time-frame with very minimal further capital expenditure required and low incremental distribution costs. We have built up a massive distribution network over the years based on the network created by our distillery and beer assets over 30 years. We continue to leverage this distribution infrastructure whenever we acquire new products or upgrade current ones to maximize sales potential. Moreover, we have always maintained an open door policy towards other manufacturers who wish to take advantage of our ready-made nationwide network. Though extensive, the portfolio up until the start of 2008 was built around a predominantly rural demand. From 2008 onwards, we intend to extend this distribution network into urban areas as we pursue entry into the premium beer and Scotch whisky segments. The Company is well aware that it must move up-market to derive higher margins. ThaiBev has already begun its first steps into foreign expansion. Initially, we established professional international management, marketing and distribution teams who have been very prudent in applying the appropriate business model to each market. Our entry into various markets has been gradual, but our sights are on long term gains built on
Passion Thai
Annual Report 2008
40 ml Mekhong
Shake all ingredients together
60 ml Pink Grapefruit Juice
and serve in a tumbler.
30 ml Passoa’ Liquor
This is a very fresh cocktail
10 ml Grenadine Syrup
to serve at all times.
10 ml Rose Syrup
Decorate with fresh fruit.
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a well-established series of brands with a solid foundation in each market. One way in which we plan to achieve longevity is to create regional brands and develop a niche for Asian brands, especially in the USA and Europe.
The Thai Economy ThaiBev manufactures and sells consumer goods in the form of alcoholic and non-alcoholic drinks. Generally, drinks are affected by the economy in that if consumers do not have sufficient discretionary income, they might purchase less quantity, or trade downwards to less expensive items, or cut down on the number of times they go out in a month, etc. In 2008, ThaiBev felt the impact of poorer consumer confidence in the economy and an actual drop in the performance of the economy. Moreover, ThaiBev’s business is seasonal, with peaks occurring at festivals and national holidays and quieter periods occurring in the third quarter. The latter is both the monsoon season in Thailand, when many areas are flooded, and
a Buddhist religious period when Thai people often lower or cease their alcohol consumption for up to three months. Under normal circumstances, ThaiBev would recover from the poor third quarter and have a much-improved fourth quarter that outperforms all other periods of the year. However, the continuous political problems faced by the country throughout the year and the global financial crisis have take their toll on consumers’ ability and willingness to spend on non-essential items like alcohol. A factor in the rising prices affecting consumers is inflation; the Bank of Thailand estimates that core inflation in 2008 will reach approximately 2.0 - 2.5, with headline inflation reaching 6.0 to 6.5.1 (The Ministry of Commerce reported the core inflation in 2008 reached approximately 2.4, with headline inflation reaching 5.5 2 ) The Consumer Price
Index (CPI)2 rose throughout the year to 119.5 in December 2008. As most of Thai Beverage’s consumers are low income, we note that the Low Income Consumer Price Index (LICPI)3 for all commodities rose from 111.5 in January 2008 to 114.8 in December 2008, while for food and beverages it rose from 115.8 in January to 131.2 in December 2008. The Rural Consumer Price Index for all commodities rose from 116.8 in January 2008 to 120.4 in December 2008 4.
Legislation Following the passage of the Alcohol Control Act in December 2007, the final draft was approved by Parliament on February 13, 2008, and promulgated in the Royal Gazette on February 14, 2008. Much of the content of the Act was anticipated by ThaiBev and we have prepared to work within the law at every juncture. There are restrictions on sites where alcohol may not be sold, however, ThaiBev does not own outlets except for our newly acquired Oishi restaurants and thus we have never sold alcohol in temples and other religious places, hospitals, schools and educational institutions as defined by the law nor allowed our agents to sell alcohol in petrol or fuel service stations or shops in their vicinity for several years. We have never sold alcohol using vending machines.
Inflation report October 2008 http:||www.bot.or.th|English|MonetaryPolicy|Inflation|Documents|Total_E_Oct08.pdf 1
2 MOC NEWS Consumer Price Index and Core Consumer Price Index in December 2008 and year 2008 http:||www.indexpr.moc.go.th|price_present|cpi|data|index_47_e.asp?list_month=12&list_year=2551&list_region=country
Report for Consumer Price Index (Low Income) of Thailand Year 2008 (Base Year 2002) http://www.indexpr.moc.go.th/price_present/TableIndexG_region_y.asp? table_name=&province_code=5&type_code=l&check_f=i&year_base=2545&nyear=2551 4 Report for Consumer Price Index (Rural) of Thailand Year 2008 (Base Year 2002) http://www.indexpr.moc.go.th/price_present/TableIndexG_region_y.asp? table_name=&province_code=5&type_code=u&check_f=i&year_base=2545&nyear=2551 3
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Investors should keep in mind that the majority of our sales today are in rural areas for consumption off-premise:
at home that is, not at the point of purchase. Although the Minister of Health may on occasion proclaim days and times when alcohol may not be sold, this would be in addition to existing restrictions on times when alcohol may not be sold. Normally alcohol is not sold the evening before an election, for instance. While the law forbids the sale of alcohol to anyone under 20 years old, it has always been difficult for those under 20 to enter drinking and entertainment establishments where alcohol is sold. We do not own entertainment establishments.
Some restrictions affect our ability to promote and market. No gifts, rewards or prizes may be provided to those purchasing alcoholic drinks or by using the redemption of things like bottle tops, for example. We may not offer alcoholic drinks publicly for people to try, or to impose any conditions that oblige the purchase of, alcohol. Advertising is now forbidden if it shows the drinking of alcohol and consequently the alcohol beverage industry cannot show the name or brand if it accentuates the merits of alcoholic drinks or entices people to drink. We have not produced any advertising along these lines for many years. Advertising and public relations regarding alcohol are legal, but there are exemptions subject to Ministerial Regulations. For example, adverts must be limited to information and news about social contributions without any product photos or packaging, except for the symbol or logo of the drink or company only. Hence, we can still advertise our corporate social responsibility (CSR) activities and build our corporate image in Thailand. The law does not cover advertisements that originate outside Thailand. ThaiBev is of course a shirt sponsor of Everton Football Club in the UK and this sponsorship is unaffected by these new regulations. After consideration of the Alcohol Control Act, ThaiBev believes that its marketing efforts will require more ingenuity and imagination. We are in the fortunate situation that our key strength is the size and pervasiveness of our distribution network, which is a competitive advantage.
Taxation Besides corporate income tax, which is set at a rate of 30% in Thailand, the Company pays excise tax on its alcoholic beverages. This is imposed before our products leave the factory and explains why the company has a relatively high
Mekhong Chalis 50 ml Mekhong
The palm sugar and lemon grass
2 Tbsp. Palm Sugar
should be made into a paste to
1 Lemon Grass Stalk
add to the Mekhong chalis.
3/4 Kaffir lime leafs
Serve in old fashioned glass over
Juice of 1 Lime
crushed ice. Garnish with the thin end of lemon grass stalks and 2 kaffir leafs.
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use of short term cash. There are two methods that can be used by the Government to levy the tax; either according to the amount of alcohol per liter, called a specific rate, or based on a determined ex-factory price, called the ad valorem rate. The Excise Department may use either the specific or ad valorem rates depending on which one provides higher revenue for the government. Investors should not confuse a tax rise with raising the tax ceiling. Excise taxes are normally raised occasionally by the Excise Department of the Ministry of Finance but may not go higher than a ceiling set by Parliament. It is therefore necessary when taxes approach the ceiling for the Cabinet to propose a rise in the ceiling and then forward this to Parliament to pass an Act making it legal. The last time the ceiling was raised across the board was several decades ago. Whereas the Cabinet approved raising the excise tax ceiling in 2007, Parliament has not yet considered the matter. Whenever the government does raise taxes, as it did on August 28, 2007, ThaiBev sales of products will decline due to a “price shock”. This may take a year or longer to recover. White spirits sales volumes in 2008 were down 4.3% compared to the same period in 2007. On January 14, 2008, the Government applied an additional amount of 1.5% onto the excise tax on all alcoholic beverages in order to pay for the new public broadcasting system. ThaiBev cautions investors who try to predict the effect of tax rises on the financial results of the Company by making elasticity of demand tables as most such tables do not take into account compensatory actions by the Company to alleviate the effects of the tax rise – for instance, releasing a new product to replace the taxed product at its old price point. Investors should be aware that tax rises are a factor of their investment in ThaiBev and can occur periodically and without warning.
Domestic business The alcoholic beverage business in Thailand is still very strong but like every other consumer-oriented business is affected by the economy. The tourism industry for instance, which admittedly currently accounts for a small part of ThaiBev’s overall business, was negatively affected generally by political uncertainty and specifically by the extended closure of Thailand’s main international airports. As a major source of national revenue declined, a large proportion of the public commenced belt-tightening. This has affected the alcohol industry, especially toward the end of 2008. During any economic downturn, we expect to see consumers switching down, meaning, moving from higher-priced drinks to lower-priced drinks and in fact that is what we have seen happening in some categories. For instance, we believe some consumers are switching down from imported spirits into our locally-made brown spirits. This segment is
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a nominal beneficiary of the downturn. There has also been some switching from our white spirits to cheaper, illegal spirits. Strategically, the Company branched out into non-alcoholic beverages at the start of 2008, wishing not only to enter a growing market segment but to diversify its risk without leaving its core drinks-oriented business. However, it is still too early to expect too much from these investment as ThaiBev is in the process of making internal changes intended to fit them into our accounting and distribution systems. The main advantages we see are the broader distribution we offer and a more modern management system.
Beer business Beer is enjoyed by consumers as a social drink and an alternative to spirits. In this respect, it has been affected by the economic downturn as consumers have had to cut down somewhat on their social activities. ThaiBev has spent time in 2008 re-organizing and restructuring our distribution and sales network to improve future efficiency. Lighter alcohol beers like Federbr채u, Chang Light, Chang Draught and Archa represent the trend towards lighter beers among the new generation; while the more mature generation, which had consumed mostly white spirits over the years, prefers our original Chang recipe. Beer has been affected in 2008 as it is a social drink consumed more often at on-premise outlets, like bars and restaurants. It is also the preferred drink of the younger generation, implying a proportionately lower income level than the consumers of brown spirits. The dramatic rise of lower alcohol beers in the past three years is reaching a zenith and we would expect a clearer equilibrium between low and high alcohol beers in 2009, with Chang remaining popular with a core group of mature consumers while lower alcohol beers like Archa, Chang Draught and Chang Light establishing themselves with a younger group. The launch of Federbr채u in mid-2008 was heralded by a high profile marketing campaign in Bangkok and other major cities. Besides bottles, Federbr채u is now also sold on draft as this is the preferred choice of consumers in the premium category. In half a year the Company has not been expecting any significant portion of the premium beer market to be appropriated from the acknowledged market leader, Heineken; however, we will continue to promote Federbr채u in 2009. Why has there been consumer movement in the past three years from the original Chang towards other beers? When Chang was first introduced, it was the only economy beer available in rural areas. This meant for many consumers, it was a choice of one beer only. As more beers have been introduced, consumers have been given a choice which is a natural phenomenon as the industry grows.
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Mekhong Delta 50 ml Mekhong
Muddle fruit, add
1/4 Fresh Mango
other ingredients,
1/4 Fresh Apple
double strain into
1 inch Fresh Chilli
cocktail glass,
Juice of 1 Lime
garnish with mango
20 ml Pomme Verte
and chilli head.
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Spirits business White spirits volumes declined year on year by 4.3%, however, revenues increased 14.9% due to the higher prices introduced by the tax rise in August 2007 and January 2008, plus a price rise introduced by the Company itself in early 2008. The white spirits business is not a growth segment and will at best remain flat for the foreseeable future. The main competition is illegal moonshine and while the economy fails to perform, we expect this non-taxed competition to be a viable but dangerous alternative for low-income earners.
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Brown spirits did comparatively better due we believe to consumers switching down from imported whiskies into our products. Supporting this has been the success of two of our brown spirits products, Hong Thong and Blend 285, which together account for the fastest growing segment of our brown spirits portfolio. In the past year, Hong Thong sales volume grew 19%, whereas Blend 285 grew 71%.
This represents our first foray into the Scotch whisky segment. This new segment is currently dominated by foreign players and we believe that we can wrest some of the market away from them due to our superior distribution system. The timing of the launch should allow us to build the brand over the next few years while foreign imports are in retreat.
The Company launched a new Scotch whisky in 2008, Drummer, which retails for about Baht 450 a bottle.
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Non Alcohollic B everages Thee L ate st Add dittion To Our Por t f olio Ran nge The decision to enter the non-alcoholic beverage was a strategic move that provides us with another strong base from which to grow in future. The reasons for believing this are threefold: firstly, our research reveals that the non-alcoholic beverage market is growing, not only in the sense of soft drinks like fruit juices and water, but also in newer segments like functional drinks. Functional drinks are fortified with an assortment of nutritional supplements, such as vitamins and minerals, and are often promoted for their health or invigorating effects. Some products, like energy drinks, are well-known in Thailand but others have yet to make an impact on Thai consumers. We believe this is a future trend to watch. Another reason to enter non-alcohol is to diversify our current portfolio so as not to be totally weighted toward one side or another of the total drinks market. This rebalancing to some extent will help us to cope with future trends or movements towards greater health consciousness in Thailand, and together with expansion abroad will allow ThaiBev to broaden its revenue base. Ultimately, entry into non-alcohol will offset the effect on the Company of future tax increases on alcoholic beverages. We have always cautioned investors that taxation is a fact of life in our industry – and in fact ThaiBev is proud of being one of the country’s largest contributors to the government’s revenues – however, we are aware that tax increases affect our alcohol beverage business temporarily and thus lowering the impact on the overall business will benefit us and our shareholders.
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Overview ThaiBev acquired 83.2% of the business of SPM Foods and Beverages Co., Ltd. (“SPM”) in November 2007. That company produces and distributes drinking water, juices and seasoning sauce. Subsequently in 2008, the Company established Thai Drinks Co., Ltd. (“Thai Drinks”) to support the improvement and expansion of drinking water business. Investors should note that at the end of 2008, Thai Drinks was not fully operational.
In January 2008, ThaiBev purchased assets used for the operation of production and sale of energy drink and ready-to-drink coffee from Wrangyer Beverage Co., Ltd. In addition, in September 2008, ThaiBev purchased shares of Oishi Group Public Company Limited (“Oishi”) an operator of Japanese restaurants that produces and distributes food and beverages. A tender offer provided ThaiBev with 89.9% of the company.
Our Products
Water and Club Soda ThaiBev has for many years produced, distributed and sold drinking water and club soda in Thailand under the Chang brand. In 2008, we sold 46.5 million liters of bottled water and 10.4 million liters of club soda. This is
a rise of 6% over 2007 for water. Our bottled water is sold in glass bottles of 500 milliliters; Polyethylene terephthalate, or PET, bottles of 500 milliliters and polycarbonate gallon containers of 18.9 liters. Club soda water is sold in glass bottles of 400 and 325 milliliters. Bottled drinking water in particular has much potential to grow in future. We considered that by increasing the range of our packaging and improving distribution, there is a positive growth path that we could follow.
Thai Drinks was established to sell and distribute drinking water, with a target of becoming one of Thailand’s leading players in this market. To do so, however, Thai Drinks is preparing to change the business model for the sales of water and club soda. Among the changes expected is the introduction of five gallon/18.5 liter containers for home delivery. Club soda will be delivered directly to restaurants, hotels and other establishments. Management has also reviewed the current water bottle sizes and is introducing a new range to meet market demands. For instance, we are introducing 600cc, 750 cc and a 1.5 liter bottles, which are expected to provide us with a better margin as raw material costs will be lower.
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Wrangyer and Black Up In January 2008, we purchased the assets used in the production of energy drinks and ready-to-drink coffee from Wrangyer Beverage Company Limited. We later changed the business name to Wrangyer Beverage (2008) Co., Ltd. This subsidiary produces and sells energy drinks under the Wrangyer brand and a ready-to-drink coffee under the brand Black Up. Wrangyer energy drinks are sold in glass bottles of 150 milliliters and Black Up in cans of 180 milliliters. Wrangyer was our first entry into the energy drink segment and Black Up into the ready-to-drink coffee segment; however Wrangyer has been sold in Thailand for over 10 years and is among the four top players in the local energydrink market. While we produce energy drinks at our Nakhon Pathom plant, which has a capacity of nearly 400 million units a year we outsource the production of Black Up coffee. Energy drinks are an interesting segment that offers the potential to grow further in Thailand. Most foreign shareholders will be unaware that energy drinks historically in Thailand have been positioned at the low end of the market and their position is incomparable with well known energy drinks sold in the West due to different market strategies. This is
an area that ThaiBev wishes to change over time. In Thailand today, energy drinks are about to become functional drinks, meaning that they are seen by us more as â&#x20AC;&#x153;water plus vitaminsâ&#x20AC;?. They are currently regulated by the Thai Food and Drugs Administration (FDA) due to the caffeine they contain and this has led to some restriction on advertising. The next step therefore has to be caffeine-free energy drinks that will allow us to promote the beneficial qualities of functional drinks more. There are several methods of producing energy drinks without caffeine, sometimes known as bio-energy drinks. Natural alternatives to caffeine are well-known and this is an avenue that we are currently pursuing. Wrangyer Beverage Co., Ltd. had revenue of Baht 491 million in 2008 and net profit of Baht 3 million. It represents 0.5% of ThaiBevâ&#x20AC;&#x2122;s total revenue and 0.03% of our net profit.
Fruit Juice SPM, which was acquired in 2007, produces high-end fruit juices among other products. We believe this line has much potential and the company has the potential to manufacture a wider range of soft drinks.
Lime and Pear Panya 2 shots Mekhong
In a mixing glass, muddle the pear,
3/4 shot freshly squeezed lime juice
ginger and sugar into a paste.
1/2 shot elderflower cordial
Add Mekhong and the rest of the
1 bar spoon of sugar
ingredients. Add ice and shake
1/4 fresh pear, cut lengthways
vigorously for 7-8 seconds.
3 thumbnail sized slices of
Strain into a rocks glass over ice.
fresh ginger root
Garnish with torn Kaffir lime leaf.
1/2 Kaffir lime leaf
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Tea and Japanese Restaurants The Oishi was acquired with the intent and purpose of entering the lucrative ready-to-drink tea business and expanding our line of soft drinks as this segment has a compound annual growth rate of 47% over the past five years. Oishi holds 71% of the segment and continues to grow. ThaiBev kept Oishi management in place after the acquisition due to the excellent job they have done in growing the company. The added value that ThaiBev can provide to Oishi is as a distributor. In this case, ThaiBev, will contribute more growth in traditional trade channels while a distribution agreement with Serm Suk was renewed for a further three years due to its distribution to channels not covered by ThaiBev. In 2008, its revenue grew 30.4% due to successful promotions and new products. Profit grew at a lower rate due to higher costs of production and advertising and promotion expenses due to an investment in a new brand of ready-to-drink coffee called Coffio. Coffio is positioned at the upper end of the market, and does not compete directly with our other product Black Up, which is positioned at the lower end of the market. The key growth drivers for Oishi non-alcoholic beverages in general came from its PET 350cc packaging and Tetra Pak 1000cc packaging in 2008 with Black Tea with Lemon its most popular drink. Future growth will come from continued promotion within retail outlets and more promotions. Oishi will add new flavors and pack sizes for green tea 2008-2009, with one liter and 250ml packages for its popular black tea, with a new pack design. The mixed berry flavored tea will soon come in a 250ml pack. In future, the Oishi outlets will be used as venues to test consumer acceptance of new ThaiBev products before they are officially launched. Oishi has 109 food outlets at 61 sites in Thailand and opened 19 new outlets in 2008. The Buffet and Shabushi outlets were the main drivers of sales growth and profit increased at a higher rate than 2007 as a result of food cost control and an additional margin from packed foods. The key drivers of growth in the food business are the Shabushi restaurants, Oishi Buffet restaurants and packed foods. In future, we can exploit these outlets further by continuing a very successful Buffet’s seasonal menu “Celebration of Nature” which offers customers a change of food available at regular periods. We also intend to introduce a tailor-made Ramen menu and a seasonal Shabushi menu that should continue to attract old and new customers. A television advertising campaign will create awareness of these menu varieties. In 2009, Oishi will also see the introduction of a new brand of franchise restaurants called Maido Okini Shokudo, a home cooking style from the Osaka region of Japan. The emphasis will be on quality and originality. In 2009, Oishi management expects to see a decrease in most raw material prices, and due to the popularity of its products it is not expecting the global financial crisis to affect its investment policy as its brand building and capital expenditure are focused on future growth. Moreover, its sources of funds are mainly from its own operations and some short term debt only. Oishi had total revenue of Baht 5,952 million in 2008 and net profit of Baht 592 million, representing 5.7% of ThaiBev revenue and 5.6% of our net profit.
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IN N TE ERN N ATIION N A L BU USINES SS
Thailand
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In last year’s annual report, ThaiBev introduced our overseas businesses. This year, we highlight how the business has progressed over 2008. Since listing, ThaiBev has implemented a strategy to allow it to expand overseas. Our wholly-owned subsidiary, International Beverage Holdings Limited (“IBHL”) is charged with this task. In 2008, IBHL had offices in six countries and commenced active promotion of sales to countries like the USA, UK, Australia, and others of two of ThaiBev’s products, Chang beer and Mekhong. Expansion will also include whiskies and other premium spirits made in Scotland by IBHL’s subsidiary Inver House Distillers Limited (“Inver House”). Offices and Subsidiaries IBHL is incorporated in Hong Kong and currently has subsidiaries in six countries: • • • • • •
InterBev (Singapore) Limited InterBev Malaysia Sdn. Bhd. InterBev (Cambodia) Co., Ltd. International Beverage Holdings Limited USA, Inc. International Beverage Holdings (UK) Limited and subsidiaries including Inver House Distillers Limited Best Spirits Company Limited
United Kingdom India Russia
France Australia
Sweden
USA
Canada
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MILESTONES
2003
2006 2006
OCTOBER Thai Beverage was established as a holding company for the alcohol beverage business
OCTOBER MAY Thai Beverage successfully listed in the Singapore Exchange main board
Acquisition of Pacific Spirits UK (PSUK), owner of Inver House Distillers in Scotland and acquisition of Best Spirits Company Limited
Overview Our global operations are managed out of our four regional headquarters located in Hong Kong, Singapore, North America and the United Kingdom together with our major Scotch whisky operations in five distilleries in Scotland.
Strategy Identifying and establishing an appropriate route to market is one of IBHL’s key strategies, whether wholly owned or third party is subject to the market, what we want to achieve there and the market circumstances. Firstly, we seek out distribution partners in the target market. Then - in the case of beer – if we could sell sufficient volume, we would consider contract brewing or purchasing a brewery locally. This is because beer has a lower profit margin than spirits, and the ability to cut down on international transportation costs would greatly enhance the profitability of the product. However, investors should be aware that we are still far from achieving the kind of volumes that would make such an investment worthwhile. For now, Chang is able to sell for a higher premium as it is still considered a genuine imported beer brand in many developed markets and thus today we enjoy acceptable margins even taking into account shipping costs. Where we want to strengthen our presence, we are actively considering investing in existing businesses or start-up companies. Due to the need to identify projects that offer good value, any investment made would have to offer
an internal rate of return (IRR) of not less than 10%. In any investment, IBHL will consider value and potential synergy over price. Initially, IBHL is focusing on flagship brands – Chang beer, Mekhong (branded overseas with the legend: “the Spirit of Thailand”), its single malt whiskies, Balblair, Old Pulteney, Speyburn and anCnoc and blended scotch whiskies such as Hankey Bannister - plus a new super-premium gin brand to be produced in the UK and a super-premium rum brand, both to be launched in 2009. IBHL has identified key focus markets for each brand and is directing its efforts and resources at these “brand market units” (BMU's). IBHL intends to be a global player with a comprehensive portfolio of products. Annual Report 2008
80
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We also believe that local partners and management are ways of moving into new markets without a steep learning curve. Key international executives are internationally sourced, and chosen for their long experience in the business. We are also assembling a strong talent pool in the areas of Sales and Marketing from candidates with wide-ranging experience across both beer and spirits. We are doing this by recruitment and through the integration of the Inver House commercial team. We are at the same time building a strong platform of marketing expertise. By employing high-quality, experienced management, IBHL intends to expand faster than it would otherwise be able to do. In some markets, strong local partners will be sought to assist us to work with local distribution networks and overcome indigent cultural and business practice hurdles.
Redesign of core Thai products for key export markets We aim to build a strong and unique brand presence in all our core target markets throughout the world and 2007 has already seen the repackaging and successful launch of the iconic Chang Beer and Mekhong brands on the international stage. Chang Beer has been repackaged and recently relaunched in the major developed imported beer markets including USA, UK, Western Europe and Australia with a focus on the premium segment of the imported beer market. Mekhong has also been revamped to appeal to the more discerning spirits drinkers. It will be sold through mixology and cocktail bars as well as high-end hotels and restaurants across Europe and North America with the help of its Thai-inspired collection of cocktail recipes. A recent marketing effort in New York has seen the promotion of the Mekhong brand in 150 top on- and off-trade accounts across Manhattan.
Organizational Successes Following the successful acquisition of Inver House in 2006, the synergies of the project are now becoming apparent. The integration of Inver Houseâ&#x20AC;&#x2122;s commercial team into IBHL was a challenge eased by the professionalism of both
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sides. This led to the successful launch of the new corporate brand “International Beverage” - complete with new corporate ID - to our customer base globally. Similarly, the Chang UK team was integrated into the new International Beverage team and restructured to better develop the brand in 2009. IBHL does not sell directly to consumers and does not own any retail outlets but sells to wholesalers, distributors and other dealers.
Human Resource Development The successes of International Beverage could never have been achieved if not for the quality of our workforce. To ensure quality, the Company takes the time to build teamwork and raise their knowledge and skill level regularly. In 2008, we held a company day to focus on team building, building our brands and to raise awareness of alcohol abuse. Moreover, we have a structured training plan in place for 2008 following on from training identified in staff appraisals. In Asia, there are two major sales teams, North Asia and ASEAN. An Asia Workshop was held to develop better cooperation between the North Asia and ASEAN teams and foster stronger links with our central marketing team. Of great pride to us was an acknowledgement of the standards we set in training last year, Inver House was awarded a certificate as an Approved Centre to offer Scottish Vocational Qualifications. As such, we hold a spirits industry vocational qualification course for our Warehouse and Distilleries Team to formalize training requirements and to meet health and safety regulations. We also have a two year Modern Apprenticeship, introduced in January 2008, in Storage and Distribution.
Information Technology One of the earliest considerations when setting up IBHL and prior to the acquisition of Inver House was the eventual integration of these subsidiaries into ThaiBev’s organisational system through technology. ThaiBev uses SAP software in Thailand and initially implementing it jointly in the UK and Hong Kong will be a critical move to provide IBHL with a best practice international-standard accounting system. The aim is eventually to bring IBHL information into the Company in the most fluent way possible. To achieve this, we will need to replace existing ERP, sales and financial applications across IBHL and expand the integration to include timely, effective and accurate information sharing with ThaiBev. The aim is to achieve synergy of applications, data and transfers as simply, effectively and efficiently as possible.
Our Markets Chang and Mekhong were officially launched in the UK in October 2007. However, in that time, the Company has seen some remarkable progress due to a series of branding campaigns to boost awareness utilizing both the Everton Football Club sponsorship and our strengthening distribution within the Thai restaurant channel - for instance, a Mystery Drinking campaign supporting promotion to 180 on-trade accounts incentivise staff to recommend Chang, and several joint ChangMekhong launch events in selected targeted outlets nationwide to raise awareness and provide celebrity exposure to both products. Australia has also emerged as one of Chang’s key export markets where we are now the Number One selling Asian beer brand, achieved by conducting the largest Chang Beer sampling activity ever by our retail partner there, Woolworth’s. In addition, a large number of high profile, flagship accounts have also been opened in Las Vegas, New York and Dubai that ably support our new premium positioning and act as a ‘shop window’ to raise brand awareness with target consumers as we extend our distribution footprint. As beer is a high volume product, Chang was able to raise its profile faster in the UK with monthly sales volume increasing 17.67% in 2008 compared to 2007, while annual sales volume increased a dramatic 24%. Investors should be aware though that a rule of thumb is that a new product will take two to three years to become established in the minds of consumers.
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Chang and Mekhong Performance Chang surprised many aficionados in the beer world when it won the Monde Selection Beer Award in 2008, but our marketing team has been careful to raise awareness through tastings in all new markets where the brand name is still relatively unknown. We have concentrated on the branding of Chang as a quality imported beer. This year we were also awarded a gold medal and an exceptional rating in the World Beer Championships where Chang bettered 31 Other Pale Lagers with an “Exceptional” Rating by the Beverage Testing Institute. Chang earned an impressive 90 points in the 2008 World Beer Championships and was awarded a gold medal in the Pale Lager Division with an “Exceptional” rating by the Beverage Testing Institute judges. One of the ways we have measured the loyalty and the extent of the international following of the brand is through our website (www.changbeer.com), which has received tremendous interest from the public with almost 65 thousand visitors since launch. Part of the interest lies in promotions (depending on the market) and the updated list of where to purchase Chang. New sites in the USA and Australia will assist Chang enthusiasts to locate their nearest outlet. We have been careful to launch Chang in prestigious establishments in the UK to enhance its premium qualities, for instance in London’s most well-known Thai restaurants such as Blue Elephant, Mango Tree and Patara among others. Chang also featured in the BBC’s Good Food Show in Birmingham. The seeding of the brand is now complete and availability is high across the Thai restaurant channel in international markets. The next steps for the brand will comprise moving into the broader beer market and building volume within both the off and on trade.
Expansion of Distribution into new Markets International Beverage implemented a comprehensive expansion plan in 2008 that targeted entry into several new markets.
The US Welcomes Chang and Mekhong The United States of America is potentially the largest and most lucrative market for International Beverage in the long term. Chang is sold in the United States as a super-premium, 100% barley malt, imported beer. International Beverage positions it as a best-selling Thai beer with an initial target of Thai and Asian fusion restaurants, with the potential to break out into the mainstream imported beer segment. Chang was formally launched in the US in June 2007. Throughout the United States, Chang is sold to over two thousand Thai and Asian Fusion Restaurants which is approximately three-quarters (75%) of the targeted 3,174 restaurants in the states where we have launched Chang Beer. Chang is now distributed in 22 states around the USA and available in several major grocery chains throughout the western USA. In Texas, Chang is now acknowledged as the best-selling Thai beer in the state. Chang was also the featured beer at the celebrations for His Majesty the King of Thailand’s birthday at the United Nations in New York. Since the July 2007 launch, Chang cased sales volume has increased approximately 134%, making Chang among the fastest growing brands of beer imported into the USA. Shipments in each quarter of 2008 exceeded the previous quarter and the same quarter in 2007 while depletions (distributor sales to retailers) have risen progressively with each succeeding quarter since launch. Following the launch of Mekhong, positioned in a unique Thai spirit category, in the United States of America in mid-2008, the Company expects that the brand will be available for sale in 16 states by the end of the first quarter in 2009. As a result of a successful Market Pressure Test conducted in New York, consumers can now enjoy Mekhong in over 100 exclusive, trend-setting bars, taverns, restaurants and night clubs across the city, where the brand is beginning to enjoy a cult following among the city’s opinion leaders.
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While the focus has been in the New York area, given its influence in the estimated US$50 billion cocktail market in the United States, the intention is to roll this activity out across other target states in the US.
Chang Goes Down Under One year on from Chang Beer’s successful launch in Australia’s Woolworths nationwide chain store and with depletions to store totalling just under 100,000 cases, International Beverage conducted a summer sampling campaign at Woolworth’s that was highly successful. Investors should note that this was the biggest ever sampling campaign
Thai Dream
Annual Report 2008
50 ml Mekhong
Muddle ginger with syrup, then
15 ml Coconut Cream
firmly shake with plenty of ice and
15 ml Fresh Lime Juice
double strain into Martini glass.
10 ml Sugar Cane Syrup
Garnish with mint spring and
4 Slices of Fresh Ginger
sprinkle with grinded coconut flesh.
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conducted by Woolworth’s in Australia and reflects their belief in, and commitment to, the Chang brand. The campaign was conducted within three of Woolworth’s branded outlets and ALH, which is Woolworth’s on-trade liquor chain with 284 branches, and promoted Chang Beer with a food promotion campaign. Our extensive consumer research revealed that once consumers taste Chang, they can be converted to include it in their beer repertoire. Chang was also the leading beverage in the chain’s ‘World Class Collection’ Christmas pack. The result of this activity has been a rise in sales volume of 47% if compared with 2007. In December 2008, the Company launched support for the summer campaign on a new website commencing with a ‘win a Chang cooler’ offer. The website data can be used to capture data in preparation for 2009 activities.
Expanding Further Afield Entry from the UK into Europe commenced well with a launch in France resulting in sales volume rising 49% from 20072008. International Beverage is in the planning process to launch in stores in 2009. Both Chang and Mekhong entered the Netherlands, Germany, Belgium, Austria and Switzerland markets in 2008. Although it is too soon to say how this market will perform in future, initial sales are higher than expected. However, a complete plan is in place for further growth in 2009. Within the Association of South East Asian Nations (ASEAN) and perhaps most especially in Singapore, the Company has restructured its distribution network and leveraged the strength of Chang Beer in the distributor’s portfolio to introduce Inver House’s anCnoc single malt Scotch whisky, initially in various on-premise outlets in Singapore. We launched Chang and Mekhong in the United Arab Emirates (UAE) in July 2008 with African and Eastern, one of only two importers and retailers of alcoholic beverages in Dubai. Chang beer is already listed in more than 45 top-tier 4 and 5 star hotels in Dubai, including the newly opened Atlantis in Palm Jumeirah, and the well-known Buddha Bar. Both Chang beer and Mekhong will be available in Qatar, with agreements for both brands at Qatar Distribution Co. (QDC), the only importer, distributor and retailer of alcohol beverages in the country. We also launched Mekhong in Sweden with a programme of events in on-trade outlets like restaurants and bars. This was very well received, particularly in the ski resorts. Our target is to achieve a Systembolaget monopoly listing during 2009. It was also launched through the BCLDB monopoly stores in British Columbia, Canada, in 2008 and through some on-premise channels. A roll out into cocktail bars across the UK and Western Europe remains a priority over the coming months. After two years of activities, the progress made has been satisfactory, with Chang Beer sales volume overseas rising 213% from 2006 to 2008, while sales value from 2006-2008 rose 296%. Mekhong over the same period (2006-2008) has seen sales volume rise 165%, while sales value has increased 729%.
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FOCUS ON... INVER HOUSE DISTILLERS The Scotch whisky distillery group plays an important strategic role in covering the upper reaches of the alcohol beverage portfolio and providing access to a broader range of markets to the whole of Thai Beverage since its acquisition in 2006. A critical issue that has emerged in 2008 is the sudden rise of single malt whisky sales in key markets such as the USA. Investors should be aware that in this industry, we have to foresee the business at least 10 years into the future, as that is the length of time it takes for a premium whisky to mature.
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To maintain the growing profitability of the Company due to single malt whiskyâ&#x20AC;&#x2122;s rising popularity, the sales of bulk supplies were modestly curtailed to allow Inver House to bottle more whisky under its own brands in the future. However, the Company is aware that it has many important strategic customers that need its continued supply and profitable relationships with bulk customers have been managed to our satisfaction. Inver House does not own any retail outlets itself and sales are made to on-premise and off-premise (also called on-trade and off-trade) outlets, either directly or through agents and distributors. The synergy of the acquisition of Inver House has been bearing fruit throughout 2008 as IBHL is able to share headquarters space in Airdrie, Scotland, with Inver House and integrate the businesses together. ThaiBev itself has formed a strong technical liaison with Inver House to exchange ideas and expertise for the benefit of both companies. One example of this liaison is the successful development of Drummer Blended Scotch Whisky, which is now sold in Thailand and Australia. The demand for Inver Houseâ&#x20AC;&#x2122;s quality products is evident in that distillery production output is at 90% of maximum capacity despite a challenging market in terms of malted barley and cask supply. A new premium packaging line is expected to be installed in 2009 that will help eke more profitability from those products.
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Annual Report 2008
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Brand Performance Whilst Inver House has a range of single malt whiskies and blended whiskies, all at various ages, we want to discuss some of the key brands here that have a critical role in Inver House’s current and future success.
Old Pulteney One of the keys to Inver House’s success since its acquisition is the fact that ThaiBev, through IBHL, has invested in its brands. Old Pulteney, for instance, is a single malt whisky that is created in Scotland’s most northerly mainland distillery in the town of Wick. It has a distinctive salty tang of the ocean that single malt connoisseurs rate highly. The 17-year-old won the “Gold: Best in Class” award and the 12-year-old won a Gold at the International Wine and Spirits Competition (IWSC) in 2008. The 21year old and 12-year-old won the “Master” award at the Scotch Whisky Masters. This brand value creation has enabled Old Pulteney cased sales volumes to rise in its key markets, compared to 2007, with volumes to the USA up 173% and in the UK up 5%. In the UK, we have managed to secure some key multiple retail off-trade listings within, for example, Sainsbury’s, Tesco, Asda, Waitrose, Oddbins and Makro. Availability now in Asda includes 234 outlets nationwide and in the case of Tesco, the number of stores stocking the brand has increased from 105 Scottish stores to 273 stores nationwide in 2008. This has delivered 116% of volume growth versus 2007. In Sweden, 12-year-old Old Pulteney is now ranked the number three single malt Scotch whisky in the market. The Old Pulteney limited edition 1990 release sold 70% of its annual target within the first few weeks after launch and won the Gold Medal at the annual Stockholm Beer and Whisky Festival. A successful week-long Old Pulteney roadshow and other promotional activities in Mexico were very well received along with anCnoc and Balblair. Cased volume growth in Central and Eastern Europe is up 71% and a relatively new market, Russia, saw cased sales volumes rise 736% in one year.
Balblair Balblair Distillery, located in the Northern Highlands of Scotland was founded in 1790 on the shores of the Dornoch Firth in the village of Edderton. The brand was repackaged and relaunched in 2007 and immediately became a sensation among the cognoscenti. Unlike most whiskies, which inform the number of years a whisky has been matured, Balblair’s label boasts the year it was made, like a fine wine. The 2008 release of Balblair 1965 was the highlight of the year and with a recommended retail price of £1,250 per bottle, Inver House has established itself in the higher reaches of whisky producers in Scotland. Balblair 1965 was distilled on March 23, 1965 and slowly matured in single American oak ex-sherry casks, then bottled in its purest form at natural color and a strength of 52.3%. To demonstrate its exclusivity only 350 bottles of this rare vintage were produced.
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Thanks largely to Inver House’s success in re-launching Balblair, and the subsequent investment in brand building, total cased sales volumes increased 11% in 2008 compared with 2007. Also, following the successful launch of 1986 and 1990 vintages, the Company was able to increase volumes to travel retail outlets, such as airports, by 245%. Balblair cased sales volume in the United Kingdom was below the number sold in 2007 by 650 cases – but here the story lies in the re-positioning of the brand as net contribution increased 29%, due to the change from high volume/low margin to limited release, premium-priced vintages. Some of the premium accounts for Balblair include Nicolas
Wine Stores, Forth Wines, Gordon and MacPhail, The Whisky Shop Group, Loch Fyne Whiskies and Royal Mile Whiskies. Balblair ’89 won the prestigious Spirit of the Fringe Award in 2008, voted for by members of the public attending Royal Mile Whiskies Fringe tasting event. France continues to be the most important European market for Balblair. After the repositioning launch in 2007, Balblair managed to keep and further strengthen his position in 2008. A French resident brand ambassador for Balblair was hired in collaboration with Groupe Quartier Francais. He will grow the brand in selected, specialist,
off-trade and on-trade accounts and facilitate partner events. The result of our activities in France in 2008 was a 29% increase in cased sales volumes.
anCnoc anCnoc is produced at Knockdhu distillery in Aberdeenshire, established in 1894. One of the stand-out anCnoc releases now available is the 16-year-old. This whisky represents the Company’s first permanent range extension. It is the only anCnoc available which has been wholly matured in American oak casks, while previous releases have been finished in Spanish sherry barrels. Another popular bottling is the 1975, which comprises spirit matured in a mixture of ex-Sherry and ex-Bourbon casks. Within the UK, we have refocused our spending on advertising and publicity activities and placed less emphasis on price promotions. This has successfully led to an increase in net contribution. It is expected that the cased sales volume will grow as the brand’s awareness grows. New listings generated for the 16-year-old within Oddbins and key specialist retailers have been very positive. In 2008, Inver House successfully negotiated entry into the Sweden’s monopoly liquor stores for 12-year-old anCnoc and this arrangement will be effective in 2009. Overall, in 2008 cased sales volume for anCnoc rose 21% over 2007 with excellent growth in all export markets, in particular Russia. In Central and East Europe in general, cased volumes were up 69%.
Speyburn Speyburn Single Highland Malt Scotch Whisky was first produced on the December 15, 1897, the diamond jubilee year of Queen Victoria. Speyburn is the only distillery to use the fresh spring water of the Granty Burn, one of the major
Thai Punch 35 ml Mekhong
Shake and strain and serve in
1 Orange & Ginger Jam
a hi-ball glass and garnish with
50 ml Cranberry Juice
orange and ginger.
Top Ginger Beer 1 Drop of Campari Bitters
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tributaries of the River Spey. Speyburn has probably been Inver House’s most widely-known product in the USA and the successful launch of a new Speyburn bottling, called Bradan Orach in 2008 was rapidly taken up, entering over 200 new outlets in Florida alone. The 25-year-old also won the ‘Gold: Best in Class’ award at the IWSC in 2008. In line with the strategy of increasing the brand’s presence within the UK trade, new listings have been achieved in, for example, Wm Morton Wholesalers and JD Wetherspoons (Scotland). As the Central and Eastern market has risen for all our abovementioned whiskies, we also saw cased volumes of Speyburn rise 10% there in the past year.
Hankey Bannister The original Hankey Bannister partnership was formed in 1757 by Messrs Hankey and Bannister. Hankey and Bannister became established as one of the finest suppliers of wines and spirits in the UK with a customer base that boasted the Prince Regent, William IV and the Dukes of Norfolk and Queensberry. Hankey Bannister was also known to be a favourite drink of Sir Winston Churchill, Britain’s wartime Prime Minister. Exported to over 47 countries worldwide, it has a major presence in all major European markets with other key markets including South Africa, Latin America and Australia. Hankey Bannister now performs exceptionally well in the travel retail sector. The 40-year-old bottling released last year was voted World’s Best Scotch Blended Whisky at the World Whisky Awards in Spring 2008. Casks of 40-year-old Hankey Bannister were found nestled within one of its warehouses by Master Blender, Stuart Harvey, who recognised them as containing some of the world’s most coveted whiskies from forgotten Scottish distilleries. A limited release of the unique dram is now taking place, with a one-off special bottling complementing an already significant year in 2008 for Hankey Bannister – its 250th anniversary. The Middle East and South Africa now account for just under 50% of Hankey Bannister cased sales volume, with further growth anticipated in 2009. In Central and Eastern Europe, the brand saw cased volume rise 21%. The brand grew approximately 13% in volume over a one year period and outperformed its target for 2008.
Catto's Catto's blended Scotch whisky, first produced in 1861 by James Catto, a highly regarded and world famous merchant and Scotch whisky blending pioneer, is a blend of malt and grain whiskies. The brand grew approximately 18% in cased sales volume over the year, exceeding the volume target set by Inver House. In 2008, Catto’s was relaunched in off- and on-premise outlets in Chile, Ecuador, Peru and Uruguay. Cased sales volumes for Latin America rose 15% from 2007 to 2008. In Central and Eastern Europe, Catto’s cased volume rose 33%.
Duty Free Listings One of the hardest listings to achieve has always been the duty free channels at international airports. Inver House targeted these outlets globally in 2008 and here are some of their successes. James Richardson duty free has the complete anCnoc range and Balblair 1997 and 1990. These are now listed at Ben Gurion Airport, Tel Aviv, Israel. anCnoc 12-year-old; Balblair 1990 and Old Pulteney 12-year-old are now available through Heinemann duty free at Frankfurt Airport in Germany. Alpha duty free now lists anCnoc 12-year-old and Balblair 1997 at Indira Gandhi Airport in New Delhi, India, which plays host to the 2010 Commonwealth Games. Hankey Bannister 40-year-old is now available in the duty free shops at Mauritius Airport (Mauritius); Antalya Airport (Turkey). Over in the Caribbean, we have had successful launches at duty free outlets of Old Pulteney, anCnoc and Balblair in the Dominican Republic and Panama. Old Pulteney and Balblair are now being sold in St. Martin duty free.
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Management Discussion and Analysis Performance for the year ended December 31, 2008
On September 30, 2008, the Company acquired 43.9% interest of Oishi Group Public Company Limited (Oishi), a Thai company currently listed on the Stock Exchange of Thailand and sold all its shares of Thai Alcohol Public Company Limited (Thai Alcohol). Oishi is principally engaged in the Japanese restaurant business and the manufacture and distribution of food and beverages. As the same ultimate controlling shareholder of the company controlled Oishi both before and after the acquisition, the business combination has been accounted for in a manner similar to a pooling of interests and the assets, liabilities and contingent liabilities of Oishi acquired by the Company have been accounted for at book value. The Company has included the assets, liabilities, revenues and expenses of Oishi in the consolidated financial statements as if the acquisition took place at the beginning of 2007. The difference between the consideration paid by the Company and the carrying amounts of the net identifiable assets of Oishi at the date of the combination was accounted for under the balance sheet item “difference arising from common control transactions”, totalling Baht 2,079 million. Oishi operations will be reported separately in two business segments; a new segment called food and the current segment called non-alcoholic beverages. The consolidated financial statements of 2007 have been restated for comparison with 2008. The Company made a tender offer for the remaining shares of Oishi at the same purchase price paid by the Company and acquired an additional amount of about 46.0% of the shares. The difference between the consideration paid by the Company for the tender offer shares and the carrying amounts of the net identifiable assets at the date of combination was accounted for under the balance sheet item “goodwill”, totalling Baht 2,178 million. The Company now holds 89.9% of Oishi following the tender offer. For the year 2008, only 9 month operations of Industrial Alcohol business segment were shown due to the disposal of all shares of Thai Alcohol on September 30, 2008 while full year operations were shown for the year 2007. The Company has expanded the non-alcoholic beverage business by acquiring assets from a Thai company who engaged in the production and sales of energy drink and
Annual Report 2008
ready-to-drink coffee, and commenced this business in the first quarter 2008. The soda water and drinking water business will no longer be presented with the beer business but will be presented under non-alcoholic beverage business. Due to the small turnover of soda water and drinking water in the previous periods, the segmental information for the same period of 2007 was not restated to compare with that of 2008. The business segments given in our results consist of Beer, Spirits, Non-alcoholic beverages, Food and Industrial Alcohol. From January 15, 2008 onwards, all alcoholic drinks were charged 1.5% of excise tax to subsidize the Thai Public Broadcasting Service (TPBS). Currently, the Company pays excise tax, municipal tax (which is 10% of excise tax), a Health Promotion Fund contribution (which is 2% of excise tax) and now, TPBS tax (which is 1.5% of excise tax). The Company has already increased the sales price of products to cover the TPBS tax. Since January 1, 2008, the Company changed its accounting policy regarding goodwill to comply with Thai Accounting Standard (TAS) 43 (revised 2007) “Business Combination,” which is effective for accounting periods beginning on or after January 1, 2008. In the previous periods, goodwill arising from business combinations was accounted for at cost less accumulated amortization over the estimated useful life. Currently, goodwill is measured at “cost less any accumulated loss after doing an impairment test”. There was no impairment loss in the carrying value of goodwill as at December 31, 2008. The financial statements for the year 2007 have not been affected by this change in accounting policy.
Group For the year 2008, total sales revenue of the Company was Baht 105,257 million, an increase of 0.1%, or Baht 149 million, from Baht 105,108 million of the previous year, due to an increase of sales revenue from the spirits business of 12.6%, the non-alcoholic beverage business of 55.2% and the food business of 29.3% although this was accompanied by a decrease in sales revenue from the beer business of 19.1% and the industrial alcohol business of 7.6%.
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Gross profit was Baht 28,701 million, a decrease of Baht 2,583 million, or 8.3%, due to lower gross profit in beer business of 38.3% although gross profit in the spirits business rose 5.4%, while the non-alcoholic beverage business grew 29.3%, the food business grew 26.7% and the industrial alcohol business grew 1,550.0%. Earnings before interest, tax, depreciation and amortization (EBITDA) was Baht 20,607 million, a decrease of Baht 1,522 million, or 6.9%, due to decreases in the beer business of 55.3% and the food business of 14.3% while there was an increase in the spirits business of 10.9%, the non-alcoholic beverage business of 9.7% and the industrial alcohol business of 852.3%. Net profit was Baht 10,606 million, a decrease of Baht 337 million, or 3.1%, due to lower net profit in the beer business of 80.1%, the non-alcoholic beverage business of 58.4% and the food business of 17.1% although there was higher net profit in the spirits business of 9.6% and in the industrial alcohol business of 284.5%.
Beer Business For the year 2008, sales revenue was Baht 38,458 million, a decrease of Baht 9,099 million, or 19.1%, mainly due to the decrease of beer sales volume. Total sales volume of beer was 773.2 million litres, a decrease of 19.2%.
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Gross profit of Baht 6,486 million decreased by Baht 4,031 million or 38.3%, mainly due to the decrease of sales volume and higher cost of raw materials and packaging materials.
Net profit of Baht 9,659 million increased by Baht 843 million, or 9.6%, mainly due to the increase in gross profit and a decrease in interest expenses.
EBITDA of Baht 2,923 million decreased by Baht 3,614 million or 55.3%, mainly due to the decrease of gross profit although there was a decrease of sales promotion expenses.
Non-Alcoholic Beverages Business
Net Profit of Baht 338 million decreased by Baht 1,364 million or 80.1%, mainly due to the decrease of sales and the higher cost of materials although there was a decrease in interest expenses.
Spirits Business Sales revenue in the year 2008 was Baht 59,586 million, higher than the year 2007 by Baht 6,646 million, or 12.6%, mainly due to the increase in the selling price. Total sales volume of spirits was 436.8 million litres, a decrease of 2.1%. This is attributed to the white spiritsâ&#x20AC;&#x2122; sales volume declining by 4.3% to 315.3 million litres, although brown spirits sales volume increased by 3.9% to 121.5 million litres. Gross profit of Baht 20,038 million reflected an increase of Baht 1,021 million, or 5.4%, mainly due to the increase in the selling price. EBITDA of Baht 16,215 million increased by Baht 1,598 million, or 10.9%, mainly due to the increase in gross profit and a decrease of sales promotion expenses which compensated for an increase in idle cost and staff cost.
Annual Report 2008
The Company has started to report Oishi operations which consist of green tea drinks and other nonalcoholic beverages, in addition to energy drinks, readyto-drink coffee, soda and drinking water, from the third quarter 2008 onwards. Full year operations of Oishi were included in both 2008 and 2007 figures. Energy drinks and ready-to drink coffee operations commenced in the first quarter of 2008 and are included in the 2008 report only. Soda and drinking water operations were included in the non-alcoholic beverage business of 2008 only. The 2007 soda and drinking water operations were included in our beer business and were not restated due to small numbers reported. Sales revenue for the year 2008 and 2007 amounted to Baht 3,953 million and Baht 2,547 million respectively. Gross profit for the year 2008 and 2007 amounted to Baht 971 million and Baht 751 million respectively. EBITDA for the year 2008 and 2007 amounted to Baht 599 million and Baht 546 million respectively. Net profit for the year 2008 and 2007 amounted to Baht 164 million and Baht 394 million respectively.
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Food Business
Liabilities
Sales revenue in the year of 2008 was Baht 2,636 million which reflected an increase of Baht 597 million or 29.3%, mainly due to more number of branches and sales promotions.
Total liabilities as at end of December 2008 was Baht 26,058 million, increased by Baht 747 million, or 2.9%, compared with the end of 2007. This was mainly due to the issuance of short term bills of exchange amount of Baht 5,000 million.
Gross profit of Baht 1,096 million increased by Baht 231 million or 26.7%, mainly due to higher sales.
The maturity of loans are as follows:
Unit: Million Baht
Within December 2009
EBITDA of Baht 282 million decreased by Baht 47 million or 14.3%, mainly due to higher staff costs and sales promotion expenses.
14,026
During January – October 2010
3,265
Total
17,291
Shareholders’ Equity Net profit of Baht 136 million decreased by Baht 28 million, or 17.1%, mainly due to lower EBITDA as mentioned above.
Industrial Alcohol Business For the year 2008, only 9 month of operations were shown due to the disposal of the issued share capital of Thai Alcohol on September 30, 2008. Sales revenue for the year 2008 and 2007 amounted to Baht 893 million and Baht 966 million respectively. Sales volume of Ethanol was 27.1 million litres and the average sales price was Baht 16.48 per litre, which was 0.1% lower than the year 2007. Sales volume of Alcohol 95 was 31.2 million litres and the average sales price decreased from Baht 14.81 per litre in the year 2007 to Baht 14.09 per litre in 2008.
Total shareholders’ equity as at the end of December 2008 was Baht 53,997 million, a decrease of Baht 3,097 million, or 5.4% compared with the end of 2007. This was mainly due to the increase of net retained earnings; annual profit deducted by dividend payment, cannot cover the increase of difference arising from common control transactions.
Liquidity Cash and cash equivalents, as at December 31, 2008, was Baht 1,917 million. The net decrease from the beginning of the period was Baht 671 million. Details of activities are as follows: Unit: Million Baht
Gross profit of Baht 87 million increased by Baht 93 million mainly due to higher margins. EBITDA of Baht 619 million increased by Baht 554 million, or 852.3%, mainly due to gain from the disposal of issued share capital of Thai Alcohol. Net profit was Baht 310 million, an increase of Baht 478 million or 284.5%, mainly due to higher EBITDA as mentioned above.
Financial Position Assets Total assets as at end of December 2008 was Baht 80,055 million, a decrease of Baht 2,351 million, or 2.9%, compared with the end of 2007. Current assets increased by Baht 569 million, mainly due to an increase in inventories. Non-current assets decreased by Baht 2,920 million, mainly due to depreciation of property, plant and equipments.
Net cash provided by operating activities
14,191
Net cash used in investing activities
(6,317)
Net cash used in financing activities
(7,250)
Net increase in cash and cash equivalents in period Adjustment from financial statement translation
624 (1,295)
Cash and cash equivalents at beginning of period
2,588
Cash and cash equivalents at end of period
1,917
Net cash provided by operating activities of Baht 14,191 million was mainly derived from net income of Baht 10,606 million and non-cash items from depreciation and amortization of Baht 5,021 million but deducted by increasing working capital and others by Baht 1,436 million. Net cash used in investing activities of Baht 6,317 million was mainly due to acquisition of subsidiaries and investment activities in property, plant and equipments. Net cash used in financing activities of Baht 7,250 million was mainly due to dividends paid.
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Financial Ratios
Current Ratio (times) Total Debt to Equity Ratio (times) Net asset value per share (Baht)
Accounts Receivable Turnover (days) Inventory Turnover (days) Beer Business Finished Goods Spirits Business Finished Goods (Excl. Legacy Stocks)
Dec.31, 08
Dec.31, 07
1.54 0.48 2.14
1.74 0.44 2.22
Jan. â&#x20AC;&#x201C; Dec. 08 6
Jan. - Dec. 07 6
32
15
68
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Shareholder Returns Dividends The current policy of the Board of Directors is to recommend to our shareholders a dividend of not less than 50% of net profits after deduction of all specified reserve, subject to investments plan and as the Board of Directors deems appropriate. For the financial year ended December 31, 2008, the Board of Directors has recommended total dividend of Baht 7,533.01 million.
Dividend for the year (Million Baht) Number of shares issued (Million shares) Interim dividend per share (Baht) Final dividend per share (Baht) Total dividend per share (Baht) Dividend payout ratio (%)
Year 2008
Year 2007*
Year 2006*
7,533.01 25,110
7,281.91 25,110
5,524.21 25,110
0.12 0.18 0.30
0.12 0.17 0.29
0.11 0.11 0.22
73.17
70.13
54.94
19.09
19.32
23.86
0.41
0.41
0.42
25,110
25,110
23,785
Return on Equity Return on Average Equity (%)
Earnings Per Share Earnings per weighted average ordinary shares (Baht) Weighted average number of ordinary shares for the year (million shares)
* Same figures per previous report
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RIS SK M A N AGEME EN T S T RA AT EG GIE ES Strategic Risk ThaiBev has created and implemented several strategies designed to promote growth in the long term. One of the most important is a policy called premiumisation, which entails diversifying our portfolio into premium categories and repositioning our economy products overseas to become more profitable. In the second quarter of 2008, we launched Federbräu beer and Drummer imported Scotch whisky, both premium products that can assist grow out profitability over time. By rebalancing the portfolio upwards and marketing them abroad, such as in the USA, Europe and Australia, we diversify the risk of being in one category or in one market alone. In 2008, the acquisition of Oishi gave us access to the profitable green tea and Japanese restaurant market for the first time and the acquisition of Wrangyer gave us access to the energy drinks market.
Market Share Risk With the current global economic situation, there is little or no growth in the alcoholic beverage sector, creating considerable competition that we must mitigate if we are to avoid any impact on our financial results. Over the past year we believe there has been no real problem with our market share of the white spirits market, even though a new competitor has commenced operations, but at a time when the economic situation, since the beginning of last year, started to deteriorate and white spirits consumption declined, causing our competitors to use every method to create market share in order to survive. ThaiBev will have to carefully protect itself from losing market share in this sector. Competition in the beer segment is expected to become stronger for similar reasons as white spirits, that is, no one expects the market to grow. We therefore have to use strategy to increase our market share. Should we lose market share in the economy beer sector, this may have an effect on our future revenues and profits.
Regulatory Risk Premium customers are less sensitive to price rises due to higher taxes, and by entering foreign markets and the
non-alcoholic beverage sector we will have no effect from alcoholic beverage tax changes. ThaiBev is focusing on improving our distribution network as this is our main strength and a key success factor. Distribution together with good quality control and improved packaging can alleviate alcoholic beverage marketing restrictions under the Alcohol Control Act of 2008. Our risk management committee encouraged the Companyâ&#x20AC;&#x2122;s production facilities to meet ISO 14001 (2004) standards to meet with even the strictest environmental regulations. All three breweries now meet this standard and 16 out of 18 distilleries do. The final two distilleries are expected to meet ISO 14001 (2004) standards soon. Moreover, biogas facilities are being installed in five factories to take methane gas, which is a byproduct in alcohol production, and use it as an energy source to replace bunker fuel. This will also help to reduce environmental problems associated with the smell of methane. The five distilleries are the S.S. Karnsura distillery, in Ubon Ratchathani Province, the Athimart distillery in Buri Ram Province, the Fuengfuanant distillery in Prachinburi Province, the Kankwan distillery in Khon Kaen Province and the Nateechai distillery in Surat Thani Province. We expect the project to be completed in the third quarter of 2009. Our breweries received ISO 22000 (Food and Safety Management) certification in 2008, and the expected certification of our distilleries soon, makes ThaiBev well-prepared for the announcement of the new Product Liability Law on February 20, 2009, which allows for consumer litigation in the event of problems arising from unsafe goods. Our factories already have ISO 9001, GMP and HACCP certification. As a listed company, ThaiBev strictly adheres to all laws and regulations issued by such authorities as the Ministries of Public Health, Commerce and Finance and relevant to our business. The Risk Management Committee has requested management receive immediate reports on newly proclaimed laws and regulations. In 2008, no material suits were brought against the Company due to any of the issues mentioned above.
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Operational Risk ThaiBev purchases certain raw materials like malt and hops and packaging from abroad by using forward contracts. This helps us ensure supply and control prices. We then mitigate the foreign exchange risk by hedging, again using forward contracts. It is a Company policy not to try to make a profit on foreign currency rates. In 2008, these risk management policies were implemented with good results.
HR Risk: Preparing human resources for position changes and business growth in the future Preparing our human resources for important changes of responsibility and the expected growth of the Company
Annual Report 2008
is the heart of our success and the future of the organization. We have therefore focused on and planned for the management of human resourcesâ&#x20AC;&#x2122; development in a systematic way. High level executives have placed such importance on this that they have followed its progress closely, as if we are not able to manage this issue efficiently there will be both short and long term impacts on the whole organization. Human resource management developed in 2008 to cover the whole recruitment process from the introduction of testing potential recruits to teaching people techniques and skill sets to use when recruiting. We developed the management of performance evaluation using competency
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factors and Key Performance Indicators (KPI),
while also introducing tools for managing and monitoring performance evaluation and career planning. We have created a training roadmap for each position, conducted individual development planning (IDP) and sent staff abroad for study so they can gain the necessary experience for future progress. For those in important positions, we have conducted succession planning to ensure continued, steady, growth together with our staff.
Finance and Investment Risk ThaiBev uses its internal cash flow and loans from financial institutions to support the business. We manage interest rates through negotiation with lenders and have
no fluctuations in our interest rates today. We hedge foreign currency transactions through forward contracts. ThaiBev has good credit ratings from TRIS Rating Co., Ltd., Moodyâ&#x20AC;&#x2122;s and Standard and Poor's and this has enhanced our ability to raise funds in future.
Conclusion ThaiBevâ&#x20AC;&#x2122;s Risk Management Committee meets at least four times per year and has been systematic in managing potential risks, providing stakeholders with the confidence that there is a group of people taking responsibility for risk management. Over the past year, the Companyâ&#x20AC;&#x2122;s risk management has met with considerable success.
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OUR PEOPLE .... OUR P ER F OR M A NC E Performance Management System It has been our ultimate belief that our people are our performance. Similar to every high performance organization where people and performance are the key strategic theme, we at ThaiBev, have been developing discipline and mindset on people development and performance management. In sustaining our leading position, ensuring our potential, and realizing our values, we believe that the development of our people, our next generation of leaders is the key. The Human Capital Transformation which was initiated last year has been continued in 2008 mainly to improve our organization structure to ensure the alignment with our business strategic direction and our growth as well as all human capital management elements to ensure the whole employee life cycle will be managed effectively starting from recruitment & selection, development both on career opportunity and competency, and retention. HR policies and process have been revised to strengthen the synchronization with business pace and needs. Human performance is the goal of our human capital management and development.
Improving our performance management system in 2008 was one of our big steps in the Human Capital Transformation Program. With the new performance evaluation form and computerized tool enhanced effectiveness in our performance management system which consists of three elements: agree expectation, review & coach, and develop. The performance evaluation provides the feedback in two aspects: outcome achievement and competency assessment. With the new form and tool, the expectation is defined and agreed cascading down from the top, the performance monitoring and coaching can be done effectively through the on-going updated data. In addition, the system helped to link and maintain the data on the development approach of each individual. Our new performance management system does not only provide the management and employees efficiency in jointly managing performance but also create the new behavior and mindset of both supervisors and employees. The commitment and ownership in defining the performance target, providing feedback and identifying development activities became part of our organization.
Competency Development Organization Structure Improvement Aligning the organization structure with our business objectives, scope, and processes is very vital to our efficiency and effectiveness. We revised, defined, fine-tuned our organization structure to ensure that our business operations and new initiatives are effectively managed and run. Our revised structure reflects our new business model and our new way of doing things. Complete shared services of HR, IT and General Services were part of our new organization operating model. Efficiency and cost effectiveness is the fundamental rational. Aligning Sales Organization with our sales channels and Marketing Organization with our brand management strategy was the significant implementation which also included the â&#x20AC;&#x153;competency matchingâ&#x20AC;? process in putting the right man into the right job. The well defined organization structure also helps us better define the career path of every workforce group, development program as well as performance management system.
Annual Report 2008
Core competencies and proficiency levels were defined and developed. In addition, they are part of the new performance management system. The proficiency levels of each core competency are designed to be in line with the career level structure and required proficiency in career advancement. Employees are assessed against core competencies and required proficiency level in the new performance evaluation system. The core training curriculum was developed based on the core competencies and the proficiency levels. Therefore, employeeâ&#x20AC;&#x2122;s individual development plan (IDP) can be defined based on individual development needs and required core competencies of our organization. Our people development journey is endless. Achievement of milestone each year is strengthening our capabilities and potentials of our organization to make it the great place to work, the great place to grow and the place of great opportunity for our people.
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Credit Rating Announcement On February 24, 2009, the annual review announcement, TRIS Rating Co., Ltd. (“TRIS”) affirmed the company rating of Thai Beverage Public Company Limited (“ThaiBev”) at “AA-” with a “Stable” outlook. To gain an international credit rating in order to establish Company’s overseas credit flexibility in the financial markets, the Company engaged Standard and Poor's (“S&P”) and Moody's Investors Service Pty Limited (“Moody’s”), both well-recognized globally in their field. S&P affirmed the ThaiBev rating at “BBB” rating with a “Stable” outlook (as Ratings Direct by S&P announced July 14, 2008), and Moody’s affirmed the ThaiBev rating at “Baa2” with a “Stable” outlook (as Global Credit Research Credit Opinion by Moody’s announced March 28, 2008). (Note: The Thailand Country Rating from TRIS is “AAA”, “BBB+” from S&P and “Baa1” by Moody’s.) The rating, if assigned, will be subjected to revision or withdrawal by each of the Rating Campanies, TRIS, S&P or Moody's when there has been material change to the rating and/or annual review and/or review on opinion of each of the Rating Companies.
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Best IR in the Singapore Market by a Thai Company
Acclaim for â&#x20AC;&#x153;Capital Markets Deal of the Year 2006â&#x20AC;?
Annual Report 2008
2006 Merit Award for Transparency among newly-listed Companies (New Issue) on the Singapore Exchange and Silver-Best Annual Report Award 2007 (Newly listed company, Singapore Corporate Awards)
Certificate of Excellence by IR Magazine 2008
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“Awards don’t make money in themselves but they build brands, which do.” Thapana Sirivadhanabhakdi, President and CEO
Throughout 2008, ThaiBev and its subsidiaries have had an exhilarating ride building up the brands of the company’s products and its own reputation, especially in regard to quality and value, which are attributes that will benefit both the Company’s continued business growth and its shareholders over the years. We view an award as a symbol of recognition of our work and we trust that such recognition will lead to future sales and better shareholder returns.
ICONS OF WHISKY AWARD 2008
For our international subsidiary, International Beverage Holdings Limited, the success gained this year in awards will likely reflect in terms of sales in future years. They have worked hard to build the brands of Inver House Distillers Limited ("Inver House Distillers") and other ThaiBev products over the past few years. A connoisseur’s periodical, Whisky Magazine, started the ball rolling this year by voting Inver House Distillers the International Distiller of the Year 2008.
“Inver House Distillers has made a bold statement in terms of the whisky, packaging and its marketing strategy. Shaking off the old fashioned Scottish image of whisky, Inver House replaced it with a modern contemporary approach without losing the heritage at its core.” Whisky Magazine
Further success followed soon after with 13 awards at the Scotch Whisky Masters on 22 May 2008.
ASIAMONEY POLL 2008
These prestigious accolades, which include several gold, silver and a coveted "Masters" Award for their single malts, were presented at a glittering awards ceremony on 21 May, adding yet more trophies to the Airdrie based company’s growing collection, which was won despite impressive competition from exceptional companies throughout the world.
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It is important to note that the Scotch Whisky Awards are given after a series of blind taste tests conducted by a panel of prestigious judges, including Spirits Business Editor Patience Gould. None of the judges therefore were influenced by prior marketing or preconceived ideas. The accolades presented to Inver House Distillers’ malts comprised eight awards for the quality of the whiskies’ tastes and five awards for the high standard of the design and packaging.
year nearly one thousand spirits from across the globe are rigorously judged and tasted by the industry’s leading international spirits experts, many of whom have flown in for the occasion from other countries.
With a reputation for a fresh and innovative approach to Scotch whisky, Inver House Distillers also won “World’s best Scotch blended whisky” for its rare Hankey Bannister 40-year-old blend at the World Whisky Awards and the top prize in August last year for Balblair 1989 at the “Spirit of Whisky Fringe”.
“More and more people are discovering the pleasure of traditional Thai food and drink as part of their travels. This has contributed to the increased global interest in Thai beer amongst consumers and is opening up new markets for Chang which is now available in markets around the world.”
The accolades that Inver House was awarded at the International Spirits Challenge 2008 comprise two coveted Gold medals, three Silver medals and six Bronze medals.
Leslie Scoular, Chang Brand Manager (International Beverage Holdings
“For Inver House Distillers to have been presented with such a high number of awards, so soon after our wins at the Scotch Whisky Masters, is enormously exciting for the whole team and is also testament to the quality of our brands.” Karen Walker, marketing manager at Inver House Distillers
Inver House Distillers became one of Scotland’s most prolific whisky industry award winners in 2008, picking up an astonishing 15 awards at the International Wine & Spirits Competition. The International Wine & Spirits Competition, held in June 2008, is unique within the industry as it is independently judged, making it one of the most highly regarded by buyers and consumers alike. Each entry is blind tasted by a panel of high profile judges from around the world and the awards are presented for the quality of the spirit. The competition’s aim is to promote the quality and excellence of the world’s best wines, spirits and liqueurs. The accolades that Inver House was presented with include the coveted Gold Best in class medals; Gold medals; Silver Best in Class medals and Silver medals. Every single product entered by Inver House Distillers collected either a Best in Class, Gold or Silver.
Limited)
It is not only our fine whiskies that have proven their worth in 2008. International Beverage has been very successful in branding Chang beer in the UK and elsewhere as a premium imported beer. As our signature beer brand, it remains Thailand’s most popular brand and is well-recognized abroad, having twice been awarded Australian International Beer Award (AIBA) medals - in 2007 it received a Silver Medal in the Lager category, adding to the Gold Medal it was awarded by the AIBA in 1998. More recently, in 2008, Chang was awarded a Gold Medal by Monde Selection Bruxelles - World Selection of Quality 2008. The Gold was given in the Beers, Water and Soft Drinks category. Established over 40 years ago, the Monde Selection is an international competition with brewers from all continents represented. The Monde Selection recognizes both the quality of the ingredients as well as brewing techniques. The highly acclaimed medal was officially presented to International Beverage at a glittering ceremony in Vienna.
“Once again the experts have spoken and the gold goes to Chang.” John Lennon, President, International Beverage Holdings Limited USA, Inc.
To add to its tally, Inver House picked up another 11 medals at the International Spirits Challenge in August 2008. The International Spirits Challenge has promoted spirits from around the world for over 13 years and each
Annual Report 2008
2008 ended with the ultimate accolade for Chang beer as our Export recipe found favor by winning the gold medal at the 2008 World Beer Championships in Chicago.
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Organized by the Beverage Testing Institute (BTI), the World Beer Championships is America’s oldest international beer competition. The BTI was founded in 1981 with the mission of producing fair and impartial wine reviews for consumers. In 1994, BTI began reviewing beers and spirits and founded the World Beer Championships and the World Spirits Championships-now named the International Review of Spirits. The independent body is recognized as one of the world’s foremost authorities on alcoholic beverages, testing thousands of wine, beer and spirits brands each year. It selects award-winning beers using a proprietary blind tasting methodology developed by America’s premier independent alcohol beverage review body. In the 2008 championships, which spanned some 60 different beer styles, Chang Beer achieved an “exceptional” rating along with the Gold Medal award.
“It takes two to make a successful partnership and (ThaiBev’s) Chang has been very loyal to Everton.” Robert Elstone, Acting Chief Executive, Everton Football Club
Whereas we discuss International Beverage’s association with Everton Football Club in the UK in our Operational and Financial Report chapter, we should also mention the success of the club in receiving the award for Best Club Sponsorship in 2008 as it is indicative of the fact that the partnership has proven to be a big success. The Northwest Football Awards 2008 Best Club Sponsorship Campaign looked at the appropriateness and "fit" between teams and their sponsorship partners. We had to show clearly defined objectives, integration with other marketing activities, short and long term campaign performance and management creativity, design and innovation in the campaign itself. The award came less than 12 months after we extended our shirt sponsorship deal. The new agreement has seen Everton develop football both on and off the pitch in Thailand. These activities are mentioned in the chapter on Corporate Social Responsibility.
“The Spirit of Thailand is embodied in a golden glass of Mekhong.” David Lind, International Beverage Marketing Manager
Though on sale outside Thailand for less than a year,
Mekhong scooped a prestigious bronze medal in the brown spirits category of the Drinks International 2008 Cocktail Challenge for its exotically named Mekhong Lime and Pear Panya, one of a specially-created series of signature Mekhong cocktails designed by Employees Only, Manhattan’s premier mixology team. More than 70 cocktails entered the 15th Drinks International Cocktail Challenge, with brown spirits proving to be the most competitive category featuring a short list of 14 cocktails.
“Effective disclosure can reflect on the good name of the business as it openly reveals management’s past, current and likely future performance.” Richard Jones, Assistant Vice President for Investor Relations
ThaiBev’s management has always been determined to set an example as a Thai company listed on the Singapore Exchange (SGX). We have pledged not merely to follow listing requirements regarding disclosure and transparency but to exceed them whenever possible. As the Investor Relations team acts as an ambassador of the Company in regular investor meetings, it is an important indication of investors’ opinion of ThaiBev whenever we are benchmarked through independent surveys. In 2008, ThaiBev’s Investor Relations team pulled off two astounding results, winning the best IR Award by a Thai Company from IR Magazine and Best IR in Thailand by AsiaMoney magazine. The IR Magazine survey questions investors in the Singapore market to evaluate the performance of Thai IR teams. To win, ThaiBev IR had to see off tremendous competition from several top-ranked Thai listed companies. As the third win in three consecutive years, we are very pleased that our efforts have proven to be above average in the eyes of our stakeholders. The AsiaMoney poll is probably the most esteemed in Asia for its size and independence, and 2008 was the first year that our Company had been ranked. A point of pride is that ThaiBev was ranked in the top three in Asia - above all other Thai companies, and higher than any Singapore company listed on the SGX. The fact that ThaiBev’s stock has outperformed most Asian stock markets in 2008 suggests that our image and performance are satisfying many of our shareholders.
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C OR R P OR ATT E GOV ER R N AN NCE R EP ORTT It is a commitment of THBEV to adhere to good corporate governance principle and to conduct our business in compliance with all rules and regulations applied to us and of course with the benefit of our stakeholders. We are proud that we are the Thai company listed on the Singapore Exchange (“SGX”) which have the best Investor Relation Unit by receiving Best IR award for three consecutive years. Most recently, in 2009, we won the Best for Investor Relations in Thailand from AsiaMoney magazine.
The Board’s Conduct of Affairs Principle 1 Our Board of Directors oversees the Company's business and affairs with shareholder approval in accordance with the applicable laws. The Board must exercise good business judgment and act in good faith for the best interests of the Company.
In 2008 the Board met five times, and the following table shows the details regarding the attendance to the meeting of each director up to December 31, 2008: Number of Attendances / Name 1. Mr. Charoen Sirivadhanabhakdi
Position
Total of Meetings
Chairman
5/5
2. Khunying Wanna Sirivadhanabhakdi
Vice Chairman
5/5
3. Mr. Narong Srisa-an
Vice Chairman
3/5
4. Mr. Komen Tantiwiwatthanaphan
Vice Chairman
4/5
5. Mr. Puchchong Chandhanakij
Director
5/5
6. Mr. Staporn Kavitanon
Independent Director and
5/5
Audit Committee Chairman 7. Prof. Kanung Luchai
Independent Director and
5/5
Audit Committee Member 8. Mr. Manu Leopairote
Independent Director and
5/5
Audit Committee Member 9. Mr. Ng Tat Pun
Independent Director and
5/5
Audit Committee Member 10. Mr. Michael Lau Hwai Keong
Independent Director
11. Prof. Pornchai Matangkasombut
Independent Director
5/5 4/5
12. Mr. Sakthip Krairiksh
Independent Director
5/5
13. Gen. Choo-Chat Kambhu Na Ayudhya
Independent Director
5/5
14. Mr. Vivat Tejapaibul
Director
3/5
15. Mr. Panote Sirivadhanabhakdi
Director
5/5
16. Mr. Samut Hatthasing (1)
Director
2/5
17. Mr. Thapana Sirivadhanabhakdi(2)
President and CEO
5/5
18. Ms. Kanoknart Rangsithienchai
Director
5/5
19. Mr. Sithichai Chaikriangkrai
Director
5/5
20. Mr. Ueychai Tantha-Obhas
Director
5/5
21. Dr. Pisanu Vichiensanth
Director
5/5
22. Mr. Chukiet Tangpongprush
Director
5/5
Remarks:
(1)
Mr. Samut Hatthasing resigned from the directorship on May 16, 2008.
(2)
Mr. Thapana Sirivadhanabhakdi was appointed the President and CEO by the Board of Directors on January 18, 2008.
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Matters Requiring Board Approval Our Board recognizes their utmost duties to administer business and oversee the Company’s operations. This includes the administration of the subsidiary companies to be in line with the Company’s core business plans to ensure that it complies with the shareholders’ resolutions in good faith and under the law and its Articles of Association. In addition, our Board ensures that the Company and its subsidiary companies comply with the SGX Listing Manual. Our Board is also responsible for the determination of visions and business strategies of the Company and oversight of Management Committee to perform their duties according to the Company’s policies and report the financial statements and general information to investors and shareholders with accuracy and sufficiency. According to the Law, the Board is required to meet not less than four times in each year. In 2008, the Board met more than such requirement in order to consider special issues. Training All Directors have passed the Director Accreditation Program (DAP) of the Thai Institute of Directors. Some also accredited the Director Certification Program (DCP) of the same institution. We also encourage and support directors to understand Singapore Law and the Listing Manual applicable to our Company through in-house training and information updating. All Directors received a clear explanation of their roles and responsibilities at the time of their proposed appointment to the Board.
Board Composition and Guidance Principle 2 Board of Directors Our Board consists of twenty one directors, including eight independent directors which are more than onethird of the total number of the Board members. Each director either has long-term experience in business or attained honorary positions. Executive Committee The Board appointed an Executive Committee which consists of fifteen members, they either are the Board members or top executive officers of the Company. To enhance Company business operation, the Board granted them the authority to perform their duties. In this regard, each Executive Committee member is assigned to oversee each business unit under the supervision of the President and CEO. The Executive Committee may appoint other sub-committees to support the Board in order to ensure the good corporate governance of the Company. The Executive Committee meets once a month to enter into discussion of the Company’s business administration. However, the Executive Committee might meet more than once in the case that it is necessary to consider and approve any important or urgent matters. Apart from the oversight of the administration of THBEV, the Board also appoints executive members to hold directorship in both domestic and overseas subsidiary companies to monitor and control the business administration in the subsidiary companies for the maximum effectiveness and the best interest of the Company. The Executive Committee’s responsibilities are to: • Prepare and propose business plans, targets, operational plans, business strategies and annual budgets of the Company and its subsidiary companies to the Board of Directors of the Company; • Determine and propose business plans, budgets and management roles and responsibilities of the
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Company and its subsidiary companies to the Board of Directors of the Company for approval; • Monitor the operations of the Company and its subsidiary companies to be in line with business policy, targets, operational plans, business strategies, budgets and management roles and responsibilities as approved by the Board of Directors of the Company for the efficiency of and to facilitate business conditions; • Approve payments for investments or operations, borrowing or requesting for any facility from a financial institution, lending, including being a guarantor with respect to the normal business of the Company and its subsidiary companies as stipulated by the Board of Directors; • Approve the annual budget for annual increase or adjustment of salary and bonus payment for employees of the Company and its subsidiary companies; • Approve payments as determined by Board of Directors of the Company; • Propose the efficient organization and management structure of the Company and its subsidiary companies to the Board of Directors of the Company; • Recruit, employ, terminate employment, promote, impose disciplinary penalty, transfer, adjust salary level, adjust salary rate, and determine bonus, welfare and other benefits as well as consider all other remunerations for all levels of employees of the Company. The Executive Committee also has the authority to appoint the president or any appointee of the Company to be the authorized representative of the Company to sign related employment contracts within the budget approved by the Board of Directors of the Company;
• Supervise and approve matters relating to the operation of the Company. It may appoint or authorize any one or more persons to engage in any act on behalf of the Executive Committee as it deems appropriate such as appointment of the sub-committee to consider salary increase and bonus of executive leveled employees ranking from Vice President to Executive Vice President, appointment of any of the sub-committees that have particular knowledge and expertise to manage and monitor before proposing to the Executive Committee, provided that the Executive Committee is entitled to repeal, change or modify the scope of the authorization; and • Perform any other act as delegated by the Board of Directors of the Company. However, the abovementioned approval shall not grant or sub-grant power that cause the Executive Committee or the authorized representative being able to approve any transaction in which the Executive Committee or authorized representative, or any related person has interest or may have any conflict of interest with the Company or its subsidiary companies (as defined in the Notification of the Securities and Exchange Commission). Such approval must be proposed to the meeting of the Board of Directors of the Company and/or the meeting of shareholders, as the case may be, for the approval, as stipulated in the Articles of Association of the Company or its subsidiary companies, or any applicable laws. In 2008, the Executive Committee met sixteen times, and the following table shows the details regarding the attendance to the meeting of each member up to December 31, 2008:
• Approve the appointment of the Company’s representatives to the Board of Directors and/or the sub-committee of its subsidiary companies in order to supervise all administrative matters as approved by the Company for the efficiency and best interest;
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Number of Attendances / Name
Position
Total of Meetings
1. Mr. Charoen Sirivadhanabhakdi
Chairman of Executive Committee
15/16
2. Khunying Wanna Sirivadhanabhakdi
First Executive Vice Chairman
12/16
3. Mr. Narong Srisa-an
Second Executive Vice Chairman
14/16
4. Mr. Komen Tantiwiwatthanaphan 5. Mr. Samut Hatthasing
(1)
6. Mr. Puchchong Chandhanakij
(2)
7. Mr. Thapana Sirivadhanabhakdi
(3)
Third Executive Vice Chairman
16/16
Fourth Executive Vice Chairman
3/16
Fourth Executive Vice Chairman
15/16
President and CEO
14/16
8. Ms. Kanoknart Rangsithienchai
Director and Executive Vice President
16/16
9. Mr. Sithichai Chaikriangkrai
Director and Senior Vice President
16/16
10. Mr. Ueychai Tantha-Obhas
Director and Senior Vice President
15/16
11. Dr. Pisanu Vichiensanth
Director and Senior Vice President
15/16
12. Mr. Chukiet Tangpongprush 13. Mr. Sawat Sopa
(4)
14. Mr. Saikeaw Vongpisethkul 15. Mr. Jean Lebreton
(5)
(6)
16. Mr. Vichai Chaiyavaranurak
(7)
17. Mr. Somchai Suthikulpanich
Remarks:
(1)
(8)
Director and Senior Vice President
15/16
Executive Vice President
10/16
Senior Vice President
7/16
Senior Vice President
12/16
Senior Vice President
2/16
Senior Vice President
2/16
Mr. Samut Hatthasing resigned from the President effective on January 1, 2008 and was appointed the Fourth Executive Vice Chairman by the Executive Committee on December 25, 2007. Thereafter, he resigned from his directorship and Fourth Executive Vice Chairman on May 16, 2008 due to health problems.
(2)
Mr. Puchchong Chandhanakij was previously the Fifth Executive Vice Chairman and appointed the Fourth Executive Vice Chairman on January 27, 2009.
(3)
Mr. Thapana Sirivadhanabhakdi was previously the Executive Vice President and appointed the President and CEO on January 18, 2008.
(4)
Mr. Sawat Sopa was appointed to the Executive Committee on February 27, 2008.
(5)
Mr. Saikeaw Vongpisethkul was appointed to the Executive Committee on February 27, 2008 and resigned from the position on October 1, 2008.
(6)
Mr. Jean Lebreton was appointed to the Executive Committee on February 27, 2008.
(7)
Mr. Vichai Chaiyavaranurak was appointed to the Executive Committee on November 14, 2008.
(8)
Mr. Somchai Suthikulpanich was appointed to the Executive Committee on November 14, 2008.
Management Committee The Board of Directors approved the set up of the Management Committee (MC) and authorized the President and CEO to be in charge of all MC activities. The MC was formed in January 2008. As at December 31, 2008, the MC consists of ten members which either are directors and/or top executives namely, Mr. Thapana Sirivadhanabhakdi, Ms. Kanoknart Rangsithienchai, Mr. Sithichai Chaikriangkrai, Mr. Ueychai Tantha-Obhas, Dr. Pisanu Vichiensanth, Mr. Chukiet Tangpongprush, Mr. Sawat Sopa, Mr. Jean Lebreton, Mr. Vichai Chaiyavaranurak, and Mr. Somchai Suthikulpanich. The Chairman of the MC is Mr. Thapana Sirivadhanabhakdi, the President and CEO.
Audit Committee The Board of Directors appointed the Audit Committee which consists of four members, namely, Mr. Staporn Kavitanon, Prof. Kanung Luchai, Mr. Manu Leopairote, and Mr. Ng Tat Pun. Mr. Staporn Kavitanon is the Chairman of the Audit Committee and Mr. Somsak Sae-Kuay, Vice President of the Office of Internal Audit, is the secretary to the Committee. In this regard, Mr. Ng Tat Pun was appointed by the Board of Directors to be the leader of the Audit Committee with respect to the interested person transactions undertaken by our Group. The AC meets at least once in each quarter. Please refer to Audit Committee Report.
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Risk Management Committee The Board of Directors appointed the Risk Management Committee which consists of thirteen directors and executives. The Directors are Mr. Narong Srisa-an, Mr. Puchchong Chandhanakij, Ms. Kanoknart Rangsithienchai, Mr. Chukiet Tangpongprush, Mr. Thapana Sirivadhanabhakdi, Mr. Sithichai Chaikriangkrai, Mr. Ueychai Tantha-Obhas, Dr. Pisanu Vichiensanth. The executives are Mr. Sawat Sopa, Mr. Vichai Chaiyavaranurak, Mr. Jean Lebreton, Mr. Chalerm Pornrutchakit and Mr. Mahin Kraivixien. The Chairman of the Risk Management Committee is Mr. Narong Srisa-an, Vice Chairman of the Board. Mr. Somsak Sae-Kuay, Vice President of the Office of Internal Audit, is the Secretary to the Risk Management Committee. Among others responsibilities, the Risk Management Committee ensures the analysis of both internal and external risks, determines the acceptable level of risks for the Company and its subsidiary companies, and determines and reviews criteria of risk management as well as evaluates an emergency plan of each office to ensure that it is practical. They also consider and review; overall policies, guidelines of risk management of the Company and its subsidiary companies, risks in the operation of the Company and its subsidiary companies, including the preparation of the risk management report, warning system and preventive measures for operational risks. This includes the risk assessment of the Company and its subsidiary companies with timely review of the criteria of risk management. Nomination Committee The Board of Directors appointed the Nomination Committee which consists of Mr. Staporn Kavitanon, Mr. Manu Leopairote, and Khunying Wanna Sirivadhanabhakdi. The Chairman of the Nomination Committee is Mr. Staporn Kavitanon and Mr. Thidi Suwanarat is the Secretary to the Nomination Committee. Remuneration Committee The Board of Directors appointed the Remuneration Committee which consists of Mr. Staporn Kavitanon, Mr. Manu Leopairote, and Prof. Kanung Luchai. The Chairman of the Remuneration Committee is Mr. Staporn Kavitanon and Mr. Thidi Suwanarat is the Secretary to the Remuneration Committee.
Annual Report 2008
Chairman and CEO Principle 3 Our Chairman encourages constructive relations among the Board, Executive Committee and Management Committee. The Chairman approves the agenda for Board and Executive Committee meetings, as he is the Chairman of the Executive Committee. He also supervises the disclosure of adequate and appropriate information to the management and the Board at the appropriate time. On January 18, 2008, Mr. Thapana Sirivadhanabhakdi was appointed the President and CEO to oversee the business operation and administration in accordance with the new structure of the organization of the Company.
Board Membership Principle 4 In order to assure a transparent process for the appointment of new directors to the Board, the Nomination Committee (NC) would review and assess candidates for directorships (including executive directorships) before making recommendations to our Board and/or to the Shareholdersâ&#x20AC;&#x2122; Meeting of the Company. The NC also reviews the retirement and re-election of directors to comply with our Articles of Association. The NC consists of three directors with a majority of independent directors (including the NC Chairman). It adopted a charter and proposed it to the Board for approval. The Remuneration Committee (RC) also determines remuneration policies and guidelines to set fair and reasonable remunerations of any kind to directors and executive committee members, as well as, reviews, revises, amends, or revokes such policies and guidelines to be proposed to the annual general meeting of shareholders of the Company for approval. The Committee is also in charge of the consideration and review of the remuneration of key executives and proposes to the Board of Directors of the Company. In performing their roles, our NC and RC adhere to the law and the Listing Manual applicable to our Company.
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Board Performance
Level and Mix of Remuneration
Principle 5
Principle 8
Our Board members include self-assessment in their performance, and take the result of business operations into their consideration. The Board expresses opinions and asks questions in the meeting for correct and careful consideration of proposed agenda. They exercise their duty with care to preserve benefits of the Company.
The components of remuneration are structured to reward the Directors, Executive Directors, and top executives of the Company based on the corporate and individual performance. The approval of the remuneration for the directors is proceeded with clarity and transparency to comply with laws and the Code of Corporate Governance 2005 (including the amendment). The Remuneration Committee will consider and endorse the remuneration structure prior to propose to the shareholders for approval.
Access to Information Principle 6 We are committed to providing our Board members with adequate, complete, continuous and timely information before Board meetings. The Board members have separate and independent access to the Company Secretary. The Company Secretary, in consultation and cooperation with the Office of Legal Affairs, is responsible for advising the Board, through the Chairman, on all government matters. In this respect, we set up a Compliance Unit, having a Compliance Manager responsible for this Unit under supervision of the Company Secretary. This is to ensure compliance with the legal and regulatory requirements. The Board approves the appointment and the removal of the Company Secretary. In 2008, the Company Secretary attended all Board meetings and Executive Committee meetings.
Procedure for Developing Remuneration Policies
The level of remuneration reflects their experience and dedication. The remuneration bands rank from A to C as follows.
Remuneration Bands: “A” refers to remuneration below the equivalent of S$250,000. “B” refers to remuneration between the equivalent of S$250,000 and S$499,999. “C” refers to remuneration between the equivalent of S$500,000 and above. The Company entered into a long-term employment agreement with Dr. Pisanu Vichiensanth, who is our director, the Managing Director of Beer Thai (1991) Public Company Limited and a Senior Master Brewer.
Principle 7 The Remuneration Committee (RC) is authorized by the Board to determine the remuneration of directors and/or executives in consultation with the Chairman to propose for the approval of the shareholders’ meetings. If a member of the RC has an interest in a matter deliberated by the Committee, he will abstain from participating in the review and approval process for that matter.
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111
(3)
Disclosure of Remuneration
Mr. Sawat Sopa was appointed to the Executive Committee on February 27, 2008.
(4)
Principle 9
Mr. Saikeaw Vongpisethkul was appointed to the Executive Committee on February 27, 2008 and resigned from the
As at December 31, 2008, Directors and five top executives received the following remuneration
(5)
9.1 Directors
(6)
position on October 1, 2008. Mr. Jean Lebreton was appointed to the Executive Committee on February 27, 2008.
(Remark: 1 S$ = Baht 24)
Name of Directors
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22.
Remuneration Band
Mr. Charoen Sirivadhanabhakdi Khunying Wanna Sirivadhanabhakdi Mr. Narong Srisa-an Mr. Komen Tantiwiwatthanaphan Mr. Puchchong Chandhanakij Mr. Staporn Kavitanon Prof. Kanung Luchai Mr. Manu Leopairote Mr. Ng Tat Pun Mr. Michael Lau Hwai Keong Prof. Pornchai Matangkasombut Mr. Sakthip Krairiksh Gen. Choo-Chat Kambhu Na Ayudhya Mr. Vivat Tejapaibul Mr. Panote Sirivadhanabhakdi Mr. Samut Hatthasing (1) Mr. Thapana Sirivadhanabhakdi (2) Ms. Kanoknart Rangsithienchai Mr. Sithichai Chaikriangkrai Mr. Ueychai Tantha-Obhas Dr. Pisanu Vichiensanth Mr. Chukiet Tangpongprush
C B C B B A A A A A A A A A A C C C C C C B
9.2 Top Executives (Remark: 1 S$ = Baht 24)
Name of Executives
1. 2. 3. 4. 5.
Mr. Mr. Mr. Mr. Mr.
Sawat Sopa (3) Saikeaw Vongpisethkul (4) Jean Lebreton (5) Vichai Chaiyavaranurak (6) Somchai Suthikulpanich (7)
Remuneration Band
B A B A A
Remarks: (1)
Mr. Samut Hatthasing resigned from directorship on May 16,
(2)
Mr. Thapana Sirivadhanabhakdi was previously the Executive
Mr. Vichai Chaiyavaranurak was appointed to the Executive Committee on November 14, 2008.
(7)
Mr. Somchai Suthikulpanich was appointed to the Executive Committee on November 14, 2008.
Accountability Principle 10 The Board is responsible for providing a balanced and understandable assessment of the Companyâ&#x20AC;&#x2122;s performance, and for providing shareholders with quarterly and annual financial reports. The financial statements for the first three quarters are released to shareholders within 45 days of the end of each quarter. The annual result is released within 60 days of the end of each financial year. In addition, after the financial disclosure, our top management also participates in quarter results briefing and telephone conference from time to time. This is to ensure the timely update to our investors.
Audit Committee Principle 11 The Board appointed the Audit Committee (AC), which consists of four independent directors: three Thais and one Singaporean. The AC responsibilities are clearly set forth in the Audit Committee Charter for instance, assessing the adequacy and effectiveness of the internal controls of the Company and its subsidiary companies, ensuring the correctness and reliability of the preparation process and information disclosures of the Company and its subsidiary companies, and reviewing the Company and its subsidiary companies to comply with the applicable laws, regulations and rules of the Stock Exchange of Thailand and the Singapore Exchange. This includes the internal controls and consideration of Interested Persons Transactions to prevent an occurrence of conflict of interests.
2008. Vice President and appointed the President and CEO on January 18, 2008.
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112
Internal Controls Principle 12 Our Board values a sound management internal control system. To safeguard shareholders’ investments and the Company’s assets, it appointed an Executive Committee, each member of which oversees different departments and business units to ensure the adequacy of financial, operational and compliance controls, including risk management policies. In support of this, the Board also assigned the Office of Corporate Secretariat to oversee compliance with the laws concerning the limited and public companies and the Securities Laws, which are applicable to the Company. Based on the information provided to it, the Audit Committee believes that the system of internal controls and risk management of the Company is adequate.
According to the financial statements ended December 31, 2008, there was no payment made by the Company for the Non-Audit Fee to the auditor.
Communication with Shareholders Principle 14 Not only we make various announcements via SGX-NET to communicate with our shareholders, but Mr. Richard W. Jones, head of Investor Relations Unit, also works closely with our top management to ensure timely disclosure. The unit arranges quarterly briefings following the disclosure of interim and full year results, so that investors may query management about financial, marketing or strategic issues. Between reporting periods, the unit regularly meets with investors to communicate the policies and strategies of the Company so that investors have a good understanding of them. Investor Relations provides timely detailed information via the corporate website.
Internal Audit Principle 13 The Company established the Office of Internal Audit to assist the Board through Audit Committee (AC) in promoting sound risk management and good corporate governance by assessing the adequacy and effectiveness of the internal controls for key businesses and operations in areas described in the audit plan. In this respect, the AC appointed the Vice President, Office of Internal Audit, as the Secretary to the AC. Annual audit was prepared to ensure that the performance of internal audit is accurate.
The unit also reports to management about investors’ comments and concerns. Contact information for the Investor Relations Unit appears in this annual report or on the investor relations section of the corporate website ht tp: // w w w.thaibev.com / StoreFile /integration _files / investor.html.
The AC will propose its opinions on the appointment of the auditors of the Company and its subsidiary companies including their remuneration to the Board of Directors in order to propose to the Shareholders’ Meeting for approval. The 2008 Annual General Meeting of Shareholders held on April 28, 2008, unanimously resolved to approve the appointment of Ms. Nittaya Chetchotiros, Certified Public Accountant No. 4439 or Ms. Boonsri Chotpaiboonpun, Certified Public Accountant No. 3756, or Mr. Santi Pongjareanpit, Certified Public Accountant No. 4623 of KPMG Poomchai Audit Ltd. to be the auditor of the Company. This appointment is also complied with Rule 713(1) of the Listing Manual.
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113
Corporate Social Responsibility (CSR) report ThaiBevâ&#x20AC;&#x2122;s corporate social responsibility activities are
a strategic part of our business. We provide direct employment for approximately 22,000 people and have interdependent relationships with hundreds of thousands more people such as sugar cane farmers, sugar mill employees, dealers and agents, shipping companies, small family-run shop keepers, hypermarket employees and villagers close to our factories. We reach out to the local community with activities to strengthen our relationship. Our brewery in Kamphaeng Phet Province in the north of Thailand has a small clinic at one of the boundary walls so that it is accessible by both staff and people in the province. The Chang Clinic is visited regularly by specialist doctors from Bangkok, allowing us to provide a high standard of health care for both our employees and the people in the province. We donate artificial limbs in Kamphaeng Phet and ambulances and medical supplies to the Ministry of Public Health and hospitals nationwide. CSR activities commenced many years ago through
our founders, Khun Charoen and Khunying Wanna Sirivadhanabhakdi. As they began in the spirit of giving,
Annual Report 2008
ThaiBev has continued in the same spirit. Thailandâ&#x20AC;&#x2122;s most well-known CSR activity is the distribution of blankets each year to poor villagers during the cold season. Thailandâ&#x20AC;&#x2122;s hilly areas get very cold at times and
the people affected most are often older villagers
who are too poor to afford blankets themselves.
Over nine years, we have donated 1.8 million blankets. ThaiBev supports the Population and Community Development Association by sponsoring the development program at Sam Rong Village in Buri Ram, Northeast Thailand. The project promotes sustainable grass-roots endeavors marked by extensive villager involvement. ThaiBev is planning to support another village in Krabi, Southern Thailand, one of the badly affected areas damaged by the 2004 tsunami. As health and road safety are important priorities for the Company, we stress the need to drink moderately and sensibly. The majority of vehicle accidents are still caused by speeding and insufficient awareness of traffic rules. ThaiBev therefore distributes driver safety handbooks, which aim to teach people how to drive safely, and we give away free crash helmets because motorcyclists are
114
1
2
3
7
5 4
6 8
1. Donating to HRH Princess Bajrakitiyabha Fund for scholarship to Cornell University 2. The Chang Clinic in Kamphaeng Phet Province 3. Donating crash helmets as part of a road safety campaign 4. Mr. Ekachai Jeerakul, a beneficiary of ThaiBev support in the Thai Talent Program, is a master guitarist 5. ThaiBev supports Thai arts and culture 6. Thousands of Thai children benefit from the Chang–Everton Football Academy 7. ThaiBev Unites to Fight the Cold is a long-standing campaign to donate blankets to the poor in the cool season 8. Mr. Amarin Kraivixien (left), is already a champion golf player thanks to the support of ThaiBev’s Thai Talent Program
involved in the majority of accidents in Thailand. As part of this campaign, ThaiBev supports local police, medical foundations and authorities.
He also won many local junior golf tournaments. ThaiBev also provides music scholarships for talented students at Mahidol University’s College of Music.
In 2008, the Company launched the ThaiBev Thai Talent Program to help Thais who have the potential to excel at something they love but perhaps lack the financial support they need. The ThaiBev Thai Talent program provides the training and opportunity for young Thais to pursue their ultimate goal. Examples are Ekachai Jearakul, a talented young guitarist who with our support garnered 3rd prize in the International Guitar Competition in Magnitogorsk in 2008 and was named best player in Russian style music – quite an achievement for a Thai. Also, Amarin Kraivixien who, through the Program, was able to compete in the 2008 US, Kids Golf European Championships in Scotland where he came first in the 11 year old category.
We are concerned that Thai people do not forget their own cultural heritage, and therefore sponsor several important cultural attractions. One of these is the Joe Louis Puppet Theatre, which demonstrates Thai puppet mastery to both Thais and foreign tourists. We also support the Khon, a dance known for the exquisite decorative masks that the dancers wear. Siam Niramit is a large theatre complex in Bangkok that provides a show with a spectacular overview of Thai culture and arts. In 2008, ThaiBev reaffirmed its commitment to Thai football at the grassroots and professional level by launching both the ThaiBev Football Academy, a community football
Thai Beverage Public Company Limited
115
program in Bangkok together with integrated professional coach training programs. The ThaiBev Football Academy provides free training to over a thousand youths in Bangkok every weekend at its football ground. The Academy also includes B and C coach licensing to lift the skills of Thai football professionals to international standards, as part of the company-initiated ‘Chang….Coaching’ scheme. ThaiBev has sponsored Everton Football Club for several years. In addition to the core objectives, both Everton and ThaiBev realize that this relationship could bring much wider benefits to both parties and have a positive effect on the development of Thai football and the wider community in Thailand. In the aftermath of the 2004 Tsunami disaster, Everton immediately offered their support. Within months the club had raised over £100,000 from fans and in the summer of 2005 this money was matched by ThaiBev’s Chang brand and aided the construction of 50 brand new homes in the Everton-Chang Village and a football field in the devastated Ban Naan Khem village. The project was so successful that upon its completion, it was identified by the Prince of Wales International Business Leadership Forum as a model of regeneration. Partnerships are two way processes. Despite being our main brand awareness tool, ThaiBev was happy to remove our Chang beer from junior replica kits and training range in support of the Portman Group recommendations earlier in 2008. Mr. Thapana Sirivadhanabhakdi, President and CEO of ThaiBev noted, “We recognize that under-age drinking is an issue in the UK and as a company we are
Annual Report 2008
firmly committed to taking an active and responsible role in society. Chang Beer is fully supportive of this initiative.” Inver House Distillers Limited (“Inver House”), our award-winning group of distilleries in Scotland, is also committed to its workforce, the local community and society. Inver House focuses its efforts on the education of its workforce and the local community about responsible drinking. During Inver House’s 2008 company day, the message of responsible drinking was promoted by arranging for Lisa Nicoll to perform her one-woman play “Acceptance,” about the effects of alcohol abuse. In October 2008 during “Alcohol Awareness Week”, Inver House commissioned “Acceptance” for a performance at a local high school in Scotland. Besides this, Inver House offers a new Scottish Vocational Qualification specifically designed for the Spirits Industry. In 2008, Inver House donated £13,871 to various local charities many of which involve its employees. We have also been active in Singapore, where we are listed. We have events like the SGX-organized Bull Charge each year, by providing financial support. With a beer called Chang, or elephant in Thai, it was beholden on us to demonstrate our commitment to the preservation of elephants. We therefore offered our support to Singapore wildlife conservation by adopting Chawang, the bull elephant at the Night Safari, a popular zoo. Our donation assists the staff in research about elephants and their conservation.
116
1 Winner of HM the King’s trophy : Thais Love Their King 2 Winner of HM the Queen’s trophy : Unity 3 Winner of HRH the Crown Prince’s trophy : Forest and Water Conservation
1
4 Winner of HRH the Crown Princess’s trophy : Thai Agricultural Way of Life
2
4 3
PR Taalk k The year 2008 was an eventful one for ThaiBev and Thai society. When His Majesty turned 80 in 2007, the Photography Association of Thailand, under Royal Patronage, and ThaiBev photo jointly honored the great monarch with a special photo contest. Members of the Royal family graciously bestowed awards on the winners. • • • •
His Majesty the King bestowed a trophy to the winner of ‘Thais Love Their King’ category. Her Majesty the Queen bestowed a trophy to the winner of the ‘Unity’ category. His Royal Highness Crown Prince Maha Vajiralongkorn bestowed a trophy to the winner of the ‘Forest and Water Conservation’ category. Her Royal Highness Crown Princess Maha Chakri Sirindhorn bestowed a trophy to the winner of the ‘Thai Agricultural Way’ category.
The project committee based the categories on His Majesty’s deeds and Thais’ reverence for their monarch. The contest attracted about 3,000 entries that reflected their perspectives with narratives regarding the value of the land; people’s loyalty to the king and the kingdom; love and unity among the people, and the agricultural way of life of Thais.
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117
1 Mr. Thapana Sirivadhanabhakdi, President and CEO, presenting
blankets to those braving the cold under the ninth ‘ThaiBev Unites
to Fight the Cold’ project
2 Chang-Everton Football Academy opens its doors to Thai youths 3 Staff coaches from Everton Football Club train Thai youths 4 Students and members of the public ride their bikes in the
‘ThaiBev Combating Global Warming’ project at Kamphaeng Phet
Historical Park
5-6 Artists, celebrities, and the general public took part in the
Annual Report 2008
‘We Love Mothers Narration’ activity on August 12, 2008
118
Other activities valued and sponsored by ThaiBev reflected love and concern for Thai society or affectionate ties between mothers and children, including the ‘We Love Mothers Narration’ activity on National Mothers’ Day (August 12, 2008), in which pairs of mothers and sons or daughters gave their accounts of their impression of one another, in addition to their participation in family activities. Held at Siam Niramit Theater, this activity saw 1,000 pairs of artists, celebrities, and the general public joining the activity. Another key activity to which ThaiBev is firmly committed under its ‘Thais Are Ready to Give Each Other’ resolution is the ‘ThaiBev Unites to Fight the Cold’. This project is now in its ninth consecutive year. A total of 200,000 blankets were donated to Thais in 15 provinces of the North and Northeast each year. In the coming tenth year, a total of two million blankets will have reached needy Thais. Out of our concern regarding global warming and its future impact on the global community in future, the Company also launched an environmental campaign called ‘ThaiBev Combating Global Warming’ to reflect the world’s collective responsibility for tackling the problem. An early activity was the talk on ‘Reducing Global Warming Following in His Majesty’s Footsteps’ by Dr. Sumet Tantivejkul. As for production processes, ThaiBev launched an alternative-energy project in which bioenergy derived from production processes is converted into biogas, replacing liquid fuels. Five plants have begun their implementation, namely Buri Ram, Khon Kaen, Ubon Ratchathani, Prachin Buri, and Surat Thani. As for sports sponsorship, the foremost sport was naturally football, as seen in the establishment of the Chang-Everton Football Academy, designed to teach Thai youths football skills with cooperation from the Everton Football Club, which delegated expert staff coaches to conduct the training twice a year. This step followed the first move in which Thai youths were sent for training at the club in England. This latest activity attracted about 1,000 youths; a by-product was that Thai staff coaches mastered professional soccer techniques and tactics typical of the Everton style. In cooperation with the Football Association of Thailand, ThaiBev instituted a ‘Chang Coach Training’ project for coaches at the A, B, C license levels under the Asian Football Confederation (AFC) curriculum. Mr. Charnwit Pholcheewin, a former national soccer coach and a distinguished football personality, agreed to serve as training director under the project. ThaiBev is committed to taking part in and sponsoring useful public service activities. One can always be assured that ThaiBev’s resolution and policy of ‘Thais Are Ready to Give Each Other’ will remain in its approach to committing good deeds for the benefit of Thai society in the years to come.
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119
AUDIT COMMITTEE REPORT ANNUAL REPORT 2008 Thai Beverage Public Company Limited
The Audit Committee of Thai Beverage Public Company Limited is comprised of four independent directors named below. 1. 2. 3. 4.
Mr. Mr. Mr. Mr.
Staporn Kavitanon Kanung Luchai Manu Leopairote Ng Tat Pun
Chairman of the Audit Committee Member of the Audit Committee Member of the Audit Committee Member of the Audit Committee
In 2008, the Audit Committee conducted 5 meetings with the Executive Management, Head of Internal Audit Office and the external auditors of the Company in relation to the meeting agenda as appropriate. The major tasks undertaken by the Audit Committee were as follows: 1. Reviewed the quarterly and annual financial statements of the Company for the fiscal year 2008 before submitting to the Board of Directors for approval to ensure their accuracy, reliability, complete and adequate disclosure of significant information and in accordance with generally accepted accounting standards. 2. Reviewed the connected transactions and the transactions that may lead to conflicts of interests to ensure their compliance with the Company’s policy and corporate governance principles with the proper transparency and disclosure. 3. Assessed the adequacy and appropriateness of the internal control system through the oversight and audits of the Internal Audit Office. 4. Approved the 2008 audit plan of the Internal Audit Office, supervised the internal audit function through the acknowledgement of its audit results and provided guidelines to the Office of Internal Audit. The Audit Committee regularly reported the outcome of each meeting to the Board of Directors. The Audit Committee is of the view that the Company’s internal control has been both adequate and appropriate to its business and found no material discrepancy. The Company’s financial statements have been prepared in accordance with generally accepted accounting standards. For the year 2009, the Audit Committee has nominated the designated auditors of KPMG Phoomchai Audit Limited as the Company’s external auditors for the year 2009 and the audit remuneration to the Board of Directors for approval of the shareholders at the Annual General Meeting.
Staporn Kavitanon Chairman of the Audit Committee February 26, 2009
Annual Report 2008
120
AUDIT REPORT OF CERTIFIED PUBLIC ACCOUNTANT To the shareholders of Thai Beverage Public Company Limited
I have audited the accompanying consolidated and separate balance sheets as at 31 December 2008, and the related statements of income, changes in equity and cash flows for the year then ended of Thai Beverage Public Company Limited and its subsidiaries, and of Thai Beverage Public Company Limited, respectively. The Companyâ&#x20AC;&#x2122;s management is responsible for the correctness and completeness of information presented in these financial statements. My responsibility is to express an opinion on these financial statements based on my audits. The consolidated and separate financial statements of Thai Beverage Public Company Limited and its subsidiaries, and of Thai Beverage Public Company Limited, respectively, for the year ended 31 December 2007 were audited by another auditor whose report dated 27 February 2008 expressed an unqualified opinion on those statements. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the consolidated and separate financial statements referred to above present fairly, in all material respects, the financial positions as at 31 December 2008 and the results of operations and cash flows for the year then ended of Thai Beverage Public Company Limited and its subsidiaries, and of Thai Beverage Public Company Limited, respectively, in accordance with generally accepted accounting principles. Disclosure of significant differences between generally accepted accounting principles in Thailand and International Financial Reporting Standards is not a required part of the basic financial statements under generally accepted accounting principles in Thailand, but it is presented in Note 35 to the financial statements for information purposes only. I have not audited or reviewed such information and therefore do not express any audit opinion or review report thereon.
(Nittaya Chetchotiros) Certified Public Accountant Registration No. 4439
KPMG Phoomchai Audit Ltd. Bangkok 27 February 2009
Thai
Beverage
Public
Company
Limited
121
BALANCE SHEETS As at 31 December 2008 and 2007
Consolidated
Separate
financial statements
financial statements
Note
2008
Assets
2007
2008
2007
(Restated) (in Baht)
Current assets Cash and cash equivalents
6
1,916,991,944
2,587,796,039
Current investments
7
9,122,852
114,185,085
-
-
5, 8
1,514,403,074
1,956,547,276
-
-
5
41,437,542
4,371,057
9
29,729,437,189
28,277,662,781
10
1,726,518,933
1,428,372,765
13,657,399
8,481,487
Total current assets
34,937,911,534
34,368,935,003
3,666,032,254
3,933,662,188
Trade accounts receivable
3,964,488
9,168,240
Short-term loans to and amounts
due from related parties
Inventories Other current assets
3,648,410,367 -
3,916,012,461
-
Non-current assets 11
111,655,630
124,518,368
77,161,702,065
71,470,329,894
7
10,518,325
5,633,579
-
-
due from related parties
5
57,898,194
5,797,615
5,588,704,560
9,418,243,969
Property, plant and equipment
12
39,578,157,819
44,639,782,574
55,517,479
71,600,623
Intangible assets
13
3,178,327,451
1,007,145,861
36,299,363
16,165,989
Leasehold rights
14
111,853,986
121,927,347
Other non-current assets
15
2,068,924,619
2,132,228,836
335,191,250
344,564,250
Total non-current assets
45,117,336,024
48,037,034,180
83,177,414,717
81,320,904,725
Total assets
80,055,247,558
82,405,969,183
86,843,446,971
85,254,566,913
Investments in subsidiaries and associates Other long-term investments Long-term loans to and amounts
-
-
The accompanying notes are an integral part of these financial statements. Annual
Report
2008
122
BALANCE SHEETS As at 31 December 2008 and 2007
Consolidated
Separate
financial statements
financial statements
Note
2008
Liabilities and shareholdersâ&#x20AC;&#x2122; equity
2007
2008
2007
(Restated)
(in Baht)
Current liabilities Bank overdrafts and short-term loans from financial institutions Trade accounts payable
16
8,701,361,743
5,998,233,815
5, 17
3,389,385,495
2,640,052,639
5,246,160,794
4,797,684,522
-
-
Current portion of long-term guaranteed bonds Current portion of long-term loans
16
-
3,000,000,000
16
5,325,000,000
1,755,000,000
- 5,325,000,000
3,000,000,000 1,755,000,000
Short-term loans from and amounts due to related parties
5, 16
126,227,153
69,686,546
3,931,773,159
2,115,288,548
Other short-term loans
7,000,000
7,000,000
-
-
Income tax payable
2,189,514,076
2,783,232,721
137,920,639
146,248,940
Other current liabilities
18
2,982,587,156
3,497,752,050
137,146,461
161,542,579
Total current liabilities
22,721,075,623
19,750,957,771
14,778,001,053
11,975,764,589
Non-current liabilities Long-term loans from financial institutions
16
3,265,000,000
5,400,000,000
3,265,000,000
5,400,000,000
Long-term loans from and amounts due to related parties
5, 16
2,221,378
270,000
8,725,000,000
6,540,500,000
Other non-current liabilities
69,617,368
160,106,627
-
117,900
Total non-current liabilities
3,336,838,746
5,560,376,627
11,990,000,000
11,940,617,900
Total liabilities
26,057,914,369
25,311,334,398
26,768,001,053
23,916,382,489
The accompanying notes are an integral part of these financial statements. Thai
Beverage
Public
Company
Limited
123
BALANCE SHEETS As at 31 December 2008 and 2007
Consolidated
Separate
financial statements
financial statements
Note
2008
Liabilities and equity
2007
2008
2007
(Restated) (in Baht)
Equity Share capital
Authorised share capital
29,000,000,000
29,000,000,000
29,000,000,000
29,000,000,000
Issued and paid-up share capital
25,110,025,000
25,110,025,000
25,110,025,000
25,110,025,000
Difference arising from
common control transactions
Reserves
4
(19,732,229,338)
(16,201,122,879)
-
-
19
Share premium
17,215,736,603
17,215,736,603
Currency translation changes
(1,503,025,118)
(208,076,374)
Fair value changes and revaluation surpluses
4,262,802,105
4,388,935,374
17,215,736,603 -
-
17,215,736,603 -
-
Retained earnings
Appropriated - legal reserve
19
2,900,000,000
2,900,000,000
2,900,000,000
2,900,000,000
Unappropriated
25,505,762,741
22,644,726,217
14,849,684,315
16,112,422,821
Total equity attributable to equity holders of the Company
53,759,071,993
55,850,223,941
Minority interests
238,261,196
1,244,410,844
Total equity
53,997,333,189
57,094,634,785
60,075,445,918 - 60,075,445,918
61,338,184,424 61,338,184,424
Total liabilities and equity
80,055,247,558
82,405,969,183
86,843,446,971
85,254,566,913
The accompanying notes are an integral part of these financial statements. Annual
Report
2008
124
STATEMENTS OF INCOME For the years ended 31 December 2008 and 2007
Consolidated
Separate
financial statements
financial statements
2008
Note
2007
2008
2007
(Restated)
(in Baht)
Revenues
5
Revenue from sales Management fees
105,257,338,378 105,107,854,242
-
-
-
-
2,522,777,132
2,577,305,358
Interest income
36,544,092
46,293,684
509,518,424
775,352,387
Dividends
100,029
22,189,477
5,345,108,398
18,985,153,408
Gain on sale of investment
11
525,878,633
-
216,460,581
6,044
Other income
21
379,825,875
292,199,091
13,125,293
89,521,384
Share of profits from investments
accounted for using the equity method
26,603,216
28,641,891
-
-
Total revenues 106,226,290,223 105,497,178,385 8,606,989,828 22,427,338,581 Expenses
5
Cost of sales
76,555,924,169
73,824,389,203
Selling and administrative expenses
22
14,079,091,867
14,737,703,236
Other expenses
5,280,526
73,499,244
- 1,217,013,424
1,154,217,891
-
-
Total expenses 90,640,296,562 88,635,591,683 1,217,013,424 1,154,217,891 Profit before interest and
income tax expenses
15,585,993,661
16,861,586,702
7,389,976,404
21,273,120,690
Interest expense
24
680,941,746
1,050,194,743
1,050,321,180
1,577,560,366
Income tax expense
25
4,298,961,167
4,868,398,343
320,486,480
277,248,227
Profit for the year 10,606,090,748 10,942,993,616 6,019,168,744 19,418,312,097 Attributable to: Equity holders of the Company
10,341,843,037
10,628,197,372
Minority interests
264,247,711
314,796,244
6,019,168,744
19,418,312,097
-
-
Profit for the year 10,606,090,748 10,942,993,616 6,019,168,744 19,418,312,097 Basic earnings per share
27
0.41
0.42
0.24
0.77
The accompanying notes are an integral part of these financial statements. Thai
Beverage
Public
Company
Limited
125
share capital
Reserves
Retained earnings
Consolidated financial statements (Restated)
transactions
control premium
Share
common legal reserve Unappropriated
6,586,263,579
1,700,000,000 19,102,445,355
(in Baht)
surpluses
52,553,555,838
of the Company
505,629
interests
Minority
52,554,061,467
equity
Total
attributable
Total equity
revaluation Appropriated to to equity holders
changes and
Fair value
4
795,570,699
25,110,025,000 (16,345,835,666)
- 17,215,736,603
- (19,508,334)
- 6,586,263,579
-
-
1,700,000,000 19,102,445,355
-
53,349,126,537 1,017,124,023
795,570,699 1,016,618,394
54,366,250,560
1,812,189,093
-
-
-
- (2,197,328,205)
-
134,521,429
(2,062,806,776)
134,636
(2,062,672,140)
-
-
-
(188,568,040)
-
-
-
(188,568,040)
-
(188,568,040)
-
245,132,189
245,132,189
-
-
-
-
-
(188,568,040) (2,197,328,205)
-
(188,568,040) (2,197,328,205)
134,521,429
- 10,517,586,612
- 10,383,065,183
-
8,376,822,556
10,628,197,372
(2,251,374,816)
314,930,880
314,796,244
134,636
8,691,753,436
10,942,993,616
(2,251,240,180)
-
-
-
-
-
-
-
-
41,163,464
41,163,464
- -
Dividends -
-
-
-
-
-
-
-
-
-
-
-
-
-
- (5,775,305,750)
1,200,000,000 (1,200,000,000)
(5,775,305,750)
-
-
(465,469)
-
(21,326)
(5,775,771,219)
-
(21,326)
-
(100,419,402)
-
25,110,025,000 (16,201,122,879) 17,215,736,603
The accompanying notes are an integral part of these financial statements.
Balance at 31 December 2007
before business restructuring
(208,076,374)
-
4,388,935,374
-
- 2,900,000,000 22,644,726,217
-
55,850,223,941 1,244,410,844
(100,419,402) (128,320,728)
57,094,634,785
(228,740,130)
Dividends paid by subsidiaries
28
-
transactions
Legal reserve
subsidiary for common control
Consideration paid to shareholder of
holding
Effects of change to percentage of
-
4
-
Total recognised income and expense
Profit for the year
in equity
Net expense recognised directly
foreign operations
financial statements of
Translation loss relating to
Net surplus on property revaluation
Changes in equity for 2007
Restated balance
common control transactions
Difference arising from
(19,508,334)
changes
translation
Currency
arising from
Difference
Balance at 1 January 2007 25,110,025,000 (17,141,406,365) 17,215,736,603
Note
Issued
and paid-up
For the years ended 31 December 2008 and 2007
Statements of Changes in Equity
Thai Beverage Public Company Limited and its Subsidiaries
Retained earnings
Consolidated financial statements (Restated) Reserves
transactions
control premium
Share
common
Fair value
legal reserve Unappropriated
4,388,935,374
2,900,000,000 22,644,726,217
(in Baht)
surpluses
54,909,940,455
of the Company
42,871,512
interests
Minority
54,952,811,967
equity
Total
attributable
Total equity
revaluation Appropriated to to equity holders
changes and
4,388,935,374
-
-
2,900,000,000 22,644,726,217
-
55,850,223,941 1,244,410,844
940,283,486 1,201,539,332
57,094,634,785
2,141,822,818
11
-
-
-
-
(126,133,269)
-
-
(126,133,269)
-
(126,133,269)
-
-
- (1,294,948,744)
-
-
-
(1,294,948,744)
-
(1,294,948,744)
- -
Profit for the year
Total recognised income and expense 198,899,263
198,899,263
- -
- (1,294,948,744)
-
- (1,294,948,744)
(126,133,269)
-
(126,133,269)
-
- 10,142,943,774
- 10,142,943,774
-
8,920,761,024
10,341,843,037
(1,421,082,013)
264,247,711
264,247,711
-
9,185,008,735
10,606,090,748
(1,421,082,013)
-
-
-
-
-
-
-
- (1,059,805,649)
(1,059,805,649)
28
-
- -
(512,122,062)
- (3,053,254,586)
-
-
-
-
-
-
-
-
-
-
-
- (7,281,907,250)
-
-
(7,281,907,250)
(512,122,062)
(3,053,254,586)
(220,784)
-
-
(7,282,128,034)
(512,122,062)
(3,053,254,586)
-
- 2,900,000,000 25,505,762,741
238,261,196
(164,629,074) (210,370,926) 53,759,071,993
(375,000,000) 53,997,333,189
The accompanying notes are an integral part of these financial statements.
-
-
4,262,802,105
(164,629,074)
-
-
Balance at 31 December 2008 25,110,025,000 (19,732,229,338) 17,215,736,603 (1,503,025,118)
before business restructuring
Dividends paid by subsidiaries
Dividends
4
11
Sale of a subsidiary
transactions
subsidiary for common control
Consideration paid to equity holders of
holding
Effects of change to percentage of
-
in equity
Net expense recognised directly
foreign operations
financial statements of
Translation loss relating to
Sale of a subsidiary
Changes in equity for 2008
(208,076,374)
940,283,486
Restated balance 25,110,025,000 (16,201,122,879) 17,215,736,603
-
-
4
-
control transactions
Difference arising from common
(208,076,374)
changes
translation
Currency
arising from
Difference
Balance at 1 January 2008 25,110,025,000 (17,141,406,365) 17,215,736,603
and paid-up
share capital
Note
Issued
For the years ended 31 December 2008 and 2007
Statements of Changes in Equity
Thai Beverage Public Company Limited and its Subsidiaries
Annual
Report
2008
128
Reserves
share capital
- - - - -
Net surplus on property revaluation
Profit for the year
Total recognised income and expense
Legal reserve
Dividends -
-
-
-
-
17,215,736,603
legal reserve
Unappropriated
Appropriated to
the Company
equity holders of
attributable to
Total equity
-
-
(134,521,429)
-
(134,521,429)
134,521,429
-
1,200,000,000
-
-
-
1,700,000,000
(5,775,305,750)
(1,200,000,000)
19,552,833,526
19,418,312,097
134,521,429
3,534,895,045
(5,775,305,750)
-
19,418,312,097
19,418,312,097
-
47,695,178,077
(in Baht)
surpluses
revaluation
changes and
Fair value
Retained earnings
Separate financial statements
25,110,025,000
17,215,736,603
-
2,900,000,000
16,112,422,821
61,338,184,424
- - 25,110,025,000
Profit for the year 28
Dividends
Balance at 31 December 2008
17,215,736,603
-
-
-
-
-
2,900,000,000
-
-
14,849,684,315
(7,281,907,250)
6,019,168,744
60,075,445,918
(7,281,907,250)
6,019,168,744
1 January 2008
Balance at 31 December 2007 and
28
25,110,025,000
Balance at 1 January 2007
Share premium
and paid-up
Note
Issued
For the years ended 31 December 2008 and 2007
Statements of Changes in Equity
Thai Beverage Public Company Limited and its Subsidiaries
STATEMENTS OF CASH FLOWS For the years ended 31 December 2008 and 2007
Consolidated
Separate
financial statements
financial statements
Note
2008
2007
2008
2007
(Restated)
(in Baht)
Cash flows from operating activities Profit for the year
10,606,090,748
10,942,993,616
6,019,168,744
19,418,312,097
Adjustments for Depreciation and amortisation
5,021,625,110
5,267,163,561
31,410,632
Interest income
(36,544,092)
(46,293,684)
(509,518,424)
Interest expense
680,941,746
1,050,194,743
1,050,321,179
1,577,560,366
Unrealised loss on exchange rate
7,582,893
5,840,827
1,554
1,164,320
Bad debts and allowance for doubtful accounts
11,846,875
131,528,253
Amortisation of advance payments to a specialist
50,000,000
50,000,000
(Reversal of) allowance for obsolete inventories
(347,350,371)
142,052,827
-
-
Impairment loss on property
-
58,902,936
-
-
28,966,567 (775,352,387)
-
-
9,375,000
9,375,000
Gain on sale and disposal of property, plant and equipment and intangible assets
(28,315,105)
(138,540,490)
(402,075)
(63,880,601)
Gain on sale of investment
(525,878,633)
-
(216,460,581)
(6,044)
Dividends
-
-
(5,345,108,398)
(18,985,153,408)
Share of profits from investments accounted for using the equity method
(26,603,216)
(28,641,891)
Income tax expense
4,298,961,167
4,868,398,343
320,486,480
277,248,227
19,712,357,122
22,303,599,041
1,359,274,111
1,488,234,137
-
-
The accompanying notes are an integral part of these financial statements. Thai
Beverage
Public
Company
Limited
129
STATEMENTS OF CASH FLOWS For the years ended 31 December 2008 and 2007
Consolidated
Separate
financial statements
financial statements
Note
2008
2007
2008
2007
(Restated) (in Baht)
Changes in operating assets and liabilities Trade accounts receivable
425,929,901
(342,918,800)
Amounts due from related parties
(37,143,014)
45,410,241
Inventories
(1,104,424,037)
217,460,135
Other current assets
(298,351,354)
540,229,179
Trade accounts payable
746,387,479
37,239,921
Amounts due to related parties
59,948,269
(151,816,525)
45,171,352
16,230,422
Other current liabilities
(361,028,311)
(1,209,422,289)
34,623,593
(139,223,931)
Other non-current liabilities
(59,404,210)
(15,834,161)
(117,900)
Income taxes paid
(4,892,679,811)
(4,276,918,657)
(328,814,781)
Net cash provided by operating activities
14,191,592,034
17,147,028,085
1,130,552,096
- 25,591,633 - (5,175,912) -
1,293,629,337 8,507,390 -
117,900 (178,791,025) 2,488,704,230
The accompanying notes are an integral part of these financial statements. Annual
Report
2008
130
Consolidated
Separate
financial statements
financial statements
Note
2008
2007
2008
2007
(Restated)
(in Baht)
Cash flows from investing activities Interest received
36,667,611
46,449,270
540,001,954
780,791,231
Dividends received
-
-
5,431,438,980
20,290,212,836
Current investments
105,062,233
(103,326,485)
Loans to and amounts due from related parties
296,767,769
7,765,385
4,041,066,340
1,908,300,440
Investments in subsidiaries and associates
39,465,954
39,613,566
(898,999,650)
(9,065,661,600)
Long-term investments
(4,884,746)
(1,879,961)
Purchase of property, plant and equipment
(2,514,262,039)
(1,595,906,177)
(7,023,112)
Decrease in property, plant and equipment
447,714,228
1,142,935,504
1,893,458
Purchase of intangible assets
(44,683,527)
(32,589,748)
Decrease in intangible assets
50,352,369
11,202,716
-
-
Leasehold right
294,800
(43,338,000)
-
-
Other non-current assets
13,304,217
(8,790,220)
(2,000)
(3,582,600)
Net cash outflow on acquisition of subsidiaries
(6,334,248,277)
(253,930,304)
(6,253,195,840)
(114,999,310)
Net cash inflow on disposal of subsidiaries
1,590,953,318
-
1,590,953,318
-
-
-
(9,205,674) 819,205,608
(25,087,589)
(8,595,148)
7,820
Net cash provided by (used in) investing activities
(6,317,496,090)
(791,794,454)
4,421,045,859
14,596,473,603
The accompanying notes are an integral part of these financial statements. Thai
Beverage
Public
Company
Limited
131
STATEMENTS OF CASH FLOWS For the years ended 31 December 2008 and 2007
Consolidated
Separate
financial statements
financial statements
Note
2008
2007
2008
2007
(Restated) (in Baht)
Cash flows from financing activities Interest paid
(730,951,187)
(1,142,353,029)
(1,106,570,730)
(1,708,451,681)
Dividends paid to equity holders of the Company
(7,281,907,250)
(5,775,305,750)
(7,281,907,250)
(5,775,305,750)
Dividends paid to minority interests
(220,784)
(465,469)
-
-
Dividends paid by subsidiary before business restructuring
(375,000,000)
(228,740,130)
-
-
Bank overdrafts and short-term loans from financial institutions
2,703,127,927
(1,158,155,126)
448,476,273
Repayment of short-term guaranteed bonds
-
(2,200,000,000)
-
(2,200,000,000)
Repayment of long-term guaranteed bonds
(3,000,000,000)
(2,300,000,000)
(3,000,000,000)
(2,300,000,000)
Loans from related parties
-
(4,615,231,380)
3,948,200,000
(8,776,000,000)
1,768,125,256
Proceeds from long-term loans from financial institutions
3,190,000,000
5,400,000,000
3,190,000,000
5,400,000,000
Repayment of long-term loans from financial institutions
(1,755,000,000)
(3,500,000,000)
(1,755,000,000)
(3,500,000,000)
Net cash used in financing activities
(7,249,951,294)
(15,520,250,884)
(5,556,801,707)
(17,091,632,175)
Net increase (decrease) in cash and
624,144,650
834,982,747
(5,203,752)
(6,454,342)
Cash and cash equivalents at beginning of year
2,587,796,039
1,941,381,331
9,168,240
15,622,582
cash equivalents
Effect of exchange rate changes on balances held in foreign currencies Cash and cash equivalents at end of year
6
(1,294,948,745)
(188,568,039)
1,916,991,944
2,587,796,039
- 3,964,488
9,168,240
The accompanying notes are an integral part of these financial statements. Annual
Report
2008
132
NOTES TO THE FINANCIAL STATEMENTS For the years ended 31 December 2008 and 2007
Note Contents
Note Contents
1
General information
19
Reserves
2
Basis of preparation of the financial statements
20
Segment information
3
Significant accounting policies
21
Other income
4
Common control transactions and acquisitions
22
Selling and administrative expenses
5
Related party transactions and balances
23
Personnel expenses
6
Cash and cash equivalents
24
Interest expense
7
Other investments
25
Income tax expense
8
Trade accounts receivable
26
Promotional privileges
9
Inventories
27
Earnings per share
10
Other current assets
28
Dividends
11
Investments in subsidiaries and associates
29
Changes in accounting policy
12
Property, plant and equipment
30
Financial instruments
13
Intangible assets
31
Commitments with non-related parties
14
Leasehold right
32
Events after the balance sheet date
15
Other non-current assets
33
Thai Accounting Standards (TAS) not yet adopted
16
Interest-bearing liabilities
34
Reclassification of accounts
17
Trade accounts payable
35
Significant differences between Thai GAAP and IFRS
18
Other current liabilities
Thai
Beverage
Public
Company
Limited
133
These notes form an integral part of the financial statements.
The financial statements were authorised for issue by the directors on 27 February 2009.
1. General information Thai Beverage Public Company Limited, the “Company”, is incorporated and registered as a public company in Thailand on 29 October 2003. The registered office of the Company is at 14 Vibhavadi Rangsit Road, Chomphon, Chatuchak Bangkok.
The Company was listed on the Singapore Exchange Securities Trading Limited (SGX-ST) in May 2006.
The principal businesses of the Company and its subsidiaries are the production, distribution of alcoholic and non-alcoholic beverages, industrial alcohol, semi-finished food, finished food, bread, ramen and other by-products including Japanese restaurants. Details of the Company’s subsidiaries as at 31 December 2008 and 2007 were as follows:
Ownership
Country of
interest (%)
Name of the entity
incorporation
Type of business
2008
2007
Direct subsidiaries 1. Beer Thai (1991) PCL.
Beer brewery and production
Thailand
100.00
100.00
of drinking water and
soda water
2. Beer Thip Brewery (1991) Co., Ltd.
Beer brewery and production
Thailand
100.00
100.00
of drinking water and
soda water
3. Sangsom Co., Ltd.
Spirits distillery
Thailand
100.00
100.00
4. Fuengfuanant Co., Ltd.
Spirits distillery
Thailand
100.00
100.00
5. Mongkolsamai Co., Ltd.
Spirits distillery
Thailand
100.00
100.00
6. Thanapakdi Co., Ltd.
Spirits distillery
Thailand
100.00
100.00
7. Kanchanasingkorn Co., Ltd.
Spirits distillery
Thailand
100.00
100.00
8. Sura Bangyikhan Co., Ltd.
Spirits distillery
Thailand
100.00
100.00
9. Athimart Co., Ltd.
Spirits distillery
Thailand
100.00
100.00
10. S.S. Karnsura Co., Ltd.
Spirits distillery
Thailand
100.00
100.00
Annual
Report
2008
134
Ownership
Country of
interest (%)
Name of the entity
Type of business
incorporation
11. Kankwan Co., Ltd.
Spirits distillery
12. Theparunothai Co., Ltd.
2008
2007
Thailand
100.00
100.00
Spirits distillery
Thailand
100.00
100.00
13. Red Bull Distillery (1988) Co., Ltd.
Spirits distillery
Thailand
100.00
100.00
14. United Winery and Distillery Co., Ltd.
Spirits distillery
Thailand
100.00
100.00
15. Simathurakij Co., Ltd.
Spirits distillery
Thailand
100.00
100.00
16. Nateechai Co., Ltd.
Spirits distillery
Thailand
100.00
100.00
17. Luckchai Liquor Trading Co., Ltd.
Spirits distillery
Thailand
100.00
100.00
18. Sura Piset Thipparat Co., Ltd.
Spirits distillery
Thailand
100.00
100.00
19. Thai Alcohol PCL.
Alcohol distillery
Thailand
-
100.00
20. Pomthip Co., Ltd.
Beer distributor
Thailand
100.00
100.00
21. Pomkit Co., Ltd.
Beer distributor
Thailand
100.00
100.00
22. Pomkung Co., Ltd.
Beer distributor
Thailand
100.00
100.00
23. Pomchok Co., Ltd.
Beer distributor
Thailand
100.00
100.00
24. Pomcharoen Co., Ltd.
Beer distributor
Thailand
100.00
100.00
25. Pomburapa Co., Ltd.
Beer distributor
Thailand
100.00
100.00
26. Num Yuk Co., Ltd.
Spirits distributor
Thailand
100.00
100.00
27. Num Kijjakarn Co., Ltd.
Spirits distributor
Thailand
100.00
100.00
28. Num Palang Co., Ltd.
Spirits distributor
Thailand
100.00
100.00
29. Num Muang Co., Ltd.
Spirits distributor
Thailand
100.00
100.00
30. Num Nakorn Co., Ltd.
Spirits distributor
Thailand
100.00
100.00
31. Num Thurakij Co., Ltd.
Spirits distributor
Thailand
100.00
100.00
32. Thipchalothorn Co., Ltd.
Beer and sprits agency
Thailand
100.00
100.00
33. Krittayabun Co., Ltd.
Beer and sprits agency
Thailand
100.00
100.00
34. Surathip Co., Ltd.
Spirits agency
Thailand
100.00
100.00
35. Sunthronpirom Co., Ltd.
Spirits agency
Thailand
100.00
100.00
36. Piromsurang Co., Ltd.
Spirits agency
Thailand
100.00
100.00
37. Thai Beverage Energy Co., Ltd.
Trading of fertilizer, bio gas and
(Formerly: Bionic Humus Co., Ltd.)
distribution of spirits
38. Wrangyer Beverage (2008) Co., Ltd.
Production and distribution of
Direct subsidiaries (continued)
(Formerly: Maharas Agri Co., Ltd.) 39. Thai Molasses Co., Ltd.
Thailand
100.00
100.00
energy drink
Thailand
100.00
100.00
Trading of molasses
Thailand
99.72
99.72
40. Feed Addition Co., Ltd.
(Formerly: Additive Food Co., Ltd.)
Trading of feeds
Thailand
100.00
100.00
41. Pan International (Thailand) Co., Ltd.
Trading of supplies and
Thailand
100.00
100.00
procurement
Thai
Beverage
Public
Company
Limited
135
Ownership
Country of
interest (%)
Name of the entity
incorporation
Type of business
2008
2007
Direct subsidiaries (continued) 42. Charun Business 52 Co., Ltd.
Brick producer and
distribution of spirits
Thailand
100.00
100.00
43. Thai Cooperage Co., Ltd.
Oak barrel producer
Thailand
100.00
100.00
44. Thai Beverage Recycle Co., Ltd.
(Formerly: Bang-Na Logistic Co., Ltd.)
Trading of bottles
Thailand
100.00
100.00
45. Thai Beverage Logistics Co., Ltd.
Transportation
Thailand
100.00
100.00
46. Thai Beverage Marketing Co., Ltd.
Import and export spirits for
trading/ international marketing
and non-alcoholic beverages
agency
Thailand
100.00
100.00
47. Dhanasindhi Co., Ltd.
Construction
Thailand
100.00
100.00
48. Dhospaak Co., Ltd.
Advertising agency
Thailand
100.00
100.00
49. International Beverage Holdings Limited
Holding company
Hong Kong
100.00
100.00
50. Cosmos Brewery (Thailand) Co., Ltd.
Beer brewery and production
of drinking water and soda
water
Thailand
100.00
100.00
51. Thai Beverage Brands Co., Ltd.
(Formerly: T.C.C. Cosmo Corporation Ltd.)
Trademark holding
Thailand
100.00
100.00
Thailand
100.00
100.00
52. Beer Chang Co., Ltd.
Trademark holding and
production of concentrate
materials
53. Archa Beer Co., Ltd.
Trademark holding and
production of concentrate
materials
Thailand
100.00
100.00
54. Sura Piset Phatra Lanna Co., Ltd.
Holding company
Thailand
100.00
100.00
55. Thai Drinks Co., Ltd.
Production and distribution of
drinking water
56. Oishi Group PCL.
Japanese restaurant business
and production and distribution
of food and beverage
Annual
Report
2008
Thailand
Thailand
100.00 -
89.93
43.90
136
Ownership
Country of
interest (%)
Name of the entity
incorporation
Type of business
2008
2007
Indirect subsidiaries 57. Thai Thum Distillery Co., Ltd. #
Trading of spirits
Thailand
99.90
99.90
58. Sura Piset Sahasan Co., Ltd. #
Production and distribution
of spirits
Thailand
100.00
100.00
59. Sura Piset Sampan Co., Ltd. #
Production and distribution
of spirits
Thailand
100.00
100.00
60. Muangkij Co., Ltd. #
Import of oak woods
Thailand
100.00
100.00
61. Sint Ek Panich Co., Ltd. #
Mining
Thailand
-
100.00
62. Pan Alcohol Co., Ltd. #
Production and distribution
of vinegar
Thailand
100.00
100.00
63. Banglen Agriculture Co., Ltd. #
Agriculture
Thailand
-
100.00
64. Vitayathan Co., Ltd.
Environmental public relations
Thailand
100.00
100.00
65. InterBev (Singapore) Limited
Trading of alcoholic beverages
Singapore
100.00
100.00
66. InterBev (Cambodia) Co., Ltd.
Trading of alcoholic beverages
Cambodia
100.00
100.00
67. InterBev Malaysia Sdn. Bhd.
Trading of alcoholic beverages
Malaysia
100.00
100.00
68. Best Spirits Company Limited
Trading of alcoholic beverages
Hong Kong
100.00
100.00
69. International Beverage Holdings
(UK) Limited
Holding company
United Kingdom
100.00
100.00
70. United Products Co., Ltd.
Production and distribution
of spirits
71. S P M Foods and Beverages Co., Ltd.
Production and distribution
of drinking water and energy
drinks and spirits agency
72. Oishi Trading Co., Ltd.
Production and distribution of
food and beverage
Thailand
89.93
43.90
73. Oishi Ramen Co., Ltd.
Japanese ramen restaurants
Thailand
89.93
43.90
Thailand
97.98
80.82
Thailand
99.83
83.20
Subsidiaries of indirect subsidiaries* 74. International Beverage Holdings Limited
Trading of alcoholic beverages
USA, Inc. ##
United States
100.00
100.00
of America
75. Blairmhor Limited #
Holding Company
76. Inver House Distillers Limited 77. Blairmhor Distillers Limited #
United Kingdom
100.00
100.00
Production and distribution of spirits United Kingdom
100.00
100.00
Dormant
100.00
100.00
Thai
United Kingdom
Beverage
Public
Company
Limited
137
Ownership
Country of
interest (%)
Name of the entity
incorporation
Type of business
2008
2007
Subsidiaries of indirect subsidiaries*(continued) 78. Wee Beastie Limited #
Dormant
United Kingdom
100.00
100.00
79. Speyburn-Glenlivet Distillery Company
Dormant
United Kingdom
100.00
100.00
Dormant
United Kingdom
100.00
100.00
Dormant
United Kingdom
100.00
100.00
82. The Balblair Distillery Company Limited #
Dormant
United Kingdom
100.00
100.00
83. R. Carmichael & Sons Limited #
Dormant
United Kingdom
100.00
100.00
84. J MacArthur Junior & Company Limited #
Dormant
United Kingdom
100.00
100.00
85. Mason & Summers Limited #
Dormant
United Kingdom
100.00
100.00
86. Hankey Bannister Limited #
Dormant
United Kingdom
100.00
100.00
87. James Catto & Company Limited #
Dormant
United Kingdom
100.00
100.00
88. Glen Calder Blenders Limited #
Dormant
United Kingdom
100.00
100.00
89. Moffat & Towers Limited #
Dormant
United Kingdom
100.00
100.00
Limited # 80. The Knockdhu Distillery Company Limited # 81. The Pulteney Distillery Company Limited #
Associates of indirect subsidiaries** 90. Liquorland Limited
Off licences
United Kingdom
49.49
49.49
91. Inver House Polska Limited
Trading of alcoholic beverages
Poland
44.00
44.00
92. Inver House Distribution SA #
Dormant
France
50.02
50.02
* Subsidiaries of International Beverage Holdings (UK) Limited ** Associates of International Beverage Holdings (UK) Limited # These are currently non-trading. ## On 20 November 2008, International Beverage Holdings (UK) Limited acquired entire ordinary shares of International Beverage Holdings Limited USA, Inc. from International Beverage Holdings Limited.
On 2 June 2008, Sura Piset Phatra Lanna Co., Ltd., the Company’s subsidiary, acquired an additional 600,369 ordinary shares in United Product Co., Ltd., the Company’s indirect subsidiary, from existing equity holders at Baht 135 per share, totalling Baht 81 million. During 2008, S P M Foods and Beverages Co., Ltd., the Company’s indirect subsidiary, decreased its authorised share capital in two stages of 75% each and the subsequent increase of authorised share capital. The authorised share capital will be decreased first from Baht 100 million to Baht 25 million and second from Baht 25 million to Baht 6.25 million. Subsequently, the authorised share capital will be increased by Baht 600 million to Baht 606.25 million by issuing 60.625 million ordinary shares with a Baht 10 par value.
Annual
Report
2008
138
On 31 January 2008, Pan Alcohol Co., Ltd., the Company’s indirect subsidiary, entered into a memorandum of understanding to acquire the majority of the ordinary shares in Carabao Towandaeng Co., Ltd., a company engaged in the production and sales of energy drinks. Then, the Executive Board of Directors’ meeting held on 23 February 2009 unanimously approved to terminate the aforementioned memorandum.
2. Basis of preparation of the financial statements The financial statements issued for Thai reporting purposes are prepared in the Thai language. This English translation of the financial statements has been prepared for the convenience of readers not conversant with the Thai language. The financial statements are prepared in accordance with Thai Accounting Standards (“TAS”) including related interpretations and guidelines promulgated by the Federation of Accounting Professions (“FAP”) and with generally accepted accounting principles in Thailand. The Group has adopted the following new and revised Thai Accounting Standards (TAS) which were issued by the FAP during 2007 and effective for accounting periods beginning on or after 1 January 2008:
TAS 25 (revised 2007) Cash Flows 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
The adoption of these new and revised TAS does not have any material impact on the Company’s financial statements. The FAP has issued during 2008 a number of revised TAS which are only effective for financial statements beginning on or after 1 January 2009 and have not been adopted in the preparation of these financial statements. These revised TAS are disclosed in note 33. The financial statements are presented in Thai Baht, rounded in the notes to the financial statements to the nearest million. They are prepared on the historical cost basis except as stated in the accounting policies. The preparation of financial statements in conformity with TAS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. These
Thai
Beverage
Public
Company
Limited
139
judgements, estimates and assumptions are based on
operating policies of a company so as to obtain benefits
historical experience and various other factors, including
from its activities. The financial statements of subsidiaries
management’s assessment of the potential impact
are included in the consolidated financial statements
on the Group’s operations and financial position of the
from the date that control commences until the date that
global economic crisis. Actual results may differ from
control ceases.
these estimates. Associates The estimates and underlying assumptions are reviewed
Associates are those companies in which the Group has
on an ongoing basis. Revisions to accounting estimates
significant influence, but not control, over the financial and
are recognised in the period in which the estimate is
operating policies. The consolidated financial statements
revised, if the revision affects only that period, or in the
include the Group’s share of the total recognised gains
period of the revision and future periods, if the revision
and losses of associates on an equity accounted basis,
affects both current and future periods.
from the date that significant influence commences until the date that significant influence ceases. When the
Information about significant areas of estimation
Group’s share of losses exceeds its interest in an associate,
uncertainty and critical judgements in applying
the Group’s carrying amount is reduced to nil and
accounting policies that have the most significant effect
recognition of further losses is discontinued except to the
on the amounts recognised in the financial statements
extent that the Group has incurred legal or constructive
is included in the following notes:
obligations or made payments on behalf of the associate.
Note 4
Business combination
Business combinations
Note 31
Valuation of financial instruments
Business combinations are accounted for using the
Note 32
Lease classification
purchase method. The cost of an acquisition is measured at the fair value of the assets given, equity instruments
3. Significant accounting policies
issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the
(a) Basis of consolidation
acquisition.
The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the
Business combination of businesses under common con-
“Group”) and the Group’s interests in associates.
trol are accounted for using a method similar to the pooling of interest method, whereby the assets, liabilities and
Significant intra-group transactions between the Company
contingent liabilities transferred have been accounted for
and its subsidiaries are eliminated on consolidation.
at book values.
Subsidiaries
(b) Foreign currencies
Subsidiaries are those companies controlled by the
Foreign currency transactions
Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and
Annual
Report
2008
Transactions in foreign currencies are translated to Thai
140
Baht at the foreign exchange rates ruling at the dates of
(e) Trade and other accounts receivable
the transactions.
Trade and other accounts receivable (including balances with related parties) are stated at their invoice value less
Monetary assets and liabilities denominated in foreign
allowance for doubtful accounts.
currencies at the balance sheet date are translated to Thai Baht at the foreign exchange rates ruling at that
The allowance for doubtful accounts is assessed primar-
date. Foreign exchange differences arising on translation
ily on analysis of payment histories and future expecta-
are recognised in the statement of income.
tions of customer payments. Bad debts are written off when incurred.
Non-monetary assets and liabilities measured at cost in foreign currencies are translated to Thai Baht using the
(f) Inventories
foreign exchange rates ruling at the dates of the
Inventories are stated at the lower of cost and net realis-
transactions.
able value.
Foreign entities
Cost of raw material, packaging materials, work in prog-
The assets and liabilities of foreign entities are translated
ress and finished goods is calculated using the weighted
to Thai Baht at the average foreign exchange rates ruling
average cost principle, and comprises all costs of pur-
at the balance sheet date.
chase, costs of conversion and other costs incurred in bringing the inventories to their present location and
The revenues and expenses of foreign entities are
condition. In the case of manufactured inventories and
translated to Thai Baht at rates approximating the
work-in-progress, cost includes an appropriate share of
average foreign exchange rates ruling at the dates of
overheads based on normal operating capacity.
the transactions. Net realisable value is the estimated selling price in the Foreign exchange differences arising on translation are
ordinary course of business less the estimated costs to
recognised in a separate component of equity until dis-
complete and to make the sale.
posal of the investments. (g) Investments (c) Derivative financial instruments
Investments in subsidiaries and associates
Forward exchange contracts are treated as off-balance Investments in subsidiaries and associates in the sepa-
sheet items.
rate financial statements of the Company are accounted (d) Cash and cash equivalents
for using the cost method. Investments in associates in
Cash and cash equivalents in the statements of cash
the consolidated financial statements are accounted for
flows comprise cash balances, call deposits and highly
using the equity method.
liquid short-term investments. Bank overdrafts that are repayable on demand are a component of financing
Investments in other equity securities
activities for the purpose of the statement of cash flows.
Marketable equity securities are classified as being
Thai
Beverage
Public
Company
Limited
141
available-for-sale and are stated at fair value, with
minimum lease payments at the inception of the lease,
any resultant gain or loss being recognised directly in
less accumulated depreciation and impairment losses.
equity. The exceptions are impairment losses, which
Lease payments are apportioned between the finance
are recognised in the statement of income. When these
charges and reduction of the lease liability so as to
investments are derecognised the cumulative gain or loss
achieve a constant rate of interest on the remaining
previously recognised directly in the equity is recognised
balance of the liability.
in the statement of income.
directly to the statement of income.
Equity securities which are not marketable are stated at
Revalued assets
cost less impairment losses.
Revaluations are performed by independent professional
Finance charges are charged
valuers with sufficient regularity. The Groupâ&#x20AC;&#x2122;s policy The fair value of financial instruments classified as
requires an appraisal to be conducted every three to
available-for-sale is determined as the quoted bid price
five years or when there are factors that might materially
at the balance sheet date.
impact the value of the land, to ensure that the carrying amount of these assets does not differ materially from
Disposal of investments
that which would be determined using fair values at the
On disposal of an investment, the difference between net
balance sheet date.
disposal proceeds and the carrying amount together with the associated cumulative gain or loss that was reported
Any increase in value, on revaluation, is credited to
in equity is recognised in the statement of income.
equity under the heading â&#x20AC;&#x153;revaluation surplusâ&#x20AC;? unless it offsets a previous decrease in value recognised in
(h) Property, plant and equipment
the statement of income in respect of the same asset.
Owned assets
A decrease in value is recognised in the statement of
Property, plant and equipment are stated at cost less
income to the extent it exceeds an increase previously
accumulated depreciation and impairment losses except
recognised in equity in respect of the same asset. Upon
for land which is stated at its revalued amount.
disposal of a revalued asset, any related revaluation
The
revalued amount is the fair value.
surplus is transferred from equity to retained earnings and is not taken into account in calculating the gain or
Property that is being constructed or developed for
loss on disposal.
future use is classified as property, plant and equipment and stated at cost until construction or development is
Subsequent expenditure
complete.
Subsequent expenditure relating to an item of property, plant and equipment is added to the carrying amount of
Leased assets
the asset when it is probable that the future economic
Leases in terms of which the Group substantially
benefits in excess of the originally assessed standard of
assumes all the risk and rewards of ownership are
performance of the existing asset will flow to the Group.
classified as finance leases. Property, plant and equipment
All other subsequent expenditure is recognised as an
acquired by way of finance leases is capitalised at
expense in the period in which it is incurred.
the lower of its fair value and the present value of the
Annual
Report
2008
142
Depreciation
Subsequent measurement
Depreciation is charged to the statement of income on a
Goodwill is measured at cost less impairment losses. In
straight-line basis over the estimated useful lives of each
respect of equity accounted investments, the carrying
part of an item of property, plant and equipment. The
amount of goodwill is included in the carrying amount of
estimated useful lives are as follows:
the investment.
Land improvement
3-20 years
Other intangible assets
10-40 years
Other intangible assets that are acquired by the Group,
Building improvements
2-30 years
which have finite useful lives, are stated at cost less
Machinery and equipment
4-40 years
accumulated amortisation and impairment losses.
Building and constructions
Oak barrels
10-20 years
Furniture, fixtures and office equipment
3-10 years
Amortisation
Vehicles
3-10 years
Amortisation is recognised in the statement of income on a straight-line basis and unit of production basis over the
No depreciation is provided on freehold land and assets
estimated useful lives of intangible assets, from the date
under construction.
that they are available for use. The estimated useful lives are as follows:
(i) Intangible assets Goodwill
Computer software
3-10 years
Goodwill in a business combination represents the excess
(straight-line method)
of the cost of acquisition over the fair value of the Group’s
Trademarks
10 years
share of the identifiable net assets acquired. The Group
(straight-line method)
has changed its accounting policy for goodwill with effect
Broadcasting rights
4 years
from 1 January 2008 discussed in note 29.
(unit of production method)
Licences
10 years
(straight-line method)
Acquisitions prior to 1 January 2008 Goodwill represents the amount reocgnised under the Group’s previous accounting policy under which goodwill
(j) Leasehold rights
was stated at cost less accumulated amortisation and im-
Leasehold rights are stated at cost less accumulated am-
pairment losses. Goodwill carried in the balance sheet
ortisation and impairment losses.
as at 31 December 2007 was brought forward to 1 January 2008 and presented at net book value as the deemed
Amortisation is recognised in the statement of income on
cost of the goodwill by reversing the related accumulated
a straight-line basis over the agreement period.
amortisation against the cost of the goodwill. (k) Impairment Acquisitions on or after 1 January 2008
The carrying amounts of the Group’s assets are reviewed
Goodwill is stated at cost. Negative goodwill is recognised
at each balance sheet date to determine whether there
immediately in the statement of income.
is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated.
Thai
Beverage
Public
Company
Limited
143
Goodwill and other intangible assets with indefinite
relates to the restructuring of businesses under the
useful lives, and intangible assets not yet available
common control of the ultimate majority equity holder
for use, are tested for impairment annually and when
of the Company and arises from the difference between
indicators of impairment are identified.
the cost of the combination and the carrying amounts of net identifiable assets at the date of combination
An impairment loss is recognised whenever the carrying
(except for businesses acquired that are not under
amount of an asset exceeds its recoverable amount.
common control, net identifiable assets are measured at
The impairment loss is recognised in the statement of
the fair value). The Company recognises the difference
income unless it reverses a previous revaluation credited
arising from common control transactions under equity
to equity, in which case it is charged to equity.
until disposal of the investment.
(l) Interest-bearing liabilities
(p) Revenue
Interest-bearing liabilities are recognised initially at fair
Revenue excludes value added taxes or other sales taxes
value less attributable transaction charges. Subsequent
and is arrived at after deduction of trade discounts.
to initial recognition, interest-bearing liabilities are stated at amortised cost with any difference between cost and
Sale of goods and services rendered
redemption value being recognised in the statement of
Revenue is recognised in the statement of income when
income over the period of the borrowings on an effective
the significant risks and rewards of ownership have
interest basis.
been transferred to the buyer. No revenue is recognised if there is continuing management involvement with the
(m) Trade and other accounts payable
goods or there are significant uncertainties regarding
Trade and other accounts payable (including balances
recovery of the consideration due, associated costs
with related parties) are stated at cost.
or the probable return of goods. Service income is recognised as services are provided.
(n) Provisions A provision is recognised in the balance sheet when the
When the outcome of a contract for the rendering of
Group has a present legal or constructive obligation as a
services can be estimated reliably, contract revenue is
result of a past event, and it is probable that an outflow of
recognised in the statement of income by reference to the
economic benefits will be required to settle the obligation
stage of completion of the contract activity at the balance
and a reliable estimate can be made of the amount of
sheet date. When the outcome of the contract cannot
the obligation. If the effect is material, provisions are
be estimated reliably, revenue is recognised only to the
determined by discounting the expected future cash flows
extent of the expenses recognised that are recoverable.
at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the
Construction contracts
risks specific to the liability.
When the outcome of a construction contract can be estimated reliably, contract revenue and expenses are
(o) Difference arising from common
recognised in the statement of income by reference to
control transactions
the stage of completion of the contract activity at the
Difference arising from common control transactions
balance sheet date. The stage of completion is assessed
Annual
Report
2008
144
the percentage of completion method, which is measured
Other income and expenses are recognised on an
by the project engineer. When it is probable that total
accrual basis.
contract costs will exceed total contract revenue, the expected loss is recognised immediately as an expense
(r) Income tax
in the statement of income.
Income tax on the profit or loss for the year comprises current tax. Current tax is the expected tax payable on the
Interest and dividend income
taxable income for the year, using tax rates enacted at
Interest income is recognised in the statement of income
the balance sheet date and applicable to the reporting
as it accrues. Dividend income is recognised in the
period, and any adjustment to tax payable in respect of
statement of income on the date the Groupâ&#x20AC;&#x2122;s right to
previous years.
receive payments is established which in the case of marketable securities is usually the ex-dividend date.
4. Common control transactions and acquisitions
(q) Expenses
Common control transactions
Operating leases Payments made under operating leases are recognised
The Company was formed in 2003 to combine the
in the statement of income on a straight line basis over
separate beverages businesses of the ultimate controlling
the term of the lease. Lease incentives received are
equity holder group, the Siriwadhanabhakdi family,
recognised in the statement of income as an integral part
which were held as part of the operations of 89 separate
of the total lease payments made. Contingent rentals are
companies, into a single group of companies between
charged to the statement of income for the accounting
2003 and 2006. Prior to the restructuring these business
period in which they are incurred.
were under the common control of the ultimate controlling equity holder of the Company.
Finance costs Interest expenses and similar costs are charged to the
As the same ultimate controlling equity holder controlled
statement of income for the period in which they are
the businesses and operations transferred to the Company
incurred, except to the extent that they are capitalised
both before and after the recent restructuring, the
as
acquisition,
consolidated financial statements have been prepared on
construction or production of an asset which necessarily
the basis of a business combination involving entities
takes a substantial period of time to be prepared for
and businesses under common control. Accordingly, the
its intended use or sale. The interest component of finance
transfer of businesses and operations has been accounted
lease payments is recognised in the statement of income
for in a manner similar to a pooling of interests and the
using the effective interest rate method.
assets, liabilities and contingent liabilities transferred have
being
directly
attributable
to
the
been accounted for at book values. Research and development Research and development costs, including costs of
On 30 September 2008, the Company acquired 43.9%
developing new beverage products and package design are
interest in Oishi Group Public Company Limited and its
expensed in the accounting period in which they are
subsidiaries, â&#x20AC;&#x153;Oishiâ&#x20AC;?, from a company affiliated with
incurred.
the controlling equity holders of the Company, under a
Thai
Beverage
Public
Company
Limited
145
common ultimate controlling equity holder. As the
operations of Oishi had been acquired at the beginning
same ultimate controlling equity holder controlled Oishi
of 2007.
both before and after the acquisition, the consolidated financial statements have been prepared on the basis
The difference of Baht 2,079 million between the
of a business combination involving an entity under
consideration of Baht 3,053 million to be paid by the
common control.
Company for the acquisition of the 43.9% interest in Oishi and the carrying amount of the net identifiable
The consolidated balance sheets have been prepared to
assets of Oishi at the date of the transaction and
present assets and liabilities of Oishi as if the acquisition
attributable to the Companyâ&#x20AC;&#x2122;s equity interest of Baht 974
had taken place at the beginning of 2007. Therefore,
million is included in â&#x20AC;&#x153;Difference arising from common
the consolidated financial statements for the year ended
control transactionsâ&#x20AC;?.
31 December 2007 have been revised to include the
assets, liabilities and operations of Oishi acquired during
Restatement
2008.
The assets and liabilities acquired have been
The consolidated financial statements for the years
stated at their carrying values, after adjusting for
ended 31 December 2007 and 2006 have been restated
intercompany transactions and transactions with the
accordingly. The effects of the restatement on the
ultimate controlling equity holder. The consolidated
consolidated balance sheets as at 31 December 2007 and
statements of income and cash flows include the results
2006, and the consolidated statement of income for the
of operations and cash flows as if the businesses and
year ended 31 December 2007 are summarized as follows:
Consolidated
Balance
previously
the
Balance
reported
restatement
restated
Effect of
(in million Baht)
2007 Balance sheet Total assets
79,527
2,879
82,406
Total liabilities
24,574
737
25,311
Difference arising from common control transactions
(17,141)
940
(16,201)
Minority interests
43
1,201
1,244
Equity
54,953
2,142
57,095
2006 Balance sheet Total assets
85,579
2,485
88,064
Total liabilities
33,025
673
33,698
Difference arising from common control transactions
(17,141)
795
(16,346)
Minority interests
1
1,016
1,017
Equity
52,554
1,812
54,366
Annual
Report
2008
146
Consolidated
Balance
previously
the
Balance
reported
restatement
restated
Effect of
(in million Baht)
2007
Statement of income Profit for the year
10,385
558
10,943
Basic earnings per share (Baht)
0.41
0.01
0.42
Acquisitions On 18 November 2008, the Company paid for 86,295,662 ordinary shares in Oishi representing 46.03% interest in Oishi for the remaining shares in accordance with the Notification of the Securities and Exchange Commission to make a tender offer by paying Baht 3,199.94 million in cash for the shares which included directly attributable expenses of Baht 7 million.
The acquireeâ&#x20AC;&#x2122;s net assets at the acquisition date comprised the followings:
(in million Baht)
Cash and cash equivalents
287
Trade accounts receivable
191
Inventories
133
Property, plant and equipment
670
Intangible assets
67
Other assets
53
Trade accounts payable
(244)
Other liabilities
(135)
Net identifiable assets and liabilities
1,022
Goodwill on acquisition
2,178
Consideration paid
3,200
Cash acquired
(287)
Net cash outflow
2,913
5. Related party transactions and balances Related parties are those parties linked to the Group and the Company as shareholders or by common shareholders or directors. Transactions with related parties are conducted at prices based on market prices or, where no market price exists, at contractually agreed prices. Relationships with related parties that control or jointly control the Company or are being controlled or jointly controlled by the Company or have transactions with the Group were as follows:
Thai
Beverage
Public
Company
Limited
147
Country of
Name of the entity
incorporation
nationality
Nature of relationships
1. Beer Thai (1991) PCL.
Thailand
Direct subsidiary, 100% shareholding
2. Beer Thip Brewery (1991) Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
3. Sangsom Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
4. Fuengfuanant Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
5. Mongkolsamai Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
6. Thanapakdi Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
7. Kanchanasingkorn Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
8. Sura Bangyikhan Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
9. Athimart Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
10. S.S. Karnsura Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
11. Kankwan Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
12. Theparunothai Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
13. Red Bull Distillery (1988) Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
14. United Winery and Distillery Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
15. Simathurakij Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
16. Nateechai Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
17. Luckchai Liquor Trading Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
18. Sura Piset Thipparat Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
19. Pomthip Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
20. Pomkit Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
21. Pomkung Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
22. Pomchok Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
23. Pomcharoen Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
24. Pomburapa Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
25. Num Yuk Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
26. Num Kijjakarn Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
27. Num Palang Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
28. Num Muang Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
29. Num Nakorn Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
30. Num Thurakij Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
31. Thipchalothorn Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
32. Krittayabun Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
33. Surathip Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
34. Sunthronpirom Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
35. Piromsurang Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
Annual
Report
2008
148
Country of
Name of the entity
incorporation
nationality
Nature of relationships
36. Thai Beverage Energy Co., Ltd.
(Formerly: Bionic Humus Co., Ltd.)
Thailand
Direct subsidiary, 100% shareholding
37. Wrangyer Beverage (2008) Co., Ltd.
(Formerly: Maharas Agri Co., Ltd.)
Thailand
Direct subsidiary, 100% shareholding
38. Thai Molasses Co., Ltd.
Thailand
Direct subsidiary, 99.72% shareholding
39. Feed Addition Co., Ltd.
(Formerly: Additive Food Co., Ltd.)
Thailand
Direct subsidiary, 100% shareholding
40. Pan International (Thailand) Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
41. Charun Business 52 Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
42. Thai Cooperage Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
43. Thai Beverage Recycle Co., Ltd.
(Formerly: Bang-Na Logistic Co., Ltd.)
Thailand
Direct subsidiary, 100% shareholding
44. Thai Beverage Logistics Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
45. Thai Beverage Marketing Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
46. Dhanasindhi Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
47. Dhospaak Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
48. International Beverage Holdings Limited
Hong Kong
Direct subsidiary, 100% shareholding
49. Cosmos Brewery (Thailand) Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
50. Thai Beverage Brands
(Formerly: T.C.C. Cosmo Corporation Ltd.)
Thailand
Direct subsidiary, 100% shareholding
51. Beer Chang Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
52. Archa Beer Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
53. Sura Piset Phatra Lanna Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
54. Thai Drinks Co., Ltd.
Thailand
Direct subsidiary, 100% shareholding
55. Oishi Group PCL.
Thailand
Direct subsidiary, 89.93% shareholding
56. Thai Thum Distillery Co., Ltd.
Thailand
Indirect subsidiary, 99.90% shareholding
57. Sura Piset Sahasan Co., Ltd.
Thailand
Indirect subsidiary, 100% shareholding
58. Sura Piset Sampan Co., Ltd.
Thailand
Indirect subsidiary, 100% shareholding
59. Muangkij Co., Ltd.
Thailand
Indirect subsidiary, 100% shareholding
60. Pan Alcohol Co., Ltd.
Thailand
Indirect subsidiary, 100% shareholding
61. Vitayathan Co., Ltd.
Thailand
Indirect subsidiary, 100% shareholding
62. InterBev (Singapore) Limited
Singapore
Indirect subsidiary, 100% shareholding
63. InterBev (Cambodia) Co., Ltd.
Cambodia
Indirect subsidiary, 100% shareholding
64. InterBev Malaysia Sdn. Bhd.
Malaysia
Indirect subsidiary, 100% shareholding
65. Best Spirits Company Limited
Hong Kong
Indirect subsidiary, 100% shareholding
Thai
Beverage
Public
Company
Limited
149
Country of
Name of the entity
incorporation
nationality
66. International Beverage Holdings (UK) Limited
United Kingdom Indirect subsidiary, 100% shareholding
67. United Products Co., Ltd.
Thailand
Indirect subsidiary, 97.98% shareholding
68. S P M Foods and Beverages Co., Ltd.
Thailand
Indirect subsidiary, 99.83% shareholding
69. Oishi Trading Co., Ltd.
Thailand
Indirect subsidiary, 89.93% shareholding
70. Oishi Ramen Co., Ltd.
Thailand
Indirect subsidiary, 89.93% shareholding
71. International Beverage Holdings Limited
United States
Subsidiary of indirect subsidiary,
USA, Inc.
of America
100% shareholding
72. Blairmhor Limited
United Kingdom Subsidiary of indirect subsidiary,
73. Inver House Distillers Limited
100% shareholding
United Kingdom Subsidiary of indirect subsidiary,
75. Wee Beastie Limited
100% shareholding
United Kingdom Subsidiary of indirect subsidiary,
74. Blairmhor Distillers Limited
Nature of relationships
100% shareholding
United Kingdom Subsidiary of indirect subsidiary,
100% shareholding
76. Speyburn-Glenlivet Distillery Company Limited United Kingdom
Subsidiary of indirect subsidiary,
77. The Knockdhu Distillery Company Limited
United Kingdom Subsidiary of indirect subsidiary,
78. The Pulteney Distillery Company Limited
Report
2008
100% shareholding
United Kingdom Subsidiary of indirect subsidiary,
Annual
100% shareholding
United Kingdom Subsidiary of indirect subsidiary,
85. Glen Calder Blenders Limited
100% shareholding
United Kingdom Subsidiary of indirect subsidiary,
84. James Catto & Company Limited
100% shareholding
United Kingdom Subsidiary of indirect subsidiary,
83. Hankey Bannister Limited
100% shareholding
United Kingdom Subsidiary of indirect subsidiary,
82. Mason & Summers Limited
100% shareholding
United Kingdom Subsidiary of indirect subsidiary,
81. J MacArthur Junior & Company Limited
100% shareholding
United Kingdom Subsidiary of indirect subsidiary,
80. R. Carmichael & Sons Limited
100% shareholding
United Kingdom Subsidiary of indirect subsidiary,
79. The Balblair Distillery Company Limited
100% shareholding
100% shareholding
150
Country of
Name of the entity
incorporation
nationality
86. Moffat & Towers Limited
United Kingdom Subsidiary of indirect subsidiary,
87. Liquorland Limited
Nature of relationships
100% shareholding
United Kingdom Associates of indirect subsidiary,
49.90% shareholding
88. Inver House Polska Limited
Associates of indirect subsidiary,
Poland
44.00% shareholding
89. Inver House Distribution SA
Associates of indirect subsidiary,
France
50.02% shareholding
90. Thai Alcohol PCL.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
91. Sint EK Panich Co., Ltd.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
92. Banglen Agriculture Co., Ltd.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
93. Pisetkij Co., Ltd.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
94. The Maewang Sugar Industry Co., Ltd.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
95. The Chonburi Sugar Corp. Ltd.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
96. The Utaradit Sugar Industry Co., Ltd.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
97. The Suphanburi Sugar Industry Co., Ltd.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
98. The Southeast Insurance Co., Ltd.
Directors and controlling equity holders hold
Thailand
(Formerly: The Southeast Insurance
substantial shares indirectly
(2000) Co., Ltd.) 99. Southeast Capital Co., Ltd.
Thailand
Directors and controlling equity holders hold
substantial shares indirectly
100. T.C.C. Technology Co., Ltd.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
101. TCC Capital Land Limited
Directors and controlling equity holders hold
Thailand
(Formerly: T.C.C. Capital Land Limited)
substantial shares indirectly
102. Thai Glass Industries PCL.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
Thai
Beverage
Public
Company
Limited
151
Country of
Name of the entity
incorporation
nationality
103. Bang-Na Glass Co., Ltd.
Thailand
Nature of relationships
Directors and controlling equity holders hold
substantial shares indirectly
104. TCC Hotel Collection Co., Ltd.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
105. Siam Realty Co., Ltd.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
106. Terragro Fertilizer Co., Ltd.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
107. Dhipaya Sugar (1999) Co., Ltd.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
108. BJC Industrial and Trading Co., Ltd.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
109. North Park Real Estate Co., Ltd.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
110. TCC PD 11 Co., Ltd.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
111. Thippatana Arcade Co., Ltd.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
112. Siam Food Products PCL.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
113. BJC Healthcare Co., Ltd.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
114. New Noble Property and Loan Fund
Directors and controlling equity holders
Thailand
are the principal unit holder of this real
estate investment fund
115. Dynamic Assets Property and Loan Fund
Directors and controlling equity holders
Thailand
are the principal unit holder of this real
estate investment fund
116. Best Fortune Property and Loan Fund
Directors and controlling equity holders
Thailand
are the principal unit holder of this real
estate inves tment fund
117. Plaza Athenee Hotel (Thailand) Co., Ltd.
Directors and controlling equity holders
Thailand
are the directors and hold substantial
shares indirectly
Annual
Report
2008
152
Country of
Name of the entity
incorporation
nationality
118. North Park Golf And Sport Club Co., Ltd.
Thailand
Nature of relationships
Directors and controlling equity holders are
directors and hold substantial shares indirectly
119. Berli Jucker PCL.
Directors and controlling equity holders hold
Thailand
substantial shares indirectly
120. Thai Beverage Can Co., Ltd.
Directors and controlling equity holders
Thailand
hold 50% shares
121. Great Oriole Limited
British Virgin
Have common controlling equity holders
Islands
122. Madrigal Trading Limited
British Virgin
Directors and equity holders are
Islands
the directors of subsidiary
123. Kluey Kluey Co., Ltd.
Thailand
Director of direct subsidiary is director
of Kluey Kluey Co., Ltd.
124. O.G.T. Co., Ltd.
Director of subsidiary is relative of
Thailand
Director of O.G.T. Co., Ltd.
125. PS Recycle Co., Ltd.
Directors and controlling equity holders are
Thailand
relatives of controlling person
The pricing policies for particular types of transactions are explained further below:
Transactions
Pricing policies
Sale of finished goods
Agreed prices which approximate market prices
Rendering of services
Contractual prices
Purchase of goods/raw materials
Agreed prices which approximate market prices
Receiving of services
Contractual prices
Purchase and sale of property, plant and equipment
Contractual prices
Purchase and sale of investments
Contractual prices
Interest income and expense
Rate as mutually agreed by shareholders with
reference interest rates quoted by domestic
commercial banks
Thai
Beverage
Public
Company
Limited
153
Significant transactions for the years ended 31 December 2008 and 2007 with related parties were as follows:
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Subsidiaries Management fees
-
-
2,523
2,577
Dividends
-
-
5,345
18,985
Purchases of investments
-
-
-
9,180
Interest income
-
-
506
773
Interest expense
-
-
549
732
Other income
-
-
4
9
Other expenses
-
-
101
67
Other related parties
Sales of goods
604
471
-
-
Rendering of services
13
14
-
-
Purchases of raw materials and packaging
5,386
4,827
-
-
Overhead costs
181
225
-
-
Sales of property, plant and equipment
5
1,027
-
819
Purchases of property, plant and equipment
3
32
Sales of investment (See Note 11 to the
- -
financial statements)
1,591
-
Interest expense
-
66
-
-
Other income
682
173
217
64
Other expenses
410
305
81
73
Share of profits from investments accounted for using the equity method
27
29
1,591 -
-
-
Directorsâ&#x20AC;&#x2122; remuneration
Annual
Report
2008
294
276
278
262
154
Balances as at 31 December 2008 and 2007 with related parties were as follows:
Trade accounts receivable from related parties
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Other related companies Thai Alcohol PCL.
53
-
-
-
O.G.T. Co., Ltd.
52
49
-
-
PS Recycle Co., Ltd.
6
3
-
-
Pisetkij Co., Ltd.
2
3
-
-
Others
3
5
-
-
Total
116
60
-
-
Thai
Beverage
Public
Company
Limited
155
loans to
Short-term due from
Total
loans to
Amounts Short-term
2008
2007
due from
loans to
(in million Baht)
Total
Amounts Short-term
Consolidated financial statements
due from
Total
loans to
Amounts Short-term
2008
Separate financial statements 2007
due from
Total
Amounts
-
-
- - - - - - - - - - - - - - - - - - - -
- - - - - -
Sangsom Co., Ltd.
Fuengfuanant Co., Ltd.
Mongkolsamai Co., Ltd.
Thanapakdi Co., Ltd.
Kanchanasingkorn Co., Ltd.
Sura Bangyikhan Co., Ltd.
Athimart Co., Ltd.
S.S. Karnsura Co., Ltd.
Kankwan Co., Ltd.
Theparunothai Co., Ltd.
Red Bull Distillery (1988) Co., Ltd.
United Winery and Distillery Co., Ltd.
Simathurakij Co., Ltd.
Nateechai Co., Ltd.
Luckchai Liquor Trading Co., Ltd.
Sura Piset Thipparat Co., Ltd.
Thai Alcohol PCL.
Pomthip Co., Ltd.
Pomkit Co., Ltd.
Pomkung Co., Ltd.
Pomchok Co., Ltd.
Pomcharoen Co., Ltd.
Pomburapa Co., Ltd.
Num Yuk Co., Ltd.
Num Kijjakarn Co., Ltd.
Num Palang Co., Ltd. -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Beer Thip Brewery (1991) Co., Ltd.
-
-
Beer Thai (1991) PCL.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
255
-
-
-
-
-
-
-
-
418
-
243
-
-
-
-
-
-
614
-
-
-
-
160
-
1,452
10
26
15
5
3
8
7
9
9
-
2
2
2
3
1
12
3
3
3
3
12
1
1
1
2
7
13
34
10
26
270
5
3
8
7
9
9
-
2
420
2
246
1
12
3
3
3
3
626
1
1
1
2
167
13
1,486
-
-
85
-
-
-
-
-
-
124
-
431
219
519
-
-
-
-
-
-
-
182
-
-
-
-
-
1,786
8
21
12
7
5
9
7
16
9
7
3
7
3
5
1
9
3
4
3
3
8
3
1
1
2
6
26
54
8
21
97
7
5
9
7
16
9
131
3
438
222
524
1
9
3
4
3
3
8
185
1
1
2
6
26
1,840
Subsidiaries
amounts due from related parties
Short-term loans to and
loans to
Short-term due from
Total
loans to
Amounts Short-term
2008
2007
due from
loans to
(in million Baht)
Total
Amounts Short-term
Consolidated financial statements
due from
Total
loans to
Amounts Short-term
2008
Separate financial statements
due from
Total
Amounts
2007
- - - - - - - - -
Num Nakorn Co., Ltd.
Num Thurakij Co., Ltd.
Thipchalothorn Co., Ltd.
Krittayabun Co., Ltd.
Surathip Co., Ltd.
Sunthronpirom Co., Ltd.
Piromsurang Co., Ltd.
Thai Beverage Logistics Co., Ltd.
International Beverage Holdings Limited -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
9
-
-
-
-
-
-
-
-
-
-
2
2
13
38
31
8
6
11
-
9
2
2
13
38
31
8
6
11
12
67
-
-
-
-
120
-
-
-
1
-
1
3
17
42
38
7
5
9
13
67
1
3
17
42
158
7
5
9
-
- -
- -
- -
- -
- -
-
-
-
-
-
-
-
-
3
2
-
2
3
- -
Total subsidiaries -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,336
-
185
-
312
2
1
1
3,648
2
186
1
3,548
-
-
-
368
-
-
-
3,916
-
-
-
- - - - - - -
Thai Alcohol PCL.
Berli Jucker Public Co., Ltd.
Best Wishes Co., Ltd.
Pisetkij Co., Ltd.
Others
Total related companies
Total
41
41
3
1
2
2
33
41
41
3
1
2
2
33
-
-
-
-
-
-
-
4
4
2
2
-
-
-
4
4
2
2
-
-
-
3,336
-
-
-
-
-
-
312
-
-
-
-
-
-
3,648
-
-
-
-
-
-
3,548
-
-
-
-
-
-
368
-
-
-
-
-
-
3,916
-
-
-
-
-
-
Related companies
-
Dhospaak Co., Ltd.
-
Thai Beverage Marketing Co., Ltd.
(Formerly: Bang-Na Logistic Co., Ltd.)
Thai Beverage Recycle Co., Ltd.
Sura Piset Phatra Lanna Co., Ltd.
Co., Ltd.)
(Formerly: T.C.C. Cosmo Corporation
Thai Beverage Brands Co., Ltd.
-
Num Muang Co., Ltd.
Subsidiaries (continued)
amounts due from related parties
Short-term loans to and
loans to
Long-term due from
Total
Amounts loans to
Long-term
2008
due from
loans to
(in million Baht)
Total
Long-term
2007
Amounts
Consolidated financial statements
due from
Total
Amounts loans to
Long-term
2008
Separate financial statements 2007
due from
Total
Amounts
- - - - - - - - - - - - - - - - -
Thanapakdi Co., Ltd.
Kanchanasingkorn Co., Ltd.
Sura Bangyikhan Co., Ltd.
Kankwan Co., Ltd.
Red Bull Distillery (1988) Co., Ltd.
Simathurakij Co., Ltd.
Nateechai Co., Ltd.
Luckchai Liquor Trading Co., Ltd.
Sura Piset Thipparat Co., Ltd.
Thai Alcohol Public Co., Ltd.
Num Yuk Co., Ltd.
Wrangyer Beverage (2008) Co., Ltd.
Thai Beverage Recycle Co., Ltd.
International Beverage Holdings Ltd.
Thai Beverage Brands Co., Ltd.
Sura Piset Phatra Lanna Co., Ltd.
Total subsidiaries -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,578
425
14
-
290
209
111
-
540
-
88
109
804
-
168
-
-
2,820
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,578
425
14
-
290
209
111
-
540
-
88
109
804
-
168
-
-
2,820
9,411
340
-
196
-
-
155
1,145
600
859
61
96
565
106
785
286
7
4,210
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
9,411
340
-
196
-
-
155
1,145
600
859
61
96
565
106
785
286
7
4,210
- - - - - - - -
North Park Real Estate Co., Ltd.
Best Fortune Property and Loan Fund
T.C.C. Technology Co., Ltd.
TCC PD 11 Co., Ltd.
Kluey Kluey Co., Ltd.
Others
Total related companies
Total
58
58
12
-
3
8
9
26
58
58
12
-
3
8
9
26
-
-
-
-
-
-
-
-
6
6
2
4
-
-
-
-
6
6
2
4
-
-
-
-
5,578
-
-
-
-
-
-
-
11
11
-
-
-
8
-
3
5,589
11
-
-
-
8
-
3
9,411
-
-
-
-
-
-
-
7
7
-
-
-
7
-
-
9,418
7
-
-
-
7
-
-
Related companies
-
Beer Thai (1991) PCL.
Subsidiaries
amounts due from related parties
Long-term loans to and
Summary of loans to related parties
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Short-term loans
-
-
3,336
3,548
Long-term loans
-
-
5,578
9,411
Total loans to related parties
-
-
8,914
12,959
Movements during the years ended 31 December 2008 and 2007 of loans to related parties were as follows:
Loans to related parties
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Short-term loans Subsidiaries At 1 January
-
-
3,548
9,367
Increase
-
-
1,129
1,070
Decrease
-
-
(1,341)
(6,889)
At 31 December
-
-
3,336
3,548
Long-term loans Subsidiaries At 1 January
-
-
9,411
5,501
Increase
-
-
877
4,686
Decrease
-
-
(4,710)
At 31 December
-
-
5,578
Thai
Beverage
Public
Company
Limited
(776) 9,411
159
The currency denomination of loans to and amounts due from related parties as at 31 December was as follows:
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Thai Baht (THB) and other functional currencies of foreign subsidiaries
99
10
9,237
13,126
Singapore Dollars (SGD)
-
-
-
208
Total
99
10
9,237
13,334
Trade accounts payable - related parties
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Other related companies Berli Jucker PCL.
740
471
-
-
Thai Beverage Can Ltd.
137
139
-
-
PS Recycle Co., Ltd.
12
46
-
-
Pisetkij Co., Ltd.
12
10
-
-
Others
17
14
-
-
Total
918
680
-
-
Annual
Report
2008
160
loans from
amounts due to related parties due to
Total
loans from
Amounts Short-term
2007
due to
loans from
(in million Baht)
Total
Amounts Short-term
Consolidated financial statements 2008
Separate financial statements
due to
Total
loans from
Amounts Short-term
2008
due to
Total
Amounts
2007
- - - - - - - - - - - - - - - - - - - - - - - - - -
Sangsom Co., Ltd.
Fuengfuanant Co., Ltd.
Mongkolsamai Co., Ltd.
Thanapakdi Co., Ltd.
Kanchanasingkorn Co., Ltd.
Athimart Co., Ltd.
S.S. Karnsura Co., Ltd.
Kankwan Co., Ltd.
Theparunothai Co., Ltd.
United Winery and Distillery Co., Ltd.
Pomthip Co., Ltd.
Pomkit Co., Ltd.
Pomkung Co., Ltd.
Pomchok Co., Ltd.
Pomcharoen Co., Ltd.
Pomburapa Co., Ltd.
Num Kijjakarn Co., Ltd.
Num Palang Co., Ltd.
Num Muang Co., Ltd.
Num Nakorn Co., Ltd.
Num Thurakij Co., Ltd.
Thipchalothorn Co., Ltd.
Krittayabun Co., Ltd.
Surathip Co., Ltd.
Sunthronpirom Co., Ltd.
Piromsurang Co., Ltd. -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
32
-
132
308
94
228
224
330
160
672
-
-
-
-
-
-
184
166
203
213
118
-
28
-
57
-
387
1
1
1
1
1
1
1
1
-
4
1
-
2
1
1
1
1
1
1
1
1
1
1
1
1
1
16
33
1
133
309
95
229
225
331
160
676
1
-
2
1
1
1
185
167
204
214
119
1
29
1
58
1
403
64
81
10
189
-
65
100
-
-
406
-
-
25
29
80
39
193
-
-
50
45
-
-
-
-
-
129
1
1
5
9
-
-
-
-
-
2
1
1
2
2
4
2
2
1
-
-
-
-
-
-
-
-
12
65
82
15
198
-
65
100
-
-
408
1
1
27
31
84
41
195
1
-
50
45
-
-
-
-
-
141
(Formerly: Bionic Humus Co., Ltd.) -
-
-
-
-
-
106
-
106
121
-
121
Thai Beverage Energy Co., Ltd.
-
Beer Thip Brewery (1991) Co., Ltd.
Subsidiaries
Short-term
Short-term loans from and
loans from
amounts due to related parties due to
Total
loans from
Amounts Short-term
2008
2007
due to
loans from
(in million Baht)
Total
Amounts Short-term
Consolidated financial statements
due to
Total
loans from
Amounts Short-term
2008
Separate financial statements
due to
Total
Amounts
2007
-
-
-
-
-
-
60
-
60
22
-
22
- -
Charun Business 52 Co., Ltd. -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3
10
35
-
-
1 3
11
35
-
-
-
-
-
-
-
-
-
- - - - - - -
Dhospaak Co., Ltd.
International Beverage Holdings Limited
Cosmos Brewery (Thailand) Co., Ltd.
Beer Chang Co., Ltd.
Archa Beer Co., Ltd.
Thai Drinks Co., Ltd.
Total subsidiaries -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,803
28
-
-
-
-
25
-
-
114
-
-
1
1
-
67
-
-
3,917
28
-
1
1
-
92
-
-
30
2,040
-
35
-
177
-
-
150
-
65
-
-
1
3
1
14
1
30
2,105
-
35
1
180
1
14
151
- - - - -
Plaza Athenee Hotel (Thailand) Co., Ltd.
T.C.C. Technology Co., Ltd.
Southeast Capital Co., Ltd.
Berli Jucker PCL.
TCC Hotel Collection Co., Ltd. 5
7
12
13
15
53
5
7
12
13
15
53
-
-
-
-
-
-
-
10
-
14
11
10
-
10
-
14
11
10
-
-
-
-
-
-
1
-
2
12
-
-
1
-
2
12
-
-
-
-
-
-
-
-
1
-
2
7
-
-
-
1
-
2
7
-
- -
Total related companies
Total
2
126
126
19
2
126
126
19
-
-
-
-
70
70
5
20
70
70
5
20
3,803
-
-
-
129
15
-
-
3,932
15
-
-
2,040
-
-
-
75
10
-
-
2,115
10
-
-
subsidiaries.
Short-term loans from and amounts due to related parties of the Group and the Company as at 31 December 2008 and 2007 were denominated entirely in Thai Baht and other functional currencies of foreign
-
-
Others
(2000) Co., Ltd.)
(Formerly: The Southeast Insurance
The Southeast Insurance Co., Ltd.
-
Thai Alcohol PCL.
Related companies
-
-
Thai Beverage Marketing Co., Ltd.
(Formerly: Bang-Na Logistic Co., Ltd.)
Thai Beverage Recycle Co., Ltd.
-
(Formerly: Additive Food Co., Ltd.)
Pan International (Thailand) Co., Ltd.
Feed Addition Co., Ltd.
Thai Molasses Co., Ltd.
Subsidiaries (continued)
Short-term
Short-term loans from and
loans from
amounts due to related parties due to
Total
Amounts loans from
Long-term due to
loans from
(in million Baht)
Total
Long-term
2007
Amounts
Consolidated financial statements 2008
Separate financial statements
due to
Total
Amounts loans from
Long-term
2008
due to
Total
Amounts
2007
- - - - - - - - - - -
Kankwan Co., Ltd.
Theparunothai Co., Ltd.
United Winery and Distillery Co., Ltd.
Pomthip Co., Ltd.
Pomkit Co., Ltd.
Pomkung Co., Ltd.
Pomchok Co., Ltd.
Pomcharoen Co., Ltd.
Pomburapa Co., Ltd.
Num Thurakij Co., Ltd.
Num Muang Co., Ltd.
- - -
Surathip Co., Ltd.
Sunthronpirom Co., Ltd.
Piromsurang Co., Ltd.
Thai Molasses Co., Ltd. -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
22
166
296
156
182
150
718
80
40
130
345
118
452
307
165
302
173
76
70
151
146
154
107
158
3,418
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
22
166
296
156
182
150
718
80
40
130
345
118
452
307
165
302
173
76
70
151
146
154
107
158
3,418
-
78
178
-
101
-
-
-
-
-
284
115
426
309
682
329
210
133
-
-
-
104
-
90
2,910
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
78
178
-
101
-
-
-
-
-
284
115
426
309
682
329
210
133
-
-
-
104
-
90
2,910
(Formerly: Additive Food Co., Ltd.) -
-
-
-
-
-
35
-
35
-
-
-
Feed Addition Co., Ltd.
- -
Krittayabun Co., Ltd.
-
-
Athimart Co., Ltd.
Thipchalothorn Co., Ltd.
-
Kanchanasingkorn Co., Ltd.
-
-
Mongkolsamai Co., Ltd.
-
-
Thanapakdi Co., Ltd.
Num Kijjakarn Co., Ltd.
-
Fuengfuanant Co., Ltd.
Num Nakorn Co., Ltd.
-
Beer Thip Brewery (1991) Co., Ltd.
Subsidiaries
Long-term
Long-term loans from and
loans from
amounts due to related parties due to
Total
Amounts loans from
Long-term
2008
due to
loans from
(in million Baht)
Total
Long-term
2007
Amounts
Consolidated financial statements
due to
Total
Amounts loans from
Long-term
2008
Separate financial statements
due to
Total
Amounts
2007
- - - -
Cosmos Brewery (Thailand) Co., Ltd.
Beer Chang Co., Ltd.
Archa Beer Co., Ltd.
Total subsidiaries -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
8,725
55
166
290
-
-
47
25
25
-
-
-
-
-
-
-
-
-
8,725
55
166
290
-
-
47
25
25
6,540
13
107
320
10
50
71
10
10
-
-
-
-
-
-
-
-
-
6,540
13
107
320
10
50
71
10
10
2 2
2 2
- -
- -
- -
- 8,725
- -
- 8,725
Long-term loans from and amounts due to related parties of the Group and the Company as at 31 December 2008 and 2007 were denominated entirely in Thai Baht.
- -
Southeast Capital Co., Ltd.
Total
6,540
-
-
-
6,540
-
Other related parties
- -
Dhospaak Co., Ltd.
Thai Cooperage Co., Ltd.
Thai Beverage Marketing Co., Ltd.
- -
Charun Business 52 Co., Ltd.
-
Pan International (Thailand) Co., Ltd.
Subsidiaries (continued)
Long-term
Long-term loans from and
Summary of loans from related parties
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Short-term loans
-
-
3,803
2,040
Long-term loans
-
-
8,725
6,540
Total loans from related parties
-
-
12,528
8,580
Movements during the years ended 31 December 2008 and 2007 of loans from related parties were as follows:
Loans from related parties
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Short-term loans Subsidiaries At 1 January
-
-
2,040
12,984
Increase
-
-
2,465
459
Decrease
-
-
At 31 December
-
-
(702) 3,803
(11,403) 2,040
Other related parties At 1 January
-
4,615
-
-
Decrease
-
(4,615)
-
-
At 31 December
-
-
-
-
Total short-term loans from related parties At 1 January
-
4,615
2,040
12,984
Increase
-
-
2,465
459
Decrease
-
At 31 December
-
Thai
Beverage
(4,615) -
Public
(702) 3,803
Company
Limited
(11,403) 2,040
165
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Long-term loans Subsidiaries At 1 January
-
-
6,540
4,372
Increase
-
-
2,939
2,443
Decrease
-
-
At 31 December
-
-
Significant agreements with related parties
(754) 8,725
(275) 6,540
maintenance of the systems and infrastructure and is committed to pay system, hardware and software rental
Supporting service agreement
fee and service fee on a monthly basis throughout the
The Company entered into supporting service agreements
contract period for five years.
with subsidiaries for supporting service such as human resource, administration, accounting, finance, public
Procurement agreement
relations, public co-ordination, technology, law, secretary
The Group entered into the procurement agreement with
and share register and internal audit for the period of one
Pan International (Thailand) Co., Ltd., the Companyâ&#x20AC;&#x2122;s
year from 1 January 2004 to 31 December 2004. Unless
subsidiary, for necessary purchase and procurement
there are notifications to terminate the agreement within
services to the Group. The Group is committed to pay
30 days before the expiry date, this agreement continues
procurement fee at 1% of the value of goods and services
to be in effect for the successive one year term. The
purchased under such agreement.
subsidiaries are committed to pay a service fee at the rate of 0.5% of their principal revenue.
Molasses purchase agreement Thai Molasses Co., Ltd., the Companyâ&#x20AC;&#x2122;s subsidiary,
With effect from 1 January 2007, the supporting service
entered into molasses purchase agreements with various
fee rate was adjusted to 1% of the principal revenue.
related companies in order to sell to other subsidiaries
Service fee rate was adjusted for development of new
within the Group. The terms and conditions of these
product, experiment and quality test, analysis, research
agreements specify that the seller would sell molasses to
and marketing survey for new products and procurement
the buyers in specified quantity, price, quality, delivery
of information.
and received, payments, responsibility, weight, sample analysis on molasses, and quality control, etc.
Application service provisioning agreement The Company entered into the application service
Glass bottle purchase and sale agreement
provisioning agreement with T.C.C. Technology Co., Ltd.,
Thai Beverage Recycle Co., Ltd. (Formerly: Bang-Na
a related party, for the provision of ongoing support and
Logistic Co., Ltd.), the Companyâ&#x20AC;&#x2122;s subsidiary, entered
Annual
Report
2008
166
into the glass bottle purchase and sale agreement with
ex factory, excluding VAT and after deducting excise
Berli Jucker PLC., a related party, to purchase various
tax and contributions to the health promotion fund.
types of new glass bottles in order to sell to other subsidiaries within the Group for a period of two years
- Sura Bangyikhan Co., Ltd., the Company’s subsidiary,
and eight months, effective from 1 May 2007 to 31
entered into licence agreements with 12 subsidiaries
December 2009, under the prices and conditions stated
for the rights to use trademarks for white liquor and
in the contract.
Chiang - Chun blended liquor as stipulated in the agreement. The trademark fee is from Baht 0.50 - 1.50 per bottle, based on the contents and size of the bottle
License agreement - Three subsidiaries entered into licence agreements with Beer Chang Co., Ltd., Archa Beer Co., Ltd., and
Sales Distributor Agreements
Thai Beverage Brands Co., Ltd., the Company’s
Thai Beverage Marketing Co., Ltd., the Company’s
subsidiaries, for rights and obligations for the sale of
subsidiary, entered into sales distributor agreements with
drinking water, soda water, beer, draft beer and lager
two subsidiaries to sell beverage products under the prices
beer under the trade names of “CHANG”, “ARCHA”
and conditions stated in the agreements for five years,
and “FEDERBRAU”. The subsidiaries are committed to
effective from 3 October 2008 to 2 October 2013.
pay fees at a rate of 2% based on net sales at price,
Commitments with related parties
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Non-cancellable operating lease commitments Within one year
178
146
22
22
After one year but within five years
267
256
31
32
After five years
5
23
-
-
Total
450
425
53
54
Other commitments Application service provisioning agreement
101
142
101
142
Brewing supervision agreement
29
30
-
-
Purchase molasses
42
-
-
-
Other agreements
-
5
17
17
Total
172
177
118
159
Thai
Beverage
Public
Company
Limited
167
6. Cash and cash equivalents
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Cash on hand
27
40
-
-
Cash at banks - current accounts
379
1,204
1
1
Cash at banks - saving accounts
1,374
856
3
8
Highly liquid short-term investments
137
488
-
-
Total
1,917
2,588
4
9
The currency denomination of cash and cash equivalents as at 31 December was as follows:
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Thai Baht (THB) and other functional currencies of foreign subsidiaries
1,770
2,414
4
9
United States Dollars (USD)
146
174
-
-
Great Britain Pound (GBP)
1
-
-
-
Total
1,917
2,588
4
9
7. Other investments
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Current investments Short-term deposits at financial institutions
9
8
-
-
Investment in government bonds
-
106
-
-
9
114
-
-
Annual
Report
2008
168
Other long term investments Investment in government bonds
9
2
-
-
Other non marketable equity securities
6
8
-
-
Less allowance for decline in value of investments
(4)
(4)
-
-
11
6
-
-
Total
20
120
- -
As at 31 December 2007, an indirect subsidiary invested in government bonds in the amount of Baht 8.5 million, bearing interest rates at 3.875% and 4.25% per annum. The bonds have 3-6 year periods, and will be withdrawn in 2008 and 2013. The indirect subsidiary has pledged the bonds as collateral for electricity utilisation.
Subsequently, during 2008, the indirect subsidiary redeemed the government bonds in the amount of Baht 6.5 million at maturity and invested in a 6-year government bond, bearing interest rate at 5.90% per annum and will be withdrawn in 2014. Other investments of the Group as at 31 December 2008 and 2007 were denominated entirely in Thai Baht and other functional currencies of foreign subsidiaries.
8. Trade accounts receivable
Consolidated
Separate
financial statements
financial statements
Note
2008
Related parties
2007
2008
2007
(in million Baht) 5
116
60
-
-
Other parties
1,565
2,052
-
-
1,681
2,112
-
-
-
-
Less allowance for doubtful accounts
(167)
(155)
Total
1,514
1,957
-
-
Bad and doubtful debts expenses for the year
29
22
-
-
Thai
Beverage
Public
Company
Limited
169
Aging analyses for trade accounts receivable were as follows:
Consolidated
Separate
financial statements
financial statements
Note
2008
2007
2008
2007
(in million Baht)
Related parties Within credit terms
110
58
-
-
Overdue: Less than 3 months
5
2
-
-
6-12 months
1
-
-
-
116
60
-
-
Other parties Within credit terms
1,117
1,412
-
-
Overdue: Less than 3 months
284
364
-
-
3-6 months
11
64
-
-
6-12 months
12
72
-
-
Over 12 months
141
140
-
-
1,565
2,052
-
-
Less allowance for doubtful accounts
(167)
(155)
-
-
Net
1,398
1,897
-
-
Total
1,514
1,957
-
-
The normal credit term granted by the Group ranges from 7 days to 180 days. The currency denomination of trade accounts receivable as at 31 December was as follows:
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Thai Baht (THB) and other functional currencies of foreign subsidiaries
1,501
1,866
-
-
United States Dollars (USD)
13
90
-
-
Others
-
1
-
-
Total
1,514
1,957
-
-
Annual
Report
2008
170
9. Inventories
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Finished goods
14,534
13,582
-
-
Maturing spirits
8,582
8,310
-
-
Work in progress
3,656
3,769
-
-
Raw materials
1,856
2,053
-
-
Packaging materials
655
593
-
-
Spare parts
458
455
-
-
Others
436
311
-
-
30,177
29,073
-
-
-
-
-
-
Less allowance for decline in value Net
(448) 29,729
(795) 28,278
The cost of inventories which is recognized as an expense and included in â&#x20AC;&#x2DC;cost of sale of goodsâ&#x20AC;&#x2122; for the year ended 31 December 2008 amounted to Baht 74,926 million (2007: Baht 72,654 million).
10. Other current assets
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Prepaid excise tax
578
583
-
-
Refundable VAT
343
214
6
3
Deposits
295
92
1
-
Refundable excise tax
226
135
-
-
Prepaid expenses
141
107
5
4
Prepaid property tax
14
154
-
-
Others
147
163
2
1
1,744
1,448
14
8
-
-
14
8
Less allowance for doubtful accounts Net
(17) 1,727
Thai
Beverage
(20) 1,428
Public
Company
Limited
171
The currency denomination of other current assets as at 31 December was as follows:
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Thai Baht (THB) and other functional currencies of foreign subsidiaries
1,722
1,427
14
8
Euro (EUR)
5
-
-
-
United States Dollars (USD)
-
1
-
-
Total
1,727
1,428
14
8
11. Investments in subsidiaries and associates
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
At 1 January
124
135
71,470
63,595
Share of profit of investment - equity method
27
29
-
-
Acquisitions
-
-
6,253
115
Increase in share capital in subsidiaries
-
-
899
9,065
Disposals
-
Recovery of investments
-
Translation differences on consolidation
(39)
At 31 December
112
Annual
Report
2008
(34) - (6) 124
(1,374) (86)
(1,305)
-
-
77,162
71,470
172
Investments in subsidiaries and associates as at 31 December 2008 and 2007, and dividend income from those investments for the years then ended were as follows:
Consolidated financial statements
Ownership
interest
Cost method
Equity method
capital
2007
2008
Paid-up
2008
2007
2008
2007
(%)
Dividend income
2008
2007
2008
2007
(in million Baht)
Associates Held by subsidiaries of indirect subsidiaries Liquorland Limited
49.49
49.49
69
69
18
18
112
124
-
-
Inver House Polska Limited
44.00
44.00
8
8
4
4
-
-
-
-
Inver House Distribution SA
50.02
50.02
2
2
1
1
-
-
-
-
Total
79
79
23
23
112
124
-
-
Separate financial statements (Restated) Ownership interest 2008
2007
Paid-up capital 2008
2007
Cost method 2008
(%)
Dividend income
2007
2008
2007
(in million Baht)
Direct subsidiaries Beer Thai (1991) PCL.
100.00
100.00
5,550
5,550
12,500
12,500
117
2,259
Beer Thip Brewery (1991) Co., Ltd.
100.00
100.00
6,600
6,600
12,500
12,500
858
2,277
Sangsom Co., Ltd.
100.00
100.00
7,500
7,500
7,500
7,500
-
750
Fuengfuanant Co., Ltd.
100.00
100.00
900
900
900
900
59
307
Mongkolsamai Co., Ltd.
100.00
100.00
700
700
691
700
12
-
Thanapakdi Co., Ltd.
100.00
100.00
700
700
697
700
22
57
Kanchanasingkorn Co., Ltd.
100.00
100.00
700
700
700
700
39
85
Sura Bangyikhan Co., Ltd.
100.00
100.00
4,000
4,000
4,000
4,000
492
628
Athimart Co., Ltd.
100.00
100.00
900
900
900
900
94
273
Limited
173
Thai
Beverage
Public
Company
Separate financial statements (Restated)
Ownership interest
2008
2007
Paid-up capital 2008
2007
(%)
Cost method 2008
Dividend income
2007
2008
2007
(in million Baht)
Direct subsidiaries (continued) S.S. Karnsura Co., Ltd.
100.00
100.00
800
800
800
800
132
398
Kankwan Co., Ltd.
100.00
100.00
800
800
800
800
102
340
Theparunothai Co., Ltd.
100.00
100.00
700
700
700
700
108
190
Red Bull Distillery (1988) Co., Ltd.
100.00
100.00
5,000
5,000
5,000
5,000
230
-
United Winery and Distillery Co., Ltd.
100.00
100.00
1,800
1,800
1,800
1,800
52
70
Simathurakij Co., Ltd.
100.00
100.00
900
900
888
889
99
138
Nateechai Co., Ltd.
100.00
100.00
800
800
800
800
42
157
Luckchai Liquor Trading Co., Ltd.
100.00
100.00
800
800
766
766
-
35
Sura Piset Thipparat Co., Ltd.
100.00
100.00
500
500
510
510
-
-
Thai Alcohol PCL.
-
100.00
-
800
-
1,374
-
66
Pomthip Co., Ltd.
100.00
100.00
10
10
10
10
101
292
Pomkit Co., Ltd.
100.00
100.00
10
10
10
10
126
570
Pomkung Co., Ltd.
100.00
100.00
10
10
10
10
105
275
Pomchok Co., Ltd.
100.00
100.00
10
10
10
10
161
534
Pomcharoen Co., Ltd.
100.00
100.00
10
10
10
10
33
26
Pomburapa Co., Ltd.
100.00
100.00
10
10
10
10
103
382
Num Yuk Co., Ltd.
100.00
100.00
10
10
10
10
233
858
Num Kijjakarn Co., Ltd.
100.00
100.00
10
10
10
10
333
1,424
Num Palang Co., Ltd.
100.00
100.00
10
10
10
10
138
387
Num Muang Co., Ltd.
100.00
100.00
10
10
10
10
215
528
Num Nakorn Co., Ltd.
100.00
100.00
10
10
10
10
131
238
Num Thurakij Co., Ltd.
100.00
100.00
10
10
10
10
173
413
Thipchalothorn Co., Ltd.
100.00
100.00
1
1
3
3
137
573
Krittayabun Co., Ltd.
100.00
100.00
5
5
27
27
128
359
Surathip Co., Ltd.
100.00
100.00
1
1
7
7
103
649
Sunthronpirom Co., Ltd.
100.00
100.00
5
5
25
25
102
1,075
Piromsurang Co., Ltd.
100.00
100.00
5
5
24
24
53
711
Thai Beverage Energy Co., Ltd. (Formerly: Bionic Humus Co., Ltd.)
100.00
100.00
690
350
694
354
-
-
Wrangyer Beverage (2008) Co., Ltd. (Formerly: Maharas Agri Co., Ltd.) Thai Molasses Co., Ltd.
100.00
100.00
200
2
200
2
-
-
99.72
99.72
40
40
35
35
26
165
Feed Addition Co., Ltd. (Formerly: Additive Food Co., Ltd.)
100.00
100.00
1
1
32
32
32
42
Pan International (Thailand) Co., Ltd.
100.00
100.00
1
1
34
34
20
60
Charun Business 52 Co., Ltd.
100.00
100.00
122
122
84
84
-
-
Thai Cooperage Co., Ltd.
100.00
100.00
300
300
296
296
-
28
Annual
Report
2008
174
Separate financial statements (Restated)
Ownership interest
2008
Paid-up capital
2007
2008
2007
Cost method 2008
(%)
Dividend income
2007
2008
2007
(in million Baht)
Direct subsidiaries (continued) Thai Beverage Recycle Co., Ltd. (Formerly: Bang-Na Logistic Co., Ltd.)
100.00
100.00
123
123
134
134
7
75
Thai Beverage Logistics Co., Ltd.
100.00
100.00
262
12
262
12
-
118
Thai Beverage Marketing Co., Ltd.
100.00
100.00
300
300
300
300
107
100
Dhanasindhi Co., Ltd.
100.00
100.00
20
20
24
24
6
27
Dhospaak Co., Ltd.
100.00
100.00
25
25
61
61
14
20
International Beverage Holdings Limited
100.00
100.00
6,841
6,760
6,841
6,760
-
-
Cosmos Brewery (Thailand) Co., Ltd.
100.00
100.00
1,667
1,667
4,139
4,212
135
672
Thai Beverage Brands Co., Ltd. (Formerly: T.C.C. Cosmo Corporation Ltd.) 100.00
100.00
5
5
39
39
-
5
Beer Chang Co., Ltd.
100.00
100.00
1
1
4,301
4,301
114
277
Archa beer Co., Ltd.
100.00
100.00
1
1
130
130
51
72
Sura Piset Phatra Lanna Co., Ltd.
100.00
100.00
600
600
615
615
-
-
89.93
-
375
-
6,253
-
-
-
100.00
-
30
-
30
-
-
-
Total
51,391
50,917
77,162
71,470
5,345
18,985
Oishi Group PCL.* Thai Drinks Co., Ltd.
* Investment at cost method included directly attributable expenses.
The market price of investment of Oishi Group PCL., which is a listed company in the Stock Exchange of Thailand as at 31 December 2008, amounted to Baht 5,058 million.
Thai
Beverage
Public
Company
Limited
175
Significant movements during the year ended 31 December 2008 of investment in subsidiaries and associates were as follows:
(a) On 25 January 2008, Wrangyer Beverage (2008) Co., Ltd. (formerly: Maharas Agri Co., Ltd.) increased its authorised
share capital from Baht 2 million to Baht 200 million by issuing 19.8 million ordinary shares with a Baht 10 par value,
totalling Baht 198 million.
(b) On 27 February 2008, Thai Beverage Logistics Co., Ltd. increased its authorised share capital from Baht 12 million
to Baht 1,012 million by issuing 100 million ordinary shares with a Baht 10 par value. The first call for the capital
paid up was 25% of the increased share capital, totalling Baht 250 million.
(c) On 20 March 2008, International Beverage Holdings Limited increased its authorised share capital from HKD 1,470
million to HKD 1,490 million to invest in the increase in capital of its subsidiary, International Beverage Holdings
Limited USA, Inc.
(d) On 10 April 2008, Thai Beverage Energy Co., Ltd. (Formerly: Bionic Humus Co., Ltd.) received the second payment
for the increase in its authorised share capital at 40% of the additional authorised share capital amounting to Baht
340 million.
(e) On 15 July 2008, Thai Drinks Co., Ltd. was incorporated with authorised share capital of Baht 1 million by issuing
10,000 ordinary shares with a Baht 100 par value. The first call for the capital paid up was Baht 25 per share and
the second call was Baht 25 per share, totalling Baht 0.50 million. Subsequently, on 11 December 2008, this sub
sidiary increased its authorised share capital from Baht 1 million to Baht 60 million by issuing 590,000 ordinary
shares with a Baht 100 par value. The first call for the capital paid up was 50% of the increased share capital, totalling
Baht 29.5 million.
(f) On 30 September 2008, the Company acquired from Yodkij Business Co., Ltd., a company affiliated with the controlling
equity holders of the Company, 82,314,537 ordinary shares, representing 43.9% of the share capital of Oishi for a
consideration of Baht 37 per share, totalling Baht 3,045.64 million. Subsequently, on 14 November 2008, the
Company acquired 86,295,662 ordinary shares of Oishi in accordance with the Notification of the Securities and
Exchange Commission to make a tender offer at Baht 37 per share, representing 46.03% of the share capital of
Oishi, totalling Baht 3,192.94 million. As a result of this additional acquisition, the Company owns 89.93% of the
share capital of Oishi.
(g) On 30 September 2008, the Company sold its entire share holding of Thai Alcohol PCL. to Damrongfah Co., Ltd.,
a company affiliated with the controlling equity holders of the Company, for a consideration of Baht 1,590.95 million
based on a discounted cash flow valuation by Prime Partners Corporate Finance Pte Ltd., an independent financial
adviser licensed by the Monetary Authority of Singapore. The net gain on sale of the above investment and the
investment in two subsidiaries of this company amounted to Baht 525.88 million, after transferring the net surplus
on property revaluation of Baht 126.13 million and â&#x20AC;&#x153;Difference arising from common control transactionsâ&#x20AC;? of Baht
512.12 million, previously recorded in equity, to the statement of income.
Annual
Report
2008
176
Cost
revaluation
Total
land
and
Building
improvement improvements
Land
Surplus on
(in million Baht)
equipment
Oak barrels
and
Machinery
Land
Consolidated financial statements
equipment
Vehicles
and office
in progress
Construction
fixtures
Furniture
-
357
8,385
731
-
6,587
731
357
14,972
-
1
1,161
-
120
17,159
-
282
42,597
-
27
2,783
-
74
756
-
24
2,720
-
955
2,794
731
1,840
84,942
Total
(480)
Disposals (135)
-
-
(2,794)
(615)
(2)
(59)
(2,794)
-
145
-
-
(112)
720
-
-
(145)
2,230
-
-
(5)
-
-
-
(58)
14
-
-
(30)
(2)
-
-
(59)
(2,794)
(210)
(1,175)
(3,105) -
-
-
(1)
-
(1)
(1)
(62)
(46)
(17)
-
-
-
(127)
-
(748)
Transfers
Disposals (126)
-
-
4,389
(874)
-
419
12,589
(2)
142
3
1,306
(418)
172
195
17,825
(2,800)
330
526
44,918
(1)
-
20
2,788
(64)
57
81
786
(178)
-
80
2,712
2,377
83,358
(33)
(4,370)
(701) -
1,053
434
7,867
(4) 4,263
- 12,130
(4)
1,449
-
17,470
(304)
42,738
(236)
2,719
(88)
860
-
2,614
-
At 31 December 2008
on consolidation
753
-
80,733
(632)
Translation differences
419
8,200
Additions
1 January 2008
At 31 December 2007 and
on consolidation
Translation differences
(2)
(59)
-
Transfers
Loss on revaluation
revaluation
Reversal of surplus on
Surplus on revaluation
Additions
At 1 January 2007
Cost/revaluation
12. Property, plant and equipment
Cost
revaluation
Total
land
and
Building
improvement improvements
Land
Surplus on
(in million Baht)
equipment
Oak barrels
and
Machinery
Land
Consolidated financial statements
equipment
Vehicles
and office in progress
Construction
fixtures
Furniture
Total
-
-
-
-
4
9
-
-
-
-
13
-
-
-
-
5.97
5.97
-
-
-
-
5.97
-
Translation differences on consolidation
-
-
-
-
-
-
-
-
-
-
-
-
-
81
478
(19)
(54)
6
851
5,820
(28)
(107)
(14)
3,859
23,307
(8)
-
-
135
1,375
446
-
(56)
9
109
-
(25)
(1)
169
2,385
-
-
-
-
-
(55)
(242)
-
5,204
33,811
-
-
Disposals
Translation differences on consolidation
At 31 December 2008 -
-
-
-
-
-
-
-
-
-
-
-
645
1
(1)
-
86
559
7,166
(99)
(188)
(3)
852
6,604
28,671
(148)
(1,832)
(33)
3,667
27,017
1,588
(44)
(1)
-
131
1,502
592
-
(56)
32
108
508
2,490
-
(167)
(1)
130
2,528
3
-
(2)
5
-
-
41,155
(290)
(2,247)
-
4,974
38,718
7,867
Total at 31 December 2008 4,263
-
4,263
4,389
-
4,389
12,130
-
12,130
12,589
-
12,589
804
-
804
747
-
747
10,304
-
10,304
11,221
-
11,221
14,067
-
14,067
17,901
-
17,901
1,131
-
1,131
1,286
-
1,286
268
-
268
278
-
278
124
7
117
184
9
175
750
-
750
434
-
434
The gross amount of the Groupâ&#x20AC;&#x2122;s fully depreciated plant and equipment that was still in use as at 31 December 2008 amounted to Baht 10,276 million (2007: Baht 4,516 million). The net book value of property, plant and equipment of certain subsidiaries used as security under the Negative Pledge agreement as disclosed in Note 16 as at 31 December 2007 amounted to Baht 31,238 million. The carrying amount of idle land which is held for planned future business operations as at 31 December 2008 amounted to Baht 1,202 million (2007: Baht 1,721 million).
-
7,867
Owned assets
Assets under finance leases
-
8,200
Total at 31 December 2007
8,200
Assets under finance leases
Owned assets
39,578
7
39,571
44,640
9
44,631
Net book value
-
-
Transfers
-
-
Depreciation charge for the year
1 January 2008
At 31 December 2007 and
-
-
Disposals
Depreciation charge for the year
Transfers
-
-
At 1 January 2007
Accumulated depreciation
during 2007 (% per annum)
Rate of interest capitalised
during 2007 (note 24)
Finance costs capitalised
Finance costs capitalised
Separated financial statements
Land
surplus on
land
Cost
revaluation
Total
Furniture, Assets under fixtures Construction and office equipment
Vehicles
and installation
Total
(in million Baht)
Cost/revaluation At 1 January 2007 Additions Disposals
411
134
545
95
24
210
874
-
-
-
5
-
1
6
-
(1)
(411)
(134)
(545)
(210)
(756)
At 31 December 2007 and 1 January 2008
-
-
-
100
23
1
124
Additions
-
-
-
9
2
-
11
Transfers
-
-
-
-
-
(1)
(1)
Disposals
-
-
-
-
(3)
-
(3)
At 31 December 2008
-
-
-
109
22
-
131
Accumulated depreciation At 1 January 2007
-
-
-
22
6
-
28
Depreciation charge for the year
-
-
-
19
5
-
24
At 31 December 2007 and 1 January 2008
-
-
-
41
11
-
52
Depreciation charge for the year
-
-
-
21
5
-
26
Disposals
-
-
-
-
(2)
-
(2)
At 31 December 2008
-
-
-
62
14
-
76
Net book value At 31 December 2007
-
-
-
59
12
1
72
At 31 December 2008
-
-
-
47
8
-
55
Depreciation of plant and equipment for the years ended 31 December was as follows:
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Included in cost of production
3,177
3,287
-
-
Included in selling and administrative expenses
1,797
1,917
26
24
Total
4,974
5,204
26
24
Thai
Beverage
Public
Company
Limited
179
13. Intangible assets
Consolidated (Restated)
Goodwill
Computer Broadcasting software
Trademark
rights
Leasehold
Total
(in million Baht)
Cost At 1 January 2007
432
52
310
162
-
956
Additions
659
16
17
-
-
692
Decrease
-
-
-
-
(162)
-
-
-
(19)
Translation differences on consolidation
(19)
(162) -
At 31 December 2007 and 1 January 2008
1,072
68
327
-
-
1,467
Additions
2,221
26
12
-
6
2,265
Decrease
-
-
(8)
-
-
(8)
-
-
-
-
(95)
94
331
-
6
Translation differences on consolidation At 31 December 2008
(95) 3,198
3,629
Accumulated amortisation At 1 January 2007 Amortisation charge for the year Decrease Translation differences on consolidation
199
7
208
162
-
576
18
9
27
-
-
54
-
-
-
-
(162)
(8)
-
-
-
(8)
(162) -
At 31 December 2007 and 1 January 2008 Amortisation charge for the year Decrease
209
16
235
-
-
460
-
11
26
-
-
37
(1)
-
(1)
-
-
(2)
Translation differences on consolidation
(44)
-
-
-
-
(44)
At 31 December 2008
164
27
260
-
-
451
Net book value At 31 December 2007
At 31 December 2008
Annual
Report
2008
863
52
92
-
-
1,007
3,034
67
71
-
6
3,178
180
Separate
financial statements
Computer software
(in million Baht)
Cost At 1 January 2007
16
Additions
9
At 31 December 2007 and 1 January 2008
25
Additions
25
Transfer
1
At 31 December 2008
51
Accumulated amortisation At 1 January 2007
4
Amortisation charge for the year
5
At 31 December 2007 and 1 January 2008
9
Amortisation charge for the year
6
At 31 December 2008
15
Net book value At 31 December 2007
16
At 31 December 2008
36
14. Leasehold rights
Consolidated
financial statements (in million Baht)
Cost At 1 January 2007
115
Additions
43
At 31 December 2007 and 1 January 2008
158
Additions
-
At 31 December 2008
158
Thai
Beverage
Public
Company
Limited
181
Consolidated
financial statements (in million Baht)
Accumulated amortisation At 1 January 2007
27
Amortisation charge for the year
9
At 31 December 2007 and 1 January 2008
36
Amortisation charge for the year
10
At 31 December 2008
46
Net book value At 31 December 2007
122
At 31 December 2008
112
15. Other non-current assets
Consolidated
Separate
financial statements
financial statements
Note
2008
2007
2008
2007
(in million Baht)
Advance payments to a specialist
31
1,779
1,829
333
343
Idle land
106
106
-
-
Deposits
105
124
2
2
Others
79
88
-
-
2,069
2,147
335
345
Less allowance for impairment of assets
-
-
-
335
345
Net
2,069
(15) 2,132
16. Interest-bearing liabilities
Consolidated
Separate
financial statements
financial statements
Note
2008
2007
2008
2007
(in million Baht)
Current Bank overdrafts Secured
594
899
-
-
Unsecured
166
101
13
-
Annual
Report
2008
182
Consolidated
Separate
financial statements
financial statements
Note
2008
2007
2008
2007
(in million Baht)
Short-term loans from financial institutions Letter of comfort
228
-
-
-
Unsecured
7,713
4,998
5,233
4,798
Bank overdrafts and short-term loans from financial institutions
8,701
5,998
5,246
4,798
Current portion of long-term guaranteed bonds Guaranteed / Negative pledge
-
3,000
-
3,000
Current portion of long-term loans Guaranteed / Negative pledge
-
1,755
-
1,755
Unsecured
5,325
-
5,325
-
5,325
4,755
5,325
4,755
Short-term loans from related parties Unsecured
5
-
-
3,803
2,040
14,026
10,753
14,374
11,593
Non-current Long-term loans from financial institutions Unsecured
3,265
5,400
3,265
5,400
Long-term loans from related parties Unsecured
5
-
-
8,725
6,540
3,265
5,400
11,990
11,940
Total
17,291
16,153
26,364
23,533
The periods to maturity of interest-bearing liabilities as at 31 December were as follows:
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Within one year
14,026
10,753
14,374
11,593
After one year but within five years
3,265
5,400
11,990
11,940
Total
17,291
16,153
26,364
23,533
Thai
Beverage
Public
Company
Limited
183
The principal features of the borrowings were as follows: (a) Bank overdrafts are repayable on demand as at 31 December 2008, the Group has total overdraft facilities amounting to Baht 3,766 million (2007: Baht 3,774 million) which is partially guaranteed by five subsidiaries and is partially supported by letter of comfort issued by the Company. (b) Short-term loans from financial institutions as at 31 December 2008, the Group has short-term loan facilities from several financial institutions totalling Baht 25,148 million (2007: Baht 25,950 million) with money market rate quoted by bank. The Group utilised those facilities in term of promissory notes issued by the Group to several domestic financial institutions with unsecured totalling Baht 2,780 million and to a financial institution overseas amounting to Baht 228 million with supporting by letter of comfort issued by the Company totalling Baht 3,008 million (2007: Baht 3,000 million). In 2007, the Company issued and offered short-term bills of exchange amounting to Baht 5,000 million to two domestic financial institutions. The said bills represent short-term bill of exchange offered to and exchanged among institutional investors and/or substantial high net worth investors as prescribed in accordance with Notifications of the Securities and Exchange Commission. The Company repaid the short-term bills of exchange at maturity during November 2007 and January 2008 (2007: Baht 2,000 million). Subsequently, on 26 September 2008, the Company issued and sold short-term bills of exchange amounting to Baht 5,000 million to two domestic financial institutions with the periods to maturity between March 2009 and June 2009. The said bills represent short-term bills of exchange offered to and exchanged among institutional investors and/or substantial high net worth investors as prescribed in accordance with Notifications of the Securities and Exchange Commission. (c) Guaranteed bonds as at 31 December 2007 were guaranteed bonds with a full co-guaranteed by four subsidiaries and a negative pledge made by 17 subsidiaries whereby these subsidiaries agree not to sell, transfer, mortgage, pledge, encumber or grant any preferential right in relation to their land, buildings, plants and machinery. The Company is required to maintain a consolidated debt (interest-bearing debt) to equity (excluding unrealised foreign exchange gain or loss) ratio of not more than 2.5 to 1 based on the annual consolidated financial statements prepared in accordance with generally accepted accounting standards in Thailand. The bonds have the following payment terms:
Amount
(in million Baht)
Fixed interest rate
Maturity
(% per annum)
First tranche
2,500
4.95 22 August 2006
Second tranche
2,200
5.40 22 February 2007
Third tranche
2,300
5.55 22 August 2007
Fourth tranche
3,000
5.75 22 February 2008
Annual
Report
2008
18 4
The principal is to be redeemed at maturity. Interest is payable semi-annually commencing on 22 August 2006 and four tranches of bonds were repaid and redeemed at maturity. (d) In 2006, the Company had long-term loan agreements totalling Baht 26,600 million with eight financial institutions. Of this, the principal of Baht 23,600 million has a grace period of two years and is to be repaid in 36 monthly installments, Baht 654.22 million each for the first 35 installments and Baht 702.2 million for the last installment, from 28 April 2008 to 31 March 2011 with interest at the fixed rates of 5.75% and 6% per annum for the first and the second
years, respectively, and MLR-1.5% to MLR-1.75% per annum from the third year onwards, payable monthly, commencing in March 2006. The remaining principal of Baht 3,000 million is to be repaid in eight quarterly installments, Baht 375 million each, from 28 June 2006 to 28 March 2008 with a fixed interest rate of 5.70% per annum, payable quarterly, commencing in June 2006. The borrowings are fully co-guaranteed by four subsidiaries with a negative pledge made by 17 subsidiaries whereby these subsidiaries agree not to sell, transfer, mortgage, pledge, encumber or grant any preferential right in relation to their land, buildings, plant and machinery. In 2006 and 2007, the Company partially prepaid long-term loans amounting to Baht 22,220 million with accrued interest to seven financial institutions and the interest rate in the second year was decreased from 6% to 5% per annum. Subsequently, in March 2008, the Company fully prepaid the remaining long-term loans of Baht 1,380 million with accrued interest to the financial institutions. The co-guarantees by four subsidiaries and the negative pledge made by 17 subsidiaries were terminated in March 2008.
In 2007, the Company entered into a long-term loan agreement with a financial institution amounting to Baht 4,500 million which is to be repaid monthly in 12 installments, Baht 375 million each, commencing in February 2009. Interest is payable monthly at 5.60% per annum for the first year and 5.75% per annum afterwards. Subsequently, the Company has been granted the reduction of interest rate to 4.50% per annum for the first year and 4.75% per annum afterwards. In addition, the Company entered into a long-term loan agreement with a financial institution amounting to Baht 900 million which is to be repaid in 2009. The interest is payable monthly at 3.9625% per annum.
In November 2008, the Company entered into a long-term loan agreement with a financial institution amounting to Baht 3,190 million which is to be repaid monthly in 11 installments, Baht 300 million each for the first 10 installments and Baht 190 million for the last installment, from 30 December 2009 to 29 October 2010 with a fixed interest of 5% per annum.
The currency denomination of the interest-bearing liabilities as at 31 December was as follows:
Thai
Beverage
Public
Company
Limited
185
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Thai Baht (THB) and other functional currencies of foreign subsidiaries
16,519
15,401
26,364
23,533
Great Britain Pound (GBP)
544
752
-
-
United States Dollars (USD)
228
-
-
-
Total
17,291
16,153
26,364
23,533
17. Trade accounts payable
Consolidated
Separate
financial statements
financial statements
Note
2008
2007
2008
2007
(in million Baht)
Related parties
5
918
680
-
-
Other parties
2,471
1,960
-
-
Total
3,389
2,640
-
-
The currency denomination of trade accounts payable as at 31 December was as follows:
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Thai Baht (THB) and other functional currencies of foreign subsidiaries
2,879
2,429
-
-
United States Dollars (USD)
248
95
-
-
Euro (EUR)
226
69
-
-
Great Britain Pound (GBP)
20
46
-
-
Others
16
1
-
-
Total
3,389
2,640
-
-
Annual
Report
2008
186
18. Other current liabilities
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Value added tax payable
726
687
18
35
Accrued expenses
681
801
76
9
Accrued promotion expense
472
375
-
-
Advanced payments from customers for purchase of goods
389
520
-
-
Assets payable - asset acquisition
325
431
5
-
Outstanding cheque paid for excise tax
79
281
-
-
Withholding tax payable
70
140
17
30
Accrued interest expense
21
71
3
67
Others
220
192
18
21
Total
2,983
3,498
137
162
The currency denomination of other current liabilities as at 31 December was as follows:
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Thai Baht (THB) and other functional currencies of foreign subsidiaries
2,963
3,421
135
160
United States Dollars (USD)
18
-
1
-
Singapore Dollars (SGD)
1
1
1
1
Euro (EUR)
-
72
-
-
Great Britain Pound (GBP)
-
4
-
1
Others
1
-
-
-
Total
2,983
3,498
137
162
Thai
Beverage
Public
Company
Limited
187
19. Reserves
can be allocated on a reasonable basis.
Share premium
In preparing segmental information, those liabilities and
Section 51 of the Public Companies Act B.E. 2535
related interest expense that are not specifically attribut-
requires companies to set aside share subscription
able to a particular segment are allocated on a percent-
monies received in excess of the par value of the shares
age of net assets basis. Management believes this to be
issued to a reserve account (“share premium”). Share
a fair indication of the actual use of the liabilities.
premium is not available for dividend distribution. Inter-segment Currency translation changes The currency translation changes recognised in equity relate to foreign exchange differences arising from translation of the financial statements of foreign operations to Thai Baht. Fair value changes and revaluation surpluses Fair value changes and revaluation surpluses recognised in equity relate to cumulative net changes in the fair value of available-for-sale investments and surpluses arising from the revaluations of land.
transactions
are
eliminated
on
consolidation. Business segments The Group comprises the following main business segments: Beer
Production and sales of branded beer
products (mostly outside the group);
Spirits
Production and sales of branded spirits
products (mostly outside the group);
Non-alcoholic Production and sales of branded soda, beverages
water, ready-to-drink coffee, energy drink,
Legal reserve
green tea and fruit juice flavour (mostly
Section 116 of the Public Companies Act B.E. 2535
outside the group);
requires that a company shall allocate not less than 5%
Food
Japanese restaurants, ramen and bakery
of its annual net profit, less any accumulated losses
(mostly outside the group); and
brought forward, to a reserve account (“legal reserve”),
Alcohol
Production and sales of alcohol (mostly
until this account reaches an amount not less than 10%
outside the group)
of the registered authorised capital. The legal reserve is not available for dividend distribution.
20. Segment information
Geographic segments Operating units of the Group are mainly located in Thailand. Portions of product produced from these units are exported directly or indirectly through foreign subsidiaries
Segment information is presented in respect of the
to external customers. Certain operating units of
Group’s business and geographical segments. The
subsidiaries are located in foreign countries.
primary format, business segments, is based on the Group’s management and internal reporting structure.
In presenting information on the basis of geographical segments, segment revenue is based on the geographical
Segment results, assets and liabilities include items
location of customers. Segment assets are based on the
directly attributable to a segment as well as those that
geographical location of the assets.
Annual
Report
2008
188
2008
47,668
88
23
47,557
2007
59,964
338
40
59,586
2008
53,177
220
17
52,940
2007
3,970
14
3
3,953
2008
2,552
4
1
2,547
2007
2007
2,660
12
12
2,636
2,125
82
4
2,039
(in million Baht)
2008
Food
1,422
529
-
893
2008
985
18
1
966
2007
Alcohol
(321)
(22)
(30)
(269)
2008
(1,010)
(69)
-
(941)
2007
Elimination
106,226
932
37
105,257
2008
2007
105,497
343
46
105,108
Total
31,972
37,040
39,548
33,923
2,982
1,796
1,540
1,174
806
972
(292)
(1,081)
76,556
73,824
37,618
5,646
43,496
6,456 46,084
6,536 40,978
7,055 3,776
794 2,162
366 2,508
968 1,932
758 944
138
1,112
140
(290)
2
(1,045)
36
90,640
14,084
88,635
14,811
349
Income tax expense
2,192
278
4,172
3,821
400
13,880
2,652
731
12,199
(36)
66
194
(4)
-
390
6
10
152
26
3
193
159
9
478
3
38
(127)
-
(30)
(31)
-
-
35
4,299
681
15,586
4,869
1,050
16,862
Profit (loss) for the year
338
1,702
9,659
8,816
164
394
136
164
310
(168)
(1)
35
10,606
10,943
226
913
Interest expense
income tax expenses
interest and
Profit (loss) before
Total expenses
administrative expenses
Selling and
Cost of sales
38,531
61
Other income
Total revenues
12
38,458
Interest income
Revenue from sales
beverages
Spirits
Beer
Non-alcoholic
Business segment results
2008
22,948
Total assets 23,313
1,815
17,910
49,882
5,474
21,258
23,150
53,045
5,920
23,137
23,988
2007
5,520
2,370
2,621
2,099
736
1,181
182
1,705
1,267
366
72
2008
784
502
243
39
2007
Food
-
-
-
-
2008
3,165
515
2,169
481
2007
Alcohol
80,055
10,748
39,578
29,729
2008
2007
82,406
9,488
44,640
28,278
Total
2,263 8,501
Other liabilities
Total liabilities 8,506
4,065
4,441
15,281
5,489
9,792
15,358
4,307
11,051
1,609
607
1,002
368
368
-
667
401
266
369
369
-
-
-
-
710
42
668
26,058
8,760
17,298
25,311
9,151
16,160
2,007 3
Depreciation
Amortisation
-
590
- Intangible assets
- Leasehold right
563
- Property, plant and equipment
4
2,361
-
11
361
30
2,305
-
1,465
935
47
2,371
-
675
1,277
2
403
-
162
610
1
155
-
1
25
12
118
-
49
242
11
125
43
5
117
-
141
-
-
27
-
192
-
-
59
47
4,974
-
2,266
2,377
63
5,204
43
692
1,839
Capital expenditure
6,238
Total debts
1,637
15,333
Other assets
Property, plant and equipment
3,588
2008
529
5,978
2007
Inventories
2008 (in million Baht)
2007
beverages
Spirits
Beer
Non-alcoholic
Business segment financial position
Geographic segments The segment financial information based on geographical segments in the consolidated financial statements for the years ended 31 December 2008 and 2007 were as follows: Consolidated financial statements
Property, plant and
Revenue 2008
equipment 2007
20078
2007
(in million Baht)
Thailand
102,766
101,858
38,312
43,037
Overseas
3,460
3,639
1,266
1,603
Total
106,226
105,497
39,578
44,640
21. Other income
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Revenue from sales of raw material
195
-
-
-
Gain on disposal of assets
36
153
1
64
Revenue from sales of scraps
28
42
-
-
Net gain on foreign exchange
-
-
8
17
Others
121
97
4
9
Total
380
292
13
90
22. Selling and administrative expenses
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Personnel expenses
4,092
3,824
626
577
Marketing and advertising expenses
4,016
4,536
225
144
Idle capacity
2,163
2,001
-
-
Vehicle and transportation expenses
1,257
1,256
26
24
Rental
559
489
12
10
Depreciation and amortisation
471
557
31
29
Thai
Beverage
Public
Company
Limited
191
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007
(in million Baht)
Donation
314
274
43
73
Net loss on foreign exchange
40
149
-
-
Others
1,167
1,652
254
297
Total
14,079
14,738
1,217
1,154
23. Personnel expenses
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
207
(in million Baht)
Salaries and wages
4,114
3,875
373
342
Bonus
793
763
180
171
Overtime and perdiem allowance
300
298
13
13
Contribution to defined contribution plans
15
14
6
6
Others
774
619
54
45
Total
5,996
5,569
626
577
The defined contribution plans comprise provident funds established by the Group for its employees. Membership to the funds is on a voluntary basis. Contributions are made monthly by the employees at rates ranging from 2% to 3% of their basic salaries and by the Group at rates ranging from 2% to 3% of the employeesâ&#x20AC;&#x2122; basic salaries. The provident funds are registered with the Ministry of Finance as juristic entities and are managed by a licensed Fund Manager.
24. Interest expense
Consolidated
Separate
financial statements
financial statements
Note
2008
2007
2008
2007
(in million Baht)
Interest paid and payable to: Related parties
5
-
66
548
732
Financial institutions
655
726
477
574
Others
26
271
25
271
681
1,063
1,050
1,577
Capitalised as cost of assets under construction
12
-
Net
681
Annual
Report
2008
(13) 1,050
-
-
1,050
1,577
192
25. Income tax expense
(a) dividends are not subject to tax for 2008 amounted to Baht 1,604 million (2007: Baht 5,696 million).
The current tax expense in the consolidated statement of income is less than the amount determined by applying
(b) the different treatment for accounting and taxation
the Thai corporation tax rate to the accounting profit for
purposes of certain items of income and expense for
the year principally because:
2008 amounted to Baht 10 million (2007: Baht 65 million).
(a) the Group’s unutilised tax losses brought forward
(c) the Company has any adjustment to tax payable in
from the previous year have been utilised during the year
respect of previous years for 2008 amounted to
to set-off against the current year’s tax charge for 2008
Baht 12 million.
amounted to Baht 9 million (2007: Baht 64 million).
26. Promotional privileges (b) a significant portion of the Group’s profit was derived from promoted activities for which concessionary tax
Promotional privileges from the Board of Investment
rates apply for 2008 amounted to Baht 3 million (2007: 8 million).
By virtue of the provisions of the Industrial Investment
Promotion Act of B.E. 2520, an indirect subsidiary has
(c) the different treatment for accounting and taxation
been granted privileges by the Board of Investment
purposes of certain items of income and expense of the
relating to the production of food and beverage. The
Group for 2008 amounted to Baht (385) million (2007:
privileges granted include:
Baht 84 million). (a) exemption from payment of import duty on machinery (d) losses suffered by certain subsidiaries of the Group
used for production, to be imported by 3 March 2006 for
can not be set-off against the profits of subsidiaries of the
promotional certificate no. 1475(2)/2546 and 2 September
Group for tax purposes for 2008 amounted to Baht 197
2008 for promotional certificate no. 1223(4)/2549.
million (2007: Baht 110 million). (b) exemption from payment of income tax for certain (e) the Group has any adjustment to tax payable in
promoted operations for a period of eight years from
respect of previous years for 2008 amounted to Baht 26
the date on which the income is first derived from such
million (2007: 3 million).
operations (18 October 2003 for promotional certificate no. 1475(2)/2546 and 28 September 2006 for promotional
The current tax expense in the separate statement of in-
certificate no. 1223(4)/2549); and
come is less than the amount determined by applying the Thai corporation tax rate to the accounting profit for the
(c) exemption from income tax on dividend income
year principally because:
derived from certain promoted operations.
Thai
Beverage
Public
Company
Limited
193
In 2007, the Board of Investment has granted to another
(d) exemption from income tax on dividend income
subsidiary by virtue of the provisions of the Industrial
derived from certain promoted operations of its subsidiary
Investment Promotion Act of B.E. 2520 relating to the
for a period of eight years.
production of bio-gas. The privileges granted include: As promoted companies, subsidiaries must comply with (a) exemption from payment of import duty on machinery
certain terms and conditions prescribed in the promotional
approved by the Board;
certificates.
(b) exemption from payment of income tax for certain pro-
Privileges granted to business operator in Free Zone
moted operations for a period of eight years from the date on which the income is first derived from such opera-
Also in 2004 another subsidiary was granted approval
tions;
from the Customs Department to operate in aâ&#x20AC;&#x153;Free Zoneâ&#x20AC;?, whereby the subsidiary obtains privileges related to the
(c) a 50% reduction in the normal tax rate on the net
payment of import and export taxes, valued added tax and
profit derived from certain promoted operations for a
excise tax. Various other privileges are also granted.
period of five years, commencing from the expiry date in (b) above; and
27. Earnings per share The calculations of basic earnings per share for the years ended 31 December 2008 and 2007 were based on the profit for the years attributable to equity holders of the Company and the number of ordinary shares outstanding during the years as follows:
Consolidated
Separate
financial statements
financial statements
2008
2007
(Restated)
2008
2007
(in million Baht / million shares)
Profit attributable to equity holders of the Company (basic)
10,342
10,628
6,019
19,418
Number of ordinary shares outstanding
25,110
25,110
25,110
25,110
Earnings per share (basic) (in Baht)
Annual
Report
2008
0.41
0.42
0.24
0.77
194
28. Dividends During 2007, the Federation of Accounting Professions At the Board of Directors’ meeting held on 14 August
issued Thai Accounting Standard (TAS) 43 (revised
2008,
the directors approved an interim dividend
2007) “Business Combinations” which is effective for
payment for the first half of 2008 of Baht 0.12 per share
annual accounting periods beginning on or after 1 January
on 25,110 million ordinary shares, totalling Baht 3,013
2008. TAS 43 (revised 2007) requires that the acquirer
million. The interim dividend was paid to equity holders
shall, at the acquisition date, recognise goodwill acquired
on 11 September 2008.
in a business combination as an asset at cost.
initial recognition, goodwill shall be measured at cost less
At the annual general meeting of the equity holders of
any accumulated impairment losses.
After
the Company held on 28 April 2008, the equity holders approved the appropriation of dividend of Baht 0.29 per
The Group has, accordingly, changed its accounting
share, amounting to Baht 7,282 million. On 11 September
policy for goodwill prospectively from 1 January 2008.
2007, the interim dividend of Baht 0.12 per share was
The effect of the change in accounting policy on the
paid, totalling Baht 3,013 million. The remaining dividend
Group’s consolidated financial statements for the year
of Baht 0.17 per share, totalling Baht 4,269 million, was
ended 31 December 2008 is to reduce the charge to the
paid on 26 May 2008.
statement of income resulting from the amortisation of goodwill that would have been recognised under the
At the annual general meeting of the equity holders of
previous accounting policy by approximately Baht 82 mil-
the Company held on 20 April 2007, the equity holders
lion, with a corresponding increase in reported profit for
approved the appropriation of dividend of Baht 0.22 per
the year. Management has determined that there is no
share, totalling Baht 5,524 million. On 8 September 2006,
impairment in the carrying value of goodwill as at 31 De-
the interim dividend of Baht 0.11 per share was paid,
cember 2008.
totalling Baht 2,762 million. The remaining dividend of Baht 0.11 per share, totalling Baht 2,762 million, was
30. Financial instruments
paid on 16 May 2007. Financial risk management policies
29. Changes in accounting policy
The Group is exposed to normal business risks from changes in market interest rates and currency exchange
The following change of accounting policy by the Group
rates and from non-performance of contractual obligations
has no effect on the separate financial statements of
by counterparties. The Group does not hold or issue
the Company.
derivative financial instruments for speculative or trading purposes.
Until 31 December 2007 , the Group accounted for good will arising from a business combination at cost
Risk management is integral to the whole business of the
less accumulated amortisation. Amortisation was charged
Group. The Group has a system of controls in place to
to the statement of income over the estimated useful life
create and acceptable balance between the cost of
of 20 years.
risks occurring and the cost of managing the risks.
Thai
Beverage
Public
Company
Limited
195
The management continually monitors the Groupâ&#x20AC;&#x2122;s risk management process to ensure that an appropriate balance between risk and control is achieved. Interest rate risk Interest rate risk is the risk that future movements in market interest rates will affect the results of the Groupâ&#x20AC;&#x2122;s operations and its cash flows because loan interest rates are mainly fixed. The Group is primarily exposed to interest rate risk from its borrowings (Note 16). The Group mitigates this risk by ensuring that the majority of its borrowings are at fixed interest rates.
The effective interest rates of loans receivable as at 31 December and the periods in which the loans receivable mature or re-price were as follows:
Separate financial statements
Effective interest
Within 1 year After 1 year but
rates
Total
within 5 years
(% per annum) (in million Baht) 2008 Current Loans receivable - Related parties
5.00
3,336
-
3,336
Non-current Loans receivable - Related parties
5.00
-
5,578
5,578
Total
3,336
5,578
8,914
2007
Current Loans receivable - Related parties
5.75
3,548
-
3,548
Non-current Loans receivable - Related parties
5.75
-
9,411
9,411
Total
3,548
9,411
12,959
Annual
Report
2008
196
The effective interest rates of interest-bearing financial liabilities as at 31 December and the periods in which those liabilities mature or re-price were as follows:
Consolidated financial statements
Effective interest
Within 1 year After 1 year but
rates
Total
within 5 years
(% per annum) (in million Baht) 2008 Current Bank overdrafts
4.52
760
-
760
Loans payable - Financial institutions
4.48
7,941
-
7,941
Current portion of long-term loans
4.63
5,325
-
5,325
Non-current Loans payable - Financial institutions
4.97
-
3,265
3,265
Total
14,026
3,265
17,291
2007 Current
Bank overdrafts
6.74
1,000
-
1,000
Loans payable - Financial institutions
3.64
4,998
-
4,998
Current portion of long-term guaranteed bonds
5.75
3,000
-
3,000
Current portion of long-term loans
5.15
1,755
-
1,755
Non-current Loans payable - Financial institutions
4.41
-
5,400
5,400
Total
10,753
5,400
16,153
Separate financial statements
Effective interest
Within 1 year After 1 year but
rates
Total
within 5 years
(% per annum) (in million Baht) 2008 Current Bank overdrafts
6.68
13
-
13
Loans payable - Financial institutions
4.34
5,233
-
5,233
Current portion of long-term loans
4.63
5,325
-
5,325
Loans payable - Related parties
5.00
3,803
-
3,803
Thai
Beverage
Public
Company
Limited
197
Non-current Loans payable - Financial institutions
4.97
-
3,265
3,265
Loans payable - Related parties
5.00
-
8,725
8,725
Total
14,374
11,990
26,364
2007 Current Loans payable - Financial institutions
3.64
4,798
-
4,798
Current portion of long-term guaranteed bonds
5.75
3,000
-
3,000
Current portion of long-term loans
5.15
1,755
-
1,755
Loans payable - Related parties
5.75
2,040
-
2,040
Non-current Loans payable - Financial institutions
4.41
-
5,400
5,400
Loans payable - Related parties
5.75
-
6,540
6,540
Total
11,593
11,940
23,533
Foreign currency risk The Group is exposed to foreign currency risk relating to purchases and sales of goods which are denominated in foreign currencies. The Group primarily utilises forward exchange contracts with maturities of less than one year to hedge such financial assets and liabilities denominated in foreign currencies. The forward exchange contracts entered into at the balance sheet date also relate to anticipated purchases and sales, denominated in foreign currencies, for the subsequent period.
At 31 December, the Group was exposed to foreign currency risk in respect of financial assets and liabilities denominated in the following currencies:
Consolidated
Separate
financial statements
financial statements
Note
2008
2007
2008
2007
(in million Baht)
United States Dollars Cash and cash equivalents
6
146
174
-
-
Trade accounts receivable
8
13
90
-
-
Other current assets
10
-
1
-
-
Trade accounts payable
17
(248)
(95)
-
-
Other current liabilities
18
(18)
-
(1)
-
Gross balance sheet exposure
(107)
170
(1)
-
Annual
Report
2008
198
Consolidated
Separate
financial statements
financial statements
Note
2008
2007
2008
2007
-
-
-
286
-
-
-
-
-
-
(1)
-
(in million Baht)
Estimated forecast purchase of assets
(15)
Estimated forecast sales
-
Estimated forecast purchase of goods
(1,741)
Estimated forecast other liabilities
(2)
Gross exposure
(1,865)
(2,994) - (2,538)
Currency forwards
1,811
Net exposure
(54)
2,508 (30)
-
-
(1)
-
Euro Other current assets
10
Trade accounts payable
17
Other current liabilities
18
5 (226) -
-
-
-
(69)
-
-
(72)
-
-
Gross balance sheet exposure
(221)
(141)
-
-
Estimated forecast purchase of assets
(62)
(25)
-
-
Estimated forecast purchase of goods
(902)
(1,158)
-
-
Gross exposure
(1,185)
(1,324)
-
-
Forwards to buy foreign currency
858
Net exposure
(327)
1,173 (151)
-
-
-
-
Great Britain Pound Cash and cash equivalents
6
1
Trade accounts payable
17
(20)
Other current liabilities
18
-
Gross balance sheet exposure
(19)
-
-
-
(46)
-
-
(4)
-
(1)
(50)
-
(1)
Estimated forecast purchases Goods
(8)
Estimated forecast purchase of Advertising
(64)
Gross exposure
(91)
(288) - (338)
-
-
-
-
-
(1)
Thai
Beverage
Public
Company
Limited
199
Consolidated
Separate
financial statements
financial statements
Note
2008
2007
2008
2007
(in million Baht)
Forwards to buy foreign currency
74
287
-
-
Net exposure
(17)
(51)
-
(1)
Singapore Dollars Loan to related party Other current liabilities
5
-
-
-
18
(1)
(1)
(1)
208 (1)
Gross exposure (1) (1) (1) 207 Forwards to sell foreign currency
-
-
-
(208)
Net exposure
(1) (1) (1) (1)
Japanese Yen Estimated forecast purchase of assets
-
(5)
-
-
Forwards to buy foreign currency
-
5
-
-
Net exposure
- - -
Others Trade accounts receivable
8
-
1
-
-
Trade accounts payable
17
(16)
(1)
-
-
Other current liabilities
18
(1)
-
-
-
Exposure (17) - - Forwards to buy foreign currency
-
1
-
-
Net exposure (17) 1
-
-
Credit risk Credit risk is the potential financial loss resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Group as and when they fall due. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. At the balance sheet date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet. However, due to the large number of parties comprising the Groupâ&#x20AC;&#x2122;s customer base, management does not anticipate material losses from its debt collection. Liquidity risk The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Groupâ&#x20AC;&#x2122;s operations and to mitigate the effects of fluctuations in cash flows. Annual
Report
2008
200
Fair values The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an armâ&#x20AC;&#x2122;s length transaction. In determining the fair value of its financial assets and liabilities, the Group takes into account its current circumstances and the costs that would be incurred to exchange or settle the underlying financial instrument.
31. Commitments with non-related parties
Consolidated
Separate
financial statements
financial statements
2008
2007
2008
2007-
(in million Baht)
Capital commitments Contracted but not provided for: Land
-
Buildings and other constructions
158
220
Machinery and equipment
228
218
-
-
Total
386
449
-
-
11
-
-
Non-cancellable operating lease commitments Within one year
218
246
9
9
After one year but within five years
197
223
7
14
After five years
31
30
-
-
Total
446
499
16
23
Other commitments Unused letters of credit for goods and supplies
41
86
-
-
Goods and raw materials purchase agreements
2,651
4,386
-
-
Molasses purchase agreements
1,174
296
-
-
Computer system installation agreements
10
53
9
53
Advertising services and sponsorship agreements
615
157
-
-
Service agreements
242
190
-
-
Specialist agreements
1,518
1,579
-
-
Forward contracts to buy foreign currencies
2,993
5,036
-
-
Forward contracts to sell foreign currencies
-
524
-
217
Bank guarantees
231
247
50
31
Other agreements
-
28
-
1
Total
9,475
12,582
59
302
Thai
Beverage
Public
Company
Limited
201
Specialist agreements
dependent on the performance of Everton football team
In 2004, the Company and four subsidiaries entered
in each year.
into production and blending control agreements with a specialist for a period of 40 years from 1 August 2004
Distributor agreement
to 1 August 2044. Under the agreements, the Company
In 2005, a subsidiary entered into a distributor agreement
and its subsidiaries are obliged to pay monthly service
with a local company to act as a distributor for green tea
fees of Baht 4.3 million which are to be annually
products for a period of three years from 4 November
increased by 5% for the first 20 years from 1 August 2004
2005 to 3 November 2008.
to 1 August 2024. Afterwards, the Company and its subsidiaries have to pay monthly service fees of Baht 0.25
Subsequently, on 3 November 2008, the distributor agree-
million until the expiration of the agreements. Service
ment was extended to another period of three years from
fee under the agreements totaled Baht 1,766.2 million.
4 November 2008 to 3 November 2011.
Subsequently, the addendums were made on 5 January 2006, under which the Company and its subsidiaries have
Hot-fill PET bottle trading agreement
to pay additional amount to this specialist amounting to
In 2004, a subsidiary entered into a hot-fill PET bottle
Baht 2,000 million. Therefore, the total service fees under
trading agreement with a local company, total 450
the agreements both outstanding and already paid
million bottles, at the price specified in the agreement
by the Company and its subsidiaries amounted to
for five years, commencing from 1 June 2004. During
Baht 3,766.2 million.
2005 , the said subsidiary entered into a hot-fill PET
bottle trading agreement with another local company As at 31 December 2008 the remaining commitments to
according to the quantity required from the subsidiary
be paid, relating to these agreements, amounted to Baht
on a monthly basis at the price specified in the
1,517.7 million.
agreement.
The agreement is for a 15 year period,
commencing 150 days after the agreement date. Sponsorship agreement In 2005, a subsidiary renewed a sponsorship agreement
Material and package trading agreement
with Everton Football Club, in the United Kingdom, for a
In 2007, two subsidiaries entered into a material and
period of three years from 1 June 2005 to 31 May 2008
package trading agreement with a local company for
in order to promote the Groupâ&#x20AC;&#x2122;s businesses globally. Under
distribution of products to the Groupâ&#x20AC;&#x2122;s shops and for
the agreement, the subsidiary is obliged to pay a minimum
materials and packaging management. The two sub-
amount of GBP 0.5 million and a maximum amount of
sidiaries agreed to pay the service charge at the rate
GBP 2.9 million per year, dependent on the performance
specified in the agreement for a period of three years from
of Everton football team in each year.
1 April 2007 to 31 March 2010 with the renewal option
for another three years. Subsequently, on 17 January 2008 , the sponsorship agreement was extended to another period of three
Transportation agreement
years from 1 June 2008 to 31 May 2011. The subsidiary is
In 2007, two subsidiaries entered into a transportation
obliged to pay a minimum amount of GBP 0. 5 million
agreement with a local company to transport products from
and a maximum amount of GBP 3 . 5 million per year,
factory to the destination. Transportation cost is calculated
Annual
Report
2008
202
for each trip at the rate stated in the agreement. The term
remaining unpaid portion of all ordinary shares amounting
of the agreement is three years from 1 November 2007
to Baht 30 million.
to 31 October 2010 and may be extended for successive terms of one year each or terminated if any party does
(b) On 2 February 2009, Sura Bangyikhan Co., Ltd. and
not comply with the terms and conditions stated in the
other two subsidiaries of the Company acquired entire
agreement or if not less than 90 days prior written notice
5,000 ordinary shares of Mekhong Distillery Limited from
is given by any one party to the other.
existing equity holders at Baht 13 per share, totalling Baht 65,000.
Shrink film purchase agreement In 2007, a subsidiary entered into an agreement with a
(c) On 2 February 2009, Beer Chang Co., Ltd. and
local company for purchasing 80 million pieces of shrink
other two subsidiaries of the Company acquired entire
film at the price stated in the agreement within five years
100,000 ordinary shares of Chang Beer International
from the date of the agreement.
Co., Ltd. from existing equity holders at Baht 39 per share, totalling Baht 3.9 million.
Licence agreement A subsidiary entered into a licence agreement for operat-
(d) The Executive Board of Directors’ meeting held on
ing a chain of Japanese restaurants in the Kingdom of
23 February 2009 unanimously passed the following
Thailand as the master license for the period 10 years
resolutions:
from 20 May 2008. This agreement shall be automatically renewed for additional terms of 10 years each, unless
there is a written notice not to renew this agreement at
filling line for non-alcoholic beverages project of
least 180 days prior to the expiration of the initial term of
a subsidiary under the budget of Baht 1,430 million.
any renewal term. The subsidiary committed to pay Initial
Licence Fee, Licence Fee and Royalty Fee as stated in
additional of short-term bills of exchange amounting
the agreement.
to Baht 5 , 000 million to two domestic financial
- Approval in principal for installation Aseptic system
- Approval in principal for issuing and selling the
institutions. Total revolving amounts of the Factory leasehold agreement
short-term bills of exchange will not exceed Baht
In 2006, an indirect subsidiary entered into a factory
10,000 million.
leasehold agreement with a local company to conduct food and beverage business at the monthly rental fee
(e) The Board of Directors’ meeting held on 27 February
specified in the agreement.
The agreement is for 14
2009 unanimously agreed to propose a dividend payment
year and two month period from 1 December 2006 to 31
of Baht 0 . 30 per share, totalling Baht 7 , 533 million.
January 2021.
The interim dividend was paid of Baht 0.12 per share, amounting to Baht 3 , 013 million. The remaining is a
32. Events after the balance sheet date
dividend payment of Baht 0.18 per share, amounting to Baht 4,520 million.
(a) On 30 January 2009, Thai Drinks Co., Ltd., the Company’s subsidiary, received the payment of the
Thai
Beverage
Public
Company
Limited
203
33. Thai Accounting Standards (TAS) not yet adopted The Group has not adopted the following revised TAS that have been issued as of the balance date but are not yet effective. These revised TAS will become effective for financial periods beginning on or after 1 January 2009.
TAS 36 (revised 2007)
Impairment of Assets
TAS 54 (revised 2007)
Non-current Assets Held for Sale and Discontinued Operations
The adoption and initial application of these revised TAS is not expected to have any material impact on the Company’s financial statements.
34. Reclassification of accounts Certain accounts in the 2007 financial statements have been reclassified to conform to the presentation in the 2008 financial statements as follows:
2007
Consolidated
Separate
financial statements
financial statements
Before
reclass
Reclass
After Reclass
Before Reclass
Reclass
After Reclass
(in million Baht)
Balance sheet Intangible assets
1,129
(122)
1,007
-
-
-
Leasehold rights
-
122
122
-
-
-
-
-
The reclassifications have been made in order to comply with the guideline promulgated by FAP.
35. Significant differences between Thai GAAP and IFRS (unaudited/ unreviewed) These consolidated financial statements have been
Thai GAAP to IFRS.
prepared in accordance with generally accepted
nor the reconciliation should be construed as being
accounting principles in Thailand (“Thai GAAP”), which
exhaustive or presented fairly in all material respects and
differ in certain significant respects from International
are provided for information purposes only.
Neither the narrative summary
Financial Reporting Standards (“IFRS”). The following disclosure provides a summary of certain significant
(a) Deferred tax
differences between Thai GAAP and IFRS, as applicable
There is no Thai accounting standard currently effective
to the consolidated financial statements of the Group,
in relation to accounting for deferred taxes. Whilst not
and a reconciliation of net profit and total equity from
specifically addressed in Thai GAAP, provisions for
Annual
Report
2008
204
income taxes of the Group are typically based on
encourage voluntary redundancy.
corporate income taxes currently payable in the period under the Revenue Code of Thailand. The Group does
Retirement benefits are recognised as a liability, being
not, therefore, recognise deferred tax assets and liabilities
the net total of the present value of the obligation at the
for the current period.
balance sheet date less the fair value of any plan assets and recognised as an expense the net total of current
Under IFRS, provision is made for deferred tax using a
service costs, interest costs, past service costs and any
balance sheet approach, with deferred tax calculated on
actuarial gains and losses.
temporary differences, being the differences between the tax and the book values of assets and liabilities. The
(c) Financial instruments
deferred tax charge or credit is the change in the period
Thai GAAP has certain disclosure requirements for
in deferred tax liabilities and assets. Deferred tax assets
financial instruments, but only limited guidance on the
are recognised to the extent that it is probable that future
recognition and measurement of financial instruments.
taxable profits will be available against which the
The Group has decided not to recognise derivative
temporary differences can be fully utilised.
financial instruments on the balance sheet. However, foreign currency assets and liabilities hedged by these
(b) Employee benefits
contracts are translated into Thai Baht at exchange rates
There is currently no Thai accounting standard in
prevailing on the balance sheet date.
relation to accounting for employee benefits, including termination, retirement and post-retirement benefits. The
Under IFRS, derivative financial instruments are
Groupâ&#x20AC;&#x2122;s
primary obligations in respect of employee
recognised on the balance sheet as either an asset or a
benefits are contributions on behalf of employees to
liability initially at cost, which is the fair value of
provident funds and the payment of statutory severance
consideration given (in the case of an asset) or
benefits on retirement and terminating employment
received (in the case of a liability). Transaction-
involuntarily. Severance termination and retirement
costs are included in the initial measurement.
benefits vary according to various factors, including the
Subsequent to initial recognition, derivative financial
employeeâ&#x20AC;&#x2122;s service life and salary. Whilst not specifically
instruments are stated at fair value. Movements in fair
addressed in Thai GAAP, contributions are charged as an
values are recognised in the consolidated statement
expense as incurred.
of income.
Under IFRS, employee benefits are accounted for in
(d) Investment in property
accordance with IAS No. 19 Employee Benefits.
In accordance with Thai GAAP, owned land held to earn
Accordingly, termination benefits are recognised as a
rentals is classified as part of property, plant and
liability and an expense when, and only when, the
equipment. This land is carried at a revalued amount
enterprise is demonstrably committed to either terminate
less any subsequent accumulated impairment losses.
the employment of an employee or group of employees
Movements on the revaluation surplus are reflected
before the normal retirement date or provide termination
in equity.
benefits as a result of an offer made in order to
Thai
Beverage
Public
Company
Limited
205
Under IFRS, owned property held to earn rentals is
land has been revalued while the buildings have not.
classified as part of investment property. This is covered by IAS No. 40 Investment Property. IAS No. 40 allows
(e) Business combination (Goodwill)
enterprises to choose either a fair value model or a cost
Until 31 December 2007, Thai GAAP required goodwill
model to measure investment property.
arising from a business combination to be systematically amortised over its estimated useful life, although its useful
In accordance with the fair value model, an enterprise
life should not exceed 20 years from initial recognition.
should measure all of its investment property at its fair value. A gain or loss arising from a change in the fair
During 2007, Thai GAAP on goodwill was revised in
value of investment property should be included in net
accordance with IFRS which is effective for annual
profit or loss for the period in which it arises.
accounting periods beginning on or after 1 January 2008.
In accordance with the cost model, land and buildings
Under the newly revised Thai GAAP, acquired goodwill
held as investment property should be measured at cost
is measured after initial recognition at cost less any
less any accumulated impairment losses.
accumulated impairment losses. Therefore, goodwill is not amortised and must be tested for impairment
For the purposes of disclosure under IFRS, the Group
annually or more frequently if events or changes in
has adopted the cost model for investment property
circumstances indicate that it might be impaired.
consisting of both land and buildings. For Thai GAAP, the
Consolidated net profit 2008
2007
(in million Baht)
As reported in these consolidated financial statements under Thai GAAP
10,606
10,943
Add (less) : Thai GAAP/IFRS differences (net of tax effect) (a) Deferred tax
(31)
111
(b) Employee benefits
(53)
(65)
18
82
-
3
(c) Financial instruments (d) Investment in property (e) Business combination (Goodwill) Under IFRS
-
29
10,540
11,103
Consolidated total equity 2008
2007
(in million Baht)
As reported in these consolidated financial statements under Thai GAAP
53,998
57,095
Add (less): Thai GAAP/IFRS differences (net of tax effect) (a) Deferred tax
(370)
(595)
(b) Employee benefits
(639)
(596)
(c) Financial instruments
30
12
(d) Investment in property
(47)
(47)
(e) Business combination (Goodwill)
102
102
53,074
55,971
Under IFRS Annual
Report
2008
206
INTERESTED PERSONS TRANSACTIONS Audited results for the year ended December 31, 2008
A Revenue from sales and service income 1 Terragro Fertilizer Co., Ltd.
Aggregate value of all interested
Aggregate value of all
persons transactions during
interested persons
the year ended December 31, 2008
transactions conducted
under review (excluding transactions
under the mandate
less than S$100,000* and transactions
(excluding transactions
conducted under Shareholders’ Mandate)
less than S$100,000*)
Baht ’000
Baht ’000
13,154.14
-
2 Pisetkij Co., Ltd.
-
18,393.01
3 PS Recycle Co., Ltd.
-
79,416.45
4 TCC Hotel Collection Co., Ltd. (**) 5 Thai Alcohol Public Co., Ltd. B Other income 1 Pisetkij Co., Ltd.
3,464.01
-
96,288.72
-
-
8,841.97
2 Dumrongfah Co., Ltd.
525,788.85
-
3 Thai Alcohol Public Co., Ltd.
142,569.42
-
C Cost of sales
1 PS Recycle Co., Ltd.
-
804,012.56
2 The Maewang Sugar Industry Co., Ltd.
-
24,959.95
3 The Suphanburi Sugar Industry Co., Ltd.
-
47,664.46
4 Dhipaya Sugar (1999) Co., Ltd.
-
24,396.36
5 Southeast Capital Co., Ltd.
-
10,389.74
6 T.C.C. Technology Co., Ltd.
-
6,622.31
7 Thai Beverage Can Co., Ltd.
-
1,154,639.83
8 Berli Jucker Public Co., Ltd.
-
3,271,245.78
9 The Southeast Insurance Co., Ltd. (***)
-
129,830.45
10 The Southeast Life Insurance Co., Ltd.
-
5,043.26
11 The Utaradit Sugar Industry Co., Ltd.
-
24,247.78
12 New Noble Property and Loan Fund
-
13,662.18
13 North Park Golf And Sport Club Co., Ltd.
-
3,828.83
14 T.C.C. Ningbo Best Spirits Co., Ltd.
6,792.52
-
15 Siam Food Products Public Co., Ltd.
25,387.00
-
T h a i B e v e r a g e P u b l i c C o m p a n y L i m i t e d
207
Aggregate value of all interested
Aggregate value of all
persons transactions during
interested persons
the year ended December 31, 2008
transactions conducted
under review (excluding transactions
under the mandate
less than S$100,000* and transactions
(excluding transactions
conducted under Shareholders’ Mandate)
less than S$100,000*)
Baht ’000
Baht ’000
D Other expenses
1 Bang-Na Glass Co., Ltd.
-
15,772.76
2 Southeast Capital Co., Ltd.
-
108,248.98
3 T.C.C. Technology Co., Ltd.
-
53,446.24
4 Berli Jucker Public Co., Ltd.
-
12,007.90
5 The Southeast Insurance Co., Ltd. (***)
-
33,775.79
6 The Southeast Life Insurance Co., Ltd.
-
5,367.68
7 Plaza Athenee Hotel (Thailand) Co., Ltd.
-
44,278.58
8 Regent Gold Property Fund
-
6,486.05
9 BJC Healthcare Co., Ltd.
-
4,282.20
10 North Park Golf and Sport Club Co., Ltd.
-
11,910.11
11 TCC Hotel Collection Co., Ltd. (**) 12 Dynamic Assets Property and Loan Fund 13 Best Wishes Co., Ltd
18,002.85
-
4,601.00
-
5,373.14
-
14 T.C.C. International Limited
21,726.21
-
15 Best Fortune Property and Loan Fund
30,895.56
-
16 TCC PD 11 Co., Ltd.
10,021.39
-
E Sale of assets 1 Terragro Fertilizer Co., Ltd. F Purchase of assets 1 BJC Industrial and Trading Co., Ltd.
4,468.12
-
2,798.38
-
* Exchange rate Baht 24.00 per 1 SGD. ** Formerly : Queen’s Park Hotel Group Co., Ltd. *** Formerly : The Southeast Insurance (2000) Co., Ltd. Remark : 1. Previously, Oishi Group PLC was considered as an interested person. Since we acquired Oishi Group PLC on September 30, 2008
and consolidated it in our financial accounts in the Quarter ended September 2008, this company is no longer an interested person.
As a consequence Oishi Group PLC including its subsidiaries are considered as Thai Beverage PLC’s direct subsidiary and indirect
subsidiaries respectively.
2. Previously Thai Alcohol Public Co., Ltd. was considered a direct subsidiary of Thai Beverage PLC. Since we sold Thai Alcohol
Public Co., Ltd on September 30, 2008, this company including its subsidiaries are no longer Thai Beverage PLC’s direct
subsidiary and indirect subsidiaries respectively.
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Appendix Renewal of Shareholders’ Mandate for Interested Person Transactions 1. Background
The Board of Directors of Thai Beverage Public Company Limited (the “Company”) refer to (a) the Notice of Annual General Meeting of the Company dated April 9, 2009 (the “Notice”), accompanying the Annual Report 2008, convening the Annual General Meeting (“AGM”) of the Company to be held on April 29, 2009, and (b) Resolution No. 9 under the heading “Special Business” set out in the Notice.
2. Shareholders’ Mandate
Pursuant to the Company’s Prospectus dated May 19, 2006 (the “Prospectus”), approval of the Shareholders was deemed obtained for a shareholders’ mandate to enable the Company and its subsidiaries which are considered to be “entities at risk” within the meaning of Rule 904(2) of the listing manual (the “Listing Manual”) of the Singapore Exchange Securities Trading Limited (“SGX-ST”), in their ordinary course of businesses, to enter into categories of transactions with specified classes of the Company’s interested persons (the “Interested Person Transactions”), provided that such transactions are entered into on an arm’s length basis and on normal commercial terms. The details of the Interested Person Transactions and shareholders’ mandate were disclosed in pages 124 to 148 of the Prospectus. The said shareholders’ mandate was updated at the AGM held on April 20, 2007 and April 28, 2008 in the manner set out on pages 180 to 188 and pages 201 to 212 of the Company’s annual reports for the financial year ended December 31, 2006 and 2007, respectively (the shareholders’ mandate as amended, the “Shareholders Mandate”).
3. Proposed Renewal of the Shareholders’ Mandate
The Shareholders’ Mandate was expressed to take effect until the conclusion of the subsequent AGM. Accordingly, the Directors propose that the Shareholders’ Mandate be renewed at the forthcoming AGM on April 29, 2009, to take effect until the next AGM of the Company.
4. Details of the Shareholders’ Mandate
Details of the Shareholders’ Mandate, including the rationale for, and the benefits to, the Company, the review procedures for determining transaction prices with interested persons and other general information relating to Chapter 9 of the Listing Manual, are set out in the Annexure to this Appendix.
5. Audit Committee Statement
The Audit Committee has reviewed the terms of the Shareholders’ Mandate and pursuant to Rule 920(1)(c) of the Listing Manual confirms that:-
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(a) the review procedures for determining the transaction prices under the Shareholders’ Mandate have not changed since shareholders approved the Shareholders’ Mandate at the AGM held on April 28, 2008; and (b) the review procedures referred to in the Annexure are sufficient to ensure that the transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders.
If, during the periodic reviews by the Audit Committee, it is of the view that the established review procedures referred to in the Annexure are no longer appropriate or adequate to ensure that the Interested Person Transactions will be transacted on normal commercial terms and will not be prejudicial to the interests of the Company and minority Shareholders, the Company will seek a fresh mandate from Shareholders based on new review procedures.
6. Directors’ and Substantial Shareholders’ Interests
The interests of the directors and substantial shareholders of the Company in the issued shares in the capital of the Company as at January 21, 2009 and March 11, 2009 respectively can be found in the Annual Report in respect of the financial year ended December 31, 2008 to be, or which has been, distributed to shareholders.
7. Abstention from Voting
Mr. Charoen Sirivadhanabhakdi, Khunying Wanna Sirivadhanabhakdi, Mr. Thapana Sirivadhanabhakdi and Mr. Panote Sirivadhanabhakdi, who are Directors of the Company, have interests in the shares of the Interested Persons (as described in the Annexure to this Appendix), and also hold directorships and/or executive positions in them. They and their respective associates will abstain from voting on Resolution No. 9 being the Ordinary Resolution relating to the proposed renewal of the Shareholders’ Mandate in respect of their shareholdings in the Company, if any, at the forthcoming AGM.
8. Directors Recommendation
The Directors who are considered independent for the purposes of the proposed renewal of the Shareholders’ Mandate are Mr. Komen Tantiwiwatthanaphan, Mr. Narong Srisa-an, Ms. Kanoknart Rangsithienchai, Mr. Chukiet Tangpongprush, Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai, Dr. Pisanu Vichiensanth, Mr. Vivat Tejapaibul, Mr. Puchchong Chandhanankij, Gen. Dr. Choo-Chat Kambhu Na Ayudhya, Prof. Pornchai Matangkasombut, Mr. Michael Lau Hwai Keong, Mr. Sakthip Krairiksh, Mr. Staporn Kavitanon, Prof. Kanung Luchai, Mr. Manu Leopairote and Mr. Ng Tat Pun (the “Independent Directors”). The Independent Directors are of the opinion that the entry into of the Mandated Transactions described in the Annexure to this Appendix and those Interested Persons (as described in the Annexure to this Appendix) is in the ordinary course of its business will be entered into to enhance the efficiency of the Group and are in the best interests of the Company.
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For the reasons set out in the Annexure to this Appendix, the Independent Directors recommend that Shareholders vote in favour of Resolution No. 9, being the Ordinary Resolution relating to the proposed renewal of the Shareholdersâ&#x20AC;&#x2122; Mandate at the forthcoming AGM.
9. Directorsâ&#x20AC;&#x2122; Responsibility Statement
The Directors collectively and individually accept responsibility for the accuracy of the information given herein and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the opinions expressed herein are fair and accurate and that there are no material facts the omission of which would make any statement herein misleading.
10. Action To Be Taken By Shareholders
Shareholders who are unable to attend the 2009 AGM and wish to appoint a proxy to attend and vote at the 2009 AGM on their behalf, will find, attached to the invitation to the 2009 AGM, a Proxy Form which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as possible and, in any event, (i) so as to arrive at the registered office of the Company at Sangsom Building, 14 Vibhavadi Rangsit Road, Chomphon Sub-district, Chatuchak District, Bangkok 10900, Thailand, for the attention of the Company Secretary, not later than 24 hours before the time fixed for the 2009 AGM or (ii) at the venue of the 2009 AGM before the AGM commences. The sending of a Proxy Form by a Shareholder does not preclude him from attending and voting in person at the AGM if he finds that he is able to do so.
Shareholders with securities accounts maintained with CDP will find, attached to the Invitation to the 2009 AGM, a Voting Instructions Form which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as possible and, in any event so as to arrive at CDP within 7 days before the time fixed for the 2009 AGM.
11. SGX-ST
The SGX-ST takes no responsibility for the accuracy of any statements or opinions made in this Appendix.
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Annexure General Mandate for Interested Persons Transactions We anticipate that we would, in the ordinary course of business, continue to enter into certain transactions with our interested persons, including but not limited to those categories of transactions described below. In view of the time-sensitive nature of commercial transactions, it would be advantageous for us to obtain a shareholders’ mandate to enter into certain interested persons transactions in our ordinary course of business, provided that all such transactions are carried out on normal commercial terms and are not prejudicial to the interests of our Company and our minority Shareholders. Chapter 9 of the Listing Manual allows a listed company to obtain a mandate from its shareholders for recurrent interested persons transactions which are of a revenue or trading nature or for those necessary for its day-to-day operations. These transactions may not include the purchase or sale of assets, undertakings or businesses which are not part of our day-to-day operations. Pursuant to Rule 920(2) of the Listing Manual, our Company may treat a general mandate as having been obtained from our Shareholders (“Shareholders’ Mandate”) for us to enter into Interested Persons Transactions with our interested persons, if the information required under Rule 920(1)(b) of the Listing Manual is included in the Prospectus. Pursuant to Rule 920(1) of the Listing Manual, a general mandate is subject to annual renewal. The information required by Rule 920(1)(b) is as follows:
(a)
the class of interested persons with which the Entity At Risk (as defined below) will be transacting;
(b)
the nature of the transactions contemplated under the mandate;
(c)
the rationale and benefit to the Entity At Risk;
(d)
the methods or procedures for determining transaction prices;
(e)
the independent financial advisor’s opinion on whether the methods or procedures in (d) above are sufficient to
ensure that the transactions will be carried out on normal commercial terms and will not be prejudicial to the
interests of our Company and our minority Shareholders (where applicable);
(f)
an opinion from our Audit Committee if it takes a different view to the independent financial advisor (where
applicable);
(g)
a statement from us that we will obtain a new mandate from our Shareholders if the methods or procedures in
(d) above become inappropriate; and
(h)
a statement that the interested person will abstain, and has undertaken to ensure that its associates will abstain,
from voting on the resolution approving the transaction.
The Shareholders’ Mandate, if renewed, will be effective until the next annual general meeting.
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Entities At Risk For the purposes of the Shareholders’ Mandate, an “Entity At Risk” means:
• our Company;
• a subsidiary of our Company that is not listed on the SGX-ST or an approved exchange; or
• an associated company of our Company that is not listed on the SGX-ST or an approved exchange, provided
that the Group or the Group and interested persons has control over the associated company.
Classes of Mandated Interested Persons The Shareholders’ Mandate will apply to our Group’s transactions with the list of interested persons as set out in the Schedule – List of Our Interested Persons and Mandated Interested Persons (the “Mandated Interested Persons” and each a “Mandated Interested Person”). Transactions with Mandated Interested Persons which do not fall within the ambit of the Shareholders’ Mandate shall be subject to the relevant provisions of Chapter 9 of the Listing Manual. Mandated Transactions The transactions with interested persons which will be covered by the Shareholders’ Mandate (“Mandated Transactions”) relating to the provision to, or obtaining from, interested persons of products and services in the ordinary course of business of our Group or which are necessary for the day-to-day operations of our Group (but not in respect of the purchase or sale of assets, undertakings or businesses which are not part of our day-to-day operations) are as follows: (a) purchases from interested persons of raw materials and packaging materials including new and used glass bottles,
aluminium cans, molasses, herbs for the production of beer concentrate, cartons and caps;
(b) obtaining from interested persons of insurance and insurance-related services; (c) purchases from interested persons of all kinds of consumer products, office and storage supplies including tissue
paper and sugar for office use, scrap steel, malt bags and wooden pallets;
(d) obtaining from interested persons of services, including services relating to provision of accommodation, vehicles
and facilities for the directors of the Company and/or subsidiaries, staff training, telecommunications and
software licensing, marketing and advertising and management services and services for the manufacturing
and distributorship of products;
(e) obtaining from interested persons of leases or subleases of office space, warehouses, passenger cars and land; (f) provision to interested persons of services including procurement services, property improvement services,
advertising and sales services and manufacturing services;
(g) lease or sub-lease to interested persons of office space, warehouses, passenger cars and land;
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(h) sale to interested persons of by-products including fertilizer, used bottles, and factory remnants such as
aluminium and glass remnants and scrap paper;
(i) sale to interested persons of our beer, spirits and water, and soda and other products; and (j) provision or the obtaining of such other products and/or services which are incidental to or in connection with
the provision or obtaining of products and/or services in sub-paragraphs (a) to (i) above.
Review Procedures for Interested Persons Transactions Our Audit Committee has oversight of all Interested Persons Transactions undertaken by our Group including, the review and where required, approval of such transactions. For this purpose, our Board of Directors has appointed Mr. Ng Tat Pun, an independent non-executive Director and member of the Audit Committee, to lead the Audit Committee in its role in respect of Interested Persons Transactions undertaken by our Group (the “Lead Independent Director for IPTs”). We have also established the following procedures to ensure that the Interested Persons Transactions are undertaken on an arm’s length basis and on normal commercial terms. Review Procedures and Threshold Limits In general, there are procedures established by our Group to ensure that Interested Persons Transactions, including the Mandated Transactions with the Mandated Interested Persons, are undertaken on an arm’s length basis and on normal commercial terms consistent with our Group’s usual business practices and policies, and on terms which are generally no more favorable to the interested persons than those extended to or obtained from unrelated third parties. In particular, the following review procedures have been implemented: (1) Procurement and purchase of goods and obtaining services
(a) All procurement and purchases made by our Group of a recurring nature which are in the ordinary course of business of our Group or which are necessary for the day-to-day operations of our Group, including procurement and purchases which are Mandated Transactions with Mandated Interested Persons (such as the transactions referred to in paragraphs (a), (b), (c), (d) and (j) above under “General Mandate for Interested Person Transactions - Mandated Transactions”) will be governed by internal control procedures, which detail matters such as the constitution of internal approving authorities, their approval limits, the number of vendors (minimum of two) who provide us quotes, and the review procedures. The guiding principle is to objectively obtain the best goods and/or services on the best terms through competitive quotations, if appropriate. In determining whether the price and terms offered by interested persons are fair and reasonable, factors such as, but not limited to, delivery schedules, specification compliance, track record, experience and expertise, preferential rates, discounts or rebates offered for bulk purchases, will be taken into consideration. In addition, each interested person transaction entered into by our Group will be monitored as an individual transaction and based on the value of the transaction, will require the prior approval of the corresponding approving authority who is a Director or management employee of the Group (not being an interested person or his associate) and who does not have any interests, whether direct or indirect, in relation to the transaction (the “Relevant Approving Authority”) as follows:
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Approval Limits
Relevant Approving Authority
Interested person transaction not exceeding Baht 500,000 in value
A deputy managing director or officer of equivalent rank
Interested person transaction above Baht 500,000 but not exceeding Baht 5 million in value
A managing director or officer of equivalent rank
Interested person transaction above Baht 5 million but not exceeding Baht 10 million in value
A vice-chairman or officer of equivalent rank
Interested person transaction above Baht 10 million but not exceeding Baht 20 million in value
A chairman
Interested person transaction above Baht 20 million but not exceeding 3% of the latest audited net tangible assets of the Group in value
Any two vice-chairmen and/or chairmen or officers of equivalent rank
Interested person transaction above 3% of the latest audited net tangible assets of the Group in value
Any two Audit Committee members, one of whom must be the Lead Independent Director for IPTs
In relation to paragraph (j) above under “General Mandate for Interested Persons Transactions - Mandated Transactions”, the Relevant Approving Authority (as determined by the value of the transaction) will also assess and approve that the proposed transaction is one which is incidental to or in connection with the provision or obtaining of products and/or services in sub-paragraphs (a), (b), (c) and (d) above under “General Mandate for Interested Persons Transactions-Mandated Transactions”.
(b) In the event that we cannot obtain competitive quotations (for instance, if there are no unrelated third party vendors of similar products and services (taking into account quantum, specifications and delivery schedules among others), or if the product is proprietary in nature), based on the value of the proposed interested persons transaction, the corresponding Relevant Approving Authority as set out above (not being an interested person or his associate) and who does not have any interests, direct or indirect, in relation to the transaction, will determine whether the price and terms offered by the interested person are fair and reasonable.
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(c) Purchases under the prevailing terms of the Glass Bottle Purchase Agreement dated May 24, 2007 entered into between Bang-Na Logistic Co., Ltd. and Berli Jucker Public Company Limited (the “Glass Bottle Purchase Agreement”) will be covered under the Shareholders’ Mandate, provided that any amendment to the material provisions of the Glass Bottle Purchase Agreement, including any adjustment authorized by the agreement to the purchase price for glass bottles pursuant to and any renewal or extension of tenure of the Glass Bottle Purchase Agreement, requires the approval of our Board of Directors and the Audit Committee.
(2) Other Interested Persons Transactions of a recurring nature
(a) We intend to conduct other interested persons transactions not covered by paragraph ( 1 ) above which are of a recurring nature and that occur in the ordinary course of business of our Group. These transactions are necessary for the day-to-day operations of our Group and include the sale of products and provisions of services to interested persons and lease or sub-lease of property to or from interested persons and the Mandated Transactions with Mandated Interested Persons referred to in paragraphs (e), (f), (g), (h), (i) and (j) under “General Mandate for Interested Persons Transactions - Mandated Transactions” above. We intend to conduct these transactions at the prevailing market rates or prices of the product or service to be provided, and at prevailing market rentals for leases and sub-leases of property, on terms no more favorable to the interested person than the usual commercial terms extended to or, where applicable, by unrelated third parties (including, where applicable, preferential rates, discounts to favored customers or for bulk purchases) or otherwise in accordance with applicable industry norms, provided that:
(i) in relation to the sale of products and provision of services which are not contemporaneously in time as the proposed interested person transaction being sold or provided to an unrelated third party, quotes from at least two other suppliers who are unrelated third parties not being the relevant interested person or his associates of similar products or services will be obtained; and
(ii) in relation to the lease or sub-lease of property, we are required to obtain enquiries with at least two landlords and/or tenants who are unrelated third parties not being the relevant interested person or his associates of similarly sized and located properties put to similar use.
In addition, each Interested Person Transaction entered into by our Group will be monitored as an individual transaction and based on the value of the transaction, will require the prior approval of the corresponding Relevant Approving Authority who is a Director or management employee of the Group (not being an interested person or his associate) and who does not have any interests, whether direct or indirect, in relation to the transaction as follows:
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Approval Limits
Relevant Approving Authority
Interested person transaction not exceeding Baht 200,000 in value
A deputy managing director or officer of equivalent rank
Interested person transaction above Baht 200,000 but not exceeding Baht 500,000 in value
A managing director or officer of equivalent rank
Interested person transaction above Baht 500,000 but not exceeding Baht 5 million in value
A vice chairman or officer of equivalent rank
Interested person transaction above Baht 5 million but not exceeding 3% of the latest audited net tangible assets of the Group in value
A chairman
Interested person transaction above 3% of the latest audited net tangible assets of the Group in value
Any two Audit Committee members, one of whom must be the Lead Independent Director for IPTs
In relation to paragraph (j) above under “General Mandate for Interested Persons Transactions - Mandated Transactions”, the Relevant Approving Authority (as determined by the value of the transaction) will also assess and approve that the proposed transaction is one which is incidental to or in connection with the provision or obtaining of products and/or services in sub-paragraphs (e), (f), (g), (h) and (i) above under “General Mandate for Interested Persons Transactions - Mandated Transactions”.
(b) Where the prevailing market rates or prices are not available, whether due to the nature of products to be sold or services to be provided, the unavailability or impracticality of obtaining quotes from third party sources or otherwise, our Group’s pricing for these products and services will be determined in accordance with the Group’s usual business practices and pricing policies, consistent with the usual margin our Group will obtain for the same or substantially similar type of transaction with unrelated third parties. In determining the transaction price payable by Mandated Interested Persons for these products or services, factors such as, but not limited to, quantity, volume, consumption, customer requirements, specifications, duration of contract and strategic purposes of the transaction will be taken into account. In relation to leases and sub-leases of property, where prevailing market rentals are not available, whether due to the unavailability or impracticality of obtaining rental comparisons or otherwise, rental will be determined according to the Group’s usual business practices and policies. In addition, based on the value of the proposed interested person transaction, the corresponding Relevant Approving Authority as set out in paragraph (a) above (not being an interested person or his associate) and who does not have any interests, direct or indirect, in relation to the transaction, will determine whether the price and terms offered by the interested person are fair and reasonable.
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(3) Non-recurring interested persons transactions We may from time to time also conduct interested persons transactions not covered by paragraphs (1) and (2) above and which do not form part of the Shareholdersâ&#x20AC;&#x2122; Mandate. These transactions are not of a recurring nature or occur outside the ordinary course of business of our Group or which may not be necessary for the day-to-day operations of our Group and include the purchase or sale of assets, undertakings or businesses which are not part of our day-to-day operations. We intend to conduct such transactions in accordance with the SGX-ST Listing Manual, including the threshold, approval and other requirements under paragraphs 905 and 906 of the SGX-ST Listing Manual. In addition, we will monitor each transaction on an individual basis, and each transaction will require the prior approval of the corresponding Relevant Approving Authority below who is a Director or management employee of the Group (not being an interested person or his associate) and who does not have any interests, whether direct or indirect, in relation to the transaction. The Relevant Approving Authority will also review the transaction to ensure that they are carried out on normal commercial terms and not prejudicial to the interests of our Company and minority Shareholders:
Approval Limits
Relevant Approving Authority
Interested person transaction not exceeding Baht 200,000 in value
A deputy managing director or officer of equivalent rank
Interested person transaction above Baht 200,000 but not exceeding Baht 500,000 in value
A managing director or officer of equivalent rank
Interested person transaction above Baht 500,000 but not exceeding Baht 5 million in value
A vice chairman or officer of equivalent rank
Interested person transaction above Baht 5 million but not exceeding 3% of the latest audited net tangible assets of the Group in value
A chairman
Interested person transaction above 3% of the latest audited net tangible assets of the Group in value
Any two Audit Committee members, one of whom must be the Lead Independent Director for IPTs
In the event that these interested persons transactions require the approval of our Shareholders, additional information may be required to be presented to Shareholders and an independent financial adviser may be appointed for an opinion.
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Other Review Procedures Our Audit Committee led by the Lead Independent Director for IPTs will also review all interested persons transactions including, Mandated Transactions to ensure that the prevailing rules and regulations of the SGX-ST (in particular, Chapter 9 of the Listing Manual) are complied with. Our Group has also implemented the following procedures for the identification of interested persons transactions (including Mandated Transactions) and interested persons (including Mandated Interested Persons) and the recording of all our interested person transactions: (a) our Group Chief Financial Officer will maintain a register of all transactions carried out with interested persons, including the Mandated Interested Persons (and the basis, including the quotations obtained to support such basis, on which these transactions are entered into), whether mandated or non-mandated; and (b) on a quarterly basis, our Group Chief Financial Officer will submit a report to our Audit Committee of all recorded interested persons transactions, and the basis of all recorded interested persons transactions, entered into by our Group. Our Company’s annual internal audit plan will incorporate a review of all interested persons transactions, including the established review procedures for the monitoring of the interested persons transactions including Mandated Transactions, entered into or existing interested persons transactions that are renewed or revised during the current financial year, pursuant to the Shareholders’ Mandate. In addition, our Audit Committee led by the Lead Independent Director for IPTs will review, on a quarterly basis, internal controls and review procedures for interested persons transactions to determine if they are adequate and/or commercially practicable in ensuring that the transactions between our Group and interested persons are conducted on normal commercial terms and are not prejudicial to the interests of our Company and our minority Shareholders. In conjunction with this review, our Audit Committee will also ascertain whether we have complied with the established review procedures. Further, if during these periodic reviews by our Audit Committee, our Audit Committee is of the view that the internal controls and review procedures for interested persons transactions are inappropriate or not sufficient to ensure that the interested persons transactions will be on normal commercial terms and not prejudicial to the interests of our Company and our minority Shareholders, our Audit Committee will (pursuant to Rule 920(1)(b)(iv) and (vii) of the Listing Manual) revert to our Shareholders for a new Shareholders’ Mandate based on new internal controls and review procedures for transactions with the Mandated Interested Persons. During the period prior to obtaining a new mandate from Shareholders, all transactions with interested persons will be subject to prior review and approval by the Audit Committee. For the purposes of the above review of the internal controls and review procedures, any member of our Audit Committee who is not considered independent will abstain from participating in the Audit Committee’s review of the internal controls and review procedures. Our Audit Committee will have overall responsibility for determining the review procedures with the authority to delegate to individuals or committees within our Group as they deem appropriate.
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Schedule List of our Mandated Interested Persons Mandated Interested Persons 1. TCC Holding Co., Ltd.
23. Pisetkij Co., Ltd.
2. Bang-Na Glass Co., Ltd.
24. Plastic Agachon Co., Ltd.
3. Berli Jucker Cellox Co., Ltd. 4. BJC Industrial and Trading Company Limited
25. Plaza Athenee Hotel (Thailand) Co., Ltd. (1)
26. Queenâ&#x20AC;&#x2122;s Park Hotel Co., Ltd.
5. Berli Jucker Foods Co., Ltd.
27. Regent Gold Property Fund
6. Berli Jucker Logistics Co., Ltd.
28. Siam Realty Co., Ltd.
7. Berli Jucker Public Company Limited
29. Southeast Capital Co., Ltd.
8. Berli Jucker Specialties Co., Ltd.
30. The Southeast Insurance Co., Ltd.
9. BJC Marketing Co., Ltd.
31. The Southeast Life Insurance Co., Ltd.
10. BJC Healthcare Co., Ltd.
(2)
(3)
32. The Suphanburi Sugar Industry Co., Ltd.
11. Chalitlarp Co., Ltd.
33. T.C.C. Service Apartment Co., Ltd.
12. Dhipaya Sugar (1999) Co., Ltd.
34. Terragro Co., Ltd. (5)
13. Golden Wealth Co., Ltd.
35. T.C.C. Capital Co., Ltd.
14. Indara Insurance Public Company Limited
36. T.C.C. Commercial Property Management Co., Ltd.
15. Lake View Golf and Yacht Club Co., Ltd.
37. T.C.C. Technology Co., Ltd.
16. Lake View Land Co., Ltd.
38. Thai Beverage Can Co., Ltd.
17. Mae Ping Hotel (1988) Co., Ltd.
39. The Chonburi Sugar Corporation Limited
18. N.C.C. Management and Development Co., Ltd.
40. Thai Glass Industries Public Company Limited
19. New Noble Property and Loan Fund
41. The Maewang Sugar Industry Co., Ltd.
20. Nongkhai Country Golf Club Co., Ltd.
42. The New Imperial Hotel Public Company Limited
21. North Park Golf and Sports Club Co., Ltd.
43. The Utaradit Sugar Industry Co., Ltd.
(4)
22. P.S. Recycle Co., Ltd. Note (1)
Its former name was BJC Engineering Co., Ltd.
(2)
Its former name was BJC Trading Co., Ltd.
(3)
Its former name was The Southeast Insurance (2000) Co., Ltd.
(4)
Its former name was Tara Hotel Co., Ltd.
(5)
Its former name was T.C.C. Agro Co., Ltd.
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Accounting Manual Policy Accounting Manuals ThaiBev and all subsidiaries in Thailand have already implemented the use of the accounting manuals which were assisted to develop by Deloitte Touche Tohmatsu Jaiyos Advisory (“Deloitte”), part of one of the world’s top four auditing firms, since 2006. The accounting manuals will be used eventually to aid in the uniform understanding and utilization of the accounting system throughout companies in ThaiBev group. They formally comprise our accounting policy, chart of accounts, organization chart, accounting process flow, samples of documents and reports received and generated in the accounting process and etc. The manual will be updated within 2009 if there are any important changes incurred after the use of the manual, such as SAP system implementation etc.
All subsidiaries outside Thailand have applied and implemented the use of accounting manuals in 2008.
SAP System Implementation and status of Thaibev’s IT Project (for this year) ThaiBev has grown rapidly over the years and requires a world-class software solution that would eventually allow real-time decision making and a comprehensive integration of data sources across the Company. SAP is recognized as a globally recognized best practice software solution, well-suited to this purpose. The earliest SAP implementation began in our breweries in 2001.
ThaiBev approved a budget in 2006 to implement the SAP system at our headquarters and 33 core subsidiaries around Thailand. In 2007, ThaiBev went on to implement SAP, finishing well within the given time frame and under budget while including an extra implementation at one more subsidiary to bring the implementation to 34 subsidiary companies in total.
In 2008, ThaiBev decided to extend the scope of the project while still keeping within the original budget, to bring another 15 subsidiaries into the same system. This meant that all of the targeted subsidiaries in Thailand were now considered within the SAP system.
In addition to SAP, 12 ThaiBev subsidiaries involved in distribution employ a locally-developed accounting software called BC Account at 93 locations around the country. BC Account is a small ERP system that had a low investment cost but has met with a good response from all users. The BC Account system delivers data from each location to a central server every 15 minutes. Senior marketing management usually peruses the reports twice a day.
T h a i B e v e r a g e P u b l i c C o m p a n y L i m i t e d
221
One of the major strengths of the BC Account system is its tolerance of the poor infrastructural condition of Thailandâ&#x20AC;&#x2122;s suburban areas, as the system will continue to function even when the network is down. Later, when the network is up and running once more, backed up data will again flow to the central server within 15 minutes.
ThaiBev has commenced the implementation of a financial consolidation system to improve upon the existing financial consolidation process. Under a new pilot project the existing system is being run in parallel with the new system.
To assist in the improvement of our human resources performance evaluation, we have implemented an on-line system, called COACH, to collect the Key Performance Indicators (KPI) of management and allow them to enter and follow data regarding their performance and that of their managerial-level subordinates.
In 2009, ThaiBev will continue its financial consolidation and management report implementation to leverage on the existing information kept in its ERP system. The pilot financial consolidation system is expected to be extended together with a plan to develop the sales information system further by incorporating data from our subsidiaries International Beverage Holdings Limited, and the Oishi Group Plc.
In this year, we are also examining IT solutions to add value to our business, especially in the areas of logistics and customer service. For example, the marketing management is interested to develop a mobile application that would record sales transactions and gather marketing data that could be consolidated and used to make real-time decisions. Furthermore, the Company has been constructing new distribution centers nationally and with our subsidiary, ThaiBev Logistics, we are working toward a warehouse management solution.
A n n u a l R e p o r t 2 0 0 8
222
Announcement to SGX 2008 Compliance with Singapore Exchange Regulations and Best Practices The Company recognizes the importance of the transparency of information disclosure. In 2008, the Company made five hundred and fifteen announcements via SGX-NET categorized as follows:
1. Four announcements of quarterly financial statements and dividend declaration.
2. Four hundred and seventeen notices of substantial shareholders’ and directors’ interests and changes in interest.
When the Company Secretary was informed of the changes in interest of any director(s), the Company Secretary
also reported such information to other directors.
3. Thirteen announcements/reports involving with occupying the positions of Directors and Executives of Thai Beverage
Public Company Limited:
3.1 Appointment of Mr. Thapana Sirivadhanabhakdi as the President and CEO, in replacement of Mr. Samut
3.2 Amendment of Executive Committee, namely:
3.2.1 Appointment of Mr. Sawat Sopa, Chief of Spirit Production in February 2008;
3.2.2 Appointment of Mr. Jean Lebreton, Chief of Strategy in February 2008;
3.2.3 Appointment of Mr. Saikeaw Vongpisethkul, Chief of Non-Alcoholic Production in February 2008 and
3.2.4 Appointment of Mr. Vichai Chaiyavaranurak, Chief of Business Development (Chain Supply) in
3.2.5 Appointment of Mr. Somchai Suthikulpanich, Chief of Non-Alcoholic Production in October 2008.
3.3 Appointment of Mr. Somsak Sae-kuay as the Vice President, Office of Internal Audit, in replacement of
3.4 Report of persons occupying a managerial position who are related to a director, CEO, or substantial shareholder.
Hattasing who resigned from this position.
his resignation from the position in October 2008;
October 2008; and
Mr. Pornsak Permmaneenil who resigned from the position; and
4. Ten announcements of acquisitions and realizations of assets of other companies resulting from acquisitions by
Company’s subsidiaries, including the acqusition and tender offer of equity interest in Oishi Group Public Company
Limited, the disposal of Thai Alcohol Public Company Limited, and the acquisition of energy drink business.
5. Seventy one miscellaneous announcements to either conform to the regulations of the SGX or to give information to
investors, involving the details of new organization structure, the capital increases and decreases of the Company’s
subsidiaries, the change of the name of the Company’s subsidiaries, a summary of business performance results
for each quarter for investors, the incorporation of wholly owned subsidiary - Thai Drinks Co., Ltd., clarifications of
news about the Company, issuance and offering of short term bills of exchange with tenor of not more than
270 days, the offering of shares by the existing shareholder to the public, planned dual listing, internal
group restructure of shareholding in oversea business, and disclosure of connected transactions among
interested persons. T h a i B e v e r a g e P u b l i c C o m p a n y L i m i t e d
223
General Corporate Information Annual Report 2008 Thai Beverage Public Company Limited
Company Name Thai Beverage Public Company Limited
Address
Post Code
Telephone
Fax
Remark
14 Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2328
15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 617 9545
349 Moo 2, Tambon Mae Lad, Amphoe Klong Klung, Kamphaeng Phet
62120
(055) 728 400-15
(055) 728 416
15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 617 9546
68 Moo 2, Tambon Namtoa, Amphoe Bangban, Ayutthaya
13250
(035) 289 333-47
(035) 289 371
15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 617 9685
77 Moo 1 Phaholyothin Road KM. 54, Tambon Lamsai, Amphoe Wangnoi, Ayutthaya
13170
(035) 362 175-8
(035) 362 179
14 Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5384
(02) 272 2330
49 Moo 4, Tambon Hormkret, Amphoe Sampran, Nakhon Pathom
73110
(034) 321 777-9
(034) 321 777
Factory 1
37/3 Moo 7, Tambon Wangkhanai, Amphoe Thamuang, Kanchanaburi
71110
(034) 611 053
(034) 611 778
Factory 2
14 Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5383
(02) 272 2330
50 Moo 7, Tambon Wangkhanai, Amphoe Thamuang, Kanchanaburi
71110
(034) 611 783-5
(034) 611 786
3. Thanapakdi Co., Ltd.
315 Moo 4, Tambon Mae Faek, Amphoe San Sai, Chiangmai
50290
(053) 849 550-3
(053) 849 555
4. Fuengfuanant Co., Ltd.
333 Moo 1, Tambon Tha Toom, Amphoe Si Maha Phot, Prachin Buri
25140
(037) 285 016-20
(037) 285 237
5. Mongkolsamai Co., Ltd.
14 Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5382
(02) 272 2330
149 Moo 5, Wangseesoob-Ngew-Ngam Road, Tambon Phajuk, Amphoe Muang, Uttaradit
53000
(055) 449 126-30
(055) 449 131
Brewery Group 1. Beer Thai (1991) Public Company Limited
2. Beer Thip Brewery (1991) Co., Ltd.
3. Cosmos Brewery (Thailand) Co., Ltd.
Factory
Factory
Factory
Distillery Group 1. Sangsom Co., Ltd.
2. Kanchanasingkorn Co., Ltd.
Annual
Report
2008
Factory
Factory
224
Company Name 6. Sura Piset Thipharat Co., Ltd.
Address
Post Code
Telephone
Fax
Remark
14 Sangsom Building, Soi Yasoob 1, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5386
(02) 272 2330
488 Moo 1, Tambon Wangdong, Amphoe Muang, Kanchanaburi
71190
(034) 527 100
(034) 527 111
Factory
7. Sura Bangyikhan Co., Ltd.
82 Moo 3, Tambon Bang Khoo Wat, Amphoe Muang, Pathum Thani
12000
(02) 598 2850-9
(02) 598 2858
Factory
8. Kankwan Co., Ltd.
14 Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2321 (02) 272 2295
309 Moo 6, Nampong-Kranuan Road, Tambon Nampong, Amphoe Nampong, Khon Kaen
40310
(043) 441 013-5
(043) 441 017 (043) 441 438
9. Theparunothai Co., Ltd.
99 Moo 4, Tambon Hat Kham, Amphoe Muang, Nong Khai
43000
(042) 462 657 (042) 012 525 (042) 012 521
(042) 012 524
10. Athimart Co., Ltd.
170 Moo 11, Tambon Nikhom, Amphoe Satuek, Buri Rum
31150
(044) 627 200-3 (044) 681 011-2
(044) 627 202
11. S.S. Karnsura Co., Ltd.
101 Moo 8, Tambon Kaeng Dom, King Amphoe Sawang Wirawong, Ubon Ratchathani
34190
(045) 202 210-1 (045) 442 006-8
(045) 627 212
12. Red Bull Distillery (1988) Co., Ltd.
15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2330
8 Moo 5, Setthakit 1 Road, Tambon Nadee, Amphoe Muang, Samut Sakhon
74000
(034) 830 213-6
(034) 830 213-6
14 Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2330
1 Moo 2, Highway No. 41 Road, Tambon Tharongchang, Amphoe Punpin, Surat Thani
84130
(077) 357 170-3
(077) 357 174
14 Sangsom Building, Soi Yasoob 1, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2321 (02) 272 2334
54 Moo 2, Sukhaphiban Road, Tambon Nakhonchaisri, Amphoe Nakhonchaisri, Nakhon Pathom
73120
(034) 331 954 (034) 227 754-7
(034) 331 955
13. Nateechai Co., Ltd.
14. United Winery and Distillery Co., Ltd.
Thai
Beverage
Public
Company
Limited
Factory
Factory
Factory
Factory
225
Company Name
Address
Post Code
Telephone
Fax
15. Simathurakij Co., Ltd.
1 Moo 6, Tambon Ban Daen, Amphoe Banphot Phisai, Nakhon Sawan
60180
(056) 279 088-9
(056) 350 660
16. Luckchai Liquor Trading Co., Ltd.
46 Moo 1, Tambon Nong Klang Na, Amphoe Muang, Ratchaburi
70000
(032) 321 791-2 (032) 313 611-2
(032) 321 793
17. Sura Piset Pattharalanna Co., Ltd.
14 Sangsom Building, Soi Yasoob 1, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2584 # 1722
18. United Products Company Limited
56 Sukhaphiban Road, Tambon Nakhonchaisri, Amphoe Nakhonchaisri, Nakhon Pathom
73120
(034) 331 157
(034) 331 787
1. Krittayabun Co., Ltd.
14 Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2584
2. Thipchalothorn Co., Ltd.
15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2584
3. Piromsurang Co., Ltd.
14 Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2584
4. Sunthornpirom Co., Ltd.
14 Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2584
5. Surathip Co., Ltd.
14 Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2584
1. Num Yuk Co., Ltd.
95/390-391 Trok Nokkhet, Rama III Road, Chong Nonsi Sub-District, Yannawa District, Bangkok
10120
(02) 291 9711-5
(02) 289 4751
2. Num Thurakij Co., Ltd.
51/40-41 Moo 3, Sukhumvit Road, Tambon Ban Suan, Amphoe Muang, Chon Buri
20000
(038) 287 268-9
(038) 272 525
Remark
Factory
Sole Agent Group
Sales Group Liquor Marketing Group Group 1
Annual
Report
2008
226
Company Name
Address
Post Code
Telephone
Fax
Remark
Group 2 3. Num Muang Co., Ltd.
16/2 Moo 1, U Thong Road, Tambon Tha Wasukri, Amphoe Phra Nakhon Si Ayutthaya, Ayutthaya
13000
(035) 242 691
(035) 242 691
4. Num Nakorn Co., Ltd.
149/3 Chulachomklao Road, Tambon Tha Kham, Amphoe Phun Phin, Surat Thani
84130
(077) 224 771-4
(077) 224 775
5. Num Kijjakarn Co., Ltd.
1, 3, 5 Trok Wat Muang, Suranaree Road, Tambon Nai Muang, Amphoe Muang, Nakhon Ratchasima
30000
(044) 242 496
(044) 241 747
6. Num Palang Co., Ltd.
80/13-14 Ekathosarot Road, Tambon Nai Muang, Amphoe Muang, Phitsanulok
65000
(055) 241 132
(055) 243 610
1. Pomkit Co., Ltd.
48, 50, 52 Suranaree Road, Tambon Nai Muang, Amphoe Muang, Nakhon Ratchasima
30000
(044) 242 496
(044) 241 747
2. Pomklung Co., Ltd.
80/13-14 Ekathosarot Road, Tambon Nai Muang, Amphoe Muang, Phitsanulok
65000
(055) 241 132
(055) 243 610
3. Pomthip Co., Ltd.
2194 Charoen Krung Road, Wat Phraya Krai Sub-District, Bang Kho Laem District, Bangkok
10120
(02) 291 9711
(02) 289 4751
4. Pomcharoen Co., Ltd.
135/3 Moo 4, Kanchanavithi Road, Tambon Bang Kung, Amphoe Muang, Surat Thani
84000
(077) 224 774
(077) 224 775
5. Pomchok Co., Ltd.
16/1 Moo 1, U Thong Road, Tambon Tha Wasukri, Amphoe Phra Nakhon Si Ayutthaya, Ayutthaya
13000
(035) 241 678
(035) 241 313
6. Pomburapa Co., Ltd.
51/42 Moo 3, Sukhumvit Road, Tambon Ban Suan, Amphoe Muang, Chon Buri
20000
(038) 287 268
(038) 272 525
Group 3
Beer Group Group 1
Group 2
Thai
Beverage
Public
Company
Limited
227
Company Name
Address
Post Code
Telephone
Fax
Remark
Marketing Group* 1. Thai Beverage Marketing Co., Ltd.
*
15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5203
(02) 617 9600
(1) Chang Corp Co., Ltd. was incorporated on March 6, 2009. Chang Corp Co., Ltd. is located at 15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok 10900, Telephone No.: (02) 127 5555, Fax No.: (02) 272 2584. (2) Chang International Co., Ltd. was incorporated on March 6, 2009. Chang International Co., Ltd. is located at 15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok 10900, Telephone No.: (02) 127 5555, Fax No.: (02) 272 2584.
Business Development Group (Supply Chain Group) 1. Thai Beverage Logistics Co., Ltd.
14 Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5840 (02) 127 5555 (02) 272 2051-5
(02) 617 9619 (02) 272 2316
2. Dhospaak Co., Ltd.
195 Empire Tower, 25th Floor, South Sathorn Road, Yannawa Sub-District, Sathon District, Bangkok
10120
(02) 670 2525
(02) 670 2551
3. Thai Beverage Energy Co., Ltd.*
15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 3038
4. Dhanasindhi Co., Ltd.
949/6-8 Nakhon Chaisi Road, Thanon Nakhon Chaisi Sub-District, Dusit District, Bangkok
10300
(02) 241 0127 (02) 241 0858
(02) 243 1607
5. Charun Business 52 Co., Ltd.
15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5323-4
(02) 617 9688
6. Thai Cooperage Co., Ltd.
15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 617 9500-29
(02) 617 9530
7. Thai Molasses Co., Ltd.
14 Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2432
8. Pan International (Thailand) Co., Ltd.
15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 617 9685
9. Feed Addition Co., Ltd.**
15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 617 9647
10. Thai Beverage Recycle Co., Ltd.***
15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5511
(02) 617 9549
*
Registered the change of the company’s name from Bionic Humus Co., Ltd. on October 17, 2008.
**
Registered the change of the company’s English name from Additive Food Co., Ltd. to Feed Addition Co., Ltd. on October 1, 2008.
*** Registered the change of the company’s name from Bang-na Logistics Co., Ltd. on October 1, 2008.
Annual
Report
2008
228
Company Name
Address
Post Code
Telephone
Fax
Remark
Non-Alcohol Beverage Business Group 1. Wrangyer Beverage (2008) Co., Ltd.*
14 Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5497
(02) 272 2584
2. SPM Foods and Beverages Company Limited
79 Moo 3, Tambon Lumlookbua, Amphoe Dontoom, Nakhon Pathom
73150
(034) 302 194
(034) 302 194
3. Thai Drinks Co., Ltd.**
14 Vibhavadi Rangsit Road, Chompon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2328
4. Oishi Trading Co., Ltd.***
9 Ramkhamhaeng Road, Suanluang Sub-District, Suanluang District, Bangkok
10250
(02) 717 4773 - 4
(02) 717 4775
10250
(02) 717 2244
(02) 717 3920
10330
(02) 611 8143-4
*
Registered the change of the companyâ&#x20AC;&#x2122;s name from Maharas Agri Co., Ltd. on February 19, 2008.
**
Registered the incorporation on July 15, 2008.
Factory
*** Derived from share acquisition of Oishi Group Public Company Limited on September 30, 2008.
Food Business Group 1. Oishi Group Public Company Limited.*
9 UM Tower Building, 20th Floor,
Ramkhamhaeng Road, Suanluang Sub-District, Suanluang District, Bangkok 2. Oishi Ramen Co., Ltd.**
444 1st Floor, Room No. 1 A 08-09, Phaya Thai Road, Wangmai Sub-District, Pathumwan District, Bangkok
*
Acquired 43.9% shares in this company by ThaiBev on September 30, 2008 and acquired additional 46.03% shares from making the tender offer of shares in this company
**
Derived from share acquisition of Oishi Group Public Company Limited on September 30, 2008.
on November 18, 2008, totalling 89.93%.
Others 1. Muangkij Co., Ltd.
9 Dao Khanong-Chom Thong Road, Bang Kho Sub-District, Chom Thong District, Bangkok
10150
(02) 127 5328
(02) 272 2584
2. Vidhayathan Co., Ltd.
15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 617 9500-29
(02) 617 9530
3. Thai Thum Distillery Co., Ltd.
14 Sangsom Building, Soi Yasoob 1, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2330
NonTrading
4. Sura Piset Sahasan Co., Ltd.
14 Sangsom Building, Soi Yasoob 1, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2330
NonTrading
Thai
Beverage
Public
Company
Limited
NonTrading
229
Company Name
Address
Post Code
Telephone
Fax
Remark
5. Sura Piset Samphan Co., Ltd.
14 Sangsom Bulding, Soi Yasoob 1, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2330
NonTrading
6. Pan Alcohol Co., Ltd.
15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2330
NonTrading
1. Thai Beverage Brands Co., Ltd.**
15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2584
2. Beer Chang Co., Ltd.
15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2584
3. Archa Beer Co., Ltd.
14 Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok
10900
(02) 127 5555
(02) 272 2584
Trademark Group*
*
(1) Acquired entire shares of Mekhong Distillery Limited by Sura Bangyikhan Co., Ltd. and other companies in Sura Bangyikhan group on February 2, 2009, Mekhong Distillery Limited is located at 14 Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok 10900, Telephone No.: (02) 127 5555, Fax No.: (02) 272 2584. (2) Acquired entire shares of Chang Beer International Co., Ltd. by Beer Chang Co., Ltd. and other companies in Beer Chang group on February 2, 2009, Chang Beer International Co., Ltd. is located at 15 Moo 14, Vibhavadi Rangsit Road, Chomphon Sub-District, Chatuchak District, Bangkok 10900, Telephone No.: (02) 127 5555, Fax No.: (02) 272 2584. ** Registered the change of the companyâ&#x20AC;&#x2122;s name from T.C.C. Cosmo Corporation Limited on March 25, 2008.
Overseas Group 1. International Beverage Holdings Limited
Room 901-2, Silvercord Tower 1, 30 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong
2. InterBev (Singapore) Limited
No. 138 Cecil Street # 05-02 Cecil Court, Singapore
3. InterBev (Cambodia) Co., Ltd.
No 35, Street 322, Sangkat Boeung Keng Kang 1, Khan Chamkamon, Phnom Penh, Cambodia
4. InterBev Malaysia Sdn. Bhd.
No 9-1, Jalan USJ 1/1B, Regalia Business Centre, 47620 Subang Jaya, Selangor, Malaysia
5. International Beverage Holdings Limited
60 East 42nd Street, Suite 2134, New York, NY
USA, Inc.
(852) 2375 6648
(852) 2375 6188
(65) 6435 2880
(65) 6536 9930
(855) (23) 727 424
(855) (23) 727 424
47620
(603) 8023-4923
(603) 8023-5923
10165
(1) 646 896 3800
(1) 646 896 3801
069538
6. Best Spirits Company Limited
Room 901-2, Silvercord Tower 1, 30 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong
(852) 2375 6648
(852) 2375 6188
7. International Beverage Holdings (UK) Limited
Moffat Distillery, Airdrie, ML6 8PL, Scotland
(44) 1236 769377
(44) 1236 779001
Annual
Report
2008
230
Company Name
Address
Post Code
Telephone
Fax
Remark
8. Blairmhor Limited
Moffat Distillery, Airdrie ML6 8PL, Scotland
(44) 1236 769377
(44) 1236 769781
NonTrading
9. Blairmhor Distillers Limited
Moffat Distillery, Airdrie, ML6 8PL, Scotland
(44) 1236 769377
(44) 1236 769781
Dormant
10. Inver House Distillers Limited
Moffat Distillery, Airdrie, ML6 8PL, Scotland
(44) 1236 769377
(44) 1236 769781
11. Liquorland Limited
8 Westbank Road, Belfast, BT3 9JL, Northern Ireland
(44) 289 077 3990
(44) 289 037 0566
12. Inver House Polska Limited
ul. Obodrzyc贸w 34 A/1, 81-812 Sopot, Poland
(48) 585 502 111
(48) 585 502 111
13. Wee Beastie Limited
Moffat Distillery, Airdrie, ML6 8PL, Scotland
(44) 1236 769377
(44) 1236 769781
Dormant
14. Inver House Distribution SA
Avenue des Tilleuls, 62140 Marconne, France
(33) 2 181 6170
(33) 2 181 1321
Dormant
15. Moffat & Towers Limited
Moffat Distillery, Airdrie, ML6 8PL, Scotland
(44) 1236 769377
(44) 1236 769781
Dormant
16. The Knockdhu Distillery Company Limited
Moffat Distillery, Airdrie, ML6 8PL, Scotland
(44) 1236 769377
(44) 1236 769781
Dormant
17. Speyburn-Glenlivet Distillery Company Limited
Moffat Distillery, Airdrie, ML6 8PL, Scotland
(44) 1236 769377
(44) 1236 769781
Dormant
18. The Pulteney Distillery Company Limited
Moffat Distillery, Airdrie, ML6 8PL, Scotland
(44) 1236 769377
(44) 1236 769781
Dormant
19. The Balblair Distillery Company Limited
Moffat Distillery, Airdrie, ML6 8PL, Scotland
(44) 1236 769377
(44) 1236 769781
Dormant
20. Glen Calder Blenders Limited
Moffat Distillery, Airdrie, ML6 8PL, Scotland
(44) 1236 769377
(44) 1236 769781
Dormant
21. Hankey Bannister & Company Limited
Moffat Distillery, Airdrie, ML6 8PL, Scotland
(44) 1236 769377
(44) 1236 769781
Dormant
22. R Carmichael & Sons Limited
Moffat Distillery, Airdrie, ML6 8PL, Scotland
(44) 1236 769377
(44) 1236 769781
Dormant
23. J MacArthur Jr & Company Limited
Moffat Distillery, Airdrie, ML6 8PL, Scotland
(44) 1236 769377
(44) 1236 769781
Dormant
24. Mason & Summers Limited
10 Foster Lane, London, EC2V 6HH, England
(44) 1236 769377
(44) 1236 769781
Dormant
25. James Catto & Company Limited
Moffat Distillery, Airdrie, ML6 8PL, Scotland
(44) 1236 769377
(44) 1236 769781
Dormant
Thai
Beverage
Public
Company
Limited
231
Company Legal Advisor Weerawong, Chinnavat & Peangpanor Ltd. 22nd Floor, Mercury Tower 540 Ploenchit Road Lumpini, Pathumwan Bangkok 10330 Company Compliance Advisor Venture Law LLC 50 Raffles Place #31-01 Singapore Land Tower Singapore 048623 Certified Public Accountant Ms. Nittaya Chetchotiros (CPA No. 4439) or Ms. Boonsri Chotpaiboonpun (CPA No. 3756) or Mr. Santi Pongjareanpit (CPA No. 4623) of KPMG Phoomchai Audit Ltd. has been appointed as Company Auditor on April 28, 2008.
Annual
Report
2008
232