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ANNUAL REPORT 2010
Citation preview
1
3 |� Investor Information
4 |�Financial Highlights
8 |�Message from the Chairman
10 |�CEO Talk
22 |�Shareholding Structure
24 |�Report of the Board of Directors
36 |�Board of Directors
38 |�Executive Committee & Management Committee
40 |�Profile of Directors & Key Management
52 |�Organization Structure
56 |�Product Portfolio
67 |�Operating and Financial Review
92 |�Thai Beverage Logistics
94 |�Thai Beverage Energy
95 |�Our People Our Success
98 |�Credit Rating Announcement
100 |�Awards
102 |�Corporate Governance Report
113 |�Corporate Social Responsibility (CSR) Report
117 |�Audit Committee Report
118 |�Audit Report of Certified Public Accountant
119 |�Financial Statements
201 |� Interested Persons Transactions Report
214 |�Announcements to SGX in 2010
215 |�General Corporate Information
CONTENTS
Annual Report 2010 | Thai Beverage Public Company Limited 2
BEYOND HORIZON
Horizon … may seem to be limitation but in fact, it stretches far beyond any boundaries.
To achieve business sustainability requires various factors besides financial goals.
These aspects include international recognition of the highest production standards,
human resources development to ensure readiness for changes and global competition,
cutting-edge technology and leading operations which lead to the excellent performance.
To reach our ultimate goal of being an organization with transparency, stability and
management of world-class production, revered and admired by customers and
consumers alike, the company must be prompt to harness powerful ideas and business
edges to make beneficial contributions to the society.
ThaiBev’s Philosophy therefore does not see “horizon” as limitation, since our vision
stretches far beyond to achieve business and social excellence. We aim to be a “green”
organization that cares for the society and environment; our goals and objectives
guide us to create and nurture the sustainable abundance of nature and human’s
quality of life.
“Green”, is not only our company’s color, but also a symbol of our care for the society and the world.
3
INVESTOR INFORMATIONThai Beverage Public Company Limited
is listed on the Singapore Exchange
(SGX-ST) main board.
SGX Ticker THBEV
Reuters tbev.si
Bloomberg thbev sp
Google Finance SIN:Y92
IPO date
May 30, 2006
IPO offer price
S$ 0.28
Fiscal year ends
December 31
External Auditor
KPMG Phoomchai Audit Ltd.
Dividend Policy
not less than 50% of net profit
after deducting all appropriated
reserves and investments
Share price *2010 High S$ 0.30
2010 Low S$ 0.245
* data from January 4, 2010
to December 31, 2010
Investor Relations ContactInvestor Relations Department
Thai Beverage Public Company Limited
14 Vibhavadi Rangsit Rd., Chomphon
Chatuchak, Bangkok 10900 THAILAND
Investor Relations DepartmentE-mail: [email protected]
Panya ThongchaiTel: +662 785 5035
Fax: +662 272 2280
E-mail: [email protected]
Namfon AungsutornrungsiTel: +662 785 5037
Fax: +662 272 2280
E-mail: [email protected]
Note: STI and SET indices are
rebased in order to compare
with ThaiBev’s price.
0.4
0.35
0.3
0.25
0.2
0.15
0.1
0.05
0
2010 4 Jan 15 Feb 29 Mar 10 May 22 Jun 3 Aug 14 Sep 26 Oct 7 Dec
ThaiBev Close STI Rebased SET Rebased Price (S$)
THAIBEV’S STOCK PERFORMANCE
Ariya Silakorn
Tel: +662 785 5036
Fax: +662 272 2280
E-mail: [email protected]
Corporate website:www.thaibev.com
IR website:www.thaibev.com/ir.html
500
450
400
350
300
250
200
150
100
50
0
2010
THAIBEV’S MONTHLY VOLUME
Jan Feb Mar Apr May Jun Jul ��� Sep Oct ��� Dec
Vol. (M Shares)
Annual Report 2010 | Thai Beverage Public Company Limited 4
Restated*
2010 2009
Statements of Income (Mil.Baht)
Revenue from sales 121,361 107,969
Total revenues 121,735 108,258
Cost of sales 88,097 76,610
Gross profit 33,264 31,359
Operating profit 14,690 15,264
EBIT 15,064 15,553
Net profit 10,721 10,643
Depreciation and amortisation 4,492 4,356
EBITDA 19,556 19,909
Balance Sheets (Mil.Baht)
Current assets 35,190 33,492
Non-current assets 42,112 43,658
Total assets 77,302 77,150
Current liabilities 18,370 18,090
Non-current liabilities 704 2,616
Total liabilities 19,074 20,706
Shareholders’ equity 58,228 56,444
Total liabilities and shareholders’ equity 77,302 77,150
Liquidity Ratio
Current Ratio times 1.91 1.85
Quick Ratio times 0.44 0.40
Average Collection Period days 5.97 6.03
Average Inventory Period days 110.50 133.22
Average Payable Period days 14.29 15.55
Cash Cycle days 102.18 123.70
FINANCIAL HIGHLIGHTSAnnual Report 2010Thai Beverage Public Company Limited
Annual Report 2010 | Thai Beverage Public Company Limited 4
5
Restated*
2010 2009
Profitability Ratio
Gross Profit Margin % 27.41 29.04
EBITDA Margin % 16.11 18.44
EBIT Margin % 12.41 14.41
Operating Cash Flows to Operating Profit Ratio % 103.56 115.44
Net Profit Margin % 8.83 9.86
Return on Equity % 18.70 19.27
Efficiency Ratios
Return on Assets % 13.88 13.54
Return on Fixed Assets % 28.90 27.53
Total Assets Turnover times 1.57 1.37
Leverage Ratios
Debt to Equity Ratio times 0.33 0.37
Interest Bearing Debt to Equity Ratio times 0.16 0.21
Interest Bearing Debt to EBITDA Ratio times 0.48 0.60
Interest Coverage Ratio times 75.59 36.29
Dividend Payout Ratio % 83.33 78.57
* Restated with fair value of acquiree net assets from the acquisition in late 2009 per valuation report from independent financial advisor.
5
Annual Report 2010 | Thai Beverage Public Company Limited 6
Sales of Baht Billion in 2010121.4from spirits 63%
White 348
White 346
Brown 168
Brown 141
Million liters
Million liters
Million liters
from beer 28%
�������� ���� ����������
Total Sales
Spirits: Volume Beer: Volume2010
2009
2010
2009
Billion Baht
121.4108.02009
2010
Chang
Chang
Other
Other
503
93
87
484
503
93
87
484
777777777777777
Annual Report 2010 | Thai Beverage Public Company Limited 8
MESSAGE FROM THE CHAIRMAN
Dear Shareholders
2010 was considered a least favorable year for the Thai business community. Despite long-drawn-out
demonstrations with violent outcome, the nation’s overall economy in 2010 managed to generate a
GDP growth of 7.8% when compared to a contraction of 2.3% in 2009.
ThaiBev shone through with our resilience, delivering positive growth at the top and bottom line
with sales growth across all business segments. This year, we launched full-scale into our
“premiumisation” strategy and have begun to enjoy the fruits of our success.
Our Group’s net profit grew by Baht 10,721 million or 0.7% year-on-year in 2010 and a testament
to the success of our premiumisation strategy. I am pleased that our management has done well to
deliver strong business performance in a year of uncertainty.
We see corporate social responsibility (CSR) as one of our greatest missions. We focus on different
dimensions of CSR with programs that involve the social, religious, educational, public health,
sports and cultural aspects. Some examples include “ThaiBev… Unites to Fight the Cold”,
a project that has been carried out for more than 10 years in Thailand where blankets are offer to
villagers who live in remote areas in preparation for the harsh winter period.
As a publically listed company, we adhere and comply with the strictest guidelines of the Singapore
Exchange. Since our listing, ThaiBev has received numerous awards and recognitions from the
investment community for our good corporate governance and transparent conduct. On behalf of
the board members and the management team, I would like to assure all shareholders that ThaiBev
will continue to honor and uphold the highest standards of integrity in its business dealings.
Amongst the key commitments from the management team, a priority is to strive to deliver the
highest returns to our shareholders by executing on the board’s directive in the best interest of every
stakeholder. ThaiBev intends to maintain its dividend policy of a payout ratio not less than 50% of
net profit after deducting all appropriated reserves and investment.
I would like to take this opportunity to express my sincere gratitude to the Board of Directors and
the management team for their tireless pursuit to achieve the company’s goal. Furthermore,
my appreciation to our business partners and alliances for your kind support throughout the year,
and more importantly, I would like to acknowledge and thank all of our shareholders for your loyalty
and belief in the ThaiBev’s businesses and our long-term vision.
Charoen SirivadhanabhakdiChairman of the Board
9
Annual Report 2010 | Thai Beverage Public Company Limited 10
CEO TALK
Dear Shareholders
In 2010, the overall Thai economy saw positive growth
despite several adverse factors throughout the year,
including the uncertain global economy, the domestic
political situations, the Baht currency fluctuation as well as
the severe floods nationwide. Thailand’s economy gradually
showed signs of improvement late last year when these
situations subsided.
Against this backdrop, ThaiBev shone through with our
resilience, delivering positive sales growth across all
business segments. In 2010, total sales were Baht
121,361 million, an increase of 12.4%. Gross profit was
Baht 33,264 million, an increase of 6.1%. Net profit was
Baht 10,721 million, an increase of 0.7%. Group’s sales
across ThaiBev’s range of products such as spirits, beer,
and non-alcohol beverages delivered reasonably strong
results. We are attributing this desirable outcome mostly to
our premiumisation strategy. Hence, we will continue to
11
implement this strategy to further compete with our import
counterparts in the area of on-premise trade like hotels,
restaurants, and entertainment establishment. And in the
area of brand emphasis, we will continue to reinforce and
promote our leading brands like Hong Thong, Blend 285,
SangSom, and Mekhong.
For the beer segment, I am delighted to report that we have
been seeing positive results from our brand refresh and
re-launch strategy for the new Chang Classic, Chang Draught,
and Chang Light. The annual beer sale in terms of value
has grown by 11.7%. Rigorous sports and music platform
marketing campaigns executed during the year has been
the major impetus that elevated and heightened Chang
beer’s brand awareness amongst consumers.
Demand for ThaiBev’s non-alcohol beverages continued
to grow in 2010, led by Oishi’s ready-to-drink (RTD) tea
product with volume growth of approximately 30.1%. Oishi
continues to maintain a leading market share of 60.7%.
To meet the growing popularity and demand for RTD
tea consumption in Thailand, new Cold Aseptic Filling
production lines were added. The new production lines
consist of two-phase implementation that expects to yield
additional 124 million liters of capacity per year. The first,
starting February 2011, the new lines will begin producing
bottled RTD tea and to be followed by the second-phase
commencing in third quarter for additional UHT pack RTD
production. This will bring Oishi total annual production
capability to 393 million liters. As the Oishi brand becomes
more recognised, we will look into ways to leverage on this
prominence brand for further market expansion.
Sales of drinking water grew by 80.1% while that of soda
water grew by 79.9%. Although these products display
strong growth percentage, they have generally grown from
a lower base. Drinking water and soda water segment are
highly competitive. But we are determined to grow in this
area. As such, we will continue to support both products
with brand building campaign.
Our international sales performance, in terms of value,
grew by 20.5% driven by three focus regions –
the United States, UK/Europe and Asia. Much of the
contribution has predominately been in the area of
spirits produced by our Scottish’s holding, Inver House
Distillers. Our scotch whiskey brand, Speyburn, continues
to outperform our expectations. We are also pleased to
see continuing growth for our Chang beer export. As
for China, our North Asian subsidiary Yunnan Yulinquan
Liquor Co., Ltd., the white spirits operation has achieved
32% sales growth and is profitable. Although overall
international revenue contribution to the Group consists
of around 3%, I am confident that this portion will
steadily increase over time through brand marketing-
supported activities.
The management team is confident that our continuous
branding activities, together with internal progress of the
organization both in local and international markets, will drive
growth of both top-line and bottom-line of the Company to
meet our estimates. I, on behalf of the management team,
would like to thank you for your support and look forward to
such warm encouragement as we step forward.
Thapana Sirivadhanabhakdi President and CEO
Annual Report 2010 | Thai Beverage Public Company Limited 12AAnnAnnA uaualual RepRepRepoort 201202010 00 | ThThai a BevBeverage g PuPublicc CoC mpampmpannyny Limimiteted 12
Business operations with transparency
and accountability in compliance
with good corporate governance.
Focuses on Human resources
development through provision
of training courses and modernization
of organization to ensure readiness
for the ever-changing business.
Experienced and skillful
management team,
combined with creative
and refreshing new generation.
Annual Report 2010 | Thai Beverage Public Company Limited 12
1313
ThaiBev Group’s strategy aims
to enhance its competing ability,
including increase in revenues
and profitability and building
of image and knowledge base.
Thai Beverage Training Co., Ltd.
was established with the key mission
to train and develop quality human
resources for every aspect of business.
ThaiBev won the Runner-Up title
in the category of Most Transparent
Company Award 2010: Foreign Listings,
from Securities Investors Association
(Singapore) (SIAS).
STRATEGY GOOD GOVERNANCE
Apart from sound operating result, an excellent organization shall process
good corporate governance and focus on development of ethical
and capable human resources. ThaiBev therefore aims to develop its people
to be great both in aspect of business and morality and;
to righteously and appropriately apply their capability
to achieve peaceful and thriving co-existence with the community.
Each step of our growth reflects our people’s achievement
to drive the organization forward,
along with the social and environmental development,
in order to establish sustainable balance
in the world of business and the world we live in.
13
Annual Report 2010 | Thai Beverage Public Company Limited 14
ThaiBev’s spirits business in 2010
witnessed continuous growth, mainly derived
from growth in brown spirits. Hong Thong
and Blend 285 were main contributors
are popular among consumers due to
their value-for-money quality and price.
Apart from adherence
to the Good Corporate Governance,
ThaiBev focuses on maintaining
its production standards to strive
for international recognition
in respect of its product quality.
ThaiBev’s beer business of 2010
has been improving gradually consequent
to the Company’s restructured
distribution and Chang Beer
re-branding in Q4 of 2009.
ACCEPTANCE LEADERSHIP
Our long-standing experience, success, and expertise in food and beverage industry,
coupled with our innovative product ideas,
makes ThaiBev brands well-accepted among domestic and overseas consumers.
To proudly secure the leading position in the global market,
we are inspired to become a leader in product creation along with fostering
business stability – a leader who is swift to respond to changes in global market.
Annual Report 2010 | Thai Beverage Public Company Limited 14
15
Chang beer won the Gold Medal for Beers, Waters, Soft Drinks
and Non-Alcohol Beverages from World Selection 2010 of Monde
Selection Bruxelles International Institute for Quality Selections.
Since Chang beer received the gold medal for 3 consecutive years
from 2008-2010, it was awarded the International High Quality
Trophy as an honorary guarantee.
In 2010, Mekhong spirit won International
Wine and Spirit Competition Award
and Los Angeles International Wine & Spirits Award.
15
Annual Report 2010 | Thai Beverage Public Company Limited 16
Mekhong Spirit is broadly available in
the US market, especially in major cities.
Many delightful Mekhong cocktails such
as “Sabai Sabai” and “Lemongrass Lawan”
have been introduced since.
Chang beer is available at Thai restaurants
in London and more than 30 cities across
the world and impresses consumers with
superb taste and quality that lives up to its
reputation as the award- winning Thai beer.
Annual Report 2010 | Thai Beverage Public Company Limited 16
17
STANDARD INTERNATIONAL
Internationally-acclaimed products possess subtle flavor
that pleases delicate taste buds of consumers in different markets.
To be the preferred choice of different demographics thus presents major challenge
in terms of product development and in-depth market understanding,
combinded with “international standards” creativity, management,
production and distribution, in which ThaiBev take pride.
TRIS affirmed the rating of Thai Beverage
Public Company Limited at “AA” with a “Stable” outlook.
S&P and Moody’s, global rating agencies, also affirmed
ThaiBev’s rating at “BBB” rating with a “Stable” outlook,
and Baa2 with a Stable outlook, respectively.
IBHL aims to be a global player
with a comprehensive product portfolio
for international markets across the globe.
17
Annual Report 2010 | Thai Beverage Public Company Limited 18
SIAS Investors Choice Award
for Most Transparent Company
2006, 2009, 2010
SUCCESS ACHIEVEMENT
ThaiBev takes pride in domestic and international recognition symbolized
in awards presented by leading and prominent institutions.
We are inspired by such recognition to further raise our standards in every dimension.
Our devotion only grows stronger, fueled by the faith
in being a transparent organization with award-winning products,
well environmental conservation and development of the quality of life of our people
and the surrounding communities. These are our prestigious prizes,
which drive us to look beyond the horizon and reach for even greater goals that lie ahead.
SIAS Investors Choice Award
for Most Transparent Company
2006, 2009, 2010
Prime Minister
Industry Award
2009, 2010
Best IR in Singapore Market
by a Thai Company
2006, 2007, 2008
Annual Report 2010 | Thai Beverage Public Company Limited 18
19
International High Quality Trophy 2010 - Chang Beer International Golden Award
for Food & Beverages - SangSom
1982, 1983, 2006
Australia’s A.I.B.A.
Gold medal in
1998, 2007
19
BANGKOK SHANGHAI LONDON
TBL is one of the largest
distribution networks in Thailand
and among the biggest ones
in Southeast Asia.
TBL provides logistics service across
Thailand equivalent to approximately
1,400 million liters per year.
Thai Beverage Logistics Co., Ltd. (TBL)
is working around the clock; Day and Night,
to deliver its high quality products
to destinations in Thailand and overseas.
InterBev has offices
in seven countries distributing
and selling our beverage products
to over 80 countries.
Local partners and management team
are critical factors to IBHL when it engages
in new markets, as well as having
on team key executives with long experience
in the beer and spirits businesses
from different countries around the world.
ThaiBev is determined to expand overseas.
It entered the Chinese market in 2009
through the acquisition of Yunnan Yulinquan
Liquor Co., Ltd.
LOCAL GLOBAL
To gauge how far the horizon is, we have to move toward it.
ThaiBev has journeyed through limitations in forms of distance, nations and languages.
To us, the world has become one.
We are now poised to introduce Thai-style happiness to world consumers,
a window of opportunity for the world to learn about and appreciate Thai brands,
which lead to sincere recognition.
ThaiBev is expanding from existing to new territories with focus on systematic development.
Our 360 degree vision makes possible product diversity, quality production,
intensive efficiency enhancement of technology, human resources and sales and marketing system.
From where we stand, the business horizon simply records how far we have flourished and;
we are ready to move beyond the horizon to contribute to prosperity of the organization,
society and to preserve environment with unbroken devotion.
Annual Report 2010 | Thai Beverage Public Company Limited 20 21
Sangsom Co., Ltd.
Fuengfuanant Co., Ltd.
Mongkolsamai Co., Ltd.
Thanapakdi Co., Ltd.
Kanchanasingkorn Co., Ltd.
Sura Piset Thipharat Co., Ltd.
Sura Bangyikhan Co., Ltd.
Mekhong Distillery Limited
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 Pattharalanna Co., Ltd.*
United Products Co., Ltd.
100%
Distillery Group
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
99.83%
100%
99.99%
100%
Beer Thip Brewery (1991) Co., Ltd.
Cosmos Brewery (Thailand) Co., Ltd.
Beer Thai (1991) Public Company Limited
Vidhayathan Co., Ltd.
Brewery Group
100%
100%
100%
100%
100%
Pomthip Co., Ltd.
Pomkit Co., Ltd.
Pomklung Co., Ltd.
Pomchok Co., Ltd.
Pomcharoen Co., Ltd.
Pomburapa Co., Ltd.
Pompalang Co., Ltd.
Pomnakorn Co., Ltd.
Beer Group
100%
100%
100%
100%
100%
100%
100%
100%
100%
Num Yuk Co., Ltd.
Num Kijjakarn Co., Ltd.
Num Palang Co., Ltd.
Num Muang Co., Ltd.
Num Nakorn Co., Ltd.
Num Thurakij Co., Ltd.
Numrungrod Co., Ltd.
Numthip Co., Ltd.
Liquor Marketing Group
100%
100%
100%
100%
100%
100%
100%
100%
100%
Thipchalothorn Co., Ltd.
Krittayabun Co., Ltd.
Surathip Co., Ltd.
Sunthornpirom Co., Ltd.
Piromsurang Co., Ltd.
Sole Agent Group
100%
100%
100%
100%
100%
100%
Thai Beverage Marketing Co., Ltd.
Chang International Co., Ltd. (D) (N)
Chang Corp Co., Ltd. (D) (N)
Dhospaak Co., Ltd.
Marketing Group
100%
100%
100%
100%
100%
International Beverage Holdings Limited
InterBev (Singapore) Limited
Super Brands Company Pte. Ltd. (ii)
Beer Chang International Limited (iii)
InterBev (Cambodia) Co., Ltd.
InterBev Malaysia Sdn. Bhd.
Best Spirits Company Limited
International Beverage Holdings (UK) Limited
International Beverage Holdings Limited USA, Inc.
Blairmhor Limited (N)
Inver House Distillers Limited
Glen Calder Blenders Limited (D) (N)
Hankey Bannister & Company Limited (D) (N)
R Carmichael & Sons Limited (D) (N)
J MacArthur Jr & Company Limited (D) (N)
Mason & Summers Limited (D) (N)
James Catto & Company Limited (D) (N)
Blairmhor Distillers Limited (D) (N)
Liquorland Limited
Inver House Polska Limited
Wee Beastie Limited (D) (N)
Inver House Distribution SA (D) (N)
Moffat & Towers Limited (D) (N)
Speyburn-Glenlivet DistilleryCompany Limited (D) (N)
The Knockdhu DistilleryCompany Limited (D) (N)
The Balblair DistilleryCompany Limited (D) (N)
The Pulteney DistilleryCompany Limited (D) (N)
InterBev Trading (China) Limited
Yunnan Yulinquan Liquor Co., Ltd.
Overseas Group
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
International Beverage Holdings (China) Limited
100%
100%
100%
49.49%
44%
100%
50.02%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Remarks:
i : Incorporated on January 26, 2010
ii : Incorporated in Singapore on April 14, 2010
iii : International Beverage Holdings Limited acquired 100% shares of this
company on September 17, 2010. This company was incorporated in Singapore.
Updated (January 1 – February 28, 2011):
(a) International Beverage Trading Limited was incorporated in Bermuda
on January 5, 2011.
Thai Beverage Public Company LimitedAuthorized 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.
SHAREHOLDING STRUCTURE
Note : According to Auditor’s Note
D : Dormant
N : Non-trading
* : Those companies are in Business Development Group (Supply Chain Group) or Distillery Group, as the case may be.
We represent those companies in Other Group for the benefit and the clearness in consideration of the group of company’s shareholding.
Thai Cooperage Co., Ltd.*
Sura Piset Pattharalanna Co., Ltd.*
Red Bull Distillery (1988) Co., Ltd.*
Thai Beverage Training Co., Ltd. (i)
Thai Thum Distillery Co., Ltd. (N)
Sura Piset Sahasan Co., Ltd. (N)
Sura Piset Samphan Co., Ltd. (N)
Other Group
100%
5.98%93.50%
18.55%
41.45%
0.41%
7.54%
33.83%
40%
58.63%
100%
Thai Beverage Brands Co., Ltd.
Archa Beer Co., Ltd.
Beer Chang Co., Ltd.
Chang Beer International Co., Ltd. (D) (N)
Trademark Group
100%
100%
100%
100%
100%
Thai Beverage Energy Co., Ltd.
Thai Molasses Co., Ltd.
Feed Addition Co., Ltd.
Pan International (Thailand) Co., Ltd.
Charun Business 52 Co., Ltd.
Thai Cooperage Co., Ltd.*
Thai Beverage Recycle Co., Ltd.
Thai Beverage Logistics Co., Ltd.
Dhanasindhi Co., Ltd.
Business Development Group(Supply Chain Group)
100%
100%
100%
100%
100%
100%
100%
100%
99.72%
100%
Wrangyer Beverage (2008) Co., Ltd.
Thai Drinks Co., Ltd.
Oishi Group Public Company Limited
Oishi Trading Co., Ltd.
Oishi Ramen Co., Ltd.
SPM Foods and Beverages Company Limited
Non-Alcohol Beverageand Food Business Group
100%
100%
89.26%
89.26%
89.26%
100%
Annual Report 2010 | Thai Beverage Public Company Limited 22
As at December 31, 2010
23
Annual Report 2010 | Thai Beverage Public Company Limited 24
Company / LocationType of
BusinessType of Share
Paid-up Capital (Baht)
SharesIssued
No. of Shares Held (Direct and
Indirect)
% of Share-holding Remark
1. Beer Thai (1991) Public Company Limited15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900
Beer brewery
and production
of drinking water
and soda water
Common 5,550,000,000.00 555,000,000 555,000,000 100.00%
2. Beer Thip Brewery (1991) Co., Ltd.15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900
Beer brewery
and production
of drinking water
and soda water
Common 6,600,000,000.00 660,000,000 660,000,000 100.00%
3. Sangsom Co., Ltd.14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Spirits distillery Common 7,500,000,000.00 750,000,000 750,000,000 100.00%
4. Fuengfuanant Co., Ltd.333 Moo 1, Tambon Tha Toom
Amphoe Si Maha Phot, Prachin Buri 25140
Spirits distillery Common 900,000,000.00 90,000,000 90,000,000 100.00%
5. Mongkolsamai Co., Ltd.14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Spirits distillery Common 700,000,000.00 70,000,000 70,000,000 100.00%
6. Thanapakdi Co., Ltd.315 Moo 4, Tambon Mae Faek
Amphoe San Sai, Chiangmai 50290
Spirits distillery Common 700,000,000.00 70,000,000 70,000,000 100.00%
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 70,000,000 100.00%
8. Sura Bangyikhan Co., Ltd.82 Moo 3, Tambon Bang Ku Wat
Amphoe Muang Pathum Thani
Pathum Thani 12000
Spirits distillery Common 4,000,000,000.00 400,000,000 400,000,000 100.00%
9. Athimart Co., Ltd.170 Moo 11, Tambon Nikhom
Amphoe Satuek, Buri Ram 31150
Spirits distillery Common 900,000,000.00 90,000,000 90,000,000 100.00%
10. S.S. Karnsura Co., Ltd.101 Moo 8, Tambon Kaeng Dom
Amphoe Sawang Wirawong
Ubon Ratchathani 34190
Spirits distillery Common 800,000,000.00 80,000,000 80,000,000 100.00%
11. Kankwan Co., Ltd.14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Spirits distillery Common 800,000,000.00 80,000,000 80,000,000 100.00%
12. Theparunothai Co., Ltd.99 Moo 4, Tambon Hat Kham
Amphoe Muang Nong Khai,
Nong Khai 43000
Spirits distillery Common 700,000,000.00 70,000,000 70,000,000 100.00%
13. Red Bull Distillery (1988) Co., Ltd.15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900
Spirits distillery Common 5,000,000,000.00 500,000,000 500,000,000 100.00%
REPORT OF THE BOARD OF DIRECTORS
Breakdown in Shares and Types of Share
25
Company / LocationType of
BusinessType of Share
Paid-up Capital (Baht)
SharesIssued
No. of Shares Held (Direct and
Indirect)
% of Share-holding Remark
14. United Winery and Distillery Co., Ltd.14 Sangsom Building, Soi Yasoob 1
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Spirits distillery Common 1,800,000,000.00 180,000,000 180,000,000 100.00%
15. Simathurakij Co., Ltd.1 Moo 6, Tambon Ban Daen
Amphoe Banphot Phisai
Nakhon Sawan 60180
Spirits distillery Common 900,000,000.00 90,000,000 90,000,000 100.00%
16. Nateechai Co., Ltd.14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Spirits distillery Common 800,000,000.00 80,000,000 80,000,000 100.00%
17. Luckchai Liquor Trading Co., Ltd.46 Moo 1, Tambon Nong Klang Na
Amphoe Muang Ratchaburi
Ratchaburi 70000
Spirits distillery Common 800,000,000.00 80,000,000 80,000,000 100.00%
18. Sura Piset Thipharat Co., Ltd.14 Sangsom Building, Soi Yasoob 1
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Spirits distillery Common 1,000,000,000.00 10,000,000 10,000,000 100.00%
19. Pomthip Co., Ltd.40/53 Moo 3, Talad Bangkhen Sub-District
Laksi District, Bangkok 10210
Beer and
non-alcoholic
beverages
distributor
Common 10,000,000.00 1,000,000 1,000,000 100.00%
20. Pomkit Co., Ltd.48, 50, 52 Suranaree Road
Tambon Nai Muang
Amphoe Muang Nakhon Ratchasima
Nakhon Ratchasima 30000
Beer and
non-alcoholic
beverages
distributor
Common 10,000,000.00 1,000,000 1,000,000 100.00%
21. Pomklung Co., Ltd.22/1 Soi 2 (Paprao)
Paprao Road, Tambon Padad
Amphoe Muang Chiang Mai
Chiang Mai 50100
Beer and
non-alcoholic
beverages
distributor
Common 10,000,000.00 1,000,000 1,000,000 100.00%
22. Pomchok Co., Ltd.16/1 Moo 1, U Thong Road
Tambon Tha Wasukri
Amphoe Phra Nakhon Si Ayutthaya
Phra Nakhon Si Ayutthaya 13000
Beer and
non-alcoholic
beverages
distributor
Common 10,000,000.00 1,000,000 1,000,000 100.00%
23. Pomcharoen Co., Ltd.135/3 Moo 4, Kanchanavithi Road
Tambon Bang Kung
Amphoe Muang Surat Thani
Surat Thani 84000
Beer and
non-alcoholic
beverages
distributor
Common 10,000,000.00 1,000,000 1,000,000 100.00%
24. Pomburapa Co., Ltd.51/42 Moo 3, Sukhumvit Road
Tambon Ban Suan
Amphoe Muang Chon Buri
Chon Buri 20000
Beer and
non-alcoholic
beverages
distributor
Common 10,000,000.00 1,000,000 1,000,000 100.00%
Annual Report 2010 | Thai Beverage Public Company Limited 26
Company / LocationType of
BusinessType of Share
Paid-up Capital (Baht)
SharesIssued
No. of Shares Held (Direct and
Indirect)
% of Share-holding Remark
25. Pompalang Co., Ltd.439 Moo 11, Tambon Muang Kao
Amphoe Muang Khon Kaen
Khon Kaen 40000
Beer and
non-alcoholic
beverages
distributor
Common 10,000,000.00 1,000,000 1,000,000 100.00%
26. Pomnakorn Co., Ltd.85/35, 85/36 Petchakasem Road
Tambon Na-Muang
Amphoe Muang Ratchaburi
Ratchaburi 70000
Beer and
non-alcoholic
beverages
distributor
Common 10,000,000.00 1,000,000 1,000,000 100.00%
27. Num Yuk Co., Ltd.40/53 Moo 3, Talad Bangkhen Sub-District
Laksi District, Bangkok 10210
Spirits
distributor
Common 10,000,000.00 1,000,000 1,000,000 100.00%
28. Num Kijjakarn Co., Ltd.1, 3, 5 Trok Wat Muang, Suranaree Road
Tambon Nai Muang
Amphoe Muang Nakhon Ratchasima
Nakhon Ratchasima 30000
Spirits
distributor
Common 10,000,000.00 1,000,000 1,000,000 100.00%
29. Num Palang Co., Ltd.22/1 Soi 2 (Paprao), Paprao Road
Tambon Padad, Amphoe Muang Chiang Mai
Chiang Mai 50100
Spirits
distributor
Common 10,000,000.00 1,000,000 1,000,000 100.00%
30. Num Muang Co., Ltd.16/2 Moo 1, U Thong Road
Tambon Tha Wasukri
Amphoe Phra Nakhon Si Ayutthaya
Phra Nakhon Si Ayutthaya 13000
Spirits
distributor
Common 10,000,000.00 1,000,000 1,000,000 100.00%
31. 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 1,000,000 100.00%
32. Num Thurakij Co., Ltd.51/40-41 Moo 3, Sukhumvit Road
Tambon Ban Suan
Amphoe Muang Chon Buri
Chon Buri 20000
Spirits
distributor
Common 10,000,000.00 1,000,000 1,000,000 100.00%
33. Numrungrod Co., Ltd.439 Moo 11, Tambon Muang Kao
Amphoe Muang Khon Kaen
Khon Kaen 40000
Spirits
distributor
Common 10,000,000.00 100,000 100,000 100.00%
34. Numthip Co., Ltd.85/33, 85/34 Petchakasem Road
Tambon Na-Muang
Amphoe Muang Ratchaburi
Ratchaburi 70000
Spirits
distributor
Common 10,000,000.00 100,000 100,000 100.00%
35. Thipchalothorn Co., Ltd.15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Beer, Spirits and
non-alcoholic
beverages
agency
Common 1,000,000.00 100,000 100,000 100.00%
36. Krittayabun Co., Ltd.14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Beer, Spirits and
non-alcoholic
beverages
agency
Common 5,000,000.00 500,000 500,000 100.00%
37. Surathip Co., Ltd.14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Beer, Spirits and
non-alcoholic
beverages
agency
Common 1,200,000.00 120,000 120,000 100.00%
27
Company / LocationType of
BusinessType of Share
Paid-up Capital (Baht)
SharesIssued
No. of Shares Held (Direct and
Indirect)
% of Share-holding Remark
38. Sunthornpirom Co., Ltd.14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Beer, Spirits and
non-alcoholic
beverages
agency
Common 5,000,000.00 500,000 500,000 100.00%
39. Piromsurang Co., Ltd.14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Beer, Spirits and
non-alcoholic
beverages
agency
Common 5,000,000.00 500,000 500,000 100.00%
40. Thai Beverage Energy Co., Ltd.15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Trading of
bio gas
Common 860,000,000.00 8,600,000 8,600,000 100.00%
41. Wrangyer Beverage (2008) Co., Ltd.14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Production and
distribution
of energy drink
Common 200,000,000.00 20,000,000 20,000,000 100.00%
42. Thai Molasses Co., Ltd.14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Trading of
molasses
Common 40,000,000.00 40,000 39,889 99.72%
43. Feed Addition Co., Ltd.15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Trading of
feeds and
fertilizer
Common 1,000,000.00 10,000 10,000 100.00%
44. Pan International (Thailand) Co., Ltd.15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Trading of
supplies and
procurement
Common 1,000,000.00 10,000 10,000 100.00%
45. Charun Business 52 Co., Ltd.15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Brick producer
and distribution
of spirits
Common 121,800,000.00 1,218,000 1,218,000 100.00%
46. Thai Cooperage Co., Ltd.15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Oak barrel
producer
Common 300,000,000.00 30,000,000 30,000,000 100.00%
47. Thai Beverage Recycle Co., Ltd.15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Trading of
bottles
Common 123,000,000.00 1,230,000 1,230,000 100.00%
48. Thai Beverage Logistics Co., Ltd.1 East Water Building
Soi Vibhavadi-Rangsit 5
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Transportation
and distribution
Common 1,012,000,000.00 101,200,000 101,200,000 100.00%
49. Thai Beverage Marketing Co., Ltd.15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Import and
export spirits
for trading /
international
marketing and
non-alcoholic
beverages
agency
Common 300,000,000.00 30,000,000 30,000,000 100.00%
50. Dhanasindhi Co., Ltd.14 Soi Yasoop 1, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Construction Common 20,000,000.00 20,000 20,000 100.00%
Annual Report 2010 | Thai Beverage Public Company Limited 28
Company / LocationType of
BusinessType of Share
Paid-up Capital (Baht)
SharesIssued
No. of Shares Held (Direct and
Indirect)
% of Share-holding Remark
51. Dhospaak Co., Ltd.1 East Water Building, 20th Floor
Soi Vibhavadi-Rangsit 5
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Advertising
agency
Common 25,000,000.00 2,500,000 2,500,000 100.00%
52. Thai Beverage Training Co., Ltd.14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(Incorporated on January 26, 2010)
Training Common 10,000,000.00 1,000,000 1,000,000 100.00% (1)
53. International Beverage Holdings LimitedRoom 901-2, Silvercord Tower 1
30 Canton Road, Tsim Sha Tsui
Kowloon, Hong Kong
Holding
company
Ordinary HKD 1,724,100,000.00 1,724,100,000 1,724,100,000 100.00%
54. Cosmos Brewery (Thailand) Co., Ltd.15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Beer brewery
and production
of drinking water
and soda water
Common 1,666,666,500.00 166,666,650 166,666,650 100.00%
55. Thai Beverage Brands Co., Ltd.15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Trademark
holding
Common 5,000,000.00 50,000 50,000 100.00%
56. Beer Chang Co., Ltd.15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Trademark
holding and
production of
concentrate
materials
Common 1,000,000.00 10,000 10,000 100.00%
57. Archa Beer Co., Ltd.14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Trademark
holding and
production of
concentrate
materials
Common 1,000,000.00 100,000 100,000 100.00%
58. Sura Piset Pattharalanna Co., Ltd.14 Sangsom Building, Soi Yasoob 1
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Holding
company
Common 1,000,000,000.00 10,000,000 10,000,000 100.00%
59. Thai Drinks Co., Ltd.14 Sangsom Building
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Distribution of
beverages
Common 60,000,000.00 600,000 600,000 100.00%
60. Oishi Group Public Company Limited9 UM Tower Building, 20th Floor
Ramkhamhaeng Road
Suan Luang Sub-District
Suan Luang District
Bangkok 10250
Japanese
restaurants,
bakery shops
and production
and distribution
of food and
beverage
Common 375,000,000.00 187,500,000 167,360,199 89.26%
61. Thai Thum Distillery Co., Ltd.*14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Production
and distribution
of spirits
Common 17,500,000.00 17,500 17,483 99.90%
62. Sura Piset Sahasan Co., Ltd.*14 Sangsom Building, Soi Yasoob 1
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Trading of
spirits
Common 100,000,000.00 1,000,000 1,000,000 100.00%
29
Company / LocationType of
BusinessType of Share
Paid-up Capital (Baht)
SharesIssued
No. of Shares Held (Direct and
Indirect)
% of Share-holding Remark
63. Sura Piset Samphan Co., Ltd.*14 Sangsom Building, Soi Yasoob 1
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Trading of
spirits
Common 100,000,000.00 1,000,000 1,000,000 100.00%
64. Vidhayathan Co., Ltd.15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District, Chatuchak District
Bangkok 10900
Environmental
public relations
Common 5,000,000.00 500,000 500,000 100.00%
65. InterBev (Singapore) LimitedNo. 138 Cecil Street # 05-02 Cecil Court
Singapore 069538
Trading of
alcoholic
beverages
Common SGD 3,000,000.00 3,000,000 3,000,000 100.00%
66. InterBev (Cambodia) Co., Ltd.No. 35, Street 322, Sangkat Boeung
Keng Kang 1, Khan Chamkamon
Phnom Penh, Cambodia
Trading of
alcoholic
beverages
Common USD 200,000.00 1,000 1,000 100.00%
67. InterBev Malaysia Sdn. Bhd.No. 9-1, Jalan USJ 1/1B
Regalia Business Centre
47620 Subang Jaya, Selangor, Malaysia
Trading of
alcoholic
beverages
Common MYR 100,000.00 100,000 100,000 100.00%
68. Best Spirits Company LimitedRoom 901-2, Silvercord Tower 1
30 Canton Road, Tsim Sha Tsui
Kowloon, Hong Kong
Trading of
alcoholic
beverages
Ordinary HKD 15,300,000.00 15,300,000 15,300,000 100.00%
69. International Beverage Holdings (UK) LimitedMoffat Distillery, Airdrie, ML6 8PL
Scotland
Holding
company
Common GBP 71,670,000.00 71,670,000 71,670,000 100.00%
70. International Beverage Holdings (China) LimitedRoom 901-2, Silvercord Tower 1
30 Canton Road, Tsim Sha Tsui
Kowloon, Hong Kong
Holding
company
Ordinary HKD 210,500,000.00 21,050,000 21,050,000 100.00% (2)
71. United Products Company Limited56 Sukhapibal Road
Tambon Nakhon Chai Si
Amphoe Nakhon Chai Si
Nakhon Pathom 73120
Production
and distribution
of spirits
Common 350,000,000.00 3,500,000 3,499,619 99.99% (b)
72. SPM Foods and Beverages Company Limited79 Moo 3, Tambon Lamlookbua
Amphoe Dontoom
Nakhon Pathom 73150
Production and
distribution of
drinking water
and energy
drinks and
spirits agency
Common 606,250,000.00 60,625,000 60,520,000 99.83%
73. Oishi Trading Co., Ltd. 9 Ramkhamhaeng Road
Suan Luang Sub-District
Suan Luang District, Bangkok, 10250
Production
and distribution
of food and
beverage
Common 420,000,000.00 4,200,000 3,748,870 89.26%
74. Oishi Ramen Co., Ltd.444 1st Floor, Room No. 1 A 08-09
Phaya Thai Road, Wangmai Sub-District
Pathumwan District, Bangkok 10330
Japanese ramen
restaurants
Common 158,000,000.00 1,580,000 1,410,289 89.26%
75. Chang Beer International Co., Ltd.*15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Dormant Common 1,000,000.00 100,000 100,000 100.00%
Annual Report 2010 | Thai Beverage Public Company Limited 30
Company / LocationType of
BusinessType of Share
Paid-up Capital (Baht)
SharesIssued
No. of Shares Held (Direct and
Indirect)
% of Share-holding Remark
76. Mekhong Distillery Limited14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Consultancy
service
Common 500,000.00 5,000 5,000 100.00%
77. Chang International Co., Ltd.*15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Dormant Common 100,000.00 10,000 10,000 100.00%
78. Chang Corp Co., Ltd.*15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
Dormant Common 100,000.00 10,000 10,000 100.00%
79. Super Brands Company Pte. Ltd.138 Cecil Street # 05-02 Cecil Court
Singapore 069538
(Incorporated on April 14, 2010)
Trademark
Holding
Ordinary SGD 10,000.00 10,000 10,000 100.00% (3)
80. Beer Chang International LimitedNo. 138 Cecil Street # 05-02 Cecil Court
Singapore 069538
Not yet
operated
Ordinary SGD 10,000.00 10,000 10,000 100.00% (4)
81. International Beverage Holdings Limited USA, Inc.275 Madison Avenue, Suite 1718
New York, NY 10016
Trading of
alcoholic
beverages
Common USD 1.00 1,000 1,000 100.00% (5)
82. Blairmhor Limited*Moffat Distillery, Airdrie, ML6 8PL
Scotland
Holding
Company
Common £9,009,407.00 900,940,700 900,940,700 100.00%
83. Inver House Distillers LimitedMoffat Distillery, Airdrie, ML6 8PL
Scotland
Production
and distribution
of spirits
Common £10,000,000.00 10,000,000 10,000,000 100.00%
84. InterBev Trading (China) LimitedRoom 01-03 Level 1
No. 63 Kunluo Road, Shuangjiang Zheng
Ershan County, Yuxi Yunnan
China 650011
Trading of
alcoholic
beverages
- RMB 10,000,000.00 - - 100.00% (6)
85. Yunnan Yulinquan Liquor Co., Ltd.Yunlin Village, Shuangjiang Town
Eshan County, Yuxi City, Yunnan, China
Spirits distillery - RMB 120,000,000.00 - - 100.00% (6) (c)
86. Blairmhor Distillers Limited*Moffat Distillery, Airdrie, ML6 8PL
Scotland
Dormant Common £200.00 2,000 2,000 100.00%
87. Wee Beastie Limited*Moffat Distillery, Airdrie, ML6 8PL
Scotland
Dormant Common £100.00 100 100 100.00%
88. Moffat & Towers Limited*Moffat Distillery, Airdrie, ML6 8PL
Scotland
Dormant Common £1.00 1 1 100.00%
89. Glen Calder Blenders Limited*Moffat Distillery, Airdrie, ML6 8PL
Scotland
Dormant Common £100.00 100 100 100.00%
90. Hankey Bannister & Company Limited*Moffat Distillery, Airdrie, ML6 8PL
Scotland
Dormant Common £100.00 100 100 100.00%
91. R Carmichael & Sons Limited*Moffat Distillery, Airdrie, ML6 8PL
Scotland
Dormant Common £30,000.00 30,000 30,000 100.00%
31
Company / LocationType of
BusinessType of Share
Paid-up Capital (Baht)
SharesIssued
No. of Shares Held (Direct and
Indirect)
% of Share-holding Remark
92. J MacArthur Jr & Company Limited*Moffat Distillery, Airdrie, ML6 8PL
Scotland
Dormant Common £100.00 100 100 100.00%
93. Mason & Summers Limited*10 Foster Lane, London, EC2V 6HH
England
Dormant Common £10,030.00 10,030 10,030 100.00%
94. James Catto & Company Limited*Moffat Distillery, Airdrie, ML6 8PL
Scotland
Dormant Common £50,000.00 50,000 50,000 100.00%
95. The Knockdhu Distillery Company Limited*Moffat Distillery, Airdrie, ML6 8PL
Scotland
Dormant Common £100.00 100 100 100.00%
96. Speyburn-Glenlivet Distillery Company Limited*Moffat Distillery, Airdrie, ML6 8PL
Scotland
Dormant Common £100.00 100 100 100.00%
97. The Pulteney Distillery Company Limited*Moffat Distillery, Airdrie, ML6 8PL
Scotland
Dormant Common £2.00 2 2 100.00%
98. The Balblair Distillery Company Limited*Moffat Distillery, Airdrie, ML6 8PL
Scotland
Dormant Common £2.00 2 2 100.00%
99. Liquorland Limited8 Westbank Road, Belfast, BT3 9JL
Northern Ireland
Off licences Common £495,000.00 495,000 245,000 49.49%
100. Inver House Polska Limitedul. Obodrzyców 34 A/1, 81-812 Sopot
Poland
Trading of
alcoholic
beverages
Common PLN 700,000.00 700,000 308,000 44.00%
101. Inver House Distribution SA*Avenue des Tilleuls, 62140 Marconne
France
Dormant Common EUR 24,930.00 2,493 1,247 50.02%
Remarks : *These are currently non-trading companies
(1) On January 26, 2010 its registered capital is Baht 10,000,000 consisting of 1,000,000 issued common shares. Thai Beverage Public Company Limited
directly and indirectly holds 1,000,000 shares in Thai Beverage Training Co., Ltd. representing 100% of the registered capital. Currently, Thai Beverage
Training Co., Ltd.’s issued shares had not been fully paid. Its paid up capital is Baht 2,500,000.
(2) On November 18, 2010, International Beverage Holdings (China) Limited registered the increase of paid up capital from HKD 193,500,000 to HKD 210,500,000.
(3) On April 14, 2010 its registered capital is SGD 10,000 consisting of 10,000 issued common shares. Thai Beverage Public Company Limited indirectly holds
10,000 shares, representing 100% in Super Brands Company Pte. Ltd. through International Beverage Holdings Limited.
(4) On September 17, 2010 International Beverage Holdings Limited acquired 100% shares of this company. On November 16, 2010 Beer Chang International
Limited registered the increase of capital from SGD 2 to SGD 10,000.
(5) On March 26, 2010 International Beverage Holdings Limited USA, Inc. registered the increase of capital from USD 10,300,000 to USD 10,800,000; and
on November 9, 2010 this company registered the increase of capital from USD 10,800,000 to USD 11,800,000.
(6) This company was incorporated with the type of investment as equity interest, therefore, there is no shares to be issued.
Updated (January 1 – February 28, 2011):
(a) International Beverage Trading Limited was incorporated on January 5, 2011. Its registered capital is USD 100,000 consisting of 100,000 issued common
shares. Thai Beverage Public Company Limited indirectly holds 100,000 shares, representing 100% in International Beverage Trading Limited through
International Beverage Holdings Limited. International Beverage Trading Limited engages in investment of stocks of maturing spirits.
(b) On February 7, 2011 Sura Piset Pattharalanna Co., Ltd. acquired 375 common shares of United Products Company Limited, resulting Thai Beverage Public
Company Limited indirectly holds 3,500,000 shares in United Products Company Limited, representing 100% of the registered capital.
(c) On February 23, 2011 Yunnan Yulinquan Liquor Co., Ltd. registered the increase of equity interest from RMB 120,000,000 to RMB 159,388,200.
Annual Report 2010 | Thai Beverage Public Company Limited 32
Name of directors Direct InterestsNumber of
Shares
Percentage of
Shareholding
Increase (decrease) during the accounting
period (1) Deemed InterestsNumber of
Shares
Percentage of
Shareholding
1. Mr. Charoen Sirivadhanabhakdi Thai Beverage Public Company Limited - - 281,286,762 Director and his spouse have
deemed interests through his
associated companies in THBEV
shares, totaling of
16,441,405,762 65.48
Siriwana Co., Ltd. (2) 369,750,000 25.50 Shiny Treasure Holdings Limited (2) 710,500,000 49
Maxtop Management Corp. (3) - - MM Group Limited (3) 50,000 100
Risen Mark Enterprise Ltd. (4) - - MM Group Limited (4) 50,000 100
Golden Capital (Singapore) Limited (5) - - MM Group Limited (5) 140,600,420 100
Shiny Treasure Holdings Limited 25,000 50 - - -
MM Group Limited 25,000 50 - - -
2. Khunying Wanna Sirivadhanabhakdi Thai Beverage Public Company Limited - - 281,286,762 Director and her spouse have
deemed interests through her
associated companies in THBEV
shares, totaling of
16,441,405,762 65.48
Siriwana Co., Ltd. (2) 369,750,000 25.50 Shiny Treasure Holdings Limited (2) 710,500,000 49
Maxtop Management Corp. (3) - - MM Group Limited (3) 50,000 100
Risen Mark Enterprise Ltd. (4) - - MM Group Limited (4) 50,000 100
Golden Capital (Singapore) Limited (5) - - MM Group Limited (5) 140,600,420 100
Shiny Treasure Holdings Limited 25,000 50 - - -
MM Group Limited 25,000 50 - - -
3. Mr. Narong Srisa-an Thai Beverage Public Company Limited 1 0.00 - - - -
4. Mr. Komen Tantiwiwatthanaphan Thai Beverage Public Company Limited 34,068,668 0.14 - - - -
5. Mr. Puchchong Chandhanakij Thai Beverage Public Company Limited 1 0.00 - - - -
6. Ms. Kanoknart Rangsithienchai Thai Beverage Public Company Limited 1 0.00 - - - -
7. Mr. Chukiet Tangpongprush Thai Beverage Public Company Limited 1 0.00 - - - -
8. Mr. Staporn Kavitanon - - - - - - -
9. Prof. Kanung Luchai - - - - - - -
10. Mr. Manu Leopairote - - - - - - -
11. Mr. Ng Tat Pun - - - - - - -
12. Mr. Michael Lau Hwai Keong - - - - - - -
13. Prof. Pornchai Matangkasombut - - - - - - -
14. Mr. Sakthip Krairiksh - - - - - - -
15. Gen. Dr. Choo-Chat Kambhu Na Ayudhya - - - - - - -
16. Mr. Vivat Tejapaibul Thai Beverage Public Company Limited 241,541,500 0.96 - His spouse 50,000,000 0.20
17. Mr. Panote Sirivadhanabhakdi Thai Beverage Public Company Limited 107,000,000 0.43 - - - -
18. Mr. Thapana Sirivadhanabhakdi Thai Beverage Public Company Limited 107,000,000 0.43 - - - -
19. Mr. Sawat Sopa (6) Thai Beverage Public Company Limited 1 0.00 - - - -
20. Mr. Ueychai Tantha-Obhas - - - - - - -
21. Mr. Sithichai Chaikriangkrai Thai Beverage Public Company Limited 1 0.00 - - - -
22. Dr. Pisanu Vichiensanth - - - - - - -
Remarks: (1) This is to comply with the requirement of Public Limited Company Act B.E. 2535 (as amended). This shows the total number of shares which the director directly
and indirectly holds shares of the company increasing or decreasing during a fiscal year. In this regard, no director holds shares in the Company’s affiliate companies.
The company does not have any outstanding debentures.
(2) Siriwana Co., Ltd. holds 11,368,060,000 shares in Thai Beverage Public Company Limited. Shares in Siriwana Co., Ltd. were held by Shiny Treasure Holdings Limited
which the director holds shares in Shiny Treasure Holdings Limited as per details shown in the table above.
(3) Maxtop Management Corp. holds 4,223,760,762 shares in Thai Beverage Public Company Limited. (According to the report of change of interests of Maxtop Management
Corp. which was submitted and announced via Singapore Exchange website on September 28, 2010) Shares in Maxtop Management Corp. were held by MM Group
Limited which the director holds shares in MM Group Limited as per details shown in the table above.
(4) Risen Mark Enterprise Ltd. holds 833,335,000 shares in Thai Beverage Public Company Limited. Shares in Risen Mark Enterprise Ltd. were held by MM Group Limited
which the director holds shares in MM Group Limited as per details shown in the table above.
(5) Golden Capital (Singapore) Limited holds 16,250,000 shares in Thai Beverage Public Company Limited. Shares in Golden Capital (Singapore) Limited were held by MM
Group Limited which the director holds shares in MM Group Limited as per details shown in the table above.
(6) Mr. Sawat Sopa was appointed as Director by the 2010 Annual General Meeting of Shareholders on April 29, 2010.
LIST OF DIRECT AND DEEMED INTERESTS OF EACH DIRECTOR
As at January 21, 2011
33
STATISTICS OF SHAREHOLDERS As at March 8, 2011
INFORMATION ON SHARE CAPITAL
Authorised share capital Baht 29,000,000,000
Issued and fully paid-up capital Baht 25,110,025,000
Class of shares Common shares with a par value of Baht 1
Number of shares issued 25,110,025,000 shares
Voting rights One vote per one share
Analysis of Shareholders by Size of Shareholdings
Size of ShareholdingsNumber of
Shareholders %Number
of Shares %
1 – 999 10 8.85 1,008 0.00
1,000 – 10,000 N/A N/A N/A N/A
10,001 – 1,000,000 33 29.20 11,308,925 0.05
1,000,001 and above 70 61.95 25,098,715,067 99.95
Total 113 100.00 25,110,025,000 100.00
The 21.23 % 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.
TOP TWENTY SHAREHOLDERS
No. Name of shareholders Number of Shares %
1. Siriwana Co., Ltd. 11,368,060,000 45.27
2. The Central Depository (Pte) Limited 6,908,865,002 27.51
3. Maxtop Management Corp. 3,694,675,000 14.71
4. Sparkle View Development Limited 1,042,543,572 4.15
5. Trinity Fortune Investment Ltd. 524,000,000 2.09
6. Citibank Nominees Singapore Pte Ltd 110,236,750 0.44
7. Mrs. Atinant Bijananda 107,000,000 0.43
8. Mr. Thapana Sirivadhanabhakdi 107,000,000 0.43
9. Mrs. Thapanee Techajareonvikul 107,000,000 0.43
10. Mr. Panote Sirivadhanabhakdi 107,000,000 0.43
11. Mrs. Wallapa Traisorat 107,000,000 0.43
12. Mrs. Varang Srethbhakdi 65,650,500 0.26
13. Mr. Winyou Chaiyawan 65,641,500 0.26
14. Mr. Vanich Chaiyawan 64,863,500 0.26
15. Mr. Veeravet Chaiyawan 61,600,000 0.24
16. Miss Somruedee Siravongprasert 55,000,000 0.22
17. Miss Weena Chaiyawan 50,000,000 0.20
18. Mrs. Chompoonuch Tejapaibul 50,000,000 0.20
19. Mrs. Nontana Chaiyawan 48,000,000 0.19
20. Mr. Vivat Tejapaibul 41,541,500 0.16
Total 24,685,677,324 98.31
Annual Report 2010 | Thai Beverage Public Company Limited 34
Statistics of Shareholders under The Central Depository (Pte) Limited
Size of ShareholdingsNumber of
Shareholders %Number
of Shares %
1 – 999 10 0.12 2,640 0.00
1,000 – 10,000 6,132 73.27 26,136,175 0.38
10,001 – 1,000,000 2,204 26.34 134,066,236 1.94
1,000,001 and above 23 0.27 6,748,659,951 97.68
Total 8,369 100.00 6,908,865,002 100.00
Twenty Largest Shareholders under The Central Depository (Pte) Limited
No. Name of shareholders Number of Shares %
1. Citibank Nominees Singapore Pte Ltd 2,878,367,269 41.66
2. DBS Nominees Pte Ltd 1,816,629,383 26.29
3. HSBC (Singapore) Nominees Pte Ltd 600,148,074 8.69
4. UOB Kay Hian Pte Ltd 445,008,000 6.44
5. Risen Mark Enterprise Ltd 383,335,000 5.55
6. Vivat Tejapaibul 200,000,000 2.89
7. DBSN Services Pte Ltd 162,729,312 2.36
8. United Overseas Bank Nominees Pte Ltd 105,024,560 1.52
9. Morgan Stanley Asia (S'pore) Securities Pte Ltd 59,356,000 0.86
10. DB Nominees (S) Pte Ltd 31,981,415 0.46
11. BNP Paribas Securities Services S'pore 24,826,231 0.36
12. Raffles Nominees Pte Ltd 11,760,442 0.17
13. Merrill Lynch (Singapore) Pte Ltd 8,300,265 0.12
14. CIMB Securities (S'pore) Pte Ltd 6,294,000 0.09
15. DBS Vickers Securities (S) Pte Ltd 2,385,000 0.03
16. Daiwa Capital Mkts S'pore Ltd 2,060,000 0.03
17. Lee Heng Tin 1,750,000 0.03
18. OCBC Securities Private Ltd 1,562,000 0.02
19. Ong Poh Leng 1,500,000 0.02
20. Wee Soon Kiat 1,500,000 0.02
Total 6,744,516,951 97.61
35
Particular of Material Contracts with the Interested Persons for the year 2010 consist of:
Molasses purchase agreements, Thai Molasses Co.,Ltd., the company’s subsidiary entered into molasses purchase and sale
agreements with Plantheon Trading Co.,Ltd., a related company, in order to sell to other subsidiaries within the group under
the purchase price and condition specified in the agreements.
Net book value of the company freehold land and building as at 31 December 2010 were as follows:
(million Baht)
Land 8,004
Surplus on land revaluation 4,263
Land improvement 669
Building and improvements 10,458
Total 23,394
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 31 December 2010, the amount of freehold land held for planned future business operations amounted to Baht
1,221 million which was 8.2% of profit before income tax.
Annual Report 2010 | Thai Beverage Public Company Limited 36
1.� Mr. Charoen Sirivadhanabhakdi Chairman
2.� Khunying Wanna Sirivadhanabhakdi Vice Chairman�3.� Mr. Narong Srisa-an Vice Chairman
4.� Mr. Komen Tantiwiwatthanaphan
Vice Chairman
5.� Mr. Puchchong Chandhanakij Director
6.� Ms. Kanoknart Rangsithienchai Director
7.� Mr. Chukiet Tangpongprush Director
8.� Mr. Staporn Kavitanon
Independent Director and
Audit Committee Chairman
9.� Prof. Kanung Luchai Independent Director and
Audit Committee Member
10.� �Mr. Manu Leopairote Independent Director and
Audit Committee Member
11.� �Mr. Ng Tat Pun Independent Director and
Audit Committee Member
12.� �Mr. Michael Lau Hwai Keong
Independent Director
5 6 7 8
9 10 11 12
Annual Report 2010 | Thai Beverage Public Company Limited 36
BOARD OF DIRECTORS
1 2 3 4
37
13.� �Prof. Pornchai Matangkasombut Independent Director
14.� �Mr. Sakthip Krairiksh Independent Director
15.� �Gen. Dr. Choo-Chat Kambhu Na Ayudhya Independent Director
16.� �Mr. Vivat Tejapaibul Director
17.� �Mr. Panote Sirivadhanabhakdi Director
18.� �Mr. Thapana Sirivadhanabhakdi President and CEO
19.� �Mr. Sawat Sopa Director and Executive Vice President
20.� �Mr. Ueychai Tantha-Obhas Director and Executive Vice President
21.� �Mr. Sithichai Chaikriangkrai Director and Executive Vice President
22.� �Dr. Pisanu Vichiensanth Director and Senior Vice President
21 22
13 14 15 16
17 18 19 20
37
� � Ms. Vaewmanee Soponpinij Company Secretary /
Secretary to the Board
Mr. Thidi Suwanarat Assistant Secretary to the Board
Annual Report 2010 | Thai Beverage Public Company Limited 38
17 18
1 2 3 4
13 14 15 16
5 6 7 8
9 10 11 12
Annual Report 2010 | Thai Beverage Public Company Limited 38
EXECUTIVE COMMITTEE
39
1.� Mr. Charoen Sirivadhanabhakdi Executive Chairman
2.� Khunying Wanna Sirivadhanabhakdi 1st Executive Vice Chairman�
3.� Mr. Narong Srisa-an 2nd Executive Vice Chairman
4.� Mr. Komen Tantiwiwatthanaphan
3rd Executive Vice Chairman
5.� Mr. Puchchong Chandhanakij 4th Executive Vice Chairman
6.� Ms. Kanoknart Rangsithienchai 5th Executive Vice Chairman
7.� � Mr. Chukiet Tangpongprush 6th Executive Vice Chairman
8.� � Mr. Thapana Sirivadhanabhakdi President and CEO
9.� � Mr. Sawat Sopa Director and Executive Vice President
10.� �Mr. Ueychai Tantha-Obhas
Director and Executive Vice President
11.� �Mr. Sithichai Chaikriangkrai
Director and Executive Vice President
12.� �Dr. Pisanu Vichiensanth
Director and Senior Vice President
13.� �Mr. Vichai Chaiyavaranurak Senior Vice President
14.� �Mr. Karn Chitaravimol Senior Vice President
15.� �Mr. Matthew Kichodhan Senior Vice President
16.� �Mr. Jean Lebreton Senior Vice President
17.� �Mr. Polapatr Suvarnazorn Senior Vice President
18.� �Mr. Marut Buranasetkul Senior Vice President
1.� Mr. Thapana Sirivadhanabhakdi President and CEO
Marketing
2.� Mr. Sawat Sopa Director and Executive Vice President
Spirit Production�
3.� Mr. Ueychai Tantha-Obhas Director and Executive Vice President
Sales
4.� Mr. Sithichai Chaikriangkrai Director and Executive Vice President
Finance
5.� Dr. Pisanu Vichiensanth Director and Senior Vice President
Beer Production
6.� Mr. Vichai Chaiyavaranurak
Senior Vice President
Business Development
7.� Mr. Karn Chitaravimol Senior Vice President
Non-Alcohol Production
8.� Mr. Matthew Kichodhan Senior Vice President
International Business
9.� � Mr. Jean Lebreton Senior Vice President
Strategy
10.� �Mr. Polapatr Suvarnazorn Senior Vice President
General Affairs
11.� �Mr. Marut Buranasetkul Senior Vice President
Corporate Services
39
MANAGEMENT COMMITTEE
EXECUTIVE COMMITTEE
Annual Report 2010 | Thai Beverage Public Company Limited 40
DIRECTOR PROFILE
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 since 2001, the Chairman of 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, an Honorary Doctoral
Degree in Management from Huachiew Chalermprakiet University, an Honorary Doctoral
Degree in Business Administration from Eastern Asia University, an Honorary Doctoral
of Philosophy Degree in Business Administration from Mae Fah Luang University, and
an Honorary Doctoral Degree in Management from Rajamangala University of Technology
Suvarnabhumi. 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, Knight Grand Commander (Second Class, Higher Grade) of the Most
Illustrious Order of Chula Chom Klao, and Grand Companion (Third Class, Higher
Grade) of the Most Illustrious Order of Chula Chom Klao.
Khunying Wanna Sirivadhanabhakdi was appointed Vice Chairperson of the Board of
Directors in 2003. She has been the Chairperson of Beer Thip Brewery (1991) Co., Ltd.
and the Sangsom Group of Companies since 2004. She has also been the Vice
Chairperson of TCC Capital Land Limited since 2003, the Vice Chairperson of Berli
Jucker Public Company Limited since 2001 and the Vice Chairperson of the Executive
Board of T.C.C. Holding Co., Ltd. since 1972.
Khunying Wanna holds an Honorary Doctoral Degree in 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 Committee for Recruitment and Promotion of Voluntary Blood Donors
of the Thai Red Cross Society, and a Director of the Sala Chalermkrung Foundation.
Khunying Wanna received numerous 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.
Mr. CharoenSirivadhanabhakdiChairman
Executive Chairman
Khunying Wanna SirivadhanabhakdiVice Chairman
1st Executive Vice Chairman
41
Mr. Komen TantiwiwatthanaphanVice Chairman
3rd Executive Vice Chairman
Mr. Puchchong ChandhanakijDirector
4th Executive Vice Chairman
Mr. Narong Srisa-anVice Chairman
2nd Executive Vice Chairman
Mr. Narong Srisa-an was appointed Vice Chairman of the Board of Directors in 2003.
He has 44 years’ 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 of
Oishi Group Public Company Limited, Chairman of Double A (1991) Public Company
Limited (Previously, Advance Agro Public Company Limited) and Independent Director
of True Corporation Public Company Limited. He holds an Honorary Master of Economics
from Thammasat University.
Mr. Komen Tantiwiwatthanaphan was appointed Vice Chairman of the Board of Directors
in 2003. He has had over 40 years’ 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. Puchchong Chandhanakij was appointed a Director and Executive Vice Chairman in
2003. Before joining Thai Beverage Public Company Limited, he was Managing 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.
Annual Report 2010 | Thai Beverage Public Company Limited 42
Mr. Chukiet Tangpongprush was appointed as an Executive Vice Chairman of Thai
Beverage Public Company Limited in May 2010. Prior to this appointment, he was the
Director and Senior Vice President since 2003. Before joining, he was a lawyer 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 Sura Bangyikhan Co., Ltd. in 2000
as the head of the Human Administration and General Affairs.
He holds a Bachelor of Laws from Thammasat 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. 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,
Berli Jucker Public Company Limited, and Kang Yong Electric Public Company Limited.
He was also the Vice Chairman of Bangkok Bank Public Company Limited since 1994.
He holds a Bachelor of Arts in Economics from Thammasat University and a Master of
Arts in Economics from Vanderbilt University, USA.
Ms. Kanoknart Rangsithienchai was appointed as an Executive Vice Chairman of the
Company in May 2010. Prior to this appointment, she was the Director and Executive
Vice President since 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 Thammasat University and has completed the
Director Accreditation Program with the Thai Institute of Directors.
Ms. Kanoknart RangsithienchaiDirector
5th Executive Vice Chairman
Mr. Chukiet TangpongprushDirector
6th Executive Vice Chairman
Mr. Staporn KavitanonIndependent Director and
Audit Committee Chairman
43
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 Junior
and Senior Public Prosecutor in the Department of Public Prosecution from 1946 to
1973 and Director-General of the Policy and Planning Office of the Ministry of Interior
from 1973 to 1975. He served as the Deputy Under-Secretary of State for the Ministry
of Interior from 1975 to 1976 and as the Deputy Minister of Interior from 1976 to
1977. 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.
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 Thammasat University,
a B.A. Hons., LL.B. Cambridge University, United Kingdom, an Honorary Doctorate
Degree of Law from Chulalongkorn University and Thammasat 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 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
PTT Public Company Limited from 1999 to 2004. From 1994 to 2008, he was 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, Thammasat University, Assumption University, and Bangkok University.
He was the President of the Thammasat University Association from 2003 to 2004
and was the President of the Thammasat University Economics Association from 2000
to 2006.
He holds a Bachelor of Science in Economics (Honors) from Thammasat University, a
Master of Science in Economics from the University of Kentucky, USA, the National
Defense College of Thailand Class 34, and an Honorary Doctoral Degree in Business
Administration from Thammasat University. He won the Asian Productivity Organization
Award in 2005.
Prof. Kanung LuchaiIndependent Director and
Audit Committee Member
Mr. Manu LeopairoteIndependent Director and
Audit Committee Member
Annual Report 2010 | Thai Beverage Public Company Limited 44
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. Since then, he has served in various senior positions with local and
international 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, 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 Chairman of the Board of Directors of SP Chemical Holdings Ltd.
He holds a Bachelor of Arts degree (Economics and History) from the University of
Singapore.
Mr. Ng Tat PunIndependent Director and
Audit Committee Member
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. and a
director of Octagon Advisors (Shanghai) Co., 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 bank’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.
Mr. Michael Lau Hwai KeongIndependent Director
45
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, Dean of Sciences from 1991 to 1999 and has been 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 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 was awarded honorary doctorates from
Osaka and Mahidol Universities.
He holds a Bachelor of Arts (B.A.) Degree, Doctor of Medicine (M.D.) and Doctor of
Philosophy (Ph.D.) all from the University of Wisconsin.
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, Director-General, 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.
He holds a Bachelor of Political Science from Boston University, USA, a Master degree
of Public Administration from Bangkok Thonburi University, 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.
He is currently a Chairman of the University Council at the Rajamangala University of
Technology Krungthep.
Prof. Pornchai MatangkasombutIndependent Director
Mr. Sakthip KrairikshIndependent Director
Annual Report 2010 | Thai Beverage Public Company Limited 46
Gen. Dr. Choo-Chat Kambhu Na Ayudhya was appointed Independent Director in 2006.
He served the Royal Thai Army from 1973 to 1987 as Surgeon of Phramongkutklao
Hospital. From 1987 to 1991, he was Chairman of the Department of Anatomy of the
Phramongkutklao College of Medicine. From 1991 to 1994, he was a Deputy
Commander of Army Medical Department School, the Royal Thai Army Medical
Department (Sena Rak School of the Royal Thai Army Medical Department). From
1994 to 2004, he held various positions in the Royal Thai Army Medical Department,
including the Director-General of the Armed Forces Research Institute of Medical
Sciences, an Assistant Surgeon-General, Deputy Surgeon-General, Director-General of
the Phramongkutklao Medical Center, 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 Universität zu Munster,
and Doctorate in Medicine from the Georg-August Universität 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, the International College of Surgeons, 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, Knight Grand Cordon (Special Class) of the Most Exalted Order of the White
Elephant and Knight Grand Cordon (First Class) of the Most Noble Order of the Crown
of Thailand.
Mr. Vivat Tejapaibul was appointed a Director in 2003. He has over 18 years’ experiences
in the banking industry, having served in Bangkok Metropolitan Bank Public Company
Limited in various positions from 1979 to 1998, including Secretary to the Chairman,
Deputy Director of the Trading Department, Director of Branch Administrative and Vice
President.
He holds a Bachelor of Laws from Thammasat University and a Master’s Degree in
Business Administration from Fairleigh Dickinson University, USA.
Gen. Dr. Choo-Chat Kambhu Na AyudhyaIndependent Director
Mr. Vivat TejapaibulDirector
47
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 of Companies 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. Sawat Sopa was appointed as a Director in April 2010. Prior to this appointment,
he was the Executive Vice President of the Company since 2004. He is 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
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 to January 2008. In addition, he has also held
several executive positions in many leading companies such as Vice Chairman of Red Bull
Distillery Group of Companies since 2004, Director of Berli Jucker Public Company Limited
since 2001, Director of Beer Thai (1991) Public Company Limited and Vice Chairman
of Dhospaak Co., Ltd. since 2004, Vice Chairman of Oishi Group of Companies since 2006,
Executive Chairman of Oishi Group Public Company Limited since February 2011, Director
and Chairman of the Executive Committee of Univentures Public Company Limited and Vice
Chairman of Siam Food Products Public Company Limited since 2007, and Vice Chairman
of the South East Group of Companies since 2008. He has also acted as a Director of several
Thai Beverage subsidiary companies.
He holds a Bachelor of Business Administration (Finance), a Master of Science Administration
in Financial Economics from Boston University, USA, and an Honorary Degree of Doctor
of Philosophy in Department of General Management from Ramkhamhaeng University.
In 2009, he received Asia’s Best Companies 2009, Thailand: Best CEO award from
FinanceAsia Magazine.
Mr. Panote SirivadhanabhakdiDirector
Mr. Sawat SopaDirector and
Executive Vice President
Mr. Thapana SirivadhanabhakdiPresident and CEO
Annual Report 2010 | Thai Beverage Public Company Limited 48
Mr. Ueychai Tantha-Obhas was appointed as a Director and Executive Vice President in
May 2010. Prior to this appointment, he was the Director and Senior Vice President of
the Company 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 Thammasat University and has completed
the Advance Management Program from INSEAD, France.
Mr. Sithichai Chaikriangkrai was appointed a Director and Executive Vice President in
May 2010. Prior to this appointment, he was the Director and Senior Vice President of
the Company since 2003. He joined the T.C.C. Group in year 1990. He has over 30
years’ 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 Thammasat 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.
In 2009, he received Asia’s Best Companies 2009, Thailand: Best CFO awards from
FinanceAsia Magazine.
Mr. Ueychai Tantha-ObhasDirector and
Executive Vice President
Mr. Sithichai ChaikriangkraiDirector and
Executive Vice President
also been appointed as Special Commissioner of the Secretariat of the House of
Representatives to consider draft bills on workmen’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 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.
49
Dr. Pisanu Vichiensanth has been a Director and Senior Vice President since February
2004. He has held several positions in Thai Beverage Group of Companies, 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 Thammasat 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
Brewer from the Scandinavian School of Brewing, Denmark and a Bachelor of Science
(Food Science) from Kasetsart University.
Dr. Pisanu VichiensanthDirector and
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, Thammasat
University.
Mr. Vichai Chaiyavaranurak
Senior Vice President
Annual Report 2010 | Thai Beverage Public Company Limited 50
Mr. Matthew Kichodhan was appointed as Senior Vice President on September 9,
2009. He has extensive experiences in Thailand and International markets. From 1990
to 1995, he worked at Lever Brothers (Thailand) Co., Ltd. with a last position as Product
Group Manager. In 1995 to 2004, he has held various positions with PepsiCo Inc. in
Asia Pacific and International markets with a last position as Brand Marketing Director,
Asia Pacific. From 2004 to 2006, he was Vice President, Business Management, Asia
Pacific for Gillette Asia Pacific Group, Singapore, and from 2006 to 2009, he was the
Director and Chief Operating Officer of Minor Corporation Public Company Limited.
He also holds directorships at various companies; as Director of Wave Entertainment
Public Company Limited, Director of BEC World Public Company Limited, and
Independent Director of Ocean Glass Public Company Limited.
In September 2010, he was appointed as Director and President of Oishi Group Public
Company Limited and Director in Oishi Group of Companies.
He holds a Bachelor of Commerce from University of Toronto, Canada and a Master of
Science, Management from Imperial College (Management School), University of
London, England.
Mr. Matthew Kichodhan Senior Vice President
Mr. Karn Chitaravimol was appointed as a Senior Vice President on February 1, 2011
and was appointed as Managing Director of Thai Drinks Co., Ltd., Wrangyer Beverage
(2008) Co., Ltd., and SPM Foods and Beverages Company Limited. Prior to this
appointment, he was an Advisor of Thai Beverage Public Company Limited from October
2010 to January 2011 and the Managing Director of Thai Beverage Logistics Co., Ltd.
from January 2009 to September 2010. Before joining the Company, he was the Senior
Executive Vice President, Business Development and Investments of TCC Land
Industrial and Logistics Co., Ltd. in 2008, the Executive Vice President – Logistics
Business and the Executive Vice President – Consumer Product Business of Berli Jucker
Public Company Limited, respectively, in 2007 and from 1999 to 2007. He was the
Senior Vice President – Consumer Product Business of Premier Group of Companies
from 1996 to 1999, the President – Tissue Paper Products and the Vice President –
Marketing and Sales Consumer Products Business of Thai-Scott Paper Company
Limited, respectively, from 1993 to 1995 and 1991 to 1993.
He holds a Master Degree in MBA – Marketing from Oklahoma State University, USA.
Mr. Karn ChitaravimolSenior Vice President
51
Mr. Polapatr Suvarnazorn was appointed as a Senior Vice President on May 14, 2010.
From 2003 to 2010, he assumed the position of Vice President – Office of External
Affairs of Thai Beverage Public Company Limited. Before joining this company, he was
the Executive Vice President of External Affairs of Riche Monde (Bangkok) Ltd. during
1986 and 2003. In 1984 to 1986, he held the role of Managing Director of Caldbeck
MacGregor (Thailand) Limited. He worked as the Client Service Director of Ogilvy &
Mather (Thailand) Co., Ltd. during 1976 and 1984. From 1974 to 1976, he was the
Account Executive of Leo Burnett Limited (Thailand).
He holds a Bachelor Degree in Asian Studies and a Master Degree in Chinese Philosophy
from Auckland University, New Zealand.Mr. Polapatr Suvarnazorn Senior Vice President
Mr. Marut Buranasetkul was appointed as a Senior Vice President on May 14, 2010. In
2008 to 2010, he was the Vice President – Office of the President of Thai Beverage
Public Company Limited, the Managing Director of Thai Drinks Co., Ltd., and the
Deputy Managing Director of Thai Beverage Marketing Co., Ltd. Before joining the
Company, he was the Senior Executive Vice President (Marketing & Sales) & Chief
Marketing Officer of CAT Telecom Public Company from 2005 to 2009. During 2001
and 2008, he held various positions as the director of CAT Buzz TV Ltd. from 2007 to
2008, the director of Hutchison CAT Wireless Multimedia Ltd. from 2006 to 2008, the
Marketing Director, Digital Business of GMM Grammy Entertainment Public Company
Limited from 2004 to 2005, and the Marketing Manager, Channel Distribution
Management of Advanced Info Service Public Company Limited from 2001 to 2004.
He holds a Bachelor Degree in Computer Science (Applied Statistics in General
Business) from Chulalongkorn University and a Master Degree in Business Administration
(Marketing & General Management) from Cleveland State University, USA.
Mr. Marut Buranasetkul 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.
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. Lebreton has an MBA from Wharton School of the University of Pennsylvania.
Mr. Jean LebretonSenior Vice President
Annual Report 2010 | Thai Beverage Public Company Limited 52
Office of HumanResources Office ofInformationTechnology Office ofGeneral Services
Office of StrategicPlanning Centre ofExcellence
Office of Controller Office of Treasury
Office of Sales Planningand Support
Office of Marketing
Office of the Chairmanof the Executive Board
Board of DirectorsAudit Committee
Office of Internal Audit Executive Committee
Office of the President
Office of Corporate Communications*
Office of Corporate Secretariat*
Office of External Affairs*
Office of Legal Affairs*
Strategy Finance Sales MarketingCorporateServices
General Affairs
ORGANIZATION STRUCTURE
President and CEO
* Under process of being transferred to report to General Affairs.
53
Office of LiquorProduction Office of TechnicalService and Environment Office of Engineering Office of NaturalEssences Production
Office of BusinessDevelopment
Office of Non-AlcoholProduction
Office of BeerProduction
Risk Management Committee
Nomination Committee
International Businesses
Remuneration Committee
BusinessDevelopment
BeerProduction
SpiritProduction
Non-AlcoholProduction
Annual Report 2010 | Thai Beverage Public Company Limited 54
RESPONSIBILITIES AND AUTHORIZATION OF EACH OFFICE
Office of the 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
Manages secretarial tasks for the President. Provides
essential back-up in both administrative and strategic
tasks. Coordinates with all internal units as well as external
organizations both domestically and internationally.
Arranges 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 on 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 Engineering
Oversees the engineering section to support the distilleries
and the Company’s affiliates to align with goals for the
utmost benefit to the Group.
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 the production operation and the
development of new products in non-alcoholic beverage
category in compliance with the goals and policies of
the company, including the promotion of production and
personnel skills development for the sustainable benefits 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 production and logistics units in order to
ensure that the sale activities are performed according to
the strategic plan.
55
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
Oversees and coordinates the Company’s transformation
program through the Project Management Office (PMO),
centralizes 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
Manages the budgeting and reporting processes, oversees
the investor relation department, and identifies and
disseminates best practices.
Office of Human Resources
Institutes international-standard human resources
procedures that are capable of coordinating between the
headquarters and regional offices – 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.
Office of Corporate Communications
Supervises and 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 of directors and shareholders meetings,
provides minutes of the relevant meetings of the Company
and its subsidiaries as well as other sub-committee meetings
as assigned by the management; Oversees the compliance
in according to the Public Company Limited Law, Civil and
Commercial Code in relation to Partnership and Company
Limited, Securities Laws and the Listing Manual of the
Singapore Exchange which relevant to the Company and/
or subsidiaries; 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;
Analyzes Securities Laws relating to the Company’s business;
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 company secretary and share registrar works;
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.
Annual Report 2010 | Thai Beverage Public Company Limited 56
PRODUCT PORTFOLIO
57
Brown Spirits1. SangSom
2. SangSom Premium
3. SangSom Superior
4. Mekhong
5. Mekhong (Flask)
6. Drummer
7. SangSom Similan
8. Blend 285
9. Crown 99
10. Hong Thong
11. Mungkorn Thong
Brandy�12. Meridian
1 2 3 4 5 12 6 7 8 9 10 11
Annual Report 2010 | Thai Beverage Public Company Limited 58
White Spirits
Ruang Khao 28 Degrees
Ruang Khao 30 Degrees
Ruang Khao 35 Degrees
Ruang Khao 40 Degrees
Paitong 30 Degrees
Paitong 35 Degrees
White Tiger 28 Degrees
White Tiger 30 Degrees
White Tiger 35 Degrees
White Tiger 40 Degrees
Niyomthai 28 Degrees
Niyomthai 30 Degrees
Niyomthai 35 Degrees
Niyomthai 40 Degrees
59
White Spirits
White Bear 30 Degrees
White Bear 35 Degrees
White Bear 40 Degrees
Tajeen 30 Degrees
Tajeen 35 Degrees
Tajeen 40 Degrees
Chaiya
Chao Praya
Hanuman
Mae Wang
Nagaraj
Phaya Seur
Chinese Herb SpiritsSua Dum
Chiang-Chun
Choo Sip Niw
OthersShinobu Sake
Annual Report 2010 | Thai Beverage Public Company Limited 60
Beer
Chang Classic
Chang Draught
Chang Light
Archa
Federbräu
61
Non Alcohol Beverage
Chang Soda Water
Chang Bitter Lime-Lemon Flavored Soda Water
Chang Apple Mint Flavored Soda Water
Chang Drinking Water
Annual Report 2010 | Thai Beverage Public Company Limited 62
Non Alcohol Beverage
Power Plus
(Electrolyte Beverage)
Wrangyer
Ranger (Export)
(Energy Drink)
Fruitnette
(100% Fruit Juice)
Black Up Coffee
63
Oishi Beverage
Amino Plus
Matcha Mineral Greentea
Matcha Milktea
Coffio Coffee
Annual Report 2010 | Thai Beverage Public Company Limited 64
Oishi Beverage
Oishi Green Tea
Oishi Black Tea
65
Oishi Chilled & Frozen Foods
Gyoza
Japanese Restaurants / Kiosks
Cup Oden Kani Sandwiches
Annual Report 2010 | Thai Beverage Public Company Limited 66
67
OverviewFounded in Thailand in October 2003, Thai Beverage
Public Company Limited (ThaiBev) consolidated
Thailand’s leading businesses of beer and spirits,
belonging to the principal shareholders and other
business associates, into a single holding company. It was
later registered on the Singapore Exchange (SGX) on
May 30, 2006, raising S$1.574 billion (approximately
Baht 38 billion). A portion of the fund raised was used to
pay off short-term debts and for working capital. ThaiBev
is not only Thailand’s leading beverage manufacturer,
but also one of Southeast Asia’s biggest manufacturers.
Today, ThaiBev has four core businesses: spirits, beer,
non-alcoholic drinks, and food.
VisionOur vision is to be a leading manufacturer and distributor
of beverages with a focus on commercial excellence,
premiumization of products, and professionalism. Our
mission is to forge partnerships with our key stakeholders
by offering 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 professionalism, transparency,
and good corporate governance;
• Trust, empower, and reward our staff to make them
accountable and;
• Contribute to the society.
StrategiesThaiBev’s product development plan seeks continuous
market premiumization in both quality and price that fits
market changes while internationalizing the image of its
products on par with imports. Both the development of
existing products and the introduction of new ones with
continually high profitability will enable ThaiBev to forge
OPERATIONAL AND FINANCIAL REVIEW
both sales and profit growth. Besides strengthening
product sales, this adds new products to satisfy diverse
consumers’ demand while preparing ThaiBev for the
time when the economy picks up and the public regains
high purchasing power. For instance, the new, one-liter
SKU of Blend 285 spirit meets the demand of those
desiring value for their money. Besides catering to larger
drinking crowd, the attractive designs of labels, lids, and
cases—with an embossed emblem—add a prestigious
image to Blend 285 as a premium product.
Apart from its alcoholic drinks, which established the
foundation of its business, today ThaiBev has expanded
its business scope to profitable, non-alcoholic beverages.
This is evident in its acquisition of Oishi Group Public
Company Limited (Oishi), with a steady growth prospect
after ThaiBev had moved its product distribution from
Oishi’s former distributors to ThaiBev’s own distribution
channels. Besides Oishi products, ThaiBev aggressively
promoted Chang water and Chang soda in 2010. Both
products successfully gained market shares – particularly
bottled water. Besides its presence in food outlets
and restaurants, stores, and modern-trade outlets,
Chang water are delivered to homes and offices in an
effort to create brand awareness. Business diversification
to non-alcoholic drinks will lower risks, particularly excise
tax hikes on alcoholic drinks, which affect the spirit and
beer businesses; optimize ThaiBev’s distribution network;
and position ThaiBev as an overall leader of the beverage
business, not just alcoholic drinks.
ThaiBev is committed to retaining its market leadership
by focusing on marketing investment to ensure its products
are at ‘top of mind’ of target-group customers. Marketing
activities through music and sports are in focus as they
appeal to these customers; for instance our support for
concerts in conjunction with leading music companies
and sponsorship for leading English Premier League and
Thai Premier League soccer clubs.
Annual Report 2010 | Thai Beverage Public Company Limited 68
ThaiBev’s distribution network is at the heart of its
success. With the spirits and beer business network dating
back three decades, coupled with its cordial relationship
with distribution agents, ThaiBev is committed to the
consistent development of this network. This was evident
in its restructuring of distribution agents and introduction
of innovative technologies as well as initiatives for
improving sales, including the application of handheld
computers to the work of sales teams and the issuing
of ThaiBev credit cards to facilitate retail outlets’
purchases—which saves time, boosts work efficiency,
and aids cash management for such retail outlets. In
addition, ThaiBev has invested in logistics system
development. This year witnessed construction completion
of three distribution centers at Nakhon Ratchasima
(for the Northeast), Chon Buri (for the East), and Surat
Thani (for the South) to lower long-term transportation
costs.
While remaining focused on developing international
business for further growth, ThaiBev has assigned
professional teams to define business formats to suit each
country. It was through gradual moves that ThaiBev made
its presence in overseas markets with an aim to create a
stable foundation for its business and products. It focuses
on establishing distribution channels—the route to
market—which is identified as the key success factor for
the business. The year saw ThaiBev’s marketing activities
launched to establish its brand in key target countries,
including concerts of famed vocalist ‘Bird’ Thongchai
McIntyre in the US to publicize its brand and attract more
customers in the US market. Besides, Chang served as
the official beverage partner of major golf tournaments
like the CIMB Asia Pacific Classic in Malaysia, the first
PGA tournament held in Southeast Asia this year. ThaiBev
also renewed its sponsorship agreement of Everton
Football Club through 2014. These activities and
sponsorships are expanding the presence of Chang in
the global markets.
Human resources being indispensable to organizational
success, ThaiBev has promoted training courses to
sharpen employees’ skills. On the part of the organization,
a restructuring exercise prepared ThaiBev for dynamic
business circumstances and a performance management
system was implemented to ensure efficient management
of employees.
Thai economyThe first two months of the year saw ongoing improvement
in the domestic economy from late 2009 in line with the
global recovery. However, the heightened political conflicts
starting in mid-March eroded consumers’ confidence and
the PCI (Private Consumption Index), as a curfew was
enforced. Consumers hesitated to spend while cutting
down on dining out, particularly in Bangkok Metropolis
and key cities where protests erupted.
In the latter half of the year, consumers’ confidence
climbed with the apparent belief that the domestic
situation would improve once political issues died down.
Yet, the related overall index remained below 100, which
reflected consumers’ lingering worries, particularly those
about political circumstances after the chaos, which
indeed delayed economic recovery. Late in the year,
floods ravaged many parts of the country, wreaking havoc
on properties and farms while sapping consumers’
confidence and spending. This prompted the government
to devise plans to accelerate recovery.
For alcoholic drinks, consumers’ demand hinges on the
domestic economy—which was why a healthy trend was
observed for the first two months of the year. Amid political
chaos, consumers’ confidence plummeted, as did the
overall ambience, to the extent that the positive news and
events of the second quarter of the year—including the
World Cup Soccer tournament—could not compensate
sufficiently. Thanks to market improvement, ThaiBev’s
beverage business began to take off in the second half
69
of the year, so it is expected that such improvement will
raise consumers’ confidence in spending on foods and
drinks, among others.
Excise taxIn 2010, the government made no adjustment in excise tax
rates for alcoholic beverages.
Annual Report 2010 | Thai Beverage Public Company Limited 70Annual Report 2010 | Thai Beverage Public Company Limited 70
71
The Thai economy began its revival from late 2009 through
the first two months of 2010. But the outbreak of political
conflicts in late February, worsening through May,
devastated the domestic political and economic situations
for the first half of the year, with repercussions on domestic
tourism and consumers’ confidence. For safety concerns,
consumers dined out less often, which directly affected the
beverage industry, particularly in key provinces with
political conflicts. These problems hit beer and imported
spirits, the common drinks consumed in entertainment
outlets and tourism attractions, head on. But the overall
market edged up around mid-year with the improved
DOMESTIC BUSINESS
political situation, coupled with the World Cup Soccer
tournament in June to July, prompting more frequent dining
out by consumers, which in turn raised the sales of drinks.
However, with the severe domestic floods toward the end of
the rainy season hurting the economies of several provinces,
people’s lower consumption during that period caused
drink makers to speed up their year-end sales to make up
for the decline in several affected areas.
Annual Report 2010 | Thai Beverage Public Company Limited 72
The domestic beer market slightly shrank from the past
year because of the increased political insecurity, which
in turn undermined consumers’ confidence. In fact, such
conflicts of the first half of the year shrank the domestic
beer market—particularly consumption at food outlets and
pubs hurt by the government’s state of emergency
declaration. The market turned positive only with the World
Cup Soccer tournament’s boost along with eased political
tension, which bolstered consumers’ confidence. However,
this year’s beer market has not recovered because of the
overwhelming floods.
On the whole, however, with a 4.4% rise in sales from
last year, ThaiBev’s beer business of 2010 featured
improvement. Despite its lower sales for the first half of the
BEER BUSINESS
year, ThaiBev scored a lower percentage decline than
domestic rivals. Its gradually improving beer business
resulted from the restructuring of goods distribution and
rebranding of Chang Beer since the last quarter of 2009.
Launched in mid-2008, the restructuring of ThaiBev’s
distribution network continued in 2010. Today, its sales
teams work through handheld computers and sales data
became more systematized. These data find uses in the
analysis of consumption patterns, as well as product
placement and sales. In 2010, ThaiBev added a payment
system through credit cards for retail shops to address the
needs of those without cash on hand at the time of sales
teams’ visit. The improvement of sales channels through
all retail outlets has improved relationships between
73
ThaiBev and such outlets to the benefit of ThaiBev’s beer
business. As generally known, the beer business’s key
success factors lie in beer distribution and shelf-life
management at points of sale before reaching consumers.
This differs from the spirits business, which relies on the
push by agents, because spirits have no shelf-life problems.
In 2010, ThaiBev continued to invest in the rebranding and
modernization of Chang Beer. Marketing investment
accompanied sales promotions, with more intensive
promotion of Chang Draught and Chang Light to address
the needs of modern consumers who prefer low-degree
beer; sales promotions focused on sports and music
sponsorships. Notably, Chang Beer not only sponsored the
live telecast of the 2010 World Cup Soccer tournament,
but also sponsored Everton Football Club of the English
Premier League and 12 Thai Premier League teams.
In addition, ThaiBev continually monitored consumers’
opinions to improve its mix of marketing components to
align with consumers’ demand.
Sales of Federbräu Beer slowed down in 2010 in line with
the domestic premium beer market, consequent to domestic
insecurity, since this market primarily relies on dining-out
sales volumes. ThaiBev’s return to investment in Federbräu
is expected once the market improves.
Annual Report 2010 | Thai Beverage Public Company Limited 74
SPIRITS BUSINESS
75
The overall domestic spirits business in 2010 edged up
slightly since premium spirits were terribly hurt by political
insecurity, which sharply lowered consumers’ trips to pubs
and bars in the first half of the year. Spirits consumption
at food outlets, pubs, bars, and entertainment outlets
normally takes the lion’s share of premium spirits, in which
consumers tend to pick more prestigious products to
support their image. This year, brown spirits took the lead
in driving the growth of the spirits business. As a rule, local
brown spirits are regarded as belonging to low-to-middle
markets, mostly consumed off-premise. Consequently,
Thai brown spirits were less affected than premium ones.
ThaiBev’s spirits business in 2010 witnessed saw growth,
mainly derived from the steady growth in brown spirits, with
5.9% growth from the previous year. The growth of its
brown spirits stemmed from the huge popularity of Hong
Thong and Blend 285, due to their value-for-money quality
and price. Although net profit of overall spirits sales
increased, the year saw a decrease in gross profit due to
the rising costs of molasses—the key ingredient of spirits.
In 2010, because of the domestic drought, the supply of
domestic molasses ran low.
Annual Report 2010 | Thai Beverage Public Company Limited 76
NON-ALCOHOLIC BEVERAGE BUSINESS
Steady and healthy growth is widely foreseen for this
market. This, coupled with ThaiBev’s strong distribution
channels, contributed to its optimization of resources. In
view of this opportunity, ThaiBev is taking this non-alcoholic
beverage business seriously.
The year saw ThaiBev’s substantial investment in marketing
and publicity for Chang water and Chang soda, including
TV and radio ads and various marketing activities. As a
result, these ThaiBev products were warmly welcomed by
consumers, as seen in high sales growth rates of 80.1%
for Chang water and 79.9% for Chang soda, buoyed by
expansion in food outlets and modern-trade channels.
Oishi drinks continued their popularity among consumers,
with Oishi green tea topping the domestic market shares of
green-tea drinks thanks to a strong brand buoyed by
consumers’ confidence. Besides, the marketing campaign
known as “Pai Tae Tua Tour Yok Gaeng (Free-All-the-Way
Trip with Friends)”, in its third year, led to skyrocketing
sales, particularly during the summer months. For the year,
sales of Oishi beverages rose by 30.1% with steady growth
projection. In view of the opportunity from this growth,
ThaiBev invested in raising the production capacity of Oishi
by installing a cold aseptic line during the year so as to
deploy it in 2011.
77
Annual Report 2010 | Thai Beverage Public Company Limited 78
FOOD BUSINESS
79
For the first half of the year, the domestic economic and
political situations dealt a stunning blow to the restaurant
business as a whole. Still, Japanese food continued to find
widespread popularity among consumers, partly because of
people’s admiration for healthy dishes and their tastes.
ThaiBev’s food business—best known by the Oishi chain of
restaurants—continued its steady expansion of branches in
2010; 20 new branches made their debuts this year, raising
the total number of outlets to 125. Despite the gloomy
political and economic outlooks of the first half of the year,
Oishi food outlets registered healthy growth, thanks to its
consistent brand advertisement. In fact, the year witnessed
23.6% growth in this business from 2009, accounted for
by both branch expansion and sales in existing stores.
Notably, Shabushi restaurants enjoyed extraordinary growth
as a major contributor to Oishi’s income.
Besides the food business, Oishi has recognized channels
to expand its food business through home deliveries, an
exciting market buoyed by the demand of consumers who
do not prefer home cooking. Today, Oishi’s home delivery
business is still modest, so expansion in this business
stands to add substantial income to ThaiBev’s food
business.
Annual Report 2010 | Thai Beverage Public Company Limited 80
81
INTERNATIONAL BUSINESS
ThaiBev through its wholly own subsidiary, International
Beverage Holdings Limited (IBHL), is responsible for
building the international business. In 2010, IBHL has
offices in Hong Kong, Singapore, Cambodia, Malaysia, UK,
USA, and China. IBHL distributes to over 80 countries,
selling whiskies from the Inver House portfolio, Chinese
spirits from Yunnan Yulinquan Liquor Co., Ltd. (YLQ),
and ThaiBev’s Chang Beer, Thai spirits and non-alcohol
product portfolio.
Our international production centers include five distilleries
in Scotland, and one distillery in Yunnan, China.
Strategy IBHL’s strategy continues to build on the three building
blocks i.e. premiumization of its product portfolio;
professionalization of the organization; and internationalizing
its products across the world markets.
IBHL is focusing on building its flagship brands – Chang
beer, Mekhong (branded overseas as “the Spirit of
Thailand”), its single malt whiskies, Balblair, Old Pulteney,
Speyburn and anCnoc, blended scotch whiskies such as
Hankey Bannister, and Caorunn GIN, to be produced in the
UK. 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 across the
international markets.
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 conditions, and our
goals for that specific market.
Local partners and management are a critical part of the
strategy as IBHL moves into new markets, with our key
executives experienced in the beer and spirits businesses
from different countries around the world.
Development in 2010Overall performance of international business
ThaiBev’s international operations showed dramatic growth
in 2010 across all regions, with sales growth of 20.5% when
compared year-on-year. ThaiBev’s international business
contributed 3.2% of the Company’s overall sale revenue in
2010. The growth in 2010 was backed by the expansion of
Chang Beer coverage, Inver House Scotch whisky expansion
into USA and new markets in Europe, and continuing
growth in China via YLQ.
Chang Beer exportChang Beer sales continue to grow in many regions
especially in Asia and US, with the sales growth of 59%
YoY. In USA market, Chang Beer saw the significant sales
growth of 24%. The music marketing was the key activities
we used to support Chang Beer in USA. Key concerts were
arranged in the key markets such as New York and L.A.
The concerts with Thai super stars such as Bird Thongchai,
Nuvo and Da Endorphine were well accepted. Also, more
penetration into both on-premise and off-premise channels
helped improve beer sales in USA. In Asia market, coverage
expansion continues to drive the sales of Chang Beer to
72% growth.
Sports marketing also another marketing platform that was
used to promote Chang Beer. Chang Beer is proud to be the
main sponsor on Everton FC’s jersey again. The contract
with Everton FC was renewed and this will be another 3
years sponsorship with Everton until 2014. The sponsorship
helped promote Chang brand’s presence in all regions. In
addition, Chang Beer sponsored the first PGA tour in Asia,
as the official beverage partner.
Thai SpiritsThe Company expanded Mekhong through more distribution
channels in 2010. For US market, Mekhong is expanding
availability through Thai restaurants nationwide.
Annual Report 2010 | Thai Beverage Public Company Limited 82
Inver House productsInver House’s single malt portfolio was the key driver for our
US market with Speyburn continued to outperform our
expectation. Also, Inver House’s portfolio of whiskies was
introduced to the new market in Eastern Europe and Russia.
The expansion into Eastern Europe will help push the sales
growth of the whisky portfolio and compensate for the
slowdown in mature markets like Western Europe.
Yunnan Yulinquan products After ThaiBev completed the acquisition of Yunnan
Yulinquan Liquor Co., Ltd. (YLQ) in China in 2009, the
Company helped YLQ extend its coverage in Yunnan.
The new sales office of YLQ was established in 2010 at
Kunming, to serve more distribution channel in this area.
The new strategy that YLQ started in 2010 was to expand
beyond their current product portfolio, which mostly falls
into economy segment, to mid to high tier brands. Promoting
more of the upper tier products helped YLQ to improve
margin and profitability.
8383
Annual Report 2010 | Thai Beverage Public Company Limited 84
MILESTONES
2003
2006
2008
2009
2010
OctoberThai Beverage Public Company Limited
was established as a holding company
for the alcohol beverage business
MayThaiBev successfully listed
in the Singapore Exchange
main board
OctoberAcquisition of Pacific Spirits UK
(PSUK), owner of Inver House
Distillers in Scotland and
acquisition of Best Spirits
Company Limited
SeptemberAcquisition of 43.9% of Oishi Group Public
Company Limited (“Oishi”) and disposal of 100% of
Thai Alcohol Public Company Limited; followed by
acquisition of additional Oishi shares via tender offer
in November, resulting ThaiBev holds more than 50%
of total sold shares in Oishi
SeptemberThaiBev turned a new chapter
in the history of “Beer Chang”
under one umbrella concept of
“Kon Thai Hua Jai Deaw Gun”
s UK
se
MayThaiBev’s first distribution center (DC) in
Nakhon Ratchasima province commenced operations.,
followed by two more DCs in Chonburi and Surat Thani
provinces, respectively, in June and August 2010
NovemberSoda Chang launched its latest innovative
products ‘Flavored Soda’ with 2 new variants,
Bitter Lime-Lemon and Apple Mint
NovemberAcquisition of Yunnan
Yulinquan Liquor Co., Ltd.,
Chinese white spirit
distillery in China
85
MANAGEMENT DISCUSSIONAND ANALYSIS
Performance for the year ended 31 December 2010
The Company acquired Yunnan Yulinquan Liquor Co., Ltd.,
a white spirits distillery in People’s Republic of China, in
the fourth quarter of 2009 through an indirect subsidiary
in Hong Kong at a total consideration of RMB 69 million.
The operation of this company was included in the spirits
business segment since the fourth quarter ended
31 December 2009 onwards.
GroupFor the year 2010, total sales revenue of the Company was
Baht 121,361 million, an increase by Baht 13,392 million,
or 12.4%, from Baht 107,969 million of last year, due to
an increase of sales revenue from the spirits business of
10.5%, the beer business of 11.7%, the non-alcoholic
beverages business of 34.5% and the food business of
23.6%.
Gross profit was Baht 33,264 million, an increase by Baht
1,904 million, or 6.1%, due to a higher gross profit in the
spirits business of 3.3%, the beer business of 15.3%, the
non-alcoholic beverages business of 5.8% and the food
business of 17.3%.
Earnings before interest, tax, depreciation and amortization
(EBITDA) was Baht 19,556 million, a decrease by Baht
355 million or 1.8%, due to a decrease of EBITDA in the
beer business of 71.2%, the non-alcoholic beverages
business of 31.2% although there was an increase of
EBITDA in the spirits business of 0.8% and the food
business of 26.5%.
Net profit was Baht 10,721 million, an increase by Baht 78
million, or 0.7%, due to a higher net profit in the spirits
business of 1.3%, the food business of 23.2% and a lower
net loss in the beer business of 0.2% although there was
a lower net profit in the non-alcoholic business of 22.3%.
Unit: Million Baht
YTD_2010 Spirits%
to Sales Beer%
to Sales
Non-alcoholic beverages
%to Sales Food
%to Sales Eliminate
%to Sales Total
%to Sales
Revenue from sales 77,034 100.0 33,729 100.0 6,611 100.0 4,075 100.0 (88) 100.0 121,361 100.0
Cost to sales 52,046 67.6 28,812 85.4 4,722 71.4 2,616 64.2 (99) 112.5 88,097 72.6
Gross profit 24,988 32.4 4,917 14.6 1,889 28.6 1,459 35.8 11 (12.5) 33,264 27.4
Selling expenses 2,116 2.7 4,230 12.5 841 12.7 128 3.1 (28) 31.8 7,287 6.0
Administative expenses 6,275 8.1 3,091 9.2 796 12.0 1,127 27.7 (2) 2.3 11,287 9.3
Operating profit (loss) 16,597 21.5 (2,404) (7.1) 252 3.8 204 5.0 41 (46.6) 14,690 12.1
Other income / Interest income 272 0.4 94 0.3 30 0.5 19 0.5 (41) 46.6 374 0.3
EBIT (loss) 16,869 21.9 (2,310) (6.8) 282 4.3 223 5.5 - - 15,064 12.4
Finance costs 161 0.2 73 0.2 21 0.3 4 0.1 - - 259 0.2
Income tax 4,924 6.4 (755) (2.2) (118) (1.8) 33 0.8 - - 4,084 3.4
Net profit (loss) 11,784 15.3 (1,628) (4.8) 379 5.7 186 4.6 - - 10,721 8.8
Depreciation & Amortization 2,302 3.0 1,620 4.8 382 5.8 188 4.6 - - 4,492 3.7
EBITDA (loss) 19,171 24.9 (690) (2.0) 664 10.0 411 10.1 - - 19,556 16.1
Annual Report 2010 | Thai Beverage Public Company Limited 86
Unit: Million Baht
YTD_2009 Spirits%
to Sales Beer%
to Sales
Non-alcoholic beverages
%to Sales Food
%to Sales Eliminate
%to Sales Total
%to Sales
Revenue from sales ������ ����� ������ ����� ����� ����� ���� ����� !���" ����� ������� �����Cost to sales �#�#�� �#�� �#���� #�� ����� ���� ���#� ���� !�#" �#�� ������ ����Gross profit ������ ���� ����� ���� ��� � ���� ����� ���� !���" ���� ������ ����Selling expenses ����� ��� ����# ���� #�� ���� ��� ��� !���" ���� #�� � #��Administative expenses #���� �� ����� ��� �#� ���� ��� ���� !���" ����� ������ ��#Operating profit (loss) ���# � ��� !�����" !���" #�� ���� �#� ��� ��� !�#���" �#���# ����Other income / Interest income � ��� ��� ��� �� ��� �� ��� !���" �#��� � � ���EBIT (loss) ������ ���� !�����" !���" �� ���� ��� #�� $ $ �#�##� ����Finance costs ��� ��� ��� ��� �� ��� �� ��� $ $ #�� ��#Income tax �� �� ��� !#� " !���" �� � ��� $ $ ����� ���Net profit (loss) ������ ���� !�����" !#��" � ��� �#� ��� $ $ ������ ���Depreciation & Amortization ���#� ��� ��#�� #�� �#� ��� �## ��� $ $ ���#� ���EBITDA (loss) ������ ���� !���" !���" ��# ���� ��# ��� $ $ ������ � ���
Unit: Million Baht
Increase (Decrease) Spirits % Beer %
Non-alcoholic beverages % Food % Eliminate % Total %
Revenue from sales ����� ���# ��#�� ���� ����# ���# ��� ���� � ���� ������ ����Cost to sales ��#�� ���� �� � ���� ��#�� #��� #�� ���� !#�" !�����" ���� �#��Gross profit ��# ��� �#� �#�� ��� #� ��# ���� ��� �� �# ����� ���Selling expenses ��# ���# # # ���� � � #��� !�" !���" ��# �� ��#�� ����Administative expenses � # �� ��� #�� ��� ���# ��# ���� ��� ���� ��� ��#Operating profit (loss) �# ��� ! �" !���" !���" !#���" #� �#�� !���" ! #��" !#�#" !�� "Other income / Interest income � ���� !���" !����" !�" !���" $ $ ��� #�� # ����EBIT (loss) �� ��� !���" !�#� " !���" !#���" #� ���� $ $ !���" !���"Finance costs !���" !���#" !���" !����" !��" !����" !�" !����" $ $ !���" !#�� "Income tax �� ��� !� �" !����" !���" !�����" �� ����� $ $ !�� " !���"Net profit (loss) �� ��� � ��� !���" !����" �# ���� $ $ � ���Depreciation & Amortization � ��� �� �� �# ��� �� ���� $ $ ��# ���EBITDA (loss) ��� �� !� �" !����" !���" !����" � ���# $ $ !�##" !�� "�
87
Spirits Business For the year 2010, sales revenue was Baht 77,034 million,
an increase by Baht 7,301 million, or 10.5%, mainly due to
an increase of sales price to cover the excise tax rise in May
2009 and an increase of sales volume. Total sales volume of
spirits was 515.8 million litres, an increase of 5.9%.
Gross profit was Baht 24,988 million, an increase by Baht
795 million, or 3.3%, mainly due to the increase in sales
although there was an increase in raw material cost.
EBITDA was Baht 19,171 million, an increase by Baht 147
million, or 0.8%, mainly due to an increase in gross profit
and a decrease in idle costs although there was an increase
in donation expenses and product protection expenses.
Net profit was Baht 11,784 million, an increase by Baht
148 million, or 1.3%, mainly due to the increase EBITDA
and a decrease in interest expenses.
Beer BusinessFor the year 2010, sales revenue was Baht 33,729 million,
an increase by Baht 3,533 million, or 11.7%, mainly due
to an increase of sales price to cover the excise tax rise in
May 2009 and an increase of sales volume. Total sales
volume of beer was 596.5 million litres, an increase of 4.4%.
Gross profit was Baht 4,917 million, an increase by Baht
651 million, or 15.3%, mainly due to the increase in sales.
EBITDA showed a loss of Baht 690 million, an increase by
Baht 287 million, or 71.2%, mainly due to an increase of
sales promotion expenses.
Net loss was Baht 1,628 million, a decrease by Baht 4
million or 0.2%, mainly due to an income tax impacts and
there was a decrease of interest expenses.
Non-Alcoholic Beverages Business For the year 2010, sales revenue was Baht 6,611 million,
an increase by Baht 1,695 million, or 34.5%, mainly due
to an increase of Oishi’s beverages sales. Total sales volume
of Oishi beverages, which consist of green tea, black tea,
and other non-alcoholic beverages, was 211.6 million litres,
an increase of 30.1%. Energy drinks generated sales volume
of 8.1 million litres, a decrease of 6.7%. Soda and drinking
water generated sales volume of 24.3 million litres and
92.7 million litres respectively, an increase of 79.9% and
80.1% respectively.
Gross profit was Baht 1,889 million, an increase by Baht 103
million, or 5.8%, mainly due to the increase of Oishi beverages
sales. The lower margin was mainly due to product mix of
Oishi beverages sales and an increase in raw material cost.
EBITDA was Baht 664 million, a decrease by Baht 301
million, or 31.2%, mainly due to an increase in marketing
expenses.
Net profit was Baht 379 million, a decrease by Baht 109
million, or 22.3%, mainly due to the decrease in EBITDA
although there was a decrease in interest expenses.
Food Business For the year 2010, sales revenue was Baht 4,075 million,
an increase by Baht 777 million, or 23.6%, mainly due to
an increase in number of branches and sales price.
Annual Report 2010 | Thai Beverage Public Company Limited 88
Gross profit was Baht 1,459 million, an increase by Baht
215 million, or 17.3%, mainly due to the increase in sales
although food costs increased in accordance with the variety
of foods available.
EBITDA was Baht 411 million, an increase by Baht 86
million, or 26.5%, mainly due to the increase in gross profit
although branch rental fees increased.
Net profit was Baht 186 million, an increase by Baht 35
million, or 23.2%, mainly due to the increase in EBITDA
and a decrease in interest expenses.
Financial Position
Assets
Total assets as at the end of December 2010 was Baht
77,302 million, an increase by Baht 153 million, or 0.2%,
compared with the end of 2009. Current assets increased
by Baht 1,699 million, mainly due to an increase in
inventories. Non-current assets decreased by Baht 1,546
million, mainly due to depreciation of property, plant and
equipment.
Liabilities
Total liabilities as at the end of December 2010 was Baht
19,074 million, a decrease by Baht 1,632 million, or 7.9%,
compared with the end of 2009. This was mainly due to a
decrease in long-term loans from financial institutions.
The maturity of interest-bearing loans was as follows:
Unit: Million Baht
Within December 2011 8,762
Within October 2012 600
Total 9,362
Shareholders’ Equity
Total equity as at the end of December 2010 was Baht
58,228 million, an increase of Baht 1,785 million, or
3.2% compared with the end of 2009. This was mainly due
to an increase in net retained earning which comprised of
profit for the period and dividend payment.
Liquidity
Cash and cash equivalents, as at December 31, 2010,
was Baht 3,359 million. The net increase from the beginning
of the period was Baht 769 million. Details of activities
were as follows:
Unit: Million Baht
Net cash provided by operating activities 15,213
Net cash used in investing activities (2,818)
Net cash used in financing activities (11,235)
Net increase in cash
and cash equivalents in period 1,160
Adjustment from financial statement translation (391)
Cash and cash equivalents at beginning of period 2,590
Cash and cash equivalents at end of period 3,359
Net cash provided by operating activities of Baht 15,213
million was mainly derived from net income of Baht 10,721
million and non-cash items from depreciation and
amortization of Baht 4,492 million.
Net cash used in investing activities of Baht 2,818 million
was mainly due to purchase of property, plant and
equipments.
Net cash used in financing activities of Baht 11,235
million was mainly due to repayment of loans and
dividend payment.
89
Financial Ratios
Dec.31, 10 Dec.31, 09
Current Ratio (times) 1.91 1.85
Total Debt to Equity Ratio (times) 0.33 0.37
Net asset value per share (Baht) 2.31 2.24
Jan. – Dec.10 Jan. - Dec.09
Accounts Receivable Turnover (days) 6 6
Inventory Turnover (days)
Spirits Business
Finished Goods (Excl. Legacy Stocks) 49 59
Beer Business
Finished Goods 27 40
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 31 December 2010, the Board of Directors has recommended total dividend of Baht 8,788.51
million.
Year 2010 Year 2009
Dividend for the year (Million Baht) 8,788.51 8,286.31
Number of shares issued (Million shares) 25,110 25,110
Interim dividend per share (Baht) 0.15 0.15
Final dividend per share (Baht) 0.20 0.18
Total dividend per share (Baht) 0.35 0.33
Dividend payout ratio (%) 83.33 78.57
Return on Equity
Return on Average Equity (%) 18.70 19.27
Earnings Per Share
Earnings per weighted average ordinary shares (Baht) 0.42 0.42
Weighted average number of ordinary shares for the year (million shares) 25,110 25,110
Annual Report 2010 | Thai Beverage Public Company Limited 90
Market Competition Risk The political conflicts during the second quarter of last year
negatively impacted the on-premise channel, which is a key
consumption channel of the beer business in Thailand.
As a result, beer consumption in 2010 shrank by 4% when
compared with the previous year. In the event of slow
market, major players pushed extra hard to increase beer
sales and the competition was even fiercer in the past year.
For reasons given, beer producers could not raise the price
and in the mean time, they needed to spend more resources
to win the market share. This adversely affected their
profitability. Subsequent to the extended crackdown in
early May and the lift of the States of The Emergency Act
of Thailand, the anti-government meetings in public venues
still recur regularly. Such political gathering hinders the
recovering on-premise business and therefore; the fierce
competition in the beer industry is expected to continue at
least until the next general election.
Despite a rather low competition among taxpaying white
spirit producers, the market risk lies in the increasing
numbers of illegal white spirit producers, subsequent to
the latest tax increase of the white spirit in May 2009.
Mitigation of such risk depends on the ability to persuade
and encourage responsible authorities of the public sector
to solve this problem seriously.
On brown spirits side, ThaiBev effectively won the market
share from low-price imported spirits. However, the year
2011 is expected to see intense competition due to
marketing activities from imported spirits distributors in
an attempt to regain the market share.
ThaiBev’s seasoned Marketing Team and Sales Team have
been long competing in the spirits and beer businesses.
Since the re-launch of Chang beer in October 2009,
ThaiBev has efficiently ceased growth of major competitors
and began to regain the market share. Despite a rather
small market share regained, it positively indicates higher
market share to be gained by the Company in the following
years. In addition, ThaiBev, as the market leader with high
potential distribution, is confident in the competing ability
of our spirits business.
Regulatory and Tax Risk In the past year, the Ministry of Public Health strictly
enforced the Alcohol Beverage Control Act. Therefore,
RISK MANAGEMENT STRATEGIES
ThaiBev focused on communicating with related executives
in order to ensure their understanding about the Act.
In addition, legal officers were appointed in every region
to oversee the matter. They were assigned to visit relevant
agencies overseeing the Alcohol Beverage Control Act
enforcement to gain thorough understanding of the law in
order to ensure that the Company’s activities are compliance
with the law.
There has been news that the Ministry of Finance is
considering making adjustments of the entire excise tax
system, including alcoholic beverages. To date; however,
there are still no certain directions on the adjustment
of excise tax for beers and spirits. Nevertheless, such
adjustment will definitely more or less affect the total
cost of goods, which largely comprises the excise tax.
Excise tax administration completely lies in the hand of
the related government agencies without any involvement
of the private sector and therefore; the Company closely
monitors the matter and prepares itself to ensure that such
tax adjustment results in a minimum impact to the business.
Our management team consists of executives with long-
standing experience in the alcoholic beverage business
and has undergone several tax changes. The Company is
confident that the team will efficiently manage the excise
tax risk as proven by its past records.
Operational Risk Certain raw materials in alcoholic beverage production
are natural products; for example, rice, malt, hops and
molasses. Their prices vary according to the weather,
demand and supply in the market each year. Also, some
packaging materials – such as foil labels – are imported
supply, which requires a certain period of time for
preparation and delivery. ThaiBev therefore mitigates the
price fluctuation risk by stipulating a policy to make
purchases from several vendors, entering into forward
contracts to control costs, entering into long-term
agreements with major producers to obtain the required
quantities and quality of goods and, supporting sellers to
relocate their production facilities closer to those of ThaiBev.
Finance and Investment RiskThaiBev’s business operations and expansion are capital-
intensive and therefore, incur risks and several uncertainties.
The business itself is capital-intensive. In addition, new
91
product research and development, new factory construction
and maintenance and modifications of the existing factories
call for continuous investments. Furthermore, the Company
incurs expenses in constant surveillance on the latest
developments in the domestic and overseas beverage markets.
Previous investments were funded by external loan resources,
recapitalization, and ThaiBev’s internal cash flow. It is
expected that future business expansion or modifications
of breweries and distilleries of the Company will be funded
by additional borrowing and internal cash flow. In this
regard, ThaiBev has taken steps to secure additional
credit lines from financial institutions, including O/D
(overdrawing) credit lines, promissory notes credit line and
issuance of bills of exchange. ThaiBev currently commands
financial liquidity of 3.6 times of the total average sales
of one month. If it somehow cannot secure commercially-
acceptable funds, it may then raise funds through
recapitalization, which would reduce shareholders’ proportion.
Furthermore, if it cannot secure the necessary funds to
maintain or expand plants, this may harm its financial
status, performance and business opportunities. Such risk
is constantly mitigated by the Office of Controller, which is
in attendance at planning meetings to share information for
use in preparing the appropriate financial structure.
HR Risk: human resources preparation for stability and business growth ThaiBev places importance on human resource management
and puts in place personnel strategies with an intention
to prepare and formulate the standardized human resource
management in accordance with the ever-changing
competitive environment.
Due to the competitive circumstances in the market and
our growth, the effort to re-structure the organization, which
began in 2009, has reduced the complexity in terms of
management and resulted in enhanced working competency,
coordination, and dynamic. Also, such re-structure reduced
the cost of management to a reasonable level in terms of
momentary investment and time.
Developments were seen in the recruiting processes in
order to indentify qualified and proper personnel with sound
social, corporate and professional responsibilities. The
Company puts in place the psychological and qualification
tests and applies the test result to analyze candidate’s level
of maturity, consciousness and capability, all of which form
part of determination whether candidates are qualified for
the available positions.
In respect of personnel development, Thai Beverage Training
Co., Ltd. was established with an aim to build confidence
that the Company is moving towards its goals. ThaiBev
Training is responsible for creating and developing quality
personnel who uplifts the organization to become the
leading international beverage company. The project on
assessment of management and individual personnel
development was conducted in response to the growth of
the organization.
Moreover, the Company promotes the use of the Performance
Management System by developing an information system
to collect data, conduct performance evaluation, and
produce reports. This allows employees to learn about their
strengths and weaknesses in their performance and how
to enhance their potential. The High-Potential Personnel
Management Program has continued with an annual
assessment to identify the level of success of the program
in order to ensure that successors are nominated for
prominent positions and employees are provided with
opportunities to make advances in their career.
Environmental Risk: Compliance with Environmental Protection Law ThaiBev sees significance in ensuring compliance with laws
and constant updates of production standards, reflected in
our applications of various systems such as the Quality
Management System Standard (ISO 9000), Food Safety
Management System Standard (ISO 22000), Environmental
Management System Standard (ISO 14000), Good Manufacturing
Practice and Hazard Analysis Critical Control Points
(GMP&HACCP) and so on.
Furthermore, the Company appointed the Energy Management
Committee to oversee the consumption of electricity,
thermal energy and hydropower, with an aim to optimize
consumption of the 3 resources in a long run. Constant
surveillance is arranged for these 3 resources and annual
objectives are defined in order to control usage ratio.
In addition, contamination monitoring is set and continuous
search for alternative resources is carried out; for example,
random tests for sources of water used in production
process and the search for substitute fuels, etc.
Annual Report 2010 | Thai Beverage Public Company Limited 92
THAI BEVERAGE LOGISTICS
“ThaiBev Logistics driving beyond the Horizon Strategic&
Tactic driving to be the best largest distribution network in
Thailand and Regional”
The horizon line is a starting journey of our Thai Beverage
Logistics Co., Ltd. (ThaiBev Logistics), Business is
working around the clock; Day and Night delivers the high
quality of Thai Beverage products to all destinations in
Thailand and Overseas. ThaiBev Logistics vision is to be
the domestic and international leader in logistics industry,
to maximize and sustain its ability to compete in the
industry and to be an integral part to the Thai Beverage
Public Company Limited in becoming the leader in
beverage industry, both locally and internationality.
Achievement in 2010 (Phase I) is an integration of
logistics related activities from all Factory, Distribution
Centers and Thai Beverage’s sales offices into one Center
of excellence. Thank you to the international standards
and World-class IT technology, result is maximize customer
satisfaction and lower supply chain costs. With the volume
sales of approximately 1,400 million liters per year,
ThaiBev Logistics organization had been redesigned
with the modernize concept of “International Logistics
Development”.
Currently at the end of Phase I, ThaiBev Logistics is one
of the largest distribution networks in Thailand and one of
the biggest in Southeast Asia as well, ThaiBev Logistics
infrastructure asset consists of:
• 4,800 People, – warehouse and transport staffs
• 2,000 Commercial vehicles (100% own fleets),
• + 1,000 Drop points,
• + 100 Sales offices,
• + 86 Warehouses,
• + 16 Transportation offices,
• + 3 Strategic distribution centers
(2 distribution centers will be in Phase II).
Of course, year on year, asset value of Thai Beverage
Logistics is growing and significantly contributes to the
business value chain, such as the largest distribution
network (nationwide warehouses and distribution centers),
modernization distribution services, asset utilization, and
cost control. Professional people and world-class IT
technology are implemented, which allow the business
to optimize inventory in all locations, maximize asset
utilization and achieve the highest customer satisfaction,
while minimize overall supply chain cost-to-serve.
In Phase II, Development of ThaiBev Logistics project will
focus into 3 perspectives; financial perspective, operation
perspective, and customer perspective. The 1st phase,
3 distribution centers had been established in Nakon
Ratchasima, Surat Thani and Chonburi with the investment
in Warehouse Management System. All of these 3
distribution centers already operate with the total fleet of
788 commercial vehicles. In the 2nd phase consists of
investment in distribution centers in the other locations
such as Chiengmai, KhonKhan and the replacement of
transportation vehicles as planned. The 2nd phase of
distribution center is expected to finish in the mid 2012,
and transportation is expected to finish in the Q3 of 2011.
The success is a choice we make. ThaiBev Logistics 2011
will enhance efficiency of the business in 3 ways;
Distribution coverage, Cost & Asset management, Value
chain integration. Our strategic distribution network
nationwide will be tactically managed to efficiently serve
both alcohol and non-alcohol product group, this to be in
alignment with ThaiBev’s strategy. Scope of services in
2011 will focus in improving quality & cost of Thailand
distribution network, and moving services into upstream
supply chain and the cross border logistics. Joint projects
with key business partners will be formed a strategic
alliance to leverage the technology such as the Eco-
driving, Safety driving through Tire management program,
Fuel (energy) saving, and Fleet maintenance program.
93
6.00 a.m.
At ThaiBev Logistics, Distribution Center
7.30 a.m.
Truck reports at Transportation office
8.30 a.m.
Outbound process starts
9.00 a.m.
Truck leaves Distribution Center
to all destinations
7.30 a.m.
Next day,
Truck reports at Distribution Center
6.30 a.m.
Sales office is ready
8.00 a.m.
Distribution Center
starts 1st Inbound loading
8.00 a.m.
Loading process
8.45 a.m.
ThaiBev Logistics ready to deliver
Operation works all day
We are ThaiBev Logistics…
7.00 a.m.
Truck arrive from
Kamphengpetch Beer Factory
8.30 a.m.
Ready for next assignment
9.00 a.m.
ThaiBev’s Sales offices
confirm Customer’s order
6.00 p.m.
Trucks report for day end
Thai Beverage Logistics gallery – Thai Beverage Logistics 24 hours “Beyond the Horizon”
Annual Report 2010 | Thai Beverage Public Company Limited 94
THAI BEVERAGE ENERGY
It has been the determination of the Distillery Group to
develop clean alternative energies along with improving
the environment surrounding the facilities. Hence,
Thai Beverage Energy Co., Ltd. (“ThaiBev Energy”) focused
on studying the possibility of projects to capture biogas
and optimize the use of distillery slop at 11 distilleries in
different provinces nationwide.
Distillery slop is high strength; brownish-black wastewater
with high concentration of organic substance from the
distillation process. Currently, the distillery slop is treated
through the organic decomposition process in an anaerobic
opened lagoon and the treated wastewater is distributed to
agriculturists living near the facilities who benefit from its
soil improvement quality.
Our study indicated that biogas produced during the
decomposition of the organic substance in the distillery
slop in an anaerobic opened lagoon release into the
atmosphere. ThaiBev Energy hence opted for the distillery
slop treatment by the Anaerobic Covered Lagoon system
by ADI Systems Inc. – a Canadian company with over two
decades of expertise in wastewater treatment. The system
focuses on capturing the biogas and enables its use as
alternative energy to substitute the heavy fuel oil utilized
in steam boilers at the distilleries. The distilleries in 5
provinces i.e. Buri Ram, Ubon Ratchathani, Prachin Buri,
Khon Kaen, and Surat Thani, were chosen to participate in
the project, with the system construction and installation
budget of Baht 170 million for each distillery. The project
was divided into 2 phases, first of which was the investment
of the first 2 distilleries in Buri Ram and Ubon Ratchathani
provinces.
With the distillery slop treatment by Anaerobic Covered
Lagoon system, the lining and covering was provided
for every lagoon in order to prevent any environmental
problems, both in respect of leakage and disturbing odor in
areas surrounding the distilleries. Main constructions were
as follows;-
1. 3,000-cubic meter covered lagoon for distillery slop
equalization
2. 27,000-cubic meters covered lagoon for ADI—BVF
Reactor distillery slop treatment
3. 100,000-cubic meter covered lagoon for treated
wastewater
4. A biogas supply system with burners for steam boilers.
This distillery slop treatment system could capture the
biogas occurred from decomposition of the organic
substance in distillery slop amounting to 26,000 cubic
meters per day. Such volumes are almost adequate for the
total substitution for fuel oil at all distilleries. Upon full
operation of the system, a surplus of biogas may be
produced, which can be further developed and utilized in
other business activities. Moreover, the treated wastewater
possesses soil improvement quality and the distribution
of the treated distillery slop to nearby agriculturists is
uninterruptedly continued.
Since the project incurred high investment due to the
overseas technologies utilized specially for the high strength
distillery slop treatment, ThaiBev Energy applied with the
Board of Investment for tax privileges. Moreover, it applied
for registration as a project under the Clean Development
Mechanism (CDM project) through the Thailand Greenhouse
Gas Management Organization (Public Organization)
pertaining to the Kyoto Protocol, under the United Nations
Framework Convention on Climate Change (UNFCCC) in
order to improve the project’s return on investment.
ThaiBev Energy currently provides the service on distillery
slop treatment and disposal as well as sells the biogas
captured during the treatment as alternative energy in
substitution of heavy fuel oil at the following 5 distilleries.
1. Athimart Co., Ltd. in Prachin Buri Province
2. S.S. Karnsura Co., Ltd. in Ubon Ratchathani Province
3. Fuengfuanant Co., Ltd. in Prachin Buri Province
4. Kankwan Co., Ltd. in Khon Kaen Province
5. Nateechai Co., Ltd. in Surat Thani Province
The project is currently in the process of CDM registration.
It is estimated that these 5 distilleries can reduce the
emission of Green House Gas (GHG) equivalent to 200,000
tCO2e per year. All the 5 projects had received a Letter of
Approval issued by Thailand Greenhouse Gas Management
Organization (Public Organization) confirming that these
projects would assist The Kingdom of Thailand in achieving
sustainable development.
ThaiBev Energy success from the project not only significantly
improved the surrounding environment and landscape of
distillery slop treatment but also, created a knowledge
center for environmental management of the community,
schools, and educational institutes in general. Furthermore,
its use of the biogas in substitution of heavy fuel oil
contributed to the reduction of oil import of the country.
95
OUR PEOPLE… OUR SUCCESS
ThaiBev and the strategy of employees’ capacity building
With the Management team’s vision, Thai Beverage Public
Company Limited (“ThaiBev”) sees the value of “People”
and put its effort on staff development as much as on
technology or innovation. One of the company’s challenges
is driving force of big organization’s success through
employees’ capacity. At ThaiBev, employees are considered
valuable asset. Budget for human resource development
has been increasing every year. In order to achieve the goal
of human resource development mission, Thai Beverage
Training Co., Ltd. (“ThaiBev Training”) was established
in early 2010. Its mission is to developing all personnel
so as to increase the ThaiBev Group’s capacity in business
competition (ThaiBev Training as a strategic partner in
building corporate competitive advantage).
…..a few years ago, to stand still is to step back from
success. At present, moving forward does not mean survival
in the competition. In the future, running is not enough for
winning…..
When the pattern of the competition has been changed, the leader must adjust his/her concept idea to comply with it. (New business model, new leadership paradigm)
In reference to the above vision, the Management Team
has shown their intention and determination to lead the
organization to the international competition. So far,
ThaiBev Group is recognized as a successful organization.
The challenge is how to make the new generation of
employees manage the organization sustainably since the
Annual Report 2010 | Thai Beverage Public Company Limited 96
pattern of the competition starts changing from Capital
Intensive or Industrial to Knowledge & Service Intensive.
Consequently, the Management Team has realized and
been aware that it is necessary to adjust the way of thinking
and the strategy in order to comply with the new direction.
The key is to mix the concept idea of management from
Industrial Organization with the new concept idea based on
Knowledge Organization. This leads to the driving force of
organization’s capacity building especially the concrete
capacity in Know-How Capital competition.
Human Resource Development & Increasing Organization’s Value
ThaiBev Group’s management direction has been set to the
strategy of increasing multi-competition capacity, such as
increasing revenue, increasing equity, increasing image
value, setting up know-how capital.
Therefore, the organization’s challenge is how to increase
human capacity and pass human’s knowledge to the
organization through new products and services, corporate
culture, innovation, modern working system, etc. Once the
customers perceive them and feel confident with them,
they will be willing to pay more, and buy more. As a result,
the revenue will increase, and then the profit will increase.
Of course, one part of the revenue will be used for human
resource development to increase their capacity. If we do it
more quickly than others; it means that we will take the
lead in the competition, impress the customers and gain
their loyalty.
As a result from this, during the last three months of year
2010, the company provided a capacity assessment and
executive development project through “Increasing Personal
and Team Effectiveness” for a group of 400 junior and
senior executives of the organization. Its aim was to have
the participants realize the necessity of capacity building in
competition. This started from oneself; that is, understand
one’s strength and limitation both oneself and subordinates.
The most important thing was that the company used
PPA (Personal Profile Analysis) and GTQ (General Training
Quotient). The data received is considered a research
result, which will help planning effective human resource
development in the right direction and according to each
executive’s skill.
Future Direction and Strategy of Human Resource Development
Leader’s concept idea of human resource development
must be in the same direction (new paradigm in people
development).
This must be the concept idea that all our employees have
potential and capacity to learn in order to creatively manage
the organization to move forward. It is the concept idea
that we will help everyone to be High Performer in all
status. In order to support this concept idea, the company
has made a tool of strategic planning for human resource
management and development. This is a so-called Internal
Potential Benchmarking (IPB): Phase 1. It is used to
receive basic data in setting human resource development
plan so as to meet the needs at person level, management
level, and organization level. Its objective is to understand
how each employee’s skill and learning method is different
since first day of working with the company.
As an organization, in order to help every employee succeed
in their careers or in their tasks (High Performer), different
strategies must be planned for individual like and readiness.
All of these are important mission of ThaiBev Training to
increase competition capacity for the affiliates in the year
2011.
97
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Annual Report 2010 | Thai Beverage Public Company Limited 98
On February 21, 2011 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 1, 2010), and Moody’s affirmed the ThaiBev rating at
Baa2 with a Stable outlook (as Global Credit Research
Credit Opinion by Moody’s announced April 26, 2010).
(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 Companies, 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.
CREDIT RATING ANNOUNCEMENT
99
Annual Report 2010 | Thai Beverage Public Company Limited 100
As a good corporate citizen, ThaiBev has always been well
aware of its responsibility to ensure transparency of its
business operations, as well as to produce and sell quality
products and to contribute to the society. ThaiBev adheres
to the good corporate governance and conducts its business
by taking its stakeholders into consideration, including
customers, business counterparts, employees, shareholders,
investors and the general public. These high standards
will make ThaiBev an internationally-acclaimed company,
recognized by domestic and international investors.
The Company is determined to operate the business with
transparency, strict compliance with laws and regulations,
which emphasize on fair and equal treatment to its
shareholders and investors, including disclosure of correct
and adequate information in an equal and timely manner
via appropriate communications channel. In 2010,
ThaiBev’s unbroken devotion has won the Company the
Runner-up of SIAS Investors’ Choice Award in the category
of Most Transparent Company 2010: Foreign Listings from
2006
Certificate of Excellence
by IR Magazine 2008
20082006 | 2009 | 2010
SIAS Investors’ Choice Award for Most Transparent Company2006 Runner-up: New Issues
2009 Winner: Foreign Listings
2010 Runner-up: Foreign Listings
IFR Asia Award: Capital Markets Deal
of the Year 2006
IR Magazine AwardBest IR in the
Singapore Market
by a Thai Company
Singapore Corporate Award2007 Best Annual Report
by a Newly Listed Company
2006 | 2007 | 2008 2007
the Securities Investors Association (Singapore) or SIAS.
ThaiBev has received the award for three years i.e. 2006,
2009 and 2010.
Apart from adherence to the Good Corporate Governance,
ThaiBev focuses on maintaining its production standards to
strive for international recognition in respect of its product
quality. In 2010, Chang Beer won the gold medal in the
Beers, Waters, Soft Drinks and Non-Alcohol Beverages
category from the World Selection 2010, organized for the
49th time by Monde Selection Bruxelles. 2010 marked the
third consecutive year that Chang beer won the gold medal
(2008-2010) and therefore; it was awarded the International
High Quality Trophy as an honorary guarantee from Monde
Selection.
Archa beer entered its first tasting competition in 2010 and
won a gold medal in the Beers, Waters, Soft Drinks and
Non-Alcohol Beverages category from the World Selection
2010 held by Monde Selection Bruxelles, subsequent to
2008 | 2009 | 2010 Other awards of beer products1998 | 2007
Monde Selection Bruxelles International Institute for Quality Selections Beers, Waters, Soft Drinks and Non-Alcohol Beverages
- Chang Beer
International High Quality Trophy 2010 - Chang Beer
Australian International Beer AwardsEuropean Style Lager
1998 - Chang Beer
2007 - Archa Beer
Beverage Testing Institute (BTI)The 2008 World Championships 2008 - Chang Beer
Beer Industry of FloridaBeer Festival of the South, Lager Category 2009 - Chang Beer
BEER PRODUCTS
AWARDS
101
Monde Selection Bruxelles International Institute for Quality Selections - Drummer, Mekhong
International Wine and Spirit Competition2009 - Drummer
2010 - Mekhong
Los Angeles International Wine & Spirits Awards2010 - Mekhong
Balblair, Old Pulteney, anCnoc, Hankey Bannister, Speyburn,Caorunn, Catto’s- Icon of Whisky, Distiller of the Year 2008
- International Spirits Challenge (Drinks International)
- International Wine and Spirit Competition
- Los Angeles International Wine & Spirits Awards
- US Beverage Testing Institute Review of Spirits
- UK Packaging Award
- Gin Master
- Starpack Industry Awards
- International Cocktail Challenge
2008
Asiamoney’s Corporate Governance Poll 2008 Best for Investor
Relations in Thailand
winning a gold medal from the Australian International
Beer Awards (AIBA) in 2007.
On spirits side, the recently launched Caorunn gin produced
by ThaiBev’s Inver House Distilleries in Scotland won gold
medals from several institutions namely, the International
Spirits Challenge 2010 (Design and Packaging Awards)
and the UK Packaging Awards 2010 (Glass Pack of the
Year). Furthermore, it received the 2nd consecutive gold
medal in the Super Premium category from the Gin Master
2010, a gold medal from the US Beverage Testing Institute,
a silver medal from the 2010 International Cocktail
Challenge, the Starpack Industry Awards, and the Super
Premium Gold Medal from 2010 Travel Retail Masters.
Our Scotch whisky products – Old Pulteney, Hankey
Bannister, anCnoc and Balblair-- have received international
recognition, totaling more than 50 medals and awards
namely, the International Spirits Challenge 2010, the Los
Angeles International Wine & Spirits, the Beverage Testing
Institute Review of Spirits, and the International Wine &
Spirit Competition.
Moreover, ThaiBev is socially responsible and places great
concern on environmental protection by opting to utilize
standardized technology in order to minimize the impact on
the environment, save energy and protect the environment
of its surrounding communities. ThaiBev’s factories are
well managed and maintained. For these efforts, the
company was awarded the Prime Minister Award 2010
from the Ministry of Industry. Beer Thai (1991) Public
Company Limited also won the award in the environment
conservation category from its continuous environmental
management and pollution control. Beer Thip (1991)
Co., Ltd. won the award in the energy management
category from its excellent energy management, machinery
improvement, energy-saving measures and effective energy
consumption.
2009 2009 | 20102009
Asia’s Best Companies 2009Thailand: Best CFO
by FinanceAsia Magazine
Thailand Energy Award 2009 ‘Energy Recycle Off-Grid’
- Gold
- Silver
Prime Minister’s Industry Awards‘Energy Management’
Asia’s Best Companies 2009Thailand: Best CEO
by FinanceAsia Magazine
2009
2009
2010
1982 | 1983 | 2006
2009 | 2010
International Golden Award for Food & Beverages- SangSom
SPIRITS PRODUCTS INVER HOUSE’S PRODUCTS
Annual Report 2010 | Thai Beverage Public Company Limited 102
CORPORATE GOVERNANCE REPORT
At THBEV we adhere to good corporate governance principle, and the conduction of our business in compliance with all laws
and regulations applied to us. As a consequence, this year THBEV, as the Thai company listed on the Singapore Exchange
(“SGX”), received the Corporate Governance Asia Recognition Award 2010 from Corporate Governance Asia Magazine and
Most Transparent Company Award 2010 as the Runner-Up in the Foreign Listings Category from Securities Investors
Association (Singapore) (SIAS).
The Board’s Conduct of Affairs
Principle 1Our Board of Directors oversees the Company’s business and affairs in accordance with the resolutions of shareholders and
the applicable laws. The Board must exercise good business judgment and act in good faith for the best interests of the
Company.
In this year, 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, 2010:
Names PositionsNumber of Attendances /
Total of Meetings
1. Mr. Charoen Sirivadhanabhakdi Chairman 4/5
2. Khunying Wanna Sirivadhanabhakdi Vice Chairman 4/5
3. Mr. Narong Srisa-an Vice Chairman 4/5
4. Mr. Komen Tantiwiwatthanaphan Vice Chairman 5/5
5. Mr. Puchchong Chandhanakij Director 5/5
6. Ms. Kanoknart Rangsithienchai Director 3/5
7. Mr. Chukiet Tangpongprush Director 1/5
8. Mr. Staporn Kavitanon Independent Director and Audit Committee Chairman 3/5
9. Prof. Kanung Luchai Independent Director and Audit Committee Member 5/5
10. Mr. Manu Leopairote Independent Director and Audit Committee Member 5/5
11. Mr. Ng Tat Pun Independent Director and Audit Committee Member 3/5
12. Mr. Michael Lau Hwai Keong Independent Director 5/5
13. Prof. Pornchai Matangkasombut Independent Director 5/5
14. Mr. Sakthip Krairiksh Independent Director 5/5
15. Gen. Dr. Choo-Chat Kambhu Na Ayudhya Independent Director 5/5
16. Mr. Vivat Tejapaibul Director 5/5
17. Mr. Panote Sirivadhanabhakdi Director 4/5
18. Mr. Thapana Sirivadhanabhakdi President and CEO 4/5
19. Mr. Sawat Sopa (1) Director and Executive Vice President 3/5
20. Mr. Ueychai Tantha-Obhas (2) Director and Executive Vice President 5/5
21. Mr. Sithichai Chaikriangkrai (3) Director and Executive Vice President 5/5
22. Dr. Pisanu Vichiensanth Director and Senior Vice President 5/5
Remarks: (1) Mr. Sawat Sopa was appointed as director by the 2010 Annual General Meeting of Shareholders on April 29, 2010.
(2) Mr. Ueychai Tantha-Obhas was appointed as Executive Vice President by the Board of Directors Meeting No. 2/2010 on May 14, 2010.
(3) Mr. Sithichai Chaikriangkrai was appointed as Executive Vice President by the Board of Directors Meeting No. 2/2010 on May 14, 2010.
103
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, its objectives, and 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 the oversight of management
performance of their duties according to the Company’s policies and report the financial statements and general information
to shareholders and investors with accuracy and sufficiency.
According to the Law, the Board is required to meet not less than four times in each year. In 2010, the Board met more
than such requirement in order to consider matter proposed by the management.
TrainingAll 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 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 DirectorsOur Board consists of twenty two directors, including eight independent directors which are more than one-third of the total
number of the Board members. All directors have long-term experience in business or attained honorary position.
Executive CommitteeThe Board appointed an Executive Committee which consists of eighteen 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, some
of the Executive Committee members are assigned to oversee business units under the supervision of the President and
CEO. The Executive Committee may appoint other sub-committees to support the Executive Committee and the Board in
order to ensure the good corporate governance of the Company.
The Executive Committee meets once a month to discuss on the Company’s business administration, except for the case of
emergency the meeting will be held as appropriate.
Apart from the oversight of the administration of THBEV, the Board also appoints certain Executive members to hold
directorship in both domestic and overseas subsidiary companies to monitor and control the business administration at
maximum efficiency according to the Company’s policy and for the best interest of the Company.
Annual Report 2010 | Thai Beverage Public Company Limited 104
The Executive Committee’s responsibilities are as follows:
• 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 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,
increase salary, adjust salary rate, and determine bonus,
welfare and other benefits as well as consider all
other remunerations for all levels of employees of
the Company. The Executive Committee also has
the authority to appoint the President and CEO or
any appointee of the Company to be the authorized
representative of the Company to sign related
employment contracts within the budget approved by
the Board of Directors of the Company;
• 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;
• 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
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.
105
In 2010, the Executive Committee met twelve times, and the following table shows the details regarding the attendance to
the meeting of each member up to December 31, 2010.
Names PositionsNumber of Attendances /
Total of Meetings
1. Mr. Charoen Sirivadhanabhakdi Chairman of Executive Committee 11/12
2. Khunying Wanna Sirivadhanabhakdi 1st Executive Vice Chairman 9/12
3. Mr. Narong Srisa-an 2nd Executive Vice Chairman 12/12
4. Mr. Komen Tantiwiwatthanaphan 3rd Executive Vice Chairman 11/12
5. Mr. Puchchong Chandhanakij 4th Executive Vice Chairman 11/12
6. Ms. Kanoknart Rangsithienchai (1) 5th Executive Vice Chairman 12/12
7. Mr. Chukiet Tangpongprush (2) 6th Executive Vice Chairman 4/12
8. Mr. Thapana Sirivadhanabhakdi President and CEO 11/12
9. Mr. Sawat Sopa (3) Director and Executive Vice President 10/12
10. Mr. Ueychai Tantha-Obhas (4) Director and Executive Vice President 12/12
11. Mr. Sithichai Chaikriangkrai (5) Director and Executive Vice President 11/12
12. Dr. Pisanu Vichiensanth Director and Senior Vice President 11/12
13. Mr. Jean Lebreton Senior Vice President 10/12
14. Mr. Vichai Chaiyavaranurak Senior Vice President 12/12
15. Mr. Somchai Suthikulpanit (6) Senior Vice President 10/12
16. Mr. Matthew Kichodhan Senior Vice President 9/12
17. Mr. Polapatr Suvarnazorn (7) Senior Vice President 2/12
18. Mr. Marut Buranasetkul (8) Senior Vice President 2/12
Remarks: (1) Ms. Kanoknart Rangsithienchai was appointed as 5th Executive Vice Chairman by the Board of Directors Meeting No. 2/2010 on May 14,
2010.
(2) Mr. Chukiet Tangpongprush was appointed as 6th Executive Vice Chairman by the Board of Directors Meeting No. 2/2010 on May 14, 2010.
(3) Mr. Sawat Sopa was appointed as director by the 2010 Annual General Meeting of Shareholders on April 29, 2010.
(4) Mr. Ueychai Tantha-Obhas was appointed as Executive Vice President by the Board of Directors Meeting No. 2/2010 on May 14, 2010.
(5) Mr. Sithichai Chaikriangkrai was appointed as Executive Vice President by the Board of Directors Meeting No. 2/2010 on May 14, 2010.
(6) Mr. Somchai Suthikulpanit ceased from Executive Committee member and Senior Vice President as he was appointed as Vice Chairman of
Thai Beverage Marketing Co., Ltd. on February 1, 2011.
(7) Mr. Polapatr Suvarnazorn was appointed as Senior Vice President by the Board of Directors Meeting No. 2/2010 on May 14, 2010 and was
appointed to be the Executive Committee member by the Board of Directors Meeting No. 4/2010 on November 12, 2010.
(8) Mr. Marut Buranasetkul was appointed as Senior Vice President by the Board of Directors Meeting No. 2/2010 on May 14, 2010 and was
appointed to be the Executive Committee member by the Board of Directors Meeting No. 4/2010 on November 12, 2010.
Mr. Karn Chitaravimol was appointed as Senior Vice President in replace of Mr. Somchai Suthikulpanit by the order of
the Chairman which was authorized by the Board of Directors Meeting No. 2/2010 on May 14, 2010.
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 and consists of the top executives of business and
support units. Up to present, the members have been changed due to the additional appointment and change of the top
executives responsibility.
Annual Report 2010 | Thai Beverage Public Company Limited 106
As at December 31, 2010, the MC consists of eleven members
namely, Mr. Thapana Sirivadhanabhakdi, Mr. Sawat Sopa,
Mr. Ueychai Tantha-Obhas, Mr. Sithichai Chaikriangkrai,
Dr. Pisanu Vichiensanth, Mr. Jean Lebreton, Mr. Vichai
Chaiyavaranurak, Mr. Somchai Suthikulpanit, Mr. Matthew
Kichodhan, Mr. Polapatr Suvarnazorn, and Mr. Marut
Buranasetkul.
The Chairman of the MC is Mr. Thapana Sirivadhanabhakdi,
the President and CEO.
From February 10, 2011 Mr. Karn Chitaravimol, Senior
Vice President, was appointed as MC member to supervise
Non-Alcohol Production Business in replace of Mr. Somchai
Suthikulpanit.
Investment Committee
The Company is very careful and will cautiously proceed in
the investment for our business expansion. In this regard, the
Executive Committee appointed the Investment Committee
(IC) which consists of nine members from various units.
Mr. Narong Srisa-an is the Chairman of the IC and
Mr. Thapana Sirivadhanabhakdi and Mr. Sithichai Chaikriangkrai
are the Vice Chairman of the IC. The IC is responsible for
consideration and advice the Executive Committee on the
acquisition/disposal of businesses, assets, including the
merger of businesses of Thai Beverage Public Company
Limited group of companies both domestic and overseas.
Audit Committee
The Board of Directors appointed the Audit Committee
which consists of 4 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 Audit
Committee.
In this regard, Mr. Ng Tat Pun was appointed by the Board
of Directors to be the leader of the Audit Committee in its
roles in respect of the interested person transactions
undertaken by our Group.
The Audit Committee meets at least once in each quarter
or more, in case of emergency. Please refer to the Audit
Committee Report.
Risk Management Committee
The Board of Directors appointed the Risk Management
Committee in order to enhance the risk management to
be efficient and success in covering all business lines.
As at December 31, 2010, the Risk Management Committee
consists of seventeen members who are either directors
or executives. The Directors are Mr. Narong Srisa-an,
Mr. Puchchong Chandhanakij, Ms. Kanoknart Rangsithienchai,
Mr. Chukiet Tangpongprush, Mr. Thapana Sirivadhanabhakdi,
Mr. Sawat Sopa, Mr. Ueychai Tantha-Obhas, Mr. Sithichai
Chaikriangkrai, Dr. Pisanu Vichiensanth. The executives
are Mr. Jean Lebreton, Mr. Vichai Chaiyavaranurak,
Mr. Somchai Suthikulpanit, Mr. Matthew Kichodhan,
Mr. Polapatr Suvarnazorn, Mr. Marut Buranasetkul,
Mr. Chalerm Pornrutchakit, and Mr. Mahin Kraivixien.
The Chairman of the Risk Management Committee is
Mr. Narong Srisa-an. Mr. Somsak Sae-Kuay, Vice President
of the Office of Internal Audit, is the Secretary to the Risk
Management Committee. In this regard, any executive who
is appointed as the Senior Vice President will automatically
be the Risk Management Committee member.
From February 1, 2011 Mr. Somchai Suthikulpanit ceased
from Senior Vice President as he was appointed as
Vice Chairman of Thai Beverage Marketing Co., Ltd.,
consequently Mr. Somchai Suthikulpanit ceased from
Risk Management Committee member. In addition,
Mr. Karn Chitaravimol who was appointed as Senior Vice
President, to supervise Non-Alcohol Production Business
becomes the Risk Management Committee member.
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
107
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.
Mr. Thidi Suwanarat is the Secretary to the Nomination
Committee. In this regard, the majority of NC members
including the NC Chairman are independent directors.
The Nomination Committee is responsible for the selection
of the suitable person to be appointed as director and/or
President and CEO, and setting the procedures and the
guidelines for selection.
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. Mr. Thidi Suwanarat is the Secretary to the
Remuneration Committee. In this regard, all RC members
are independent directors.
The Remuneration Committee is responsible for setting
the policies and the guidelines in the determination of
remunerations of any kind including to consider and review
the remuneration of the key executives.
Chairman and CEO
Principle 3
Our Chairman encourages constructive relations among
the Board, Executive Committee and the Management. The
Chairman approves the agenda to be considered at the
Board meetings and the Executive Committee meetings
as he is the Chairman of the Executive Committee. The
President and CEO supervises the disclosure of adequate
and appropriate information to the Management and to
the Board for further consideration and actions at the
appropriate time.
The Chairman and the President and CEO are responsible
for their roles in the overseeing the business operation
and administration in accordance with the policy of the
Board of Directors and structure of the organization of
the Company.
Board Membership
Principle 4
In order to assure a transparent process for the appointment
of the directors to the Board, the Nomination Committee
(NC) would review and assess qualities of candidates for
directorships (including executive directorships) before
making recommendations to our Board. The NC also reviews
the retirement and re-election of directors for proposing the
election to the Annual General Meeting of Shareholders of
the Company to comply with our Articles of Association.
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 of the Singapore Exchange
applicable to our Company. The NC and RC also adopted a
charter and proposed it to the Board for approval.
Annual Report 2010 | Thai Beverage Public Company Limited 108
Board Performance
Principle 5
In conducting the business of the Company, the Board
perform their duties in good faith and due care according
to the laws, shareholders’ resolutions and to preserve the
interests of the Company. Our Board will do the self-
assessment of their performances and responsibilities.
Access to Information
Principle 6
We are committed to providing our Board members with
adequate, complete, continuous and timely information
before the 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 on the laws concerning public company limited,
private company including securities laws and relevant
regulatory matters. In this respect, we set up a Compliance
Unit, having a Compliance Manager responsible for this
Unit under supervision of the 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 2010, the
Company Secretary attended all Board meetings and
Executive Committee meetings.
Procedure for Developing Remuneration Policies
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.
Level and Mix of Remuneration
Principle 8
The determination of level and band of remuneration of
the Directors, Executive Directors, and top executives of
the Company were 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 of SGX (including the amendment). The Remuneration
Committee will consider and endorse the remuneration
structure prior to propose to the shareholders for approval.
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 from the equivalent of
S$500,000 and above.
The Company entered into a long-term employment agreement
with Dr. Pisanu Vichiensanth, who is the director in the
Company, the Managing Director of Beer Thai (1991) Public
Company Limited and the Managing Director of Cosmos
Brewery (Thailand) Co., Ltd., and a Senior Master Brewer.
109
Disclosure of Remuneration
Principle 9
As at December 31, 2010, the remuneration bands of
directors and six top executives are as follows:
9.1 Directors
(Remark: S$ 1 = Baht 24)
Names of Directors Remuneration Band
1. Mr. Charoen Sirivadhanabhakdi C
2. Khunying Wanna Sirivadhanabhakdi B
3. Mr. Narong Srisa-an C
4. Mr. Komen Tantiwiwatthanaphan B
5. Mr. Puchchong Chandhanakij B
6. Ms. Kanoknart Rangsithienchai C
7. Mr. Chukiet Tangpongprush B
8. Mr. Staporn Kavitanon A
9. Prof. Kanung Luchai A
10. Mr. Manu Leopairote A
11. Mr. Ng Tat Pun A
12. Mr. Michael Lau Hwai Keong A
13. Prof. Pornchai Matangkasombut A
14. Mr. Sakthip Krairiksh A
15. Gen. Dr. Choo-Chat Kambhu Na Ayudhya A
16. Mr. Vivat Tejapaibul A
17. Mr. Panote Sirivadhanabhakdi A
18. Mr. Thapana Sirivadhanabhakdi C
19. Mr. Sawat Sopa (1) B
20. Mr. Ueychai Tantha-Obhas (2) C
21. Mr. Sithichai Chaikriangkrai (3) C
22. Dr. Pisanu Vichiensanth C
9.2 Top Executives
(Remark: S$ 1 = Baht 24)
Name of Executives Remuneration Band
1. Mr. Jean Lebreton C
2. Mr. Vichai Chaiyavaranurak B
3. Mr. Somchai Suthikulpanit (4) B
4. Mr. Matthew Kichodhan C
5. Mr. Polapatr Suvarnazorn (5) B
6. Mr. Marut Buranasetkul (6) B
Remarks: (1) Mr. Sawat Sopa was appointed as director by the 2010
Annual General Meeting of Shareholders on April 29, 2010.
(2) Mr. Ueychai Tantha-Obhas was appointed as Executive
Vice President by the Board of Directors Meeting No. 2/2010
on May 14, 2010.
(3) Mr. Sithichai Chaikriangkrai was appointed as Executive
Vice President by the Board of Directors Meeting No. 2/2010
on May 14, 2010.
(4) Mr. Somchai Suthikulpanit ceased from Executive Committee
member and Senior Vice President as he was appointed
as Vice Chairman of Thai Beverage Marketing Co., Ltd. on
February 1, 2011.
(5) Mr. Polapatr Suvarnazorn was appointed as Senior Vice
President by the Board of Directors Meeting No. 2/2010 on
May 14, 2010 and was appointed to be the Executive
Committee member by the Board of Directors Meeting
No. 4/2010 on November 12, 2010.
(6) Mr. Marut Buranasetkul was appointed as Senior Vice
President by the Board of Directors Meeting No. 2/2010 on
May 14, 2010 and was appointed to be the Executive
Committee member by the Board of Directors Meeting
No. 4/2010 on November 12, 2010.
Mr. Karn Chitaravimol was appointed as Senior Vice President
in replace of Mr. Somchai Suthikulpanit by the order of the
Chairman which was authorized by the Board of Directors
Meeting No. 2/2010 on May 14, 2010.
Annual Report 2010 | Thai Beverage Public Company Limited 110
Accountability
Principle 10
The Board is responsible for providing a balanced and
understandable assessment of the Company’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 executives 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 compliance 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 any occurrence of conflict of interests.
Internal Controls
Principle 12
Our Board values a sound management internal control
system. To safeguard shareholders’ investments and the
Company’s assets, the Board 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 the
Corporate Secretariat to oversee the compliance with the
laws concerning the private company, public company
limited and the Securities Laws, which are applicable to
the Company.
In addition to the relevant laws and regulations, the Board
of Directors also announces the Business Ethics and
indicated that all directors, executives and employees be
complied. In the Business Ethics, the Board of Directors
included the policy for the handling of information in order
to protect against unduly handling of information for
personal benefits or the benefits of other persons. It is the
responsibility of the directors, executives and employees
of the Company to prevent any access by unauthorized
persons, and/or disclosure of, non-public information that
may affect the market price of the Company’s shares and
other financial instruments issued by the Company, before
it has been received by the stock exchange, or before the
information has been made public through SGXNET, or still
be price-sensitive information.
In addition the Board of Directors has a policy for directors
and executives on dealing in the Company’s securities.
The directors and executives of the Company are prohibited
from dealing in the Company’s securities from the date
commencing two weeks before the announcement of the
Company financial statements for each of the first three
quarters of the Company’s financial year and one month
before the announcement of the Company’s full year
financial statements, and from trading at any time on
short-term considerations. Under the Company’s Articles,
the Directors must also notify the Company and the SGX-ST
of the particulars of his shareholding interest in the
Company at the time of his appointment and, for so long
as he remains as a Director, of any interest in, and all
changes to, his shareholding in the Company within 2
business days of any such change. The Company Secretary
immediately announces such notice through SGXNET and
within 7 days provides a copy of the notice received to all
other directors.
111
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.
Internal Audit
Principle 13
The Company established the Office of Internal Audit to
assist the Board through the 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 plan was prepared to
ensure that the performance of internal audit is accurate
and complete.
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 2010 Annual General Meeting of Shareholders held
on April 29, 2010, unanimously resolved to approve the
appointment of Ms. Nittaya Chetchotiros, Certified Public
Accountant No. 4439 or Ms. Bongkot Amsageam, Certified
Public Accountant No. 3684, or Mr. Santi Pongjareanpit,
Certified Public Accountant No. 4623 of KPMG Phoomchai
Audit Ltd. to be the auditor of the Company. This
appointment is also complied with Rule 713(1) of the
Listing Manual of Singapore Exchange (Listing Manual).
According to the financial statements ended December 31,
2010, there was no payment made by the Company for the
Non-Audit Fee to the auditor.
Normally, Thai Beverage Public Company Limited and
subsidiaries will appoint KPMG Phoomchai Audit Ltd.
(“KPMG Thailand”) and companies in the group of KPMG
Thailand in various countries to provide audit services.
However, there is one subsidiary in overseas which is
International Beverage Holdings Limited USA, Inc. appointed
different auditor from the Company. The Company’s Audit
Committee and Board of Directors considered and satisfied
that the appointment would not compromise the standard
and effectiveness of the audit of the Company, in
compliance with the Rule 716 of the Listing Manual.
Communication with Shareholders
Principle 14
Not only we make various announcements via SGXNET
to communicate with our shareholders, but our Investor
Relations Unit also works closely with our top executives
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 Investor Relations team regularly meets with
investors to communicate the policies and strategies of the
Company so that investors have a good understanding of
the Company operation. Investor Relations provides timely
detailed information via the corporate website.
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
http://www.thaibev.com/ir.html.
Annual Report 2010 | Thai Beverage Public Company Limited 112
Giving – Mission to Strengthen Relationship
“ThaiBev… Unites to Fight the Cold”, the longstanding project,
carried out for 11 consecutive years, to provide blankets to villagers in
remote areas as a relief from the harsh cold season.
113
Giving—ThaiBev‘s Mission to Strengthen Our Valuable
Relationship
Giving is distinguished as a unique Thai identity. ThaiBev’s
mission includes truly giving with determined purposes
and principles in which the value of such giving does not
only extends to its stakeholders, but also to the
environment surrounded.
ThaiBev’s giving represents its contributions to society
and the environment by fostering environmental
conscience among our staff and the public while
facilitating the development of the society as a whole. We
give to express our sincerity, driven by our gratitude to
mother nature for allowing us to create good things for the
society.
ThaiBev is looking beyond the horizon, regarded as the
frontier of its business. Even though our business has
extended to markets in many parts of the world, there is
still territory that stretches far beyond the horizon. ThaiBev
therefore, takes the concept of being a “Responsible
Company” more seriously than just a business trend. We
combine the concept of environmental conservation with
the long-term development of our business strategies to
make sure that both are compatible with our goal. After
listing on the Singapore Stock Exchange in 2006, ThaiBev
declared its determination to strive for commercial
excellence in the food and beverage industry by developing
its production processes, establishing personnel
excel lence, enhancing advanced technology of
management and production, engaging in charitable
activities, supporting and being socially responsible. The
Environmental Mission was added to contribute to the
world we all share and co-exist so that it may remain
beautiful, with the sound environment and sustainable
prosperity. Giving is infused in the good corporate
governance principles of ThaiBev to express its
determination to nurture the earth.
The summary of achievements in 2010 reflected
outstanding corporate governance, especially in terms of
transparency and professionalism. It has been ThaiBev’s
determination to implement projects to constantly improve
the quality of life of local people in most regions. In 2010,
ThaiBev continued its contributions to the society to assist
both public and private sectors in social, religious,
educational, public health, sports as well as arts and
cultural aspects.
Contributions:• “ThaiBev Unites to Fight the Cold”, the longstanding
project, carried out for 11 consecutive years, to provide
no less than 200,000 blankets each year to villagers in
remote areas as a relief from the harsh cold season. By
2010, the total individuals received the blankets
exceeded 2,200,000 persons.
• Integrated advertising and public relations campaigns
aiming to encourage people to commit good deeds in
coherent with His Majesty the King’s “For Benefit and
Happiness” solemn promise to Thais.
• Activities to improve the quality of life of the locals
living nearby ThaiBev facilities through learning new
professions that can create additional income.
• Following the success of our village sponsorship with
the Population and Community Development Association
(PDA) in Buriram Province, ThaiBev incorporate with
“Adam Scott Foundation” to sponsor our second village
in Khon Kaen.
• Establish ThaiBev Thai Talent program in sports and
arts to support talented Thai youths to reach their
dreams for professionalism or achievement.
• Sponsorship for the “Community Water Resources
Management under the Royal Initiative” project to fight
against draught and to increase agricultural fertility that
leads to sustainable prosperity of the community.
CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT
Annual Report 2010 | Thai Beverage Public Company Limited 114
Top-left: ThaiBev, in cooperation with Sirivadhanabhakdi Foundation,
sponsored construction of a new building worth Baht 2.4 billion
of Bhumirajanagarindra Kidney Institute, for kidney patients
caring.
Bottom-left: ThaiBev provides integrated support to several projects
nationwide at community and national levels, ranging from
scholarship programs, building construction, teaching and
education materials, and lunch projects at many schools.
Top-right : “ThaiBev Football Academy” (TBFA), aims to develop and
encourage football spirits through sponsorship granted to
the Football Association of Thailand.
Bottom-right: ThaiBev supported an orchestra of the College of Music,
Mahidol University, in order to develop the music potential of
youth comparable to the international level.
• On social aspects, we continue to promote moderate
drinking and cooperating with authority on drink-drive
activities to prevent road accidents.
• On education, ThaiBev adheres to the principle that the
nation’s sustainable future equals a long-term
investment, and that only education holds the key to
the most solid foundation of the Thai society in the long
run. Therefore, ThaiBev continues to provide scholarship
for those with academic excellence, financial aid for
building construction, educational and teaching
materials, for general individuals as well as to staff.
• On sports, ThaiBev regards sports as a method to refine
the minds and health of people; therefore, it provides
continuous supports to various sports associations.
Each year, ThaiBev increases direct and indirect
assistance measures namely, funding, consultation,
and operation, for major sports associations and major
sports events that Thailand participates in, such as
volleyball, golf, billiards, tennis, and especially football.
ThaiBev opens a window of opportunity for the football
industry to develop and encourage football spirits in
wider demographics through sponsorship granted to the
Football Association of Thailand, various football clubs
115
Beer Thai (1991) Public Company Limited
in Kamphaeng Phet Province won the industrial award 2010
in the category of environmental conservation.
in Thai league, Everton Football Club, and the
establishment of the “ThaiBev Football Academy”
(TBFA) project, which contributes to the social
sustainability. TBFA will soon open its second branch to
serve the needs of thousands of children from several
communities in Bangkok.
• On public health, ThaiBev deeply cares about the health
of underprivileged people in remote and rural parts of
the country. It has provided constant support in forms
of funds and operations related to public health, as
captured below.
– ThaiBev takes a team of reputable physicians to give
free medical checkups and treatments at Chang Clinic
in Kamphaeng Phet province on a monthly basis.
– Donate medical equipment and tools to the Princess
Mother’s Medical Volunteer Foundation (PMMV).
– Sponsor the mobile unit of prosthetic limbs of
Mahavachiralongkorn Foundation and several others.
– Donate and support Bhumirajanagarindra Kidney
Institute Foundation such as seminars and building
the kidney hospital.
– Help wildlife injured in accidents by provide fund for
vehicles to the wildlife rescue unit of the Royal Forest
Department.
– Help natural-disaster victims.
• Preservation of Thai Arts and Culture by supporting
university symphony orchestras, exhibitions, traditional
fairs, and so on.
These are parts of the mission and responsibility held dear
by ThaiBev under the belief that it is the duty of an entity
with corporate governance and social responsibility to bring
true happiness to society through giving, especially when
the act of giving expands beyond the horizon of business.
ThaiBev believes that being a Responsible Company is the
true Thai way of giving—a firm commitment by ThaiBev—
along with its business operation. This is one of the ultimate
goals of our journey beyond the horizon.
Annual Report 2010 | Thai Beverage Public Company Limited 116
1 2 3 4
AUDIT COMMITTEE
1. Mr. Staporn Kavitanon
Chairman of the Audit Committee
2. Mr. Kanung Luchai
Audit Committee member
3. Mr. Manu Leopairote
Audit Committee member
4. Mr. Ng Tat Pun
Audit Committee member
117
4. Approved the 2011 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.
5. Proposed KPMG Phoomchai Audit Limited to continue
the role as the Company’s external auditor in 2011 and
the remuneration to the Board of Directors for approval
of the shareholders at the Annual General Meeting.
The Audit Committee considered and was satisfied
with the independence, performance, competency and
experience of the external auditor.
The Audit Committee is of the view that the Company’s
financial statements have been prepared in accordance
with the generally accepted accounting standards. The
interested person transactions have been accurate, fairly
disclosed and in compliance with corporate governance
practices. The Company’s internal controls have been both
adequate and appropriate to its business and found no
material discrepancy.
Staporn Kavitanon
Chairman of the Audit Committee
February 22, 2011
The Audit Committee of Thai Beverage Public Company
Limited consists of 4 independent directors who are
appropriately qualified to discharge their responsibilities,
namely Mr. Staporn Kavitanon as Chairman of the Audit
Committee, Mr. Kanung Luchai, Mr. Manu Leopairote and
Mr. Ng Tat Pun as Audit Committee members. The Audit
Committee is guided by the Audit Committee Charter
approved by the Board of Directors which clearly set out
its authority, responsibilities and duties.
In 2010, the Audit Committee held 4 regular 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 full-year financial statements
of the Company, including key significant financial
reporting issues, to ensure accuracy, reliability, complete
and adequate disclosure of significant information and
in accordance with the generally accepted accounting
standards. The Audit Committee then recommended
the quarterly financial results to the Board of Directors
for approval, as well as the annual financial results to
the Board of Directors for endorsement and approval of
the shareholders at the Annual General Meeting.
2. Reviewed interested person transactions and transactions
that may lead to conflict of interests to ensure their
compliance with the Company’s policy and corporate
governance principles with proper transparency and
disclosure.
3. Reviewed and assessed the adequacy and appropriateness
of the Company’s internal controls through the oversight
and audits of the Internal Audit Office.
AUDIT COMMITTEE REPORT
Annual Report 2010 | Thai Beverage Public Company Limited 118
I have audited the accompanying consolidated and separate
balance sheets as at 31 December 2010 and 2009, and
the related statements of income, changes in equity and
cash flows for the years then ended of Thai Beverage
Public Company Limited and its subsidiaries, and of
Thai Beverage Public Company Limited, respectively. The
Company’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.
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 2010
and 2009 and the results of operations and cash flows for
the years then ended of Thai Beverage Public Company
Limited and its subsidiaries, and of Thai Beverage Public
AUDIT REPORT OF CERTIFIED PUBLIC ACCOUNTANT
Company Limited, respectively, in accordance with generally
accepted accounting principles.
Disclosure of significant differences between Thai Financial
Reporting Standards 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 37 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
23 February 2011
To the Shareholders of Thai Beverage Public Company Limited
119
Consolidated
financial statements
Separate
financial statements
Assets Note 2010 2009 2010 2009
(in Baht)
Current assets
Cash and cash equivalents 6 3,358,696,022 2,590,213,439 22,849,120 128,663,235
Current investments 7 795,459 3,744,237 - -
Trade accounts receivable 5, 8 1,921,770,225 2,050,389,992 - -
Short-term loans to and
other receivables from related parties 5 790,866,676 503,887,458 2,370,666,238 2,995,032,567
Inventories 9 27,146,320,485 26,194,210,534 - -
Other current assets 10 1,971,422,068 2,148,994,269 18,901,550 13,849,022
TOTAL CURRENT ASSETS 35,189,870,935 33,491,439,929 2,412,416,908 3,137,544,824
Non-current assets
Investments in subsidiaries 11 - - 80,047,424,542 80,091,287,047
Investments in associates 12 122,755,082 127,832,595 - -
Other long-term investments 7 13,797,886 10,588,899 - -
Long-term loans to and
other receivables from related parties 5 39,405,277 51,908,826 2,502,181,738 3,466,307,738
Property, plant and equipment 13 36,442,590,607 37,745,873,799 47,129,294 62,938,895
Intangible assets 14 3,200,711,244 3,286,735,878 24,042,689 31,069,390
Leasehold rights 15 193,341,836 213,351,580 - -
Other non-current assets 16 2,099,718,673 2,221,933,597 314,936,650 325,816,250
TOTAL NON-CURRENT ASSETS 42,112,320,605 43,658,225,174 82,935,714,913 83,977,419,320
TOTAL ASSETS 77,302,191,540 77,149,665,103 85,348,131,821 87,114,964,144
BALANCE SHEETSAs at 31 December 2010 and 2009
The accompanying notes are an integral part of these financial statements.
Annual Report 2010 | Thai Beverage Public Company Limited 120
Consolidated
financial statements
Separate
financial statements
Liabilities and equity Note 2010 2009 2010 2009
(in Baht)
Current liabilities
Bank overdrafts and short-term loans
from financial institutions 17 6,262,242,793 5,718,476,373 5,000,000,000 3,100,000,000
Trade accounts payable 5, 18 3,757,164,726 3,139,839,924 - -
Current portion of long-term loans
from financial institutions 17 2,500,000,000 3,765,000,000 2,500,000,000 3,765,000,000
Short-term loans from and
other payables to related parties 5, 17 163,275,883 153,590,445 6,083,425,215 7,390,687,827
Short-term loans from other party - 2,200,000 - -
Income tax payable 2,225,876,373 2,222,224,192 144,375,369 24,745,821
Other current liabilities 19 3,461,275,011 3,088,996,006 144,233,439 159,410,338
TOTAL CURRENT LIABILITIES 18,369,834,786 18,090,326,940 13,872,034,023 14,439,843,986
Non-current liabilities
Long-term loans from and
other payables to related parties 5, 17 285,526 897,087 10,402,800,000 9,742,700,000
Long-term loans from
financial institutions 17 600,000,000 2,500,000,000 - 2,500,000,000
Other non-current liabilities 103,702,329 114,860,331 - -
TOTAL NON-CURRENT LIABILITIES 703,987,855 2,615,757,418 10,402,800,000 12,242,700,000
TOTAL LIABILITIES 19,073,822,641 20,706,084,358 24,274,834,023 26,682,543,986
BALANCE SHEETSAs at 31 December 2010 and 2009
The accompanying notes are an integral part of these financial statements.
121
Consolidated
financial statements
Separate
financial statements
Liabilities and equity Note 2010 2009 2010 2009
(in Baht)
Equity
Share capital 20
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 4 (19,732,320,907) (19,732,233,059) - -
Premium on ordinary shares 21 17,215,736,603 17,215,736,603 17,215,736,603 17,215,736,603
Fair value changes and revaluation
differences on assets 21 4,262,882,677 4,262,882,677 - -
Currency translation differences (1,923,389,031) (1,331,393,075) - -
Retained earnings
Appropriated - legal reserve 21 2,900,000,000 2,900,000,000 2,900,000,000 2,900,000,000
Unappropriated 30,111,160,538 27,785,867,220 15,847,536,195 15,206,658,555
TOTAL EQUITY ATTRIBUTABLE TO
EQUITY HOLDERS OF THE COMPANY 57,944,094,880 56,210,885,366 61,073,297,798 60,432,420,158
Minority interests 284,274,019 232,695,379 - -
TOTAL EQUITY 58,228,368,899 56,443,580,745 61,073,297,798 60,432,420,158
TOTAL LIABILITIES AND EQUITY 77,302,191,540 77,149,665,103 85,348,131,821 87,114,964,144
BALANCE SHEETSAs at 31 December 2010 and 2009
The accompanying notes are an integral part of these financial statements.
Annual Report 2010 | Thai Beverage Public Company Limited 122
STATEMENTS OF INCOMEFor the years ended 31 December 2010 and 2009
Consolidated
financial statements
Separate
financial statements
Note 2010 2009 2010 2009
(in Baht)
Income 5
Revenue from sale of goods 121,361,355,617 107,969,216,150 - -
Management fees - - 2,903,484,765 2,594,776,788
Interest income 12,672,997 15,555,840 252,462,454 348,116,720
Dividends - - 8,289,511,707 8,237,578,932
Other income 23 350,656,454 262,276,825 58,083,605 12,094,186
TOTAL INCOME 121,724,685,068 108,247,048,815 11,503,542,531 11,192,566,626
Expenses 5, 27
Cost of sale of goods 88,097,084,609 76,609,559,464 - -
Cost of rendering of services - - 1,013,606,212 921,094,859
Selling expenses 24 7,287,561,335 5,784,519,888 - -
Administrative expenses 25 10,948,771,780 10,009,359,545 20,685,841 18,797,854
Management benefit expenses 26 338,086,268 301,396,844 294,921,534 265,956,844
TOTAL EXPENSES 106,671,503,992 92,704,835,741 1,329,213,587 1,205,849,557
Share of profit of associates, net of
income tax 10,422,725 11,221,936 - -
Profit before finance costs and
income tax expense 15,063,603,801 15,553,435,010 10,174,328,944 9,986,717,069
Finance costs 28 (258,712,073) (548,600,526) (950,846,638) (1,126,923,188)
Profit before income tax expense 14,804,891,728 15,004,834,484 9,223,482,306 8,859,793,881
Income tax expense 29 (4,083,980,588) (4,361,795,875) (296,296,416) (216,511,391)
Profit for the year 10,720,911,140 10,643,038,609 8,927,185,890 8,643,282,490
Profit attributable to:
Equity holders of the Company 10,611,601,568 10,566,412,729 8,927,185,890 8,643,282,490
Minority interests 109,309,572 76,625,880 - -
Profit for the year 10,720,911,140 10,643,038,609 8,927,185,890 8,643,282,490
BASIC EARNINGS PER SHARE 31 0.42 0.42 0.36 0.34
The accompanying notes are an integral part of these financial statements.
123
The a
ccom
panyin
g n
ote
s a
re a
n inte
gra
l part
of
these fi
nancia
l sta
tem
ents
.
Consoli
date
d f
inancia
l sta
tem
ents
Reta
ined e
arn
ings
Note
Issu
ed
and p
aid
-up
share
capit
al
Dif
fere
nce
ari
sing f
rom
com
mon
contr
ol
transa
cti
ons
Pre
miu
m o
n
ord
inary
share
s
Fair
valu
e
changes
and
reva
luati
on
dif
fere
nces
Curr
ency
transl
ati
on
dif
fere
nces
Legal re
serv
eU
nappro
priate
d
Tota
l equity
att
ributa
ble
to
equity
hold
ers
of
the C
om
pany
Min
ori
ty
inte
rest
s
Tota
l
equit
y
(in B
aht)
Bal
ance
at
1 J
anua
ry 2
00
925
,110
,025
,000
(1
9,72
8,26
8,05
9)17
,215
,736
,603
4,
262,
802,
105
(1
,503
,025
,118
)2,
900,
000,
000
25
,505
,762
,741
53
,763
,033
,272
23
8,26
1,19
6
54,0
01,2
94,4
68
Unre
alise
d g
ain
s fr
om
change in f
air
valu
e o
n
an a
vailable
for
sale
inve
stm
ent
-
-
-
80,5
72
-
-
-
80,5
72
-
80,5
72
Tra
nsl
ati
on o
f financia
l st
ate
ment
dif
fere
nces
-
-
-
-
171,6
32,0
43
-
-
171,6
32,0
43
-
171,6
32,0
43
Inco
me
reco
gnis
ed d
irec
tly
in
equ
ity
-
-
-
80,5
72
171,6
32,0
43
-
-
171,
712,
615
-
171,
712,
615
Pro
fit
for
the y
ear
-
-
-
-
-
-
10,5
66,4
12,7
29
10,5
66,4
12,7
29
76,6
25,8
80
10,6
43,0
38,6
09
TO
TA
L R
EC
OG
NIS
ED
IN
CO
ME
-
-
-
80,5
72
171,
632,
043
-
10,5
66,4
12,7
29
10,7
38,1
25,3
44
76,6
25,8
80
10,8
14,7
51,2
24
Eff
ects
of
change t
o p
erc
enta
ge
of
hold
ing
-
-
-
-
-
-
-
-
(3,8
74,2
47)
(3,8
74,2
47)
Consi
dera
tion p
aid
to e
quity
hold
ers
of
subsi
dia
ries
for
com
mon c
ontr
ol
tr
ansa
ctions
4
-
(3,9
65,0
00)
-
-
-
-
-
(3,9
65,0
00)
-
(3,9
65,0
00)
Div
idends
32
-
-
-
-
-
-
(8,2
86,3
08,2
50)
(8,2
86,3
08,2
50)
(78,3
17,4
50)
(8,3
64,6
25,7
00)
Bal
ance
at
31
Dec
embe
r 2
00
925
,110
,025
,000
(1
9,73
2,23
3,05
9)17
,215
,736
,603
4,
262,
882,
677
(1
,331
,393
,075
)2,
900,
000,
000
27
,785
,867
,220
56
,210
,885
,366
23
2,69
5,37
9
56,4
43,5
80,7
45
STA
TE
ME
NTS
OF C
HA
NG
ES
IN
EQ
UIT
YFor
the y
ears
ended 3
1 D
ecem
ber
20
10
and 2
00
9
Annual Report 2010 | Thai Beverage Public Company Limited 124
The a
ccom
panyin
g n
ote
s a
re a
n inte
gra
l part
of
these fi
nancia
l sta
tem
ents
.
Consoli
date
d f
inancia
l sta
tem
ents
Reta
ined e
arn
ings
Note
Issu
ed
and p
aid
-up
share
capit
al
Dif
fere
nce
ari
sing f
rom
com
mon
contr
ol
transa
cti
ons
Pre
miu
m o
n
ord
inary
share
s
Fair
valu
e
changes
and
reva
luati
on
dif
fere
nces
Curr
ency
transl
ati
on
dif
fere
nces
Legal re
serv
eU
nappro
priate
d
Tota
l equity
att
ributa
ble
to
equity
hold
ers
of
the C
om
pany
Min
ori
ty
inte
rest
s
Tota
l
equit
y
(in B
aht)
Bal
ance
at
1 J
anua
ry 2
01
02
5,1
10
,02
5,0
00
(1
9,7
32
,23
3,0
59
)1
7,2
15
,73
6,6
03
4
,26
2,8
82
,67
7
(1,3
31
,39
3,0
75
)2
,90
0,0
00
,00
0
27
,78
5,8
67
,22
0
56
,21
0,8
85
,36
6
23
2,6
95
,37
9
56
,44
3,5
80
,74
5
Tra
nsl
ati
on o
f financia
l st
ate
ment
dif
fere
nces
-
-
-
-
(59
1,9
95
,95
6)
-
-
(59
1,9
95
,95
6)
- (5
91
,99
5,9
56
)
Exp
ense
rec
ogni
sed
dire
ctly
in
equ
ity
-
-
-
-
(59
1,9
95
,95
6)
-
-
(59
1,9
95
,95
6)
- (5
91
,99
5,9
56
)
Pro
fit
for
the y
ear
-
-
-
-
-
-
10
,61
1,6
01
,56
8
10
,61
1,6
01
,56
8
10
9,3
09
,57
2
10
,72
0,9
11
,14
0
TO
TA
L R
EC
OG
NIS
ED
IN
CO
ME
AN
D
E
XP
EN
SE
-
-
-
-
(59
1,9
95
,95
6)
- 1
0,6
11
,60
1,5
68
1
0,0
19
,60
5,6
12
1
09
,30
9,5
72
1
0,1
28
,91
5,1
84
Eff
ects
of
change t
o p
erc
enta
ge
o
f hold
ing
-
-
-
-
-
-
-
- 9
,72
1,5
89
9
,72
1,5
89
Consi
dera
tion p
aid
to e
quit
y hold
ers
o
f su
bsi
dia
ries
for
com
mon c
ontr
ol
t
ransa
cti
ons
4
- (8
7,8
48
)
-
-
-
-
-
(87
,84
8)
- (8
7,8
48
)
Div
idends
32
-
-
-
-
-
- (8
,28
6,3
08
,25
0)
(8,2
86
,30
8,2
50
)(6
7,4
52
,52
1)
(8,3
53
,76
0,7
71
)
Bal
ance
at
31
Dec
embe
r 2
01
02
5,1
10
,02
5,0
00
(1
9,7
32
,32
0,9
07
)1
7,2
15
,73
6,6
03
4
,26
2,8
82
,67
7
(1,9
23
,38
9,0
31
)2
,90
0,0
00
,00
0
30
,11
1,1
60
,53
8
57
,94
4,0
94
,88
0
28
4,2
74
,01
9
58
,22
8,3
68
,89
9
STA
TE
ME
NTS
OF C
HA
NG
ES
IN
EQ
UIT
YFor
the y
ears
ended 3
1 D
ecem
ber
20
10
and 2
00
9
125
The a
ccom
panyin
g n
ote
s a
re a
n inte
gra
l part
of
these fi
nancia
l sta
tem
ents
.
Sepera
te f
inancia
l sta
tem
ents
Note
Reta
ined e
arn
ings
Issu
ed
and p
aid
-up
share
capit
al
Pre
miu
m o
n
ord
inary
share
sLegal re
serv
eU
nappro
pri
ate
d
Tota
l equit
y
att
ributa
ble
to
equit
y hold
ers
of
the C
om
pany
(in B
aht)
Bal
ance
at
1 J
anua
ry 2
00
92
5,1
10
,02
5,0
00
1
7,2
15
,73
6,6
03
2
,90
0,0
00
,00
0
14
,84
9,6
84
,31
5
60
,07
5,4
45
,91
8
Pro
fit
for
the y
ear
-
-
- 8
,64
3,2
82
,49
0
8,6
43
,28
2,4
90
Div
idends
32
-
-
-
(8,2
86
,30
8,2
50
)(8
,28
6,3
08
,25
0)
Bal
ance
at
31
Dec
embe
r 2
00
9 a
nd
1
Jan
uary
20
10
25
,11
0,0
25
,00
0
17
,21
5,7
36
,60
3
2,9
00
,00
0,0
00
1
5,2
06
,65
8,5
55
6
0,4
32
,42
0,1
58
Pro
fit
for
the y
ear
-
-
- 8
,92
7,1
85
,89
0
8,9
27
,18
5,8
90
Div
idends
32
-
-
-
(8,2
86
,30
8,2
50
)(8
,28
6,3
08
,25
0)
Bal
ance
at
31
Dec
embe
r 2
01
02
5,1
10
,02
5,0
00
1
7,2
15
,73
6,6
03
2
,90
0,0
00
,00
0
15
,84
7,5
36
,19
5
61
,07
3,2
97
,79
8
STA
TE
ME
NTS
OF C
HA
NG
ES
IN
EQ
UIT
YFor
the y
ears
ended 3
1 D
ecem
ber
20
10
and 2
00
9
Annual Report 2010 | Thai Beverage Public Company Limited 126
Consolidated
financial statements
Separate
financial statements
Note 2010 2009 2010 2009
(in Baht)
Cash flows from operating activities
Profit for the year 10,720,911,140 10,643,038,609 8,927,185,890 8,643,282,490
Adjustments for
Depreciation and amortisation 4,492,427,645 4,355,958,603 35,096,090 37,101,713
Interest income (12,672,997) (15,555,840) (252,462,454) (348,116,720)
Finance costs 258,712,073 548,600,526 950,846,638 1,126,923,188
Unrealised (gain) loss on exchange 14,298,232 (8,464,378) (33,825) (187)
Bad debts and (reversal of) doubtful
debts expense (2,940,252) 40,579,017 - -
Amortisation of advance payments to a specialist 50,000,000 50,000,000 9,375,000 9,375,000
Write-off and (reversal of) allowance for
obsolete inventories (90,886,558) (184,325,749) - -
Write-off and (gain) loss on disposal of property,
plant and equipment and intangible assets (102,153,207) (72,823,714) (18,554) (2,919,788)
Gain on sale of investment (53,017,401) - (49,047,500) -
Dividends - - (8,289,511,707) (8,237,578,932)
Share of profit of associates, net of income tax (10,422,725) (11,221,936) -
Income tax expense 4,083,980,589 4,361,795,875 296,296,416 216,511,391
19,348,236,539 19,707,581,013 1,627,725,994 1,444,578,155
Changes in operating assets and liabilities
Trade accounts receivable 131,617,693 (539,636,623) - -
Other receivables from related parties (274,595,642) (456,438,174) (46,123,999) (47,983,161)
Inventories (861,223,393) 3,863,494,180 - -
Other current assets 176,038,015 (387,615,549) (5,052,528) (191,623)
Trade accounts payable 612,480,745 (257,334,906) - -
Other payables to related parties 9,054,372 24,681,391 (1,685,375) (12,779,953)
Other current liabilities 162,055,039 (24,636,898) (11,046,586) 20,775,993
Other non-current liabilities (10,785,555) 20,439,338 - -
Income tax paid (4,080,328,408) (4,329,085,759) (176,666,868) (329,686,209)
NET CASH PROVIDED BY OPERATING ACTIVITIES 15,212,549,405 17,621,448,013 1,387,150,638 1,074,713,202
STATEMENTS OF CASH FLOWSFor the years ended 31 December 2010 and 2009
The accompanying notes are an integral part of these financial statements.
127
STATEMENTS OF CASH FLOWSFor the years ended 31 December 2010 and 2009
Consolidated
financial statements
Separate
financial statements
Note 2010 2009 2010 2009
(in Baht)
Cash flows from investing activities
Interest received 12,554,868 15,599,523 265,678,783 355,677,681
Dividends received - - 8,289,511,707 8,237,578,932
Decrease in current investments 2,948,778 5,378,615 - -
Loans to related parties - - 1,621,400,000 2,816,196,822
(Increase) decrease in other long-term
investments (3,427,172) 90,536 -
-
Purchase of property, plant and equipment (3,109,959,947) (2,287,993,168) (16,038,852) (33,340,747)
Sale of property, plant and equipment 145,105,057 120,800,725 24,701 4,805,491
Purchase of intangible assets (30,583,006) (25,564,866) (2,061,932) (4,601,515)
(Increase) decrease in other non-current assets 72,214,924 (203,008,977) 1,504,600 -
Increase in share capital in subsidiaries - - - (2,886,205,850)
Purchase of investments (2,033,127) (458,041,032) (2,499,995) (43,379,133)
Net cash inflow on disposal of subsidiaries 95,410,000 - 95,410,000 -
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES (2,817,769,625) (2,832,738,644) 10,252,929,012 8,446,731,681
The accompanying notes are an integral part of these financial statements.
Annual Report 2010 | Thai Beverage Public Company Limited 128
Consolidated
financial statements
Separate
financial statements
Note 2010 2009 2010 2009
(in Baht)
Cash flows from financing activities
Interest paid (257,970,707) (566,484,489) (950,685,515) (1,113,177,092)
Dividends paid to equity holders of the
Company (8,286,308,250) (8,286,308,250) (8,286,308,250) (8,286,308,250)
Dividends paid to minority interests (67,452,521) (78,317,450) - -
Increase (decrease) in bank overdrafts and
short-term loans from financial institutions 543,766,420 (2,982,885,369) 1,900,000,000 (2,146,160,794)
Increase (decrease) in loans from related
parties -
- (643,900,000) 4,473,900,000
Proceeds from long-term loans from
financial institutions 600,000,000 3,000,000,000 - 3,000,000,000
Repayment of short-term loans from other
party (2,200,000) (4,800,000)
-
-
Repayment of long-term loans from
financial institutions (3,765,000,000) (5,325,000,000) (3,765,000,000) (5,325,000,000)
NET CASH USED IN FINANCING ACTIVITIES (11,235,165,058) (14,243,795,558) (11,745,893,765) (9,396,746,136)
Net increase (decrease) in cash and
cash equivalents 1,159,614,722 544,913,811 (105,814,115) 124,698,747
Cash and cash equivalents at beginning of year 2,590,213,439 1,920,971,995 128,663,235 3,964,488
Effect of exchange rate changes on balances
held in foreign currencies (391,132,139) 124,327,633 - -
CASH AND CASH EQUIVALENTS
AT END OF YEAR
6
3,358,696,022 2,590,213,439 22,849,120 128,663,235
STATEMENTS OF CASH FLOWSFor the years ended 31 December 2010 and 2009
The accompanying notes are an integral part of these financial statements.
129
Note Contents
1 General information
2 Basis of preparation of the financial statements
3 Significant accounting policies
4 Common control transactions and acquisitions
5 Related party transactions and balances
6 Cash and cash equivalents
7 Other investments
8 Trade accounts receivable
9 Inventories
10 Other current assets
11 Investments in subsidiaries
12 Investments in associates
13 Property, plant and equipment
14 Intangible assets
15 Leasehold rights
16 Other non-current assets
17 Interest-bearing liabilities
18 Trade accounts payable
19 Other current liabilities
20 Share capital
21 Additional paid-in capital and reserves
22 Segment information
23 Other income
24 Selling expenses
25 Administrative expenses
26 Employee benefit expenses
27 Expenses by nature
28 Finance costs
29 Income tax expense
30 Promotional privileges
31 Basic earnings per share
32 Dividends
33 Financial instruments
34 Commitments with non-related parties
35 Events after the reporting period
36 Thai Financial Reporting Standards (TFRS)
not yet adopted
37 Significant differences between TFRS and IFRS
NOTE TO THE FINANCIAL STATEMENTSFor the years ended 31 December 2010 and 2009
Annual Report 2010 | Thai Beverage Public Company Limited 130
These notes form an integral part of the financial statements.
The financial statements were authorised for issue by the Board of Directors on 23 February 2011.
1. General Information
Thai Beverage Public Company Limited, the “Company”, is incorporated in Thailand and has its registered office 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 Group are the production, distribution of alcoholic and non-alcoholic beverages, Japanese
restaurants and bakery shops. Details of the Company’s subsidiaries and associates as at 31 December 2010 and 2009
were as follows:
Name of the entity Type of business
Country of
incorporation
Ownership
interest (%)
2010 2009
Direct subsidiaries
1. Beer Thai (1991) PCL. Beer brewery and production of
drinking water and soda water Thailand 100.00 100.00
2. Beer Thip Brewery (1991) Co., Ltd. Beer brewery and production of
drinking water and soda water Thailand 100.00 100.00
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
11. Kankwan Co., Ltd. Spirits distillery Thailand 100.00 100.00
12. Theparunothai Co., Ltd. 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. Pomthip Co., Ltd. Beer and non-alcoholic
beverages distributor
Thailand 100.00 100.00
20. Pomkit Co., Ltd. Beer and non-alcoholic
beverages distributor
Thailand 100.00 100.00
131
Name of the entity Type of business
Country of
incorporation
Ownership
interest (%)
2010 2009
Direct subsidiaries (continued)
21. Pomkung Co., Ltd. Beer and non-alcoholic
beverages distributor
Thailand 100.00 100.00
22. Pomchok Co., Ltd. Beer and non-alcoholic
beverages distributor
Thailand 100.00 100.00
23. Pomcharoen Co., Ltd. Beer and non-alcoholic
beverages distributor
Thailand 100.00 100.00
24. Pomburapa Co., Ltd. Beer and non-alcoholic Thailand 100.00 100.00
beverages distributor
25. Pompalang Co., Ltd. Beer and non-alcoholic Thailand 100.00 100.00
beverages distributor
26. Pomnakorn Co., Ltd. Beer and non-alcoholic Thailand 100.00 100.00
beverages distributor
27. Num Yuk Co., Ltd. Spirits distributor Thailand 100.00 100.00
28. Num Kijjakarn Co., Ltd. Spirits distributor Thailand 100.00 100.00
29. Num Palang Co., Ltd. Spirits distributor Thailand 100.00 100.00
30. Num Muang Co., Ltd. Spirits distributor Thailand 100.00 100.00
31. Num Nakorn Co., Ltd. Spirits distributor Thailand 100.00 100.00
32. Num Thurakij Co., Ltd. Spirits distributor Thailand 100.00 100.00
33. Numrungrod Co., Ltd. Spirits distributor Thailand 100.00 100.00
34. Numthip Co., Ltd. Spirits distributor Thailand 100.00 100.00
35. Thipchalothorn Co., Ltd. Beer, spirits and non-alcoholic Thailand 100.00 100.00
beverages agency
36. Krittayabun Co., Ltd. Beer, spirits and non-alcoholic Thailand 100.00 100.00
beverages agency
37. Surathip Co., Ltd. Beer, spirits and non-alcoholic Thailand 100.00 100.00
beverages agency
38. Sunthronpirom Co., Ltd. Beer, spirits and non-alcoholic Thailand 100.00 100.00
beverages agency
39. Piromsurang Co., Ltd. Beer, spirits and non-alcoholic Thailand 100.00 100.00
beverages agency
40. Thai Beverage Energy Co., Ltd. Trading of bio gas Thailand 100.00 100.00
41. Wrangyer Beverage (2008) Co., Ltd. Production and distribution of Thailand 100.00 100.00
energy drink
42. Thai Molasses Co., Ltd. Trading of molasses Thailand 99.72 99.72
43. Feed Addition Co., Ltd. Trading of feeds and fertilizer Thailand 100.00 100.00
44. Pan International (Thailand) Co., Ltd. Trading of supplies and
procurement
Thailand 100.00 100.00
45. Charun Business 52 Co., Ltd. Brick producer and Thailand 100.00 100.00
distribution of spirits
Annual Report 2010 | Thai Beverage Public Company Limited 132
Name of the entity Type of business
Country of
incorporation
Ownership
interest (%)
2010 2009
Direct subsidiaries (continued)
46. Thai Cooperage Co., Ltd. Oak barrel producer Thailand 100.00 100.00
47. Thai Beverage Recycle Co., Ltd. Trading of bottles Thailand 100.00 100.00
48. Thai Beverage Logistics Co., Ltd. Transportation and distribution Thailand 100.00 100.00
49. Thai Beverage Marketing Co., Ltd. Import and export spirits for Thailand 100.00 100.00
trading/ international marketing
and non-alcoholic beverages
agency
50. Dhanasindhi Co., Ltd. Construction Thailand 100.00 100.00
51. Dhospaak Co., Ltd. Advertising agency Thailand 100.00 100.00
52. Thai Beverage Training Co., Ltd. Training Thailand 100.00 -
53. International Beverage Holdings Limited Holding company Hong Kong 100.00 100.00
54. Cosmos Brewery (Thailand) Co., Ltd. Beer brewery and production of Thailand 100.00 100.00
drinking water and soda water
55. Thai Beverage Brands Co., Ltd. Trademark holding Thailand 100.00 100.00
56. Beer Chang Co., Ltd. Trademark holding and
production
Thailand 100.00 100.00
of concentrate materials
57. Archa Beer Co., Ltd. Trademark holding and
production
Thailand 100.00 100.00
of concentrate materials
58. Sura Piset Phatra Lanna Co., Ltd. Holding company Thailand 100.00 100.00
59. Thai Drinks Co., Ltd. Distribution of beverages Thailand 100.00 100.00
60. Oishi Group PCL. Japanese restaurants,
bakery shops and distribution of
food and beverage
Thailand 89.26 89.93
Indirect subsidiaries
61. Thai Thum Distillery Co., Ltd. # Production and distribution
of spirits
Thailand 99.90 99.90
62. Sura Piset Sahasan Co., Ltd. # Trading of spirits Thailand 100.00 100.00
63. Sura Piset Sampan Co., Ltd. # Trading of spirits Thailand 100.00 100.00
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. International Beverage Holdings
(China) Limited
Holding company Hong Kong 100.00 100.00
133
Name of the entity Type of business
Country of
incorporation
Ownership
interest (%)
2010 2009
Indirect subsidiaries (continued)
71. United Products Co., Ltd. Production and distribution
of spirits
Thailand 99.99 99.55
72. S P M Foods & Beverages Co., Ltd. Production and distribution of
drinking water and energy drinks
and spirits agency
Thailand 99.83 99.83
73. Oishi Trading Co., Ltd. Production and distribution of
food and beverage
Thailand 89.26 89.93
74. Oishi Ramen Co., Ltd. Japanese ramen restaurants Thailand 89.26 89.93
75. Chang Beer International Co., Ltd. # Dormant Thailand 100.00 100.00
76. Maekhong Distillery Limited Consultancy service Thailand 100.00 100.00
77. Chang International Co., Ltd. # Dormant Thailand 100.00 100.00
78. Chang Corp Co., Ltd. # Dormant Thailand 100.00 100.00
79. Super Brands Company Pte. Ltd. Trademark holding Singapore 100.00 -
80. Beer Chang International Limited Not yet operated Singapore 100.00 -
Subsidiaries of indirect subsidiaries
81. International Beverage Holdings
Limited USA, Inc. *
Trading of alcoholic beverages United States
of America
100.00 100.00
82. Blairmhor Limited *# Holding Company United Kingdom 100.00 100.00
83. Inver House Distillers Limited * Production and distribution
of spirits
United Kingdom 100.00 100.00
84. InterBev Trading (China) Limited ** Trading of alcoholic beverages People’s Republic
of China
100.00 100.00
85. Yunnan Yulinquan Liquor Co., Ltd.** Spirits distillery People’s Republic
of China
100.00 100.00
86. Blairmhor Distillers Limited *# Dormant United Kingdom 100.00 100.00
87. Wee Beastie Limited *# Dormant United Kingdom 100.00 100.00
88. Moffat & Towers Limited *# Dormant United Kingdom 100.00 100.00
89. Glen Calder Blenders Limited *# Dormant United Kingdom 100.00 100.00
90. Hankey Bannister &
Company Limited *#
Dormant United Kingdom 100.00 100.00
91. R. Carmichael & Sons Limited *# Dormant United Kingdom 100.00 100.00
92. J MacArthur Junior &
Company Limited *#
Dormant United Kingdom 100.00 100.00
93. Mason & Summers Limited *# Dormant United Kingdom 100.00 100.00
94. James Catto & Company Limited *# Dormant United Kingdom 100.00 100.00
95. The Knockdhu Distillery Co., Ltd. *# Dormant United Kingdom 100.00 100.00
96. Speyburn-Glenlivet Distillery Co., Ltd. *# Dormant United Kingdom 100.00 100.00
97. The Pulteney Distillery Co., Ltd. *# Dormant United Kingdom 100.00 100.00
98. The Balblair Distillery Co., Ltd. *# Dormant United Kingdom 100.00 100.00
Annual Report 2010 | Thai Beverage Public Company Limited 134
Name of the entity Type of business
Country of
incorporation
Ownership
interest (%)
2010 2009
Associates of indirect subsidiaries ***
99. Liquorland Limited Off licences United Kingdom 49.49 49.49
100. Inver House Polska Limited Trading of alcoholic beverages Poland 44.00 44.00
101. Inver House Distribution SA # Dormant France 50.02 50.02
* Subsidiaries of International Beverage Holdings (UK) Limited
** Subsidiaries of International Beverage Holdings (China) Limited
*** Associates of International Beverage Holdings (UK) Limited
# These are currently non-trading.
On 26 January 2010 Thai Beverage Training Co., Ltd., the Company’s subsidiary, was incorporated with an authorised share
capital of Baht 10 million by issuing 1 million ordinary shares with a Baht 10 par value. The initial paid up capital was Baht
2.5 per share.
On 14 April 2010 Super Brands Company Pte. Ltd., the Company’s indirect subsidiary, was incorporated in Singapore
with an authorised share capital of SGD 10,000 by issuing 10,000 ordinary shares with a SGD 1 par value. International
Beverage Holdings Limited, the Company’s subsidiary, holds its entire shares.
During 2010, Sura Piset Phatra Lanna Co., Ltd., the Company’s direct subsidiary, acquired additional 15,406 ordinary shares of
United Products Co., Ltd., the Company’s indirect subsidiary, from the existing equity holders, amounting to Baht 1.95 million.
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 and presented in Thai Baht. All financial information presented in Thai Baht has
been 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 financial statements are prepared in accordance with Thai Financial Reporting Standards (“TFRS”); guidelines promulgated
by the Federation of Accounting Professions (“FAP”); applicable rules and regulations of the Thai Securities and Exchange
Commission; and with generally accepted accounting principles in Thailand.
During 2010, the FAP announced the re-numbering of the following TFRS.
Former no. Revised no. Topic
TAS 11 TAS 101 Doubtful Account and Bad Debts
TAS 40 TAS 105 Accounting for Investment in Debt and Equity Securities
TAS 48 TAS 107 Financial Instruments Disclosure and Presentation
135
The Group has adopted the revised Framework for the Preparation and Presentation of Financial Statements (revised 2009),
which was issued by the FAP during 2010 and effective on 26 May 2010. The adoption of the revised framework does not
have any material impact on the consolidated or separate financial statements.
The FAP has issued during 2010 a number of new and revised TFRS which are not currently effective and have not been adopted
in the preparation of these financial statements. These new and revised standards and interpretations are disclosed in note 36.
The preparation of financial statements in conformity with TFRS requires management to make judgements, estimates
and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses.
Actual results may differ from estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which estimates are revised and in any future periods affected.
3. Significant accounting policies
(a) Basis of consolidation
The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the “Group”) and
the Group’s interests in associates.
Business combinations
Business combinations are accounted for under the purchase method. The cost of an acquisition is measured at the fair
value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs
directly attributable to the acquisition.
Business combinations of entities or businesses under common control are accounted for using a method similar to the pooling
of interest method and in accordance with the Guideline issued in 2010 by the FAP.
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern
the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of
subsidiaries are included in the consolidated financial statements from the date that control commences until the date
that control ceases. The accounting policies of subsidiaries have been changed where necessary to align them with the
policies adopted by the Group.
Associates
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating
policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of
another entity. The consolidated financial statements include the Group’s share of the income, expenses and equity movements
of associates after adjustments to align the accounting policies with those of the Group, from the date that significant
influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest
in an associate, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to
the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
Annual Report 2010 | Thai Beverage Public Company Limited 136
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions, are
eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates
are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated
in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
(b) Foreign currencies
Foreign currency transactions
Transactions in foreign currencies are translated to Thai Baht at the foreign exchange rates ruling at the dates of the
transactions.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to Thai Baht at
the foreign exchange rates ruling at that date. Foreign exchange differences arising on translation are recognised in the
statement of income.
Non-monetary assets and liabilities measured at cost in foreign currencies are translated to Thai Baht using the foreign
exchange rates ruling at the dates of the transactions.
Foreign entities
The assets and liabilities of foreign entities are translated to Thai Baht at the foreign exchange rates ruling at the reporting date.
Goodwill and fair value adjustments arising on the acquisition of foreign entities are stated at exchange rates ruling on
the reporting date.
The revenues and expenses of foreign entities are translated to Thai Baht at rates approximating the average foreign
exchange rates ruling at the dates of the transactions.
Foreign exchange differences arising on translation are recognised in a separate component of equity until disposal of
the investments.
(c) Derivative financial instruments
Forward exchange contracts are treated as off-balance sheet items.
(d) Cash and cash equivalents
Cash and cash equivalents comprise cash balances, call deposits and highly liquid short-term investments. Bank overdrafts
that are repayable on demand are a component of financing activities for the purpose of the statement of cash flows.
(e) Trade and other accounts receivable
Trade and other accounts receivable (including balances with related parties) are stated at their invoice value less allowance
for doubtful accounts.
The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectations of customer
payments. Bad debts are written off when incurred.
137
(f) Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost is calculated using the weighted average cost principle, and comprises all costs of purchase, costs of conversion
and other costs incurred in bringing the inventories to their present location and condition. In the case of manufactured
inventories and work-in-progress, cost includes an appropriate share of production overheads based on normal operating
capacity and is calculated using standard cost adjusted to approximate average cost.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to complete
and to make the sale.
(g) Investments
Investments in subsidiaries and associates
Investments in subsidiaries and associates in the separate financial statements of the Company are accounted for using the
cost method. Investments in associates in the consolidated financial statements are accounted for using the equity method.
Investments in other debt and equity securities
Debt securities that the Group has the positive intent and ability to hold to maturity are classified as held-to-maturity investment.
Held-to-maturity investments are stated at amortised cost. The difference between the acquisition cost and redemption
value of such debt securities is amortised using the effective interest rate method over the period to maturity.
Marketable equity securities are classified as available-for-sale investments. Available-for-sale investments are, subsequent to
initial recognition, stated at fair value, and changes therein, other than impairment losses and foreign currency differences
on available-for-sale monetary items, are recognised directly in equity. Impairment losses and foreign exchange differences
are recognised in the statement of income. When these investments are derecognised, the cumulative gain or loss previously
recognised directly in equity is recognised in the statement of income.
Equity securities which are not marketable are stated at cost less any impairment losses.
The fair value of financial instruments classified as available-for-sale is determined as the quoted bid price at the reporting date.
Disposal of investments
On disposal of an investment, the difference between net disposal proceeds and the carrying amount together with the
associated cumulative gain or loss that was reported in equity is recognised in the statement of income.
(h) Property, plant and equipment
Owned assets
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses except for land which
is stated at its revalued amount. The revalued amount is the fair value determined on the basis of the property’s existing
use at the date of revaluation.
Annual Report 2010 | Thai Beverage Public Company Limited 138
Leased assets
Leases in terms of which the Group substantially assumes all the risk and rewards of ownership are classified as finance leases.
Property, plant and equipment acquired by way of finance leases is capitalised at the lower of its fair value and the present
value of the minimum lease payments at the inception of the lease, less accumulated depreciation and impairment losses.
Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant
rate of interest on the remaining balance of the liability. Finance charges are charged directly to the statement of income.
Revalued assets
Revaluations are performed by independent professional valuers with sufficient regularity. The Group’s policy requires an
appraisal to be conducted every three to five years or when there are factors that might materially impact the value of the
land, to ensure that the carrying amount of these assets does not differ materially from that which would be determined
using fair values at the reporting date.
Any increase in value, on revaluation, is credited to equity under the heading “revaluation surplus” unless it offsets a
previous decrease in value recognised in the statement of income in respect of the same asset. A decrease in value is recognised
in the statement of income to the extent it exceeds an increase previously recognised in equity in respect of the same
asset. Upon disposal of a revalued asset, any related revaluation surplus is transferred from equity to retained earnings
and is not taken into account in calculating the gain or loss on disposal.
Depreciation
Depreciation is charged to the statement of income on a straight-line basis over the estimated useful lives of each part
of an item of property, plant and equipment. The estimated useful lives are as follows:
Land improvement 3-20 years
Building and constructions 10-40 years
Building improvements 1.5-30 years
Machinery and equipment 4-40 years
Oak barrels 10-20 years
Furniture, fixtures and office equipment 3-10 years
Vehicles 3-10 years
No depreciation is provided on freehold land and assets under construction.
(i) Intangible assets
Goodwill
Goodwill in a business combination represents the excess of the cost of acquisition over the fair value of the Group’s share of
the identifiable net assets acquired. Negative goodwill in a business combination represents the excess of the fair value of
the Group’s share of the identifiable net assets acquired over the cost of acquisition.
Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment as described in note 3 (k).
Negative goodwill is recognised immediately in the statement of income.
Other intangible assets
Other intangible assets that are acquired by the Group, which have finite useful lives, are stated at cost less accumulated
139
amortisation and impairment losses. Other intangible assets are amortised in the statement of income on a straight-line
basis over their estimated useful lives from the date that they are available for use. The estimated useful lives are as follows:
Computer software 3-10 years
Trademarks 3-20 years
Licences 10 years
(j) Leasehold rights
Leasehold rights are stated at cost less accumulated amortisation and impairment losses.
Amortisation is recognised in the statement of income on a straight-line basis over the agreement period.
(k) Impairment
The carrying amounts of the Group’s assets are reviewed at each reporting date to determine whether there is any indication
of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. For goodwill, the recoverable
amount is estimated at each reporting date, and as and when indicators of impairment are identified.
An impairment loss is recognised if the carrying amount of an asset exceeds its recoverable amount. The impairment loss
is recognised in the statement of income unless it reverses a previous revaluation credited to equity, in which case it is
charged to equity.
Calculation of recoverable amount
The recoverable amount of available-for-sale financial assets is calculated by reference to the fair value.
The recoverable amount of a non-financial asset is the greater of the asset’s value in use and fair value less costs to sell.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset
that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined
for the cash-generating unit to which the asset belongs.
Reversals of impairment
An impairment loss in respect of a financial asset is reversed if the subsequent increase in recoverable amount can be related
objectively to an event occurring after the impairment loss was recognised. For financial assets carried at amortised cost
and available-for-sale financial assets that are debt securities, the reversal is recognised in the statement of income. For
available-for-sale financial assets that are equity securities, the reversal is recognised directly in equity.
An impairment loss in respect of goodwill is not reversed. Impairment losses recognised in prior periods in respect of other
non-financial assets are assessed at each reporting date for any indications that the loss has decreased or no longer exists.
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
(l) Interest-bearing liabilities
Interest-bearing liabilities are recognised initially at fair value less attributable transaction charges. Subsequent to initial
Annual Report 2010 | Thai Beverage Public Company Limited 140
recognition, interest-bearing liabilities are stated at amortised cost with any difference between cost and redemption value
being recognised in the statement of income over the period of the borrowings on an effective interest basis.
(m) Trade and other accounts payable
Trade and other accounts payable (including balances with related parties) are stated at cost.
(n) Employee benefits
Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognised as an expense in the statement of income
as incurred.
(o) Provisions
A provision is recognised when the Group has a present legal or constructive obligation as a result of a past event, and it is
probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made
of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future
cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate,
the risks specific to the liability.
(p) Difference arising from common control transactions
Difference arising from common control transactions relates to the restructuring of businesses under the common control
of the ultimate majority equity holder of the Company and arises from the difference between the cost of the combination
and the carrying amounts of net identifiable assets at the date of combination (except for businesses acquired that are
not under common control, net identifiable assets are measured at the fair value). The Company recognises the difference
arising from common control transactions under equity until disposal of the investment.
(q) Revenue
Revenue excludes value added taxes and is arrived at after deduction of trade discounts.
Sale of goods and services rendered
Revenue is recognised in the statement of income when the significant risks and rewards of ownership have been transferred
to the buyer. No revenue is recognised if there is continuing management involvement with the goods or there are significant
uncertainties regarding recovery of the consideration due, associated costs or the probable return of goods. Service income is
recognised as services are provided.
When the outcome of a contract for the rendering of services can be estimated reliably, contract revenue is recognised in
the statement of income by reference to the stage of completion of the contract activity at the reporting date. When the
outcome of the contract cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised
that are recoverable.
141
Construction contracts
Contract revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and
incentive payments to the extent that it is probable that they will result in revenue and can be measured reliably. As soon as
the outcome of a construction contract can be estimated reliably, contract revenue and expenses are recognised in the
statement of income in proportion to the stage of completion of the contract.
The stage of completion is assessed by reference to surveys of work performed. When the outcome of a construction contract
cannot be estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that are likely
to be recoverable. An expected loss on a contract is recognised immediately in the statement of income.
Rental income
Rental income from investment property is recognised in the statement of income on a straight-line basis over the term of
the lease. Lease incentives granted are recognised as an integral part of the total rental income. Contingent rentals are
recognised as income in the accounting period in which they are earned.
Interest and dividend income
Interest income is recognised in the statement of income as it accrues. Dividend income is recognised in the statement
of income on the date the Group’s right to receive payments is established.
(r) Expenses
Lease payments
Payments made under operating leases are recognised in the statement of income on a straight line basis over the term of
the lease. Contingent rentals are charged to the statement of income for the accounting period in which they are incurred.
Finance costs
Interest expenses and similar costs are charged to the statement of income for the period in which they are incurred, except
to the extent that they are capitalised as being directly attributable to the acquisition, construction or production of an asset
which necessarily takes a substantial period of time to be prepared for its intended use or sale. The interest component of
finance lease payments is recognised in the statement of income using the effective interest rate method.
Research and development
Research and development costs, including costs of developing new beverage products and package design are expensed
in the accounting period in which they are incurred.
Other income and expenses are recognised on an accrual basis.
(s) Income tax
Income tax on the profit or loss for the year comprises current tax. Current tax is the expected tax payable on the taxable
income for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Annual Report 2010 | Thai Beverage Public Company Limited 142
4. Common control transactions and acquisitions
Common control transactions
On 15 September 2010, International Beverage Holdings Limited, the Company’s direct subsidiary, acquired the entire
2 ordinary issued shares of Beer Chang International Limited from the existing equity holders for a total amount of SGD
4,000. The said acquired company has not undertaken any business since incorporation, therefore the consolidated
financial statements have not been revised as if the acquisition had taken place at the beginning of 2009. The difference
between the consideration to be paid by the Company for the acquisition and the carrying amount of the net identifiable
assets is included in “Difference arising from common control transactions”.
On 2 February 2009, Sura Bangyikhan Co., Ltd., and another two subsidiaries of the Company acquired the entire 5,000
ordinary issued shares of Maekhong Distillery Limited from existing equity holders at Baht 13 per share, amounting to
Baht 65,000 and Beer Chang Co., Ltd., and another two subsidiaries of the Company acquired the entire 100,000 ordinary
issued shares of Chang Beer International Co., Ltd., from the existing equity holders at Baht 39 per share, amounting to
Baht 3.9 million. Both acquired companies incurred immaterial business transactions in 2008, the consolidated financial
statements have not been revised as if the acquisition had taken place at the beginning of 2008. The consolidated balance
sheet as at 31 December 2008 has been restated to include the assets and liabilities at their carrying values. The difference
between the consideration to be paid by the Company for the acquisition and the carrying amount of the net identifiable
assets is included in “Difference arising from common control transactions”.
Acquisitions
On 16 November 2009, International Beverage Holdings (China) Limited, the Company’s indirect subsidiary, acquired the
entire ordinary shares of Yunnan Yulinquan Liquor Co., Ltd. from Best Spirits (China) Co., Ltd. for a cash consideration
of USD 10.10 million. Due to the fair value of the identifiable net assets of Yunnan Yulinquan Liquor Co., Ltd. using
estimated amounts, the Company accounted for a business combination provisionally. However, the Company will adjust
the provisional amounts whenever the initial accounting is complete, within 12 months from the acquisition date.
143
Subsequently, in 2010 the Company reduced goodwill on acquisition in the amounted of Baht 67.5 million due to increase
in the fair value of the identifiable net assets of Yunnan Yulinquan Liquor Co., Ltd.. The acquiree’s net assets at the
acquisition date comprised the followings:
2010 2009
Adjusted to
fair value
Recognised
value at the
acquisition date
(in million Baht)
Cash and cash equivalents 10 10
Trade accounts receivable 37 37
Inventories 154 154
Property, plant and equipment 163 154
Intangible assets 171 117
Other assets 25 21
Trade accounts payable (17) (17)
Short-term loan (120) (120)
Other liabilities (147) (147)
Net identifiable assets and liabilities 276 209
Goodwill on acquisition 61 128
Consideration paid 337 337
Cash paid 110 110
Net cash outflow 447 447
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 other than direct subsidiaries, indirect subsidiaries, subsidiaries of indirect
subsidiaries and associates of indirect subsidiaries (as presented in note 1) were as follows:
Name of entities
Country of
incorporation/
nationality
Nature of relationships
1. Thai Alcohol PCL. Thailand Directors and controlling equity holders hold
substantial shares indirectly
2. Sint Ek Panich Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
Annual Report 2010 | Thai Beverage Public Company Limited 144
Name of entities
Country of
incorporation/
nationality
Nature of relationships
3. Banglen Agriculture Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
4. Pisetkij Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
5. The Maewang Sugar Industry Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
6. The Chonburi Sugar Corp. Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
7. The Utaradit Sugar Industry Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
8. The Suphanburi Sugar Industry Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
9. The Southeast Insurance Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
10. The Southeast Life Insurance Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
11. Southeast Capital Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
12. T.C.C. Technology Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
13. Thai Glass Industries PCL. Thailand Directors and controlling equity holders hold
substantial shares indirectly
14. Bang-Na Glass Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
15. TCC Hotel Collection Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
16. Terragro Fertilizer Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
17. Permkha Commercial Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
18. BJC Industrial and Trading Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
19. North Park Real Estate Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
20. TCC PD 11 Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
21. Thippatana Arcade Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
22. Siam Food Products PCL. Thailand Directors and controlling equity holders hold
substantial shares indirectly
145
Name of entities
Country of
incorporation/
nationality
Nature of relationships
23. BJC Healthcare Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
24. Wattanapat Trading Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
25. Silvercord Capital (Singapore) Limited Singapore Directors and controlling equity holders hold
substantial shares indirectly
26. Plantheon Trading Co., Ltd. Thailand Directors and controlling equity holders hold
substantial shares indirectly
27. New Noble Property and Loan Fund Thailand Directors and controlling equity holders are
the principal unit holder of this real estate
investment fund
28. Dynamic Assets Property and Loan Fund Thailand Directors and controlling equity holders are
the principal unit holder of this real estate
investment fund
29. Best Fortune Property and Loan Fund Thailand Directors and controlling equity holders are
the principal unit holder of this real estate
investment fund
30. Regent Gold Property Fund Thailand Directors and controlling equity holders are
the principal unit holder of this real estate
investment fund
31. Plaza Athenee Hotel (Thailand) Co., Ltd. Thailand Directors and controlling equity holders are
the directors and hold substantial shares indirectly
32. North Park Golf And Sports Club Co., Ltd. Thailand Directors and controlling equity holders are
the directors and hold substantial shares indirectly
33. Berli Jucker PCL. Thailand Directors and controlling equity holders are
the directors and hold substantial shares indirectly
34. Thai Beverage Can Co., Ltd. Thailand Directors and controlling equity holders
hold 50% shares
35. PS Recycle Co., Ltd. Thailand Directors and controlling equity holders are
relatives of controlling person
36. T.C.C. International Limited Hong Kong Controlling equity holders hold
substantial shares indirectly
37. Best wishes Co., Ltd. Hong Kong Controlling equity holders hold
substantial shares indirectly
Annual Report 2010 | Thai Beverage Public Company Limited 146
The pricing policies for particular types of transactions are explained further below:
Transactions Pricing policies
Sale of 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 interest expense Rate as mutually agreed by equity holders with
reference interest rates quoted by financial institutions
Significant transactions for the years ended 31 December 2010 and 2009 with related parties were as follows:
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Subsidiaries
Management fees - - 2,903 2,595
Cost of rendering of services - - 124 125
Interest income - - 252 347
Interest expense - - 728 704
Dividends - - 8,290 8,237
Other income - - 1 3
Administrative expenses - - 3 2
Purchases of investments - - 2 43
Increase in share capital in subsidiaries - - - 2,886
Associates
Share of profit of associates,
net of income tax 10 11 - -
147
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Other related parties
Sales of goods 930 1,198 - -
Purchases of raw materials and packaging 6,924 4,863 - -
Overhead costs 217 187 - -
Rendering of services 42 13 - -
Cost of rendering of services - - 109 113
Other income 27 39 7 6
Administrative expenses 477 432 2 2
Sales of equipment 2 6 - -
Purchases of plant and equipment 15 8 - 1
Directors’ remuneration 316 283 295 266
Balances as at 31 December 2010 and 2009 with related parties were as follows:
Trade accounts receivable from Consolidated
financial statements
Separate
financial statements related parties
2010 2009 2010 2009
(in million Baht)
Other related companies
The Utaradit Sugar Industry Co., Ltd. 11 - - -
PS Recycle Co., Ltd. 4 22 - -
O.G.T. Co., Ltd. - 96 - -
Thai Alcohol PCL. - 18 - -
Others 6 8 - -
Total 21 144 - -
Annual Report 2010 | Thai Beverage Public Company Limited 148C
onsolidate
d fi
nancia
l sta
tem
ents
Separa
te fi
nancia
l sta
tem
ents
2010
2009
2010
2009
Sho
rt-t
erm
loan
s to
and
oth
er r
ecei
vabl
esfr
om r
elat
ed p
arti
esShort
-term
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to
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er
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sTota
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Short
-term
loans
to
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er
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sTota
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Short
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to
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er
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sTota
l
Short
-term
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to
Oth
er
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(in m
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Sub
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s
Beer
Thai (1
99
1)
PC
L.
--
--
--
53
71
85
55
1,7
09
39
1,7
48
Beer
Thip
Bre
wery
(1
99
1)
Co.,
Ltd
.-
--
--
--
17
17
-1
21
2
Cosm
os B
rew
ery
(Thailand)
Co.,
Ltd
.-
--
--
--
55
-5
5
Sangsom
Co.,
Ltd
.-
--
--
--
66
-5
5
Fuengfu
anant
Co.,
Ltd
.-
--
--
--
33
-2
2
Mongkols
am
ai C
o.,
Ltd
.-
--
--
--
11
-1
1
Thanapakdi C
o.,
Ltd
.-
--
--
--
11
-1
1
Kanchanasin
gkorn
Co.,
Ltd
. -
--
--
--
11
-1
1
Sura
Bangyik
han C
o.,
Ltd
.-
--
--
--
21
21
-1
41
4
Ath
imart
Co.,
Ltd
.-
--
--
--
55
-3
3
S.S
. K
arn
sura
Co.,
Ltd
.-
--
--
--
44
-3
3
Kankw
an C
o.,
Ltd
.-
--
--
--
55
-4
4
Theparu
noth
ai C
o.,
Ltd
.-
--
--
--
44
-4
4
Red B
ull D
isti
llery
(1
98
8)
Co.,
Ltd
.-
--
--
-5
92
19
61
16
14
20
Unit
ed W
inery
and D
isti
llery
Co.,
Ltd
.-
--
--
--
11
-1
1
Sim
ath
ura
kij C
o.,
Ltd
.-
--
--
--
22
19
42
19
6
Nate
echai C
o.,
Ltd
.-
--
--
--
33
-2
2
Luckchai Liq
uor
Tra
din
g C
o.,
Ltd
.-
--
--
--
11
-1
1
Sura
Pis
et
Phatr
a L
anna C
o.,
Ltd
.-
--
--
-7
-7
--
-
Pom
thip
Co.,
Ltd
.-
--
--
-2
79
11
29
01
90
11
20
1
Pom
kit
Co.,
Ltd
.-
--
--
--
55
-7
7
Pom
kung C
o.,
Ltd
.-
--
--
--
55
-5
5
Pom
chok C
o.,
Ltd
.-
--
--
--
55
-5
5
Pom
charo
en C
o.,
Ltd
.-
--
--
--
44
-4
4
Pom
bura
pa C
o.,
Ltd
.-
--
--
--
55
-5
5
Pom
pala
ngC
o.,
Ltd
.-
--
--
-1
34
17
25
4
29
Pom
nakorn
Co.,
Ltd
.-
--
--
--
44
-5
5
Num
Yuk C
o.,
Ltd
.-
--
--
-3
02
25
21
54
19
17
3
149
Consolidate
d fi
nancia
l sta
tem
ents
Separa
te fi
nancia
l sta
tem
ents
2010
2009
2010
2009
Sho
rt-t
erm
loan
s to
and
oth
er r
ecei
vabl
esfr
om r
elat
ed p
arti
esShort
-term
loans
to
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er
receiv
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l
Short
-term
loans
to
Oth
er
receiv
able
sTota
l
Short
-term
loans
to
Oth
er
receiv
able
sTota
l
Short
-term
loans
to
Oth
er
receiv
able
sTota
l
(in m
illion B
aht)
Sub
sidi
arie
s (c
onti
nued
)
Num
Kijja
karn
Co.,
Ltd
.-
--
--
--
19
19
-1
51
5
Num
Pala
ng C
o.,
Ltd
.-
--
--
--
88
-7
7
Num
Muang C
o.,
Ltd
.-
--
--
--
12
12
-1
01
0
Num
Nakorn
Co.,
Ltd
.-
--
--
--
88
-6
6
Num
Thura
kij C
o.,
Ltd
.-
--
--
--
10
10
-7
7
Num
rungro
d C
o.,
Ltd
.-
--
--
--
15
15
-1
31
3
Num
thip
Co.,
Ltd
.-
--
--
--
99
-7
7
Thip
chalo
thorn
Co.,
Ltd
.-
--
--
--
22
22
-4
54
5
Kri
ttayabun C
o.,
Ltd
.-
--
--
--
29
29
-3
93
9
Sura
thip
Co.,
Ltd
.-
--
--
--
25
25
-1
61
6
Sunth
ronpir
om
Co.,
Ltd
.-
--
--
--
25
25
-2
2
Pir
om
sura
ng C
o.,
Ltd
.-
--
--
--
11
11
-2
2
Wra
ngyer
Bevera
ge (
20
08
) C
o.,
Ltd
.-
--
--
--
11
-1
1
Dhanasin
dhi C
o.,
Ltd
.-
--
--
-5
-5
--
-
Thai B
evera
ge R
ecycle
Co.,
Ltd
.-
--
--
-2
81
22
83
31
51
31
6
Thai B
evera
ge L
ogis
tics C
o.,
Ltd
.-
--
--
-1
82
21
84
--
-
Dhospaak C
o.,
Ltd
.-
--
--
-4
8-
48
40
-4
0
Thai B
evera
ge B
rands C
o.,
Ltd
.-
--
--
-3
-3
3-
3
Thai D
rinks C
o.,
Ltd
.-
--
--
--
--
6-
6
Tota
l sub
sidi
arie
s-
--
--
-1
,97
73
80
2,3
57
2,6
42
35
02
,99
2
Annual Report 2010 | Thai Beverage Public Company Limited 150
Consolidate
d fi
nancia
l sta
tem
ents
Separa
te fi
nancia
l sta
tem
ents
2010
2009
2010
2009
Sho
rt-t
erm
loan
s to
and
oth
er r
ecei
vabl
esfr
om r
elat
ed p
arti
esShort
-term
loans
to
Oth
er
receiv
able
sTota
l
Short
-term
loans
to
Oth
er
receiv
able
sTota
l
Short
-term
loans
to
Oth
er
receiv
able
sTota
l
Short
-term
loans
to
Oth
er
receiv
able
sTota
l
(in m
illion B
aht)
Rel
ated
com
pani
es
Pla
nth
eon T
radin
g C
o.,
Ltd
.-
75
97
59
-3
92
39
2-
--
--
-
T.C
.C.
Technolo
gy C
o.,
Ltd
.-
14
14
-3
3-
14
14
-3
3
Best
Fort
une P
ropert
y a
nd L
oan F
und
-9
9-
99
--
--
--
New
Noble
Pro
pert
y A
nd L
oan F
und
-4
4-
44
--
--
--
The U
tara
dit
Sugar
Industr
y C
o.,
Ltd
.-
33
-3
33
3-
--
--
-
The S
uphanburi
Sugar
Industr
y
C
o.,
Ltd
.-
--
-3
83
8-
--
--
-
The M
aew
ang S
ugar
Industr
y
C
o.,
Ltd
.-
--
-1
71
7-
--
--
-
Thai A
lcohol P
CL.
--
--
33
--
--
--
Oth
ers
-2
2-
55
--
--
--
Tota
l rel
ated
com
pani
es-
79
17
91
-5
04
50
4-
14
14
-3
3
Tota
l-
79
17
91
-5
04
50
41
,97
73
94
2,3
71
2,6
42
35
32
,99
5
151
Consolidate
d fi
nancia
l sta
tem
ents
Separa
te fi
nancia
l sta
tem
ents
2010
2009
2010
2009
Long
-ter
m lo
ans
to a
nd o
ther
re
ceiv
able
s fr
om r
elat
ed p
arti
esLong-t
erm
loans
to
Oth
er
receiv
able
sTo
tal
Long-t
erm
loans
to
Oth
er
receiv
able
sTo
tal
Long-t
erm
loans
to
Oth
er
receiv
able
sTo
tal
Long-t
erm
loans
to
Oth
er
receiv
able
sTo
tal
(in m
illion B
aht)
Sub
sidi
arie
s
Beer
Thai (1
99
1)
PC
L.
--
--
--
1,6
05
-1
,60
52
,50
0-
2,5
00
Red B
ull D
isti
llery
(1
98
8)
Co.,
Ltd
.-
--
--
-1
92
-1
92
63
7-
63
7
Num
Yuk C
o.,
Ltd
.-
--
--
--
--
11
1-
11
1
Wra
ngyer
Bevera
ge (
20
08
) C
o.,
Ltd
.-
--
--
-1
65
-1
65
19
9-
19
9
Thai B
evera
ge R
ecycle
Co.,
Ltd
.-
--
--
-2
0-
20
--
-
Pom
pala
ng C
o.,
Ltd
.-
--
--
-1
13
-1
13
--
-
Thai B
evera
ge L
ogis
tics C
o.,
Ltd
.-
--
--
-3
95
-3
95
--
-
Thai B
evera
ge B
rands C
o.,
Ltd
.-
--
--
-9
-9
8-
8
Tota
l sub
sidi
arie
s-
--
--
-2
,49
9-
2,4
99
3,4
55
-3
,45
5
Rel
ated
com
pani
es
Nort
h P
ark
Real E
sta
te C
o.,
Ltd
.-
29
29
-2
92
9-
33
-3
3
TC
C P
D 1
1 C
o.,
Ltd
.-
33
-3
3-
--
--
-
T.C
.C.
Technolo
gy C
o.,
Ltd
. -
--
-9
9-
--
-8
8
Oth
ers
-
77
-1
11
1-
--
--
-
Tota
l rel
ated
com
pani
es-
39
39
-5
25
2-
33
-1
11
1
Tota
l-
39
39
-5
25
22
,49
93
2,5
02
3,4
55
11
3,4
66
Annual Report 2010 | Thai Beverage Public Company Limited 152
Summary of loans to related parties
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Short-term loans - - 1,977 2,642
Long-term loans - - 2,499 3,455
Total loans to related parties - - 4,476 6,097
Movements during the years ended 31 December 2010 and 2009 of loans to related parties were as follows:
Loans to related parties Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Short-term loans
Subsidiaries
At 1 January - - 2,642 3,336
Increase - - 877 842
Decrease - - (1,542) (1,536)
At 31 December - - 1,977 2,642
Long-term loans
Subsidiaries
At 1 January - - 3,455 5,578
Increase - - 529 -
Decrease - - (1,485) (2,123)
At 31 December - - 2,499 3,455
Loans to and other receivables from related parties of the Group and the Company as at 31 December 2010 and 2009
were denominated entirely in Thai Baht and other functional currencies of foreign subsidiaries.
Trade accounts payable to related parties Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Other related companies
Berli Jucker PCL. 792 718 - -
Thai Beverage Can Ltd. 85 85 - -
Plantheon Trading Co., Ltd. 63 21 - -
Pisetkij Co., Ltd. 22 29 - -
PS Recycle Co., Ltd. 20 23 - -
Others 8 14 - -
Total 990 890 - -
153
Consolidate
d fi
nancia
l sta
tem
ents
Separa
te fi
nancia
l sta
tem
ents
2010
2009
2010
2009
Sho
rt-t
erm
loan
s fr
om a
ndot
her
paya
bles
to
rela
ted
part
ies
Short
-term
loans
from
Oth
er
paya
ble
sTo
tal
Short
-term
loans
from
Oth
er
paya
ble
sTo
tal
Short
-term
loans
from
Oth
er
paya
ble
sTo
tal
Short
-term
loans
from
Oth
er
paya
ble
sTo
tal
(in m
illion B
aht)
Sub
sidi
arie
s
Beer
Thip
Bre
wery
(1
99
1)
Co.,
Ltd
.-
--
--
-8
21
59
7-
16
16
Sangso
m C
o.,
Ltd
.-
--
--
-6
26
66
32
13
51
11
46
Fuengfu
anant
Co.,
Ltd
.-
--
--
-9
01
91
22
52
22
7
Mongkols
am
ai C
o.,
Ltd
.-
--
--
--
11
51
15
2
Thanapakdi C
o.,
Ltd
.-
--
--
-6
31
64
53
15
4
Kanchanasi
ngkorn
Co.,
Ltd
.-
--
--
--
11
33
42
33
6
Sura
Pis
et
Thip
para
t C
o.,
Ltd
.-
--
--
-6
1-
61
--
-
Sura
Bangyi
khan C
o.,
Ltd
.-
--
--
--
--
34
0-
34
0
Ath
imart
Co.,
Ltd
.-
--
--
-4
32
14
33
49
62
49
8
S.S
. K
arn
sura
Co.,
Ltd
.-
--
--
-2
21
23
34
02
34
2
Kankw
an C
o.,
Ltd
.-
--
--
-3
22
23
24
40
02
40
2
Theparu
noth
ai C
o.,
Ltd
.-
--
--
--
11
28
91
29
0
Unit
ed W
inery
and D
isti
llery
Co.,
Ltd
.-
--
--
--
--
11
41
11
5
Sim
ath
ura
kij C
o.,
Ltd
.-
--
--
-3
92
41
--
-
Nate
echai C
o.,
Ltd
.-
--
--
-1
94
11
95
16
81
16
9
Luckchai Liq
uor
Tra
din
g
Co.,
Ltd
.-
--
--
-7
5-
75
13
11
4
Pom
kit
Co.,
Ltd
.-
--
--
-1
88
11
89
84
18
5
Pom
kung C
o.,
Ltd
.-
--
--
-1
13
11
14
-1
1
Pom
chok C
o.,
Ltd
.-
--
--
--
11
20
12
1
Pom
charo
en C
o.,
Ltd
.-
--
--
-6
5-
65
45
-4
5
Pom
bura
pa C
o.,
Ltd
.-
--
--
-1
33
11
34
10
11
1
Pom
pala
ng C
o.,
Ltd
.-
--
--
--
11
--
-
Pom
nakorn
Co.,
Ltd
.-
--
--
--
--
43
-4
3
Num
Kijja
karn
Co.,
Ltd
.-
--
--
-4
29
54
34
69
15
69
6
Num
Pala
ng C
o.,
Ltd
.-
--
--
-1
93
11
94
21
21
21
3
Num
Muang C
o.,
Ltd
.-
--
--
-3
92
23
94
32
42
32
6
Num
Nakorn
Co.,
Ltd
.-
--
--
-2
35
12
36
55
15
6
Num
Thura
kij C
o.,
Ltd
.-
--
--
-1
43
21
45
29
82
30
0
Annual Report 2010 | Thai Beverage Public Company Limited 154
Consolidate
d fi
nancia
l sta
tem
ents
Separa
te fi
nancia
l sta
tem
ents
2010
2009
2010
2009
Sho
rt-t
erm
loan
s fr
om a
ndot
her
paya
bles
to
rela
ted
part
ies
Short
-term
loans
from
Oth
er
paya
ble
sTo
tal
Short
-term
loans
from
Oth
er
paya
ble
sTo
tal
Short
-term
loans
from
Oth
er
paya
ble
sTo
tal
Short
-term
loans
from
Oth
er
paya
ble
sTo
tal
(in m
illion B
aht)
Sub
sidi
arie
s (c
onti
nued
)
Num
rungro
d C
o.,
Ltd
.-
--
--
-2
66
32
69
49
91
50
0
Num
thip
Co.,
Ltd
.-
--
--
-2
23
12
24
19
01
19
1
Thip
chalo
thorn
Co.,
Ltd
.-
--
--
-1
33
11
34
61
51
61
6
Kri
ttaya
bun C
o.,
Ltd
.-
--
--
--
11
28
41
28
5
Sura
thip
Co.,
Ltd
.-
--
--
-7
5-
75
-1
1
Sunth
ronpir
om
Co.,
Ltd
.-
--
--
-8
51
86
55
25
7
Pir
om
sura
ng C
o.,
Ltd
.-
--
--
--
11
46
14
7
Thai B
eve
rage E
nerg
y C
o.,
Ltd
.-
--
--
-1
52
11
53
83
-8
3
Thai M
ola
sses
Co.,
Ltd
.-
--
--
-1
27
-1
27
13
21
13
3
Thai C
oopera
ge C
o.,
Ltd
.-
--
--
-1
-1
4-
4
Feed A
ddit
ion C
o.,
Ltd
.-
--
--
-2
9-
29
28
-2
8
Pan I
nte
rnati
onal (T
hailand)
Co.,
Ltd
.-
--
--
-1
4-
14
51
6
Charu
n B
usi
ness
52
Co.,
Ltd
.-
--
--
-8
-8
7-
7
Thai B
eve
rage L
ogis
tics
Co.,
Ltd
.-
--
--
--
11
13
8-
13
8
Thai B
eve
rage M
ark
eti
ng C
o.,
Ltd
.-
--
--
-6
63
16
64
40
51
40
6
Dhanasi
ndhi C
o.,
Ltd
.-
--
--
--
--
14
-1
4
Dhosp
aak C
o.,
Ltd
.-
--
--
--
44
44
-4
24
2
Thai B
eve
rage T
rain
ing C
o.,
Ltd
.-
--
--
-1
7-
17
--
-
Cosm
os
Bre
wery
(Thailand)
Co.,
Ltd
.-
--
--
-2
10
32
13
14
21
6
Beer
Chang C
o.,
Ltd
.-
--
--
-7
18
-1
1
Thai D
rinks
Co.,
Ltd
.-
--
--
-4
82
50
--
-
Tota
l sub
sidi
arie
s-
--
--
-5
,95
51
10
6,0
65
7,2
59
11
47
,37
3
155
Consolidate
d fi
nancia
l sta
tem
ents
Separa
te fi
nancia
l sta
tem
ents
2010
2009
2010
2009
Sho
rt-t
erm
loan
s fr
om a
ndot
her
paya
bles
to
rela
ted
part
ies
Short
-term
loans
from
Oth
er
paya
ble
sTo
tal
Short
-term
loans
from
Oth
er
paya
ble
sTo
tal
Short
-term
loans
from
Oth
er
paya
ble
sTo
tal
Short
-term
loans
from
Oth
er
paya
ble
sTo
tal
(in m
illion B
aht)
Rel
ated
com
pani
es
Thai A
lcohol P
CL.
-8
68
6-
83
83
--
--
--
Pla
za A
thenee H
ote
l (T
hailand)
Co.,
Ltd
.-
17
17
-1
61
6-
44
-3
3
South
east
Capit
al C
o.,
Ltd
.-
14
14
-1
41
4-
33
-2
2
The S
outh
east
Insu
rance C
o.,
Ltd
.-
12
12
-4
4-
--
--
-
T.C
.C.
Technolo
gy
Co.,
Ltd
.-
10
10
-1
11
1-
10
10
-1
01
0
BJC
Indust
rial and T
radin
g C
o.,
Ltd
.-
77
-6
6-
--
--
-
Oth
ers
-1
71
7-
20
20
-1
1-
33
Tota
l rel
ated
com
pani
es-
16
31
63
-1
54
15
4-
18
18
-1
81
8
Tota
l-
16
31
63
-1
54
15
45
,95
51
28
6,0
83
7,2
59
13
27
,39
1
Short
-term
loans
from
and o
ther
paya
ble
s to
rela
ted p
art
ies
of
the G
roup a
nd t
he C
om
pany
as
at
31
Decem
ber
20
10
and 2
00
9 w
ere
denom
inate
d e
nti
rely
in T
hai
Baht
and o
ther
functi
onal
curr
encie
s
of
fore
ign s
ubsi
dia
ries.
Annual Report 2010 | Thai Beverage Public Company Limited 156
Consolidate
d fi
nancia
l sta
tem
ents
Separa
te fi
nancia
l sta
tem
ents
2010
2009
2010
2009
Long
-ter
m lo
ans
from
and
oth
er p
ayab
les
to r
elat
ed p
arti
esLong-t
erm
loans
from
Oth
er
paya
ble
sTo
tal
Long-t
erm
loans
from
Oth
er
paya
ble
sTo
tal
Long-t
erm
loans
from
Oth
er
paya
ble
sTo
tal
Long-t
erm
loans
from
Oth
er
paya
ble
sTo
tal
(in m
illion B
aht)
Sub
sidi
arie
s
Beer
Thip
Bre
wery
(1
99
1)
Co.,
Ltd
.-
--
--
-3
,56
4-
3,5
64
3,8
65
-3
,86
5
Sangsom
Co.,
Ltd
.-
--
--
--
--
21
6-
21
6
Fuengfu
anant
Co.,
Ltd
.-
--
--
-1
51
-1
51
25
5-
25
5
Thanapakdi C
o.,
Ltd
.-
--
--
-1
76
-1
76
14
9-
14
9
Mongkols
am
ai C
o.,
Ltd
.-
--
--
-2
41
-2
41
27
0-
27
0
Kanchanasin
gkorn
Co.,
Ltd
.-
--
--
-2
19
-2
19
23
0-
23
0
S.S
. K
arn
sura
C
o.,
Ltd
.-
--
--
-1
55
-1
55
12
0-
12
0
Kankw
an C
o.,
Ltd
.-
--
--
-9
0-
90
16
5-
16
5
Theparu
noth
ai C
o.,
Ltd
.-
--
--
-2
41
-2
41
16
3-
16
3
Unit
ed W
inery
and D
isti
llery
Co.,
Ltd
.-
--
--
-1
76
-1
76
17
5-
17
5
Sim
ath
ura
kij C
o.,
Ltd
.-
--
--
-4
01
-4
01
--
-
Luckchai Liq
uor
Tra
din
g C
o.,
Ltd
.-
--
--
--
--
11
5-
11
5
Pom
kit
Co.,
Ltd
.-
--
--
-1
95
-1
95
19
5-
19
5
Pom
kung C
o.,
Ltd
.-
--
--
-2
0-
20
88
-8
8
Pom
chok C
o.,
Ltd
.-
--
--
-3
30
-3
30
29
4-
29
4
Pom
bura
pa C
o.,
Ltd
.-
--
--
-2
21
-2
21
29
6-
29
6
Pom
nakorn
Co.,
Ltd
.-
--
--
-9
2-
92
--
-
Num
Thura
kij C
o.,
Ltd
.-
--
--
-2
86
-2
86
13
5-
13
5
Num
Muang C
o.,
Ltd
.-
--
--
-2
35
-2
35
15
5-
15
5
Num
Nakorn
Co.,
Ltd
.-
--
--
-1
68
-1
68
28
0-
28
0
Num
Kijja
karn
Co.,
Ltd
.-
--
--
-9
47
-9
47
72
2-
72
2
Num
Pala
ng C
o.,
Ltd
.-
--
--
--
--
15
-1
5
Num
rungro
d C
o.,
Ltd
.-
--
--
-4
90
-4
90
--
-
Num
thip
Co.,
Ltd
.-
--
--
-6
4-
64
--
-
157
Consolidate
d fi
nancia
l sta
tem
ents
Separa
te fi
nancia
l sta
tem
ents
2010
2009
2010
2009
Long
-ter
m lo
ans
from
and
oth
er p
ayab
les
to r
elat
ed p
arti
esLong-t
erm
loans
from
Oth
er
paya
ble
sTo
tal
Long-t
erm
loans
from
Oth
er
paya
ble
sTo
tal
Long-t
erm
loans
from
Oth
er
paya
ble
sTo
tal
Long-t
erm
loans
from
Oth
er
paya
ble
sTo
tal
(in m
illion B
aht)
Sub
sidi
arie
s (c
onti
nued
)
Thip
chalo
thorn
Co.,
Ltd
.-
--
--
-1
40
-1
40
--
-
Kri
ttayabun C
o.,
Ltd
.-
--
--
-1
45
-1
45
20
8-
20
8
Sura
thip
Co.,
Ltd
.-
--
--
-1
49
-1
49
23
0-
23
0
Sunth
ronpir
om
Co.,
Ltd
.-
--
--
-4
11
-4
11
36
1-
36
1
Pir
om
sura
ng C
o.,
Ltd
.-
--
--
-1
62
-1
62
19
7-
19
7
Thai M
ola
sses C
o.,
Ltd
.-
--
--
-8
0-
80
22
-2
2
Feed A
ddit
ion C
o.,
Ltd
.-
--
--
-1
0-
10
10
-1
0
Pan I
nte
rnati
onal (T
hailand)
Co.,
Ltd
.-
--
--
-2
3-
23
25
-2
5
Charu
n B
usin
ess 5
2 C
o.,
Ltd
.-
--
--
-2
8-
28
25
-2
5
Thai C
oopera
ge C
o.,
Ltd
.-
--
--
-5
8-
58
57
-5
7
Cosm
os B
rew
ery
(Thailand)
Co.,
Ltd
.-
--
--
-4
71
-4
71
46
1-
46
1
Beer
Chang C
o.,
Ltd
. -
--
--
-1
95
-1
95
17
2-
17
2
Arc
ha B
eer
Co.,
Ltd
. -
--
--
-6
9-
69
72
-7
2
Tota
l sub
sidi
arie
s-
--
--
-1
0,4
03
-1
0,4
03
9,7
43
-9
,74
3
Rel
ated
com
pany
South
east
Capit
al C
o.,
Ltd
.-
--
-1
1-
--
--
-
Tota
l-
--
-1
11
0,4
03
-1
0,4
03
9,7
43
-9
,74
3
Long-t
erm
loans
from
and o
ther
paya
ble
s to
rela
ted p
art
ies
of
the G
roup a
nd t
he C
om
pany
as
at
31
Decem
ber
20
10
and 2
00
9 w
ere
denom
inate
d e
nti
rely
in T
hai
Baht.
Annual Report 2010 | Thai Beverage Public Company Limited 158
Summary of loans from related parties Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Short-term loans - - 5,955 7,259
Long-term loans - - 10,403 9,743
Total loans from related parties - - 16,358 17,002
Movements during the years ended 31 December 2010 and 2009 of loans from related parties were as follows:
Loans from related parties Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Short-term loans
Subsidiaries
At 1 January - - 7,259 3,803
Increase - - 2,123 4,333
Decrease - - (3,427) (877)
At 31 December - - 5,955 7,259
Long-term loans
Subsidiaries
At 1 January - - 9,743 8,725
Increase - - 1,965 2,190
Decrease - - (1,305) (1,172)
At 31 December - - 10,403 9,743
Significant agreements with related parties
Supporting service agreements
The Company entered into supporting service agreements with subsidiaries for supporting service such as human resource,
administration, accounting, finance, public relations, public co-ordination, technology, law, secretary and share register
and internal audit for the period of one year from 1 January 2004 to 31 December 2004. Unless there are notifications
to terminate the agreement within 30 days before the expiry date, this agreement continues to be in effect for the successive
one year term. The subsidiaries are committed to pay a service fee at the rate of 0.5% of their principal revenue.
With effect from 1 January 2007, the supporting service fee rate was adjusted to 1% of the principal revenue. Service
fee rate was adjusted for development of new product, experiment and quality test, analysis, research and marketing survey
for new products and procurement of information.
Application service provisioning agreement
The Company entered into the application service provisioning agreement with T.C.C. Technology Co., Ltd., a related party,
for the provision of ongoing support and maintenance of the systems and infrastructure and is committed to pay system,
hardware and software rental fee and service fee on a monthly basis throughout the contract period for five years, effective
159
from 31 May 2006, under the fees and conditions stated in the contract. Subsequently, the Company entered into additional
agreements, based on the number of users, ended 31 July 2012.
Procurement agreement
Pan International (Thailand) Co., Ltd., the Company’s subsidiary, entered into the procurement agreements with other
subsidiaries, for necessary purchase and procurement services to the later subsidiaries. The procurement fee is 1% of the
value of goods and services purchased under such agreement.
Molasses purchase agreements
Thai Molasses Co., Ltd., the Company’s subsidiary, entered into molasses purchase and sale agreements with various
related companies in order to sell to other subsidiaries within the Group. The terms and conditions of these agreements
specify that the seller would sell molasses to the buyers in specified quantity, price, quality, delivery and received, payments,
responsibility, weight, sample analysis on molasses, and quality control, etc.
Glass bottle purchase and sale agreement
Thai Beverage Recycle Co., Ltd., the Company’s subsidiary, entered into the glass bottle purchase and sale agreement
with Berli Jucker PCL., a related party, to purchase various types of new glass bottles in order to sell to other subsidiaries
within the Group for a period of two years and eight months, effective from 1 May 2007 to 31 December 2009, under
the prices and conditions stated in the contract.
On 23 December 2009, the subsidiary entered into a new glass bottle purchase and sale agreement for a period of three years,
effective from 1 January 2010 to 31 December 2012, under the prices and conditions stated in the contract.
License agreements
- Three subsidiaries entered into license agreements with Beer Chang Co., Ltd., Archa Beer Co., Ltd., and Thai Beverage
Brands Co., Ltd., the Company’s subsidiaries, for rights and obligations for the sale of drinking water, soda water, beer,
draft beer and lager beer under the trade names of "CHANG", "ARCHA" and "FEDERBRAU". The subsidiaries are
committed to pay fees at a rate of 2% based on net sales at price, ex factory, excluding VAT and after deducting excise
tax, contributions to the health promotion fund and Thai Public Broadcasting Service.
- Sura Bangyikhan Co., Ltd., the Company’s subsidiary, entered into license agreements with 12 subsidiaries for the rights
to use trademarks for white spirits and Chiang - Chun blended spirits 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. With effective from January 2010,
the trademark fee was adjusted to Baht 0.50 - 1.20 per bottle, based on the contents and size of the bottle.
Sales Distributor Agreements
Thai Beverage Marketing Co., Ltd., the Company's subsidiary, entered into sales distributor agreements with two subsidiaries
to sell beverage products under the prices and conditions stated in the agreements for five years, effective from 3 October
2008 to 2 October 2013.
Biogas purchase and sale agreement
Thai Beverage Energy Co., Ltd., the Company’s subsidiary, entered into biogas purchase and sale agreements with three related
companies for a period of 19 years, effective from the year 2009 to 2028, to supply biogas to use as a fuel source in spirits
distillery process under the price and conditions stated in the agreements. Subsequently in 2010, the aforementioned
agreements were made with additional two related companies for a period of 18 years, effective from the year 2010 to 2028.
Annual Report 2010 | Thai Beverage Public Company Limited 160
Commitments with related parties
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Non-cancellable operating lease
commitments
Within one year 216 218 43 36
After one year but within five years 316 306 55 48
After five years - 4 - -
Total 532 528 98 84
Other commitments
Purchase molasses 1,613 1,056 - -
Sale molasses 171 - - -
Application service
provisioning agreement 27 79 27 79
Brewing supervision agreement 26 27 - -
Other agreements 9 11 33 40
Total 1,846 1,173 60 119
6. Cash and cash equivalents
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Cash on hand 47 68 - -
Cash at banks - current accounts 822 781 1 1
Cash at banks - saving accounts 1,387 1,678 22 128
Highly liquid short-term investments 1,103 63 - -
Total 3,359 2,590 23 129
161
The currency denomination of cash and cash equivalents as at 31 December was as follows:
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Thai Baht (THB) and other
functional currencies of
foreign subsidiaries 3,057 2,490 23 129
Hong Kong Dollars (HKD) 273 - - -
United States Dollars (USD) 28 69 - -
Others 1 31 - -
Total 3,359 2,590 23 129
7. Other investments
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Current investments
Short-term deposits at
financial institutions 1 4 - -
1 4 - -
Other long-term investments
Investment in government bonds 12 9 - -
Other non marketable equity
securities 6 6 - -
Less allowance for decline in
value of investments (4) (4) - -
14 11 - -
Total 15 15 - -
As at 31 December 2009, an indirect subsidiary invested in government bonds in the amount of Baht 8.5 million, bearing
interest rates at 5.90% and 4.25% per annum and maturity date in 2013 and 2014. The bonds has been pledged as a
collateral for electricity utilisation. Subsequently during 2010, the aforementioned indirect subsidiary invested additionally
in government bonds in the amount of Baht 3.66 million, bearing interest rate at 4.125% per annum and maturity date
in 2016. The bonds has been pledged as a collateral for natural gas utilisation
Other investments of the Group as at 31 December 2010 and 2009 were denominated entirely in Thai Baht.
Annual Report 2010 | Thai Beverage Public Company Limited 162
8. Trade accounts receivable
Consolidated
financial statements
Separate
financial statements
Note 2010 2009 2010 2009
(in million Baht)
Related parties 5 21 144 - -
Other parties 1,937 2,089 - -
1,958 2,233 - -
Less allowance for
doubtful accounts (36) (183) - -
Net 1,922 2,050 - -
Bad debts and (reversal of) doubtful debts
expense for the year (3) 41 - -
Aging analyses for trade accounts receivable were as follows:
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Related parties
Within credit terms 21 97 - -
Overdue:
Less than 3 months - 35 - -
6-12 months - 12 - -
21 144 - -
Other parties
Within credit terms 1,750 1,887 - -
Overdue:
Less than 3 months 158 49 - -
3-6 months 7 1 - -
6-12 months 10 7 - -
Over 12 months 12 145 - -
1,937 2,089 - -
Less allowance for doubtful
accounts (36) (183) - -
1,901 1,906 - -
Net 1,922 2,050 - -
The normal credit term granted by the Group ranges from 7 days to 180 days.
163
The currency denomination of trade accounts receivable as at 31 December was as follows:
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Thai Baht (THB) and other
functional currencies of
foreign subsidiaries 1,919 2,049 - -
United States Dollars (USD) 3 1 - -
Total 1,922 2,050 - -
9. Inventories
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Finished goods 10,017 10,678 - -
Maturing spirits 9,028 9,237 - -
Work in progress 3,867 3,162 - -
Raw materials 2,548 1,835 - -
Packaging materials 823 736 - -
Spare parts 428 432 - -
Others 608 377 - -
27,319 26,457 - -
Less allowance for decline in value (173) (263) - -
Net 27,146 26,194 - -
The cost of inventories which is recognised as an expense and included in ‘cost of sale of goods’ for the year ended 31
December 2010 amounted to Baht 87,176 million (2009: Baht 76,267 million).
Annual Report 2010 | Thai Beverage Public Company Limited 164
10. Other current assets
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Prepaid excise tax 743 774 - -
Refundable VAT 367 442 5 6
Refundable excise tax 231 324 - -
Prepaid expenses 189 171 10 5
Deposits 109 152 - -
Others 340 296 4 2
1,979 2,159 19 13
Less allowance for doubtful accounts (8) (10) - -
Net 1,971 2,149 19 13
The currency denomination of other current assets as at 31 December was as follows:
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Thai Baht (THB) and other functional
currencies of foreign subsidiaries 1,970 2,146 19 13
Others 1 3 - -
Total 1,971 2,149 19 13
11. Investments in subsidiaries
Separate
financial statements
2010 2009
(in million Baht)
At 1 January 80,091 77,162
Acquisitions 2 43
Increase in share capital in subsidiaries - 2,886
Disposals (46) -
At 31 December 80,047 80,091
165
Investments in subsidiaries as at 31 December 2010 and 2009, and dividend income from those investments for the
years then ended were as follows:
Separate financial statements
Ownership interest Paid-up capital Cost method Dividend income
2010 2009 2010 2009 2010 2009 2010 2009
(%) (in million Baht)
Subsidiaries
Beer Thai (1991) PCL. 100.00 100.00 5,550 5,550 12,500 12,500 - -
Beer Thip Brewery (1991) Co., Ltd. 100.00 100.00 6,600 6,600 12,500 12,500 541 541
Sangsom Co., Ltd. 100.00 100.00 7,500 7,500 7,500 7,500 135 -
Fuengfuanant Co., Ltd. 100.00 100.00 900 900 900 900 87 62
Mongkolsamai Co., Ltd. 100.00 100.00 700 700 691 691 10 -
Thanapakdi Co., Ltd. 100.00 100.00 700 700 697 697 - -
Kanchanasingkorn Co., Ltd. 100.00 100.00 700 700 700 700 48 57
Sura Bangyikhan Co., Ltd. 100.00 100.00 4,000 4,000 4,000 4,000 968 764
Athimart Co., Ltd. 100.00 100.00 900 900 900 900 104 121
S.S. Karnsura Co., Ltd. 100.00 100.00 800 800 800 800 142 102
Kankwan Co., Ltd. 100.00 100.00 800 800 800 800 158 166
Theparunothai Co., Ltd. 100.00 100.00 700 700 700 700 121 106
Red Bull Distillery (1988) Co., Ltd. 100.00 100.00 5,000 5,000 5,000 5,000 395 215
United Winery and Distillery Co., Ltd. 100.00 100.00 1,800 1,800 1,800 1,800 95 76
Simathurakij Co., Ltd. 100.00 100.00 900 900 888 888 124 49
Nateechai Co., Ltd. 100.00 100.00 800 800 800 800 62 72
Luckchai Liquor Trading Co., Ltd. 100.00 100.00 800 800 766 766 26 57
Sura Piset Thipparat Co., Ltd. 100.00 100.00 1,000 1,000 1,010 1,010 - -
Pomthip Co., Ltd. 100.00 100.00 10 10 10 10 11 104
Pomkit Co., Ltd. 100.00 100.00 10 10 10 10 34 -
Pomkung Co., Ltd. 100.00 100.00 10 10 10 10 - 122
Pomchok Co., Ltd. 100.00 100.00 10 10 10 10 91 177
Pomcharoen Co., Ltd. 100.00 100.00 10 10 10 10 19 21
Pomburapa Co., Ltd. 100.00 100.00 10 10 10 10 81 119
Pompalang Co., Ltd. 100.00 100.00 10 10 10 10 - -
Pomnakorn Co., Ltd. 100.00 100.00 10 10 10 10 21 -
Num Yuk Co., Ltd. 100.00 100.00 10 10 10 10 364 369
Num Kijjakarn Co., Ltd. 100.00 100.00 10 10 10 10 681 1,046
Num Palang Co., Ltd. 100.00 100.00 10 10 10 10 129 302
Num Muang Co., Ltd. 100.00 100.00 10 10 10 10 354 430
Num Nakorn Co., Ltd. 100.00 100.00 10 10 10 10 212 244
Num Thurakij Co., Ltd. 100.00 100.00 10 10 10 10 291 341
Numrungrod Co., Ltd. 100.00 100.00 10 10 10 10 409 -
Numthip Co., Ltd. 100.00 100.00 10 10 10 10 171 -
Thipchalothorn Co., Ltd. 100.00 100.00 1 1 3 3 340 609
Annual Report 2010 | Thai Beverage Public Company Limited 166
Separate financial statements
Ownership interest Paid-up capital Cost method Dividend income
2010 2009 2010 2009 2010 2009 2010 2009
(%) (in million Baht)
Subsidiaries (continued)
Krittayabun Co., Ltd. 100.00 100.00 5 5 27 27 375 406
Surathip Co., Ltd. 100.00 100.00 1 1 7 7 150 221
Sunthronpirom Co., Ltd. 100.00 100.00 5 5 25 25 209 140
Piromsurang Co., Ltd. 100.00 100.00 5 5 24 24 118 89
Thai Beverage Energy Co., Ltd. 100.00 100.00 860 860 864 864 - -
Wrangyer Beverage (2008) Co., Ltd. 100.00 100.00 200 200 200 200 - -
Thai Molasses Co., Ltd. 99.72 99.72 40 40 35 35 74 41
Feed Addition Co., Ltd. 100.00 100.00 1 1 32 32 28 54
Pan International (Thailand) Co., Ltd. 100.00 100.00 1 1 34 34 29 19
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 - -
Thai Beverage Recycle Co., Ltd. 100.00 100.00 123 123 134 134 128 54
Thai Beverage Logistics Co., Ltd. 100.00 100.00 1,012 1,012 1,012 1,012 - -
Thai Beverage Marketing Co., Ltd. 100.00 100.00 300 300 300 300 124 34
Dhanasindhi Co., Ltd. 100.00 100.00 20 20 24 24 29 52
Dhospaak Co., Ltd. 100.00 100.00 25 25 61 61 17 12
Thai Beverage Training Co., Ltd. 100.00 - 3 - 3 - - -
International Beverage
Holdings Limited
100.00 100.00 7,863 7,863 7,863 7,863 - -
Cosmos Brewery (Thailand) Co., Ltd. 100.00 100.00 1,667 1,667 4,139 4,139 22 -
Thai Beverage Brands Co., Ltd. 100.00 100.00 5 5 39 39 - -
Beer Chang Co., Ltd. 100.00 100.00 1 1 4,318 4,318 119 124
Archa beer Co., Ltd. 100.00 100.00 1 1 130 130 44 22
Sura Piset Phatra Lanna Co., Ltd. 100.00 100.00 1,000 1,000 1,015 1,015 - -
Oishi Group PCL. 89.26 89.93 375 375 6,206 6,253 600 698
Thai Drinks Co., Ltd. 100.00 100.00 60 60 60 60 - -
Total 54,306 54,303 80,047 80,091 8,290 8,238
167
Significant movements during the year ended 31 December 2010 of investment in subsidiaries were as follows:
(a) The Executive Board of Directors’ meeting held on 24 May 2010 unanimously approved in principle for 16 distilleries,
the Company’s subsidiaries, to purchase 23 Empty Bottle Inspection machines (E.B.I.) together with belt conveyor system,
amounting to Baht 387 million. This project will be invested in 2010 and 2011 in the amount of Baht 132 million and
Baht 255 million, respectively. Subsequently, all of the 16 distilleries had entered into the machine purchasing agreements
with an overseas company in the amount of JPY 370 million.
(b) The Executive Board of Directors’ meeting held on 21 June 2010 unanimously approved in principle for SPM Foods and
Beverages Company Limited, the Company’s indirect subsidiary, to purchase the machine for beverage production,
amounting to Baht 126 million. Subsequently, the aforementioned had entered into the machine purchasing agreement
with a related company in the amount of Baht 16.25 million.
(c) The Executive Board of Directors’ meeting held on 27 July 2010 unanimously approved in principle for International
Beverage Holdings (China) Limited, the Company’s indirect subsidiary, to increase its authorised share capital amounting
to HKD 17 million for an increase in the capital of Yunnan Yulinquan Liquor Co., Ltd., the subsidiary of the Company’s
indirect subsidiary, amounting to RMB 15 million. Subsequently, on 18 November 2010, International Beverage Holdings
(China) Limited received payment for the aforementioned its share capital.
(d) The Executive Board of Directors’ meeting held on 23 August 2010 unanimously approved in principle for Yunnan
Yulinquan Liquor Co., Ltd., the subsidiary of the Company’s indirect subsidiary, to acquire loan from a local financial
institution in Yunnan Province, People’s Republic of China in the amount not exceeding RMB 85 million or 70% of
appraisal value or total expenditures of production capacity of the expansion project, whichever is lower.
(e) In 2010, International Beverage Holdings Limited USA, Inc., a subsidiary of the indirect subsidiary, increased its authorised
share capital from USD 10.3 million to USD 11.8 million to fund its operations.
Annual Report 2010 | Thai Beverage Public Company Limited 168
12. Investments in associates
Consolidated
financial statements
2010 2009
(in million Baht)
At 1 January 128 112
Share of profits of investments - equity method 11 11
Translation of financial statement differences (16) 5
At 31 December 123 128
Investments in associates as at 31 December 2010 and 2009, and dividend income from those investments for the years
then ended were as follows:
Consolidated financial statements
Ownership
interest
Paid-up capital Cost method Equity method Dividend income
2010 2009 2010 2009 2010 2009 2010 2009 2010 2009
(%) (in million Baht)
Associates
Held by subsidiaries of indirect
subsidiaries
Liquorland Limited 49.49 49.49 69 69 18 18 123 128 - -
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 23 123 128 - -
169
Consoli
date
d f
inancia
l sta
tem
ents
Land
Land
impro
vem
ent
Buildin
g,
buildin
g a
nd
lease
hold
impro
vem
ent
Machin
ery
and
equip
ment
Oak
barrels
Furn
iture
,
fixt
ure
s
and o
ffice
equip
ment
Vehic
les
Ass
ets
under
const
ruction
and
inst
allation
Tota
lCost
Surp
lus
on
land
reva
luation
Tota
l
(in m
illion B
aht)
Cost
/ rev
alua
tion
At
1 J
anuary
20
09
7,8
67
4,2
63
12
,13
01
,44
91
7,4
70
42
,73
82
,71
98
60
2,6
14
75
38
0,7
33
Addit
ions
21
-2
12
15
65
65
81
33
25
41
,34
02
,47
9
Tra
nsfe
rs(3
7)
-(3
7)
15
45
86
15
11
41
-(1
,10
3)
-
Dis
posals
--
-(1
)(2
0)
(17
2)
(11
)(2
6)
(49
)-
(27
9)
Tra
nsla
tion d
iffe
rences
o
n c
onsolidati
on
1-
1-
37
31
13
(1)
(1)
-8
0
At
31
Dec
embe
r 2
00
9 a
nd
1
Jan
uary
20
10
7,8
52
4,2
63
12
,11
51
,46
51
8,1
01
43
,77
72
,74
01
,00
72
,81
89
90
83
,01
3
Addit
ions
15
4-
15
42
20
93
54
10
14
14
25
2,0
16
3,3
11
Tra
nsfe
rs-
--
26
1,1
35
48
6-
(78
)-
(1,5
69
)-
Dis
posals
--
--
(22
)(1
92
)(6
)(3
8)
(93
)-
(35
1)
Tra
nsla
tion d
iffe
rences
o
n c
onsolidati
on
(2)
-(2
)(1
)(1
18
)(1
20
)(3
5)
(1)
(1)
(6)
(28
4)
At
31
Dec
embe
r 2
01
08
,00
44
,26
31
2,2
67
1,4
92
19
,30
54
4,3
05
2,7
09
1,0
31
3,1
49
1,4
31
85
,68
9
13
. P
rope
rty,
pla
nt a
nd e
quip
men
t
Annual Report 2010 | Thai Beverage Public Company Limited 170C
onsoli
date
d f
inancia
l sta
tem
ents
Land
Land
impro
vem
ent
Buildin
g,
buildin
g a
nd
lease
hold
impro
vem
ent
Machin
ery
and
equip
ment
Oak
barrels
Furn
iture
,
fixt
ure
s
and o
ffice
equip
ment
Vehic
les
Ass
ets
under
const
ruction
and
inst
allation
Tota
lCost
Surp
lus
on
land
reva
luation
Tota
l
(in m
illion B
aht)
Dep
reci
atio
n an
d im
pairm
ent lo
sses
At
1 J
anuary
20
09
--
-6
45
7,1
66
28
,67
11
,58
85
92
2,4
90
34
1,1
55
Depre
cia
tion c
harg
e f
or
the y
ear
--
-9
08
45
3,0
70
13
11
19
48
-4
,30
3
Tra
nsf
ers
--
--
-(1
1)
11
1(1
)-
-
Dis
posa
ls-
--
( 1
)(1
6)
(14
3)
(5)
(22
)(4
3)
-(2
30
)
Eff
ect
of
move
ment
in
e
xchange r
ate
s-
--
-1
32
07
-(1
)-
39
At
31
Dec
embe
r 2
00
9 a
nd
1
Jan
uary
20
10
--
-7
34
8,0
08
31
,60
71
,73
26
90
2,4
93
34
5,2
67
Depre
cia
tion c
harg
e f
or
the y
ear
--
-9
09
01
3,1
05
12
91
21
79
-4
,42
5
Tra
nsf
ers
--
--
25
7-
(58
)(1
)-
-
Dis
posa
ls-
--
-(1
6)
(16
5)
(4)
(37
)(8
5)
(1)
(30
8)
Eff
ect
of
move
ment
in e
xchange
rate
s
--
-(1
)(4
8)
(68
)(2
1)
--
-(1
38
)
A
t 3
1 D
ecem
ber
20
10
--
-8
23
8,8
47
34
,53
61
,83
67
16
2,4
86
24
9,2
46
Net
boo
k va
lue
At 1
Jan
uary
200
9
Ow
ned a
ssets
7,8
67
4,2
63
12
,13
08
04
10
,30
41
4,0
64
1,1
31
26
81
20
75
03
9,5
71
Ass
ets
under
finance l
ease
s-
--
--
3-
-4
-7
7,8
67
4,2
63
12
,13
08
04
10
,30
41
4,0
67
1,1
31
26
81
24
75
03
9,5
78
At
31
Dec
embe
r 2
00
9 a
nd
1 J
anua
ry 2
01
0
Ow
ned a
ssets
7,8
52
4,2
63
12
,11
57
31
10
,09
31
2,1
60
1,0
08
31
73
23
98
73
7,7
34
Ass
ets
under
finance l
ease
s-
- -
--
10
--
2-
12
7,8
52
4,2
63
12
,11
57
31
10
,09
31
2,1
70
1,0
08
31
73
25
98
73
7,7
46
At
31
Dec
embe
r 2
01
0
Ow
ned a
ssets
8,0
04
4,2
63
12
,26
76
69
10
,45
89
,76
98
73
31
56
60
1,4
29
36
,44
0
Ass
ets
under
finance l
ease
s-
--
--
--
-3
-3
8,0
04
4,2
63
12
,26
76
69
10
,45
89
,76
98
73
31
56
63
1,4
29
36
,44
3
171
Property, plant and equipment under construction
As at 31 December 2010, an indirect subsidiary had assets under construction and installation for PET bottling beverage
production by Cold Aseptic Filling project and UHT packing machine project totalling Baht 1,244.13 million (2009: Baht
32.10 million).
Capitalised borrowing costs relating to the acquisition of the aforementioned project amounted to Baht 4.98 million (2009: nil),
with a capitalization rate of 1.30 – 2.92% per annum (2009: not applicable) (see note 28).
The gross amount of the Group’s fully depreciated plant and equipment that was still in use as at 31 December 2010
amounted to Baht 23,865 million (2009: Baht 10,521 million).
The carrying amount of idle land which is held for planned future business operations as at 31 December 2010 amounted
to Baht 1,221 million (2009: Baht 1,222 million).
Separate financial statements
Leasehold
improvements
Furniture,
fixtures and
office equipment Vehicles
Assets under
construction
and installation Total
(in million Baht)
Cost
At 1 January 2009 - 109 22 - 131
Additions - 15 3 18 36
Disposals - (1) (7) - (8)
At 31 December 2009 and
1 January 2010 - 123 18 18 159
Additions 2 8 - 1 11
Transfers 8 8 - (16) -
Disposals - (1) - - (1)
At 31 December 2010 10 138 18 3 169
Depreciation and impairment losses
At 1 January 2009 - 62 14 - 76
Depreciation charge for the year - 23 4 - 27
Disposals - (1) (6) - (7)
At 31 December 2009 and
1 January 2010 - 84 12 - 96
Depreciation charge for the year 2 22 3 - 27
Disposals - (1) - - (1)
At 31 December 2010 2 105 15 - 122
Net book value
At 1 January 2009 - 47 8 - 55
At 31 December 2009 and
1 January 2010 - 39 6 18 63
At 31 December 2010 8 33 3 3 47
Annual Report 2010 | Thai Beverage Public Company Limited 172
The gross amount of the Company’s fully depreciated equipment, leasehold improvement and vehicles that was still in use
as at 31 December 2010 amounted to Baht 79 million (2009: Baht 4 million).
14. Intangible assets
Consolidated financial statements
Goodwill
Computer
software Trademarks Licences Total
(in million Baht)
Cost
At 1 January 2009 3,198 94 331 6 3,629
Additions 3 14 57 12 86
Acquisition through
business combinations 61 - - - 61
Translation differences on
consolidation 13 - (3) - 10
At 31 December 2009 and
1 January 2010 3,275 108 385 18 3,786
Additions 1 28 2 - 31
Disposals (32) - - - (32)
Translation differences on
consolidation (41) - (7) - (48)
At 31 December 2010 3,203 136 380 18 3,737
Amortisation and impairment losses
At 1 January 2009 164 27 260 - 451
Amortisation charge for the year - 15 27 2 44
Translation differences on
consolidation 6 - (2) - 4
At 31 December 2009 and
1 January 2010 170 42 285 2 499
Amortisation charge for the year - 17 37 1 55
Translation differences on
consolidation (16) - (2) - (18)
At 31 December 2010 154 59 320 3 536
Net book value
At 1 January 2009 3,034 67 71 6 3,178
At 31 December 2009 and
1 January 2010 3,105 66 100 16 3,287
At 31 December 2010 3,049 77 60 15 3,201
173
Separate
financial statements
Computer software
(in million Baht)
Cost
At 1 January 2009 51
Additions 4
At 31 December 2009 and 1 January 2010 55
Additions 2
At 31 December 2010 57
Amortisation and impairment losses
At 1 January 2009 15
Amortisation charge for the year 9
At 31 December 2009 and 1 January 2010 24
Amortisation charge for the year 9
At 31 December 2010 33
Net book value
At 1 January 2009 36
At 31 December 2009 and 1 January 2010 31
At 31 December 2010 24
15. Leasehold rights
Consolidated
financial statements
(in million Baht)
Cost
At 1 January 2009 158
Additions 116
Translation differences on consolidation (5)
At 31 December 2009 and 1 January 2010 269
Additions -
Translation differences on consolidation (8)
At 31 December 2010 261
Annual Report 2010 | Thai Beverage Public Company Limited 174
Consolidated
financial statements
(in million Baht)
Amortisation and impairment losses
At 1 January 2009 46
Amortisation charge for the year 10
At 31 December 2009 and 1 January 2010 56
Amortisation charge for the year 12
At 31 December 2010 68
Net book value
At 1 January 2009 112
At 31 December 2009 and 1 January 2010 213
At 31 December 2010 193
16. Other non-current assets
Consolidated
financial statements
Separate
financial statements
Note 2010 2009 2010 2009
(in million Baht)
Advance payments to
a specialist 34 1,679 1,729 315 324
Deposits 187 293 - 2
Idle land 106 106 - -
Others 128 94 - -
Total 2,100 2,222 315 326
17. Interest-bearing liabilities
Consolidated
financial statements
Separate
financial statements
Note 2010 2009 2010 2009
(in million Baht)
Current
Bank overdrafts
Secured 566 655 - -
Unsecured 2 - - -
175
Consolidated
financial statements
Separate
financial statements
Note 2010 2009 2010 2009
(in million Baht)
Short-term loans from financial
institutions
Letter of comfort 94 163 - -
Unsecured 5,600 4,900 5,000 3,100
Bank overdrafts and short-term
loans from financial institutions 6,262 5,718 5,000 3,100
Current portion of long-term loans
from financial institutions
Unsecured 2,500 3,765 2,500 3,765
Short-term loans from related parties
Unsecured 5 - - 5,955 7,259
8,762 9,483 13,455 14,124
Non-current
Long-term loans from financial
institutions
Unsecured 600 2,500 - 2,500
Long-term loans from related parties
Unsecured 5 - - 10,403 9,743
600 2,500 10,403 12,243
Total 9,362 11,983 23,858 26,367
The periods to maturity of interest-bearing liabilities as at 31 December were as follows:
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Within one year 8,762 9,483 13,455 14,124
After one year but within five years 600 2,500 10,403 12,243
Total 9,362 11,983 23,858 26,367
Annual Report 2010 | Thai Beverage Public Company Limited 176
The principal features of the borrowings were as follows:
(a) Bank overdrafts are repayable on demand. As at 31 December 2010, the Group had total overdraft facilities amounting to
Baht 4,411 million (2009: Baht 4,003 million) which are partially supported by letters of comfort issued by the Company.
(b) Short-term loans from financial institutions. As at 31 December 2010, the Group had short-term loan facilities from
several financial institutions totalling Baht 37,671 million (2009: Baht 30,900 million) of money market rates quoted
by banks. The facilities are supported by unsecured promissory notes issued by the Group to several domestic financial
instition totaling Baht 5,600 million and to an overseas financial institution amounting to Baht 94 million and by a
letter of comfort issued by the Company, totalling Baht 5,694 million (2009: Baht 5,063 million).
On 27 February 2009, the Board of Directors approved the issuance and offering of short-term bill of exchange in the
amount not exceeding Baht 10,000 million.
(c) In 2007, the Company entered into a long-term loan agreement with a financial institution in the amount of 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. The last installment of long-term loan was paid in January 2010.
In 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 payable monthly
at 5% per annum. The last installment for long-term loan was paid in October 2010.
In November 2009, the Company entered into long term loans with two financial institutions amounting to Baht 3,000
million which is to be repaid monthly in six installments, Baht 500 million each, commencing from December 2010
to May 2011, interest is payable monthly at 2.11% per annum.
In November 2010, an indirect subsidiary entered into long term loans with a financial institution amounting to Baht
600 million which is to be repaid monthly in six installments, Baht 100 million each, commencing from May 2012
to October 2012, interest is payable monthly at 2.92% per annum.
Interest-bearing liabilities of the Group and the Company as at 31 December 2010 and 2009 were denominated entirely
in Thai Baht and other functional currencies of foreign subsidiaries.
177
18. Trade accounts payable
Consolidated
financial statements
Separate
financial statements
Note 2010 2009 2010 2009
(in million Baht)
Related parties 5 990 890 - -
Other parties 2,767 2,250 - -
Total 3,757 3,140 - -
The currency denomination of trade accounts payable as at 31 December was as follows:
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Thai Baht (THB) and other
functional currencies of
foreign subsidiaries 3,465 2,855 - -
Australia Dollars (AUD) 225 122 - -
Euro (EUR) 56 109 - -
Others 11 54 - -
Total 3,757 3,140 - -
19. Other current liabilities
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Accrued expenses 795 865 75 95
Value added tax payable 865 835 42 36
Accrued promotion expense 459 363 - -
Assets payable 552 350 3 9
Advanced payments from
customers for purchase of goods 425 204 - -
Outstanding cheque paid for
excise tax - 171 - -
Withholding tax payable 107 110 20 17
Others 258 191 4 2
Total 3,461 3,089 144 159
Annual Report 2010 | Thai Beverage Public Company Limited 178
The currency denomination of other current liabilities as at 31 December was as follows:
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Thai Baht (THB) and other
functional currencies of
foreign subsidiaries 3,175 3,065 144 158
Japanese (Yen) 253 - - -
Others 33 24 - 1
Total 3,461 3,089 144 159
20. Share capital
Par value 2010 2009
per share Number Baht Number Baht
(in Baht) (million shares / million Baht)
Authorised
At 1 January
- ordinary shares 1 29,000 29,000 29,000 29,000
At 31 December
- ordinary shares 1 29,000 29,000 29,000 29,000
Issued and paid-up
At 1 January
- ordinary shares 1 25,110 25,110 25,110 25,110
At 31 December
- ordinary shares 1 25,110 25,110 25,110 25,110
21. Additional paid-in capital and reserves
Share premium
Section 51 of the Public Companies Act B.E. 2535 requires companies to set aside share subscription monies received in
excess of the par value of the shares issued to a reserve account (“share premium”). Share premium is not available for
dividend distribution.
Legal reserve
Section 116 of the Public Companies Act B.E. 2535 requires that a company shall allocate not less than 5% of its annual
net profit, less any accumulated losses brought forward, to a reserve account (“legal reserve”), until this account reaches
an amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution.
179
Currency translation differences
The currency translation differences account within equity comprises all foreign currency differences arising from the
translation of the financial statements of foreign operations, as well as from the translation of liabilities that hedge the Company’s
net investment in a foreign operation.
Fair value changes
The fair value changes account within equity comprises the cumulative net change in the fair value of available-for-sale financial
assets until the investments are derecognised or impaired.
Valuation changes
The valuation changes account within equity cumulative net change in the valuation of property, plant and equipment included
in the financial statements at valuation until such property, plant and equipment is sold or otherwise disposed of.
22. Segment information
Segment information is presented in respect of the Group’s business and geographical segments. The primary format,
business segments, is based on the Group’s management and internal reporting structure.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated
on a reasonable basis.
In preparing segmental information, those liabilities and related interest expense that are not specifically attributable to
a particular segment are allocated on a percentage of net assets basis. Management believes this to be a fair indication
of the actual use of the liabilities.
Business segments
The Group comprises the following main business segments:
Spirits Production and sales of branded spirits products (mostly outside the group);
Beer Production and sales of branded beer products (mostly outside the group);
Non-alcoholic beverages Production and sales of branded soda, water, ready-to-drink coffee, energy drink,
green tea and fruit juice flavour (mostly outside the group); and
Food Japanese restaurants, bakery shops and distribution of food and beverage
(mostly outside the group)
Geographical 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 to external customers. Certain operating units of subsidiaries are located
in foreign countries.
In presenting information on the basis of geographical segments, segment revenue is based on the geographical location
of customers. Segment assets are based on the geographical location of the assets.
Annual Report 2010 | Thai Beverage Public Company Limited 180
Non-a
lcoholic
Spir
its
Beer
bevera
ges
Food
Elim
inati
on
Tota
l
20
10
20
09
20
10
20
09
20
10
20
09
20
10
20
09
20
10
20
09
20
10
20
09
(in m
illion B
aht)
Revenue f
rom
sale
of
goods
77
,03
46
9,7
33
33
,72
93
0,1
96
6,6
11
4,9
16
4,0
75
3,2
98
(88
)(1
74
)1
21
,36
11
07
,96
9
Inte
rest
incom
e8
52
41
22
5-
-1
31
6
Oth
er
incom
e2
64
18
39
23
23
29
30
17
14
(41
)(2
77
)3
61
27
3
Tota
l in
com
e7
7,3
06
69
,92
13
3,8
23
30
,52
36
,64
14
,94
84
,09
43
,31
7(1
29
)(4
51
)1
21
,73
51
08
,25
8
Cost
of
sale
of
goods
52
,04
64
5,5
40
28
,81
22
5,9
30
4,7
22
3,1
30
2,6
16
2,0
54
(99
)(4
5)
88
,09
77
6,6
09
Sellin
g e
xpenses
2,1
16
1,6
21
4,2
30
3,6
45
84
15
60
12
81
31
(28
)(1
73
)7
,28
75
,78
4
Adm
inis
trati
ve e
xpenses
6,2
75
5,9
90
3,0
91
2,9
42
79
66
50
1,1
27
96
2(2
)(2
33
)1
1,2
87
10
,31
1
Tota
l ex
pens
es6
0,4
37
53
,15
13
6,1
33
32
,51
76
,35
94
,34
03
,87
13
,14
7(1
29
)(4
51
)1
06
,67
19
2,7
04
Pro
fit (
loss
) be
fore
fi
nanc
e co
sts
and
in
com
e ta
x ex
pens
e1
6,8
69
16
,77
0(2
,31
0)
(1,9
94
)2
82
60
82
23
17
0-
-1
5,0
64
15
,55
4
Fin
ance c
osts
16
13
01
73
20
62
13
24
10
--
25
95
49
Pro
fit (
loss
) be
fore
in
com
e ta
x ex
pens
e1
6,7
08
16
,46
9(2
,38
3)
(2,2
00
)2
61
57
62
19
16
0-
-1
4,8
05
15
,00
5
Incom
e t
ax e
xpense
4,9
24
4,8
33
(75
5)
(56
8)
(11
8)
88
33
9-
-4
,08
44
,36
2
Pro
fit (
loss
) fo
r th
e pe
riod
11
,78
41
1,6
36
(1,6
28
)(1
,63
2)
37
94
88
18
61
51
--
10
,72
11
0,6
43
Bus
ines
s se
gmen
ts r
esul
ts
181
Spir
its
Beer
Non-a
lcoholic b
evera
ges
Food
Tota
l
20
10
20
09
20
10
20
09
20
10
20
09
20
10
20
09
20
10
20
09
(in m
illion B
aht)
Invento
ries
21
,71
22
1,0
24
4,3
31
4,5
34
1,0
00
54
71
03
89
27
,14
62
6,1
94
Pro
pert
y, p
lant
a
nd e
quip
ment
18
,91
42
0,0
68
12
,74
61
4,5
77
4,0
18
2,4
58
76
56
43
36
,44
33
7,7
46
Oth
er
assets
7,9
77
6,7
35
1,9
25
2,4
61
2,6
39
2,7
00
1,1
72
1,3
14
13
,71
31
3,2
10
Tota
l Ass
ets
48
,60
34
7,8
27
19
,00
22
1,5
72
7,6
57
5,7
05
2,0
40
2,0
46
77
,30
27
7,1
50
Inte
rest-
beari
ng lia
bilit
ies
5,8
08
7,3
25
2,1
09
3,7
37
1,2
88
70
71
57
21
49
,36
21
1,9
83
Oth
er
liabilit
ies
6,8
74
5,9
24
1,1
46
1,5
17
1,0
26
74
16
66
54
19
,71
28
,72
3
Tota
l lia
bilit
ies
12
,68
21
3,2
49
3,2
55
5,2
54
2,3
14
1,4
48
82
37
55
19
,07
42
0,7
06
Cap
ital
exp
endi
ture
Pro
pert
y, p
lant
and
e
quip
ment
1,0
19
1,0
39
42
89
58
1,5
58
21
53
06
26
73
,31
12
,47
9
Inta
ngib
le a
ssets
13
64
83
31
71
83
18
6
Leasehold
rig
hts
-1
16
--
--
--
-1
16
Depre
cia
tion
2,2
57
2,2
20
1,6
15
1,5
86
37
83
54
17
51
43
4,4
25
4,3
03
Am
ort
isati
on
45
34
55
43
13
12
67
54
Gain
on d
isposal of
assets
75
61
33
91
11
5-
-1
19
85
Bus
ines
s se
gmen
ts fi
nanc
ial
posi
tion
Annual Report 2010 | Thai Beverage Public Company Limited 182
Geographic segments
The segment financial information of the Group based on geographical segments in the consolidated financial statements
for the years ended 31 December 2010 and 2009 were as follows:
Consolidated financial statements
Income
Property, plant
and equipment
2010 2009 2010 2009
(in million Baht)
Thailand 117,815 105,047 35,088 36,217
Overseas 3,920 3,211 1,355 1,529
Total 121,735 108,258 36,443 37,746
23. Other income
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Gain on disposal of assets 119 84 - 3
Gain on sale of investment 53 - 49 -
Revenue from sales of scraps 28 13 - -
Net gain on foreign exchange - 20 1 -
Others 151 145 8 9
Total 351 262 58 12
24. Selling expenses
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Marketing and advertising 6,599 5,352 - -
Transportation 465 282 - -
Commission 224 151 - -
Total 7,288 5,785 - -
183
25. Administrative expenses
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Personnel expenses 4,448 4,029 8 7
Idle capacity 1,985 2,231 - -
Travelling 672 792 1 -
Rental 762 658 1 -
Depreciation and amortisation 503 447 1 1
Donation 596 394 2 2
Hire and services 488 287 - -
Others 1,495 1,171 8 9
Total 10,949 10,009 21 19
26. Employee benefit expenses
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Management
Salaries and wages 170 153 170 153
Bonus 108 97 108 97
Contribution to defined benefit plans 2 2 2 2
Others 58 49 15 14
338 301 295 266
Other employees
Salaries and wages 4,619 4,226 275 246
Bonus 773 708 71 64
Overtime and perdiem allowance 382 292 10 12
Contribution to defined benefit plans 94 22 6 5
Others 960 843 58 47
6,828 6,091 420 374
Total 7,166 6,392 715 640
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 employees’ basic salaries. The provident funds are
registered with the Ministry of Finance as juristic entities and are managed by a licensed Fund Manager.
Annual Report 2010 | Thai Beverage Public Company Limited 184
27. Expenses by nature
The statements of income include an analysis of expenses by function. Expenses by nature disclosed in accordance with
the requirements of various TFRS were as follows:
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
Included in cost of sales of goods: (in million Baht)
Changes in inventories of finished
goods and work in progress 124 (4,169) - -
Raw materials, consumables and
excise tax used 82,330 67,270 - -
Employee benefit expenses 2,379 2,062 - -
Depreciation and amortisation 3,975 3,885 - -
Included in selling expenses:
Marketing and sales promotion
expenses 6,054 4,800 - -
Advertising and public relations 545 552 - -
Included in administrative expenses:
Employee benefit expenses 4,786 4,330 715 640
Depreciation and amortisation 518 471 35 37
Rental 762 658 30 20
28. Finance costs
Consolidated Separate
financial statements financial statements
Note 2010 2009 2010 2009
(in million Baht)
Interest expense:
Related parties 5 - - 728 704
Financial institutions 264 482 223 357
Others - 67 - 66
264 549 951 1,127
Less assets under construction (5) - - -
Net 259 549 951 1,127
185
29. Income tax expense
The current tax expense in the consolidated statement of income is less than the amount determined by applying the Thai
corporation tax rate to the accounting profit for the year principally because:
(a) the Group’s unutilised tax losses brought forward from the previous year have been utilised during the year to set-off
against the current year’s tax charge for 2010 amounted to Baht 101 million (2009: Baht 21 million).
(b) a significant portion of the Group’s profit was derived from promoted activities for which concessionary tax rates apply
for 2010 amounted to Baht 37 million (2009: Baht 2 million).
(c) of the different treatment for accounting and taxation purposes of certain items of income and expense of the Group
for 2010 amounted to Baht (261) million (2009: Baht (214) million).
(d) losses suffered by certain subsidiaries of the Group can not be set-off against the profits of subsidiaries of the Group
for tax purposes for 2010 amounted to Baht 41 million (2009: Baht 104 million).
(e) the Group has any adjustment to tax payable in respect of previous years for 2010 amounted to Baht 1 million (2009:
Baht (7) million).
The current tax expense in the separate statement of income is less than the amount determined by applying the Thai
corporation tax rate to the accounting profit for the year principally because:
(a) dividends are not subject to tax for 2010 amounted to Baht 2,487 million (2009: Baht 2,471 million).
(b) of the different treatment for accounting and taxation purposes of certain items of income and expense for 2010
amounted to Baht 16 million (2009: Baht 30 million).
(c) the Company has any adjustment to tax payable in respect of previous years for 2010 amounted to Baht 0.28 million.
30. Promotional privileges
Promotional privileges from the Board of Investment
By virtue of the provisions of the Industrial Investment Promotion Act of B.E. 2520, two subsidiaries have been granted
privileges by the Board of Investment relating to the production of bio-gas and the production of beverage. The privileges
granted include:
The production of bio-gas
(a) exemption from payment of import duty on machinery approved by the Board;
(b) exemption from payment of income tax for certain operations for a period of eight years from the date on which the
income is first derived from such operations;
(c) a 50% reduction in the normal tax rate on the net profit derived from certain operations for a period of five years,
commencing from the expiry date in (b) above; and
Annual Report 2010 | Thai Beverage Public Company Limited 186
(d) exemption from income tax on dividend income derived from certain promoted operations of its subsidiaries for a period
of eight years.
The production of beverage
(a) exemption from payment of import duty on machinery approved by the Board;
(b) exemption from payment of income tax for certain operations for a period of eight years from the date on which the
income is first derived from such operations; and
(c) exemption from income tax on dividend income derived from certain promoted operations of its subsidiaries for a period
of eight years.
As promoted companies, the aforementioned subsidiaries must comply with certain terms and conditions prescribed in
the promotional certificates.
Summary of revenue from promoted and non-promoted businesses:
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Promoted businesses 4,071 3,658 - -
Non-promoted businesses 117,290 104,311 - -
Total 121,361 107,969 - -
Privileges granted to business operator in Free Zone
Also in 2004 another subsidiary was granted approval from the Customs Department to operate in a “Free Zone”, whereby
the subsidiary obtains privileges related to the payment of import and export taxes, valued added tax and excise tax. Various
other privileges are also granted.
187
31. Basic earnings per share
The calculations of basic earnings per share for the years ended 31 December 2010 and 2009 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
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht / million shares)
Profit attributable to equity holders of
the Company (basic) 10,612 10,566 8,927 8,643
Number of ordinary shares outstanding 25,110 25,110 25,110 25,110
Basic earnings per share (in Baht) 0.42 0.42 0.36 0.34
32. Dividends
At the meeting of the Board of Directors held on 10 August 2010, the directors had adopted a resolution to approve the
interim dividend payment for the year 2010 of 25,110 million ordinary shares at Baht 0.15 per share, totalling Baht 3,766
million. The interim dividend was paid to shareholders on 8 September 2010.
At the annual general meeting of the shareholders of the Company held on 29 April 2010, the shareholders approved the
appropriation of dividend of Baht 0.33 per share, amounting to Baht 8,286 million. On 10 September 2009, the interim
dividend of Baht 0.15 per share was paid, totalling Baht 3,766 million. The remaining dividend of Baht 0.18 per share,
totalling Baht 4,520 million, was paid on 26 May 2010.
At the annual general meeting of the shareholders of the Company held on 29 April 2009, the shareholders approved the
appropriation of dividend of Baht 0.30 per share, amounting to Baht 7,533 million. On 11 September 2008, the interim
dividend of Baht 0.12 per share was paid, totalling Baht 3,013 million. The remaining dividend of Baht 0.18 per share,
totalling Baht 4,520 million, was paid on 27 May 2009.
33. Financial instruments
Financial risk management policies
The Group is exposed to normal business risks from changes in market interest rates and currency exchange rates and
from non-performance of contractual obligations by counterparties. The Group does not hold or issue derivative financial
instruments for speculative or trading purposes.
Risk management is integral to the whole business of the Group. The Group has a system of controls in place to create
and acceptable balance between the cost of risks occurring and the cost of managing the risks. The management continually
monitors the Group’s risk management process to ensure that an appropriate balance between risk and control is achieved.
Annual Report 2010 | Thai Beverage Public Company Limited 188
Capital management
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business. The Board monitors the return on capital, which the Group defines as result
from operating activities divided by total shareholders’ equity, excluding non-controlling interests and also monitors the
level of dividends to ordinary shareholders.
Interest rate risk
Interest rate risk is the risk that future movements in market interest rates will affect the results of the Group’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 17). 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 rate
Within
1 year
After 1
year but
within 5
years Total
(% per annum) (in million Baht)
2010
Current
Loans receivable - Related parties 5.00 1,977 - 1,977
Non-current
Loans receivable - Related parties 5.00 - 2,499 2,499
Total 1,977 2,499 4,476
2009
Current
Loans receivable - Related parties 5.00 2,642 - 2,642
Non-current
Loans receivable - Related parties 5.00 - 3,455 3,455
Total 2,642 3,455 6,097
189
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 rate
Within
1 year
After 1
year but
within 5
years Total
(% per annum) (in million Baht)
2010
Current
Bank overdrafts 2.52 568 - 568
Loans payable - Financial institutions 1.93 5,694 - 5,694
Current portion of long-term loans 2.11 2,500 - 2,500
Non-current
Loans payable - Financial institutions 2.92 - 600 600
Total 8,762 600 9,362
2009
Current
Bank overdrafts 2.50 655 - 655
Loans payable - Financial institutions 1.70 5,063 - 5,063
Current portion of long-term loans 4.59 3,765 - 3,765
Non-current
Loans payable - Financial institutions 2.11 - 2,500 2,500
Total 9,483 2,500 11,983
Annual Report 2010 | Thai Beverage Public Company Limited 190
Separate financial statements
Effective
interest
rate
Within
1 year
After 1
year but
within 5
years Total
(% per annum) (in million Baht)
2010
Current
Loans payable - Financial institutions 1.91 5,000 - 5,000
Current portion of long-term loans 2.11 2,500 - 2,500
Loans payable - Related parties 5.00 5,955 - 5,955
Non-current
Loans payable - Related parties 5.00 - 10,403 10,403
Total 13,455 10,403 23,858
2009
Current
Loans payable - Financial institutions 1.71 3,100 - 3,100
Current portion of long-term loans 4.59 3,765 - 3,765
Loans payable - Related parties 5.00 7,259 - 7,259
Non-current
Loans payable - Financial institutions 2.11 - 2,500 2,500
Loans payable - Related parties 5.00 - 9,743 9,743
Total 14,124 12,243 26,367
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 to hedge such financial assets and liabilities denominated
in foreign currencies. The forward exchange contracts entered into at the reporting date also relate to anticipated purchases
and sales, denominated in foreign currencies, for the subsequent period.
At 31 December, the Group and the Company were exposed to foreign currency risk in respect of financial assets and
liabilities denominated in the following currencies:
Consolidated
financial statements
Separate
financial statements
Note 2010 2009 2010 2009
(in million Baht)
United States Dollars
Cash and cash equivalents 6 28 69 - -
Trade accounts receivable 8 3 1 - -
Other current assets 1 2 - -
191
Consolidated
financial statements
Separate
financial statements
Note 2010 2009 2010 2009
(in million Baht)
Trade accounts payable (7) (7) - -
Other current liabilities (9) (18) - -
Gross balance sheet exposure 16 47 - -
Estimated forecast purchase of assets - (6) - -
Estimated forecast purchase of goods (749) (899) - -
Estimated forecast other liabilities (4) (3) - -
Gross exposure (737) (861) - -
Forwards to buy foreign currency 652 769 - -
Net exposure (85) (92) - -
Euro
Trade accounts payable 18 (56) (109) - -
Other current liabilities (21) (5) - -
Gross balance sheet exposure (77) (114) - -
Estimated forecast purchase of goods (813) (773) - -
Estimated forecast purchase of assets (718) (65) - -
Gross exposure (1,608) (952) - -
Forwards to buy foreign currency 1,352 778 - -
Net exposure (256) (174) - -
Great Britain Pound
Cash and cash equivalents 1 1 - -
Trade accounts payable (4) (47) - -
Other current liabilities (1) - - -
Gross balance sheet exposure (4) (46) - -
Estimated forecast purchases Goods (119) (51) - -
Estimated forecast purchase of Advertising (52) (67) - -
Estimated forecast purchase of assets (3) - - -
Gross exposure (178) (164) - -
Forwards to buy foreign currency 177 152 - -
Net exposure (1) (12) - -
Australia Dollars
Trade accounts payable 18 (225) (122) - -
Gross balance sheet exposure (225) (122) - -
Estimated forecast purchases Goods (1,094) (495) - -
Gross exposure (1,319) (617) - -
Forwards to buy foreign currency 773 - - -
Net exposure (546) (617) - -
Annual Report 2010 | Thai Beverage Public Company Limited 192
Consolidated
financial statements
Separate
financial statements
Note 2010 2009 2010 2009
(in million Baht)
Hong Kong Dollars
Cash and cash equivalents 6 273 30 - -
Other current assets - 1 - -
Gross exposure 273 31 - -
Japanese Yen
Other current liabilities 19 (253) - - -
Gross balance sheet exposure (253) - - -
Estimated forecast purchase of machinery (14) - - -
Estimated forecast purchase of assets - (512) - -
Forwards to buy foreign currency (65) - - -
Gross exposure (332) (512) - -
Forwards to buy foreign currency 203 512 - -
Net exposure (129) - - -
Other foreign currencies
Other current liabilities (2) (1) (1) (1)
Gross balance sheet exposure (2) (1) (1) (1)
Forwards to sell foreign currency - (2) - -
Net exposure (2) (3) (1) (1)
Credit risk
Credit risk is the potential financial loss resulting from the failure of a customer or counterparty to settle its financial and
contractual obligations to the Group as and when they fall due.
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations
are performed on all customers requiring credit over a certain amount. At the reporting date there were no significant
concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial
asset in the balance sheet. However, due to the large number of parties comprising the Group’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 Group’s operations and to mitigate the effects of fluctuations in cash flows.
Determination of fair values
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial
and non-financial assets and liabilities. The fair value is the amount for which an asset could be exchanged, or a liability
193
settled, between knowledgeable, willing parties in an arm’s length transaction. Fair values have been determined for
measurement and/or disclosure purposes based on the following methods. When applicable, further information about the
assumptions made in determining fair values in disclosed in the notes specific to that asset or liability.
The fair value of trade and other short-term receivables and loans to and other receivables from related parties is taken
to approximate the carrying value.
The fair value of other long-term investments is taken to approximate the carrying value. Interest rates of investment in
government bonds are fixed.
The fair value of trade accounts payable, loans from related parties and other payable, other payables from related parties,
and other current liabilities is taken to approximate the carrying value.
The fair value of loans is taken to approximate the carrying value. The loans are bearing interest at rates closed to current
market rate.
The fair value of forward exchange contracts is based on their listed market price, if available. If a listed market price is
not available, then fair value is estimated by discounting the difference between the contractual forward price and the
current forward price at the reporting date for the residual maturity of the contract using a risk-free interest rate (based
on government bonds).
Fair value of forward exchange contracts at 31 December was as follows:
Currency
denomination
Consolidated
financial statements
2010 2009 2010 2009
(in million) (in million Baht)
Currency forwards
Assets
Singapore Dollars - 0.09 - 2
Liabilities
Euro 34 16 1,348 773
Great Britain Pound 17 18 788 942
Australia Dollars 25 - 753 -
United States Dollars 22 23 658 768
Japanese Yen 542 1,399 201 508
Total 3,748 2,991
Annual Report 2010 | Thai Beverage Public Company Limited 194
34. Commitments with non-related parties
Consolidated
financial statements
Separate
financial statements
2010 2009 2010 2009
(in million Baht)
Capital commitments
Contracted but not provided for:
Buildings and other constructions 319 561 - -
Machinery and equipment 907 746 - -
Total 1,226 1,307 - -
Non-cancellable operating lease
commitments
Within one year 348 294 6 10
After one year but within five years 300 227 11 7
After five years 19 25 - -
Total 667 546 17 17
Other commitments
Forward contracts to buy foreign currencies 3,831 3,050 - -
Forward contracts to sell foreign currencies - (2) - -
Goods and raw materials purchase
agreements 2,777 2,218 - -
Specialist agreements 1,386 1,454 234 245
Unused letters of credit for goods and
supplies 801 552 - -
Service agreements 560 527 6 11
Advertising services and
sponsorship agreements 327 472 - -
Molasses purchase agreements 191 284 - -
Bank guarantees 191 175 37 47
Other agreements 3 5 - 3
Total 10,067 8,735 277 306
Significant capital commitments
An indirect subsidiary has entered into factory building construction and machinery installation agreements with several
companies due to in 2009, the said indirect subsidiary has invested in Cold-Aseptic-Filling beverage and PET bottle
production project in the amount not exceeding Baht 1,430 million. Subsequently in 2010, the said indirect subsidiary
has also invested in UHT packaging machine project in the amount not exceeding Baht 980 million.
195
Significant other commitments
Specialist agreements
In 2004, the Company and four subsidiaries entered into production and blending control agreements with a specialist
for a period of 40 years from 1 August 2004 to 1 August 2044. Under the agreements, the Company and its subsidiaries
are obliged to pay monthly service fees of Baht 4.3 million which are to be annually increased by 5% for the first 20
years from 1 August 2004 to 1 August 2024. Afterwards, the Company and its subsidiaries have to pay monthly service
fees of Baht 0.25 million until the expiration of the agreements. Service fee under the agreements totaled Baht 1,766.2
million. Subsequently, the addendums were made on 5 January 2006, under which the Company and its subsidiaries have
to pay additional amount to this specialist amounting to Baht 2,000 million. Therefore, the total service fees under the
agreements both outstanding and already paid by the Company and its subsidiaries amounted to Baht 3,766.2 million.
As at 31 December 2010 the remaining commitments to be paid, relating to these agreements, amounted to Baht 1,386.4 million.
Sponsorship agreement
In 2008, a subsidiary renewed a sponsorship agreement with Everton Football Club, in the United Kingdom, for a period
of three years from 1 June 2008 to 31 May 2011 in order to promote the Group’s businesses globally. Under the agreement,
the subsidiary is obliged to pay a minimum amount of GBP 0.5 million and a maximum amount of GBP 3.5 million per year,
dependent on the performance of Everton football team in each year.
Distributor agreement
In 2008, an indirect subsidiary renewed a distributor agreement with a local company to act as a distributor for green tea
products for a period of three years from 4 November 2008 to 3 November 2011.
Hot-fill PET bottle trading agreement
In 2005, an indirect subsidiary entered into a hot-fill PET bottle trading agreement with a local bottle manufacturing
company according to the quantity required from the indirect subsidiary on a monthly basis at the price specified in the
agreement. The agreement is for a 15-year period, commencing 150 days after the agreement date.
Material and package trading agreement
In 2007, a subsidiary and an indirect subsidiary entered into a material and package trading agreement with a local
company for distribution of products to the Group’s shops and for materials and packaging management. The two subsidiaries
committed to pay the service charge at the rate specified in the agreement for a period of three years from 1 April 2007
to 31 March 2010 with the renewal option for another three years. Subsequently in April 2010, the said subsidiaries
entered into new agreements for a period of two years and eight months from 1 May 2010 to 31 December 2012.
Transportation agreement
In 2007, a subsidiary and an indirect subsidiary entered into a transportation agreement with a local company to transport
products from factory to the destination. Transportation cost is calculated for each trip at the rate stated in the agreement.
The term of the agreement is three years from 1 November 2007 to 31 October 2010. Subsequently, on 1 February 2010,
the said subsidiaries entered into a new agreement due to the transportation fee rate adjustment. The term of the agreement
is three years from 1 January 2010 to 31 December 2012 and may be extended for successive terms of one year each
or terminated if any party does not comply with the terms and conditions stated in the agreement or if not less than 30
days prior written notice is given by any one party to the other.
Annual Report 2010 | Thai Beverage Public Company Limited 196
License agreement
A subsidiary entered into a license agreement with an overseas company for operating Japanese restaurants in the Kingdom
of Thailand as the master license for a period of 10 years from 20 May 2008. Unless there is a notification to terminate
the agreement within 180 days before the expiration, this agreement continues to be in effect for the successive 10 years
term. The subsidiary committed to pay Initial License Fee, License Fee and Royalty Fee as stated in the agreement.
On 29 June 2009, the said subsidiary entered into a license agreement with another overseas company for operating
Japanese restaurants in the Kingdom of Thailand as the master license for a period of 10 years from 29 June 2009.
Unless there is a notification to terminate the agreement within 180 days before the expiration, this agreement continues
to be in effect for the successive 10 years term. The subsidiary committed to pay Initial License Fee, License Fee and
Royalty Fee as stated in the agreement.
Natural gas trading agreement
On 30 September 2009, an indirect subsidiary entered into a natural gas trading agreement with a local company at the
condition specified in the agreement for a period of 7 years from 21 December 2009 to 30 November 2016 with the
renewal option by written notice not less than 90 days before the expiration.
Supply agreement
On 1 June 2010, an indirect subsidiary entered into a supply agreement to purchase Aseptic Preforms and Aseptic Plastic
Closures to support its aseptic fillings line with a local company, whereby the subsidiary agreed to buy the raw material
at category and price specified in the terms and conditions of the agreement. The agreement has been effective until 31
August 2010 unless the counterparties agree otherwise.
35. Events after the reporting period
(a) On 5 January 2011, International Beverage Trading Limited (“IBTL”) was incorporated in Bermuda with registered
share capital of USD 0.1 million by issuing 0.1 million ordinary shares with a USD 1 par value. International
Beverage Holdings Limited, the Company’s subsidiary, holds the entire shares.
(b) At the Executive Board of Directors’ meeting held on 24 January 2011, the directors approved in principle for
Charun Business 52 Co., Ltd. to sell its entire assets.
(c) At the Board of Directors’ meeting held on 23 February 2011, the directors agreed to propose a dividend
payment for the year of Baht 0.35 per share, totalling Baht 8,789 million. The interim dividend paid was Baht
0.15 per share, totalling Baht 3,767 million. The remaining dividend payment is Baht 0.2 per share, totalling
Baht 5,022 million.
36 . Thai Financial Reporting Standards (TFRS) not yet adopted
The Group has not adopted the following new and revised TFRS that have been issued as of the reporting date but are
not yet effective. The new and revised TFRS are anticipated to become effective for annual financial periods beginning
on or after 1 January in the year indicated in the following table.
197
TFRS Topic Year
effective
TAS 1 (revised 2009) Presentation of Financial Statements 2011
TAS 2 (revised 2009) Inventories 2011
TAS 7 (revised 2009) Statement of Cash Flows 2011
TAS 8 (revised 2009) Accounting Policies, Changes in Accounting Estimates and Errors 2011
TAS 10 (revised 2009) Events after the Reporting Period 2011
TAS 11 (revised 2009) Construction Contracts 2011
TAS 12 Income taxes 2013
TAS 16 (revised 2009) Property, Plant and Equipment 2011
TAS 17 (revised 2009) Leases 2011
TAS 18 (revised 2009) Revenue 2011
TAS 19 Employee Benefits 2011
TAS 21 (revised 2009) The Effects of Changes in Foreign Exchange Rates 2013
TAS 23 (revised 2009) Borrowing Costs 2011
TAS 24 (revised 2009) Related Party Disclosures 2011
TAS 27 (revised 2009) Consolidated and Separate Financial Statements 2011
TAS 28 (revised 2009) Investments in Associates 2011
TAS 33 (revised 2009) Earnings per Share 2011
TAS 34 (revised 2009) Interim Financial Reporting 2011
TAS 36 (revised 2009) Impairment of Assets 2011
TAS 37 (revised 2009) Provisions, Contingent Liabilities and Contingent Assets 2011
TAS 38 (revised 2009) Intangible Assets 2011
TAS 40 (revised 2009) Investment Property 2011
TFRS 3 (revised 2009) Business Combinations 2011
Management expects to adopt and apply these new and revised TFRS in accordance with the FAP’s announcement and
has made a preliminary assessment of the potential initial impact on the consolidated and separate financial statements
of those new and revised TFRS assessed to have the greatest potential impact on the financial statements in the period
of initial application. These standards are as follows:
TAS 16 (revised 2009) – Property, plant and equipment
The principal changes introduced by the revised TAS 16 and affecting the Group are that (i) costs of asset dismantlement,
removal and restoration have to be included as asset costs and subject to annual depreciation; (ii) the depreciation charge
has to be determined separately for each significant part of an asset; and (iii) in determining the depreciable amount, the
residual value of an item of property, plant and equipment has to be measured at the amount estimated receivable currently
for the asset if the asset were already of the age and in the condition expected at the end of its useful life. Furthermore,
the residual value and useful life of an asset have to be reviewed at least at each financial year-end.
The revised TAS 16 permits as a transitional provision that these changes may be introduced prospectively from the year
of introduction. Management intends to adopt this transitional provision and accordingly the introduction of the revised
TAS 16 from 1 January 2011 has no impact on the financial statements of 2010 or prior years. Management is currently
reviewing the impact on the financial statements of introducing the revised TAS 16 from 1 January 2011.
Annual Report 2010 | Thai Beverage Public Company Limited 198
TAS 19 – Employee benefits
Prior to the introduction of TAS 19, there was no Thai accounting standard covering employee benefits and the Group
does not presently account for the costs of post-employment benefits under defined benefit plans; other long-term employee
benefits; and termination benefits until such costs are incurred. The new TAS 19 includes the requirements to recognise
and account for such costs in the period in which the service is performed. The requirements are complex and require
actuarial assumptions to measure the obligation and expense. Moreover, the obligations are measured on a discounted
basis because they may be settled many years after the employees render the related service. The transitional provisions
of TAS 19 permit the transitional liability to be recognised and accounted for in one of four different ways:
(i) retrospectively;
(ii) immediately in equity (retained earnings) at the transition date;
(iii) immediately in profit or loss at the transition date;
(iiii) as an expense on a straight-line basis over up to five years from the transition date.
Management has determined that the transitional liability as at 1 January 2011 for post-employment benefits is Baht
1,052 million for the Group and Baht 173 million for the Company. Management intends to adopt transitional provision
ii to recognise and account for this liability.
TAS 12 – Deferred tax
Whilst not specifically addressed in currently effective TFRS, provisions for income tax of the Group are typically based
on corporate income tax currently payable in the period under the Revenue Code of Thailand. The Group does not, therefore,
recognise deferred tax assets and liabilities for the current period.
Under TAS 12, deferred tax is recognised using the balance sheet method, providing for temporary differences between
the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse,
based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognised
to the extent that it is probable that future taxable profits will be available against which the temporary differences can
be fully utilised. Deferred tax assets are reviewed at each reporting date and reduce to the extent that it is no longer
probable that the related tax benefit will be realised. Management is currently reviewing the impact on the financial
statements of introducing the revised TAS 16 from 1 January 2011.
TAS 40 – Investment property
Prior to the introduction of TAS 40, owned land held to earn rental income is classified as part of property, plant and
equipment. This land is carried at a revalued amount less any subsequent accumulated impairment losses. Any increase
in value, on revaluation, is credited to equity under the heading ‘revaluation surplus’.
Under TAS 40, owned property held to earn rental income is classified as part of investment property. TAS 40 allows
enterprises to choose either a fair value model or a cost model to measure investment property.
199
In accordance with the fair value model, an enterprise should measure all of its investment property at its fair value. Any
gain or loss arising from a change in the fair value of investment property should be recognised in profit or loss for the
period in which it arises. In accordance with the cost model, land and buildings held as investment property should be
measured at cost less accumulated depreciation and impairment losses. The Group will adopt the cost method for
investment property consisting of both land and buildings. Management is currently reviewing the impact on the financial
statements of introducing the revised TAS 40 from 1 January 2011.
37. Significant differences between TFRS and IFRS (unaudited/ unreviewed)
These consolidated financial statements have been prepared in accordance with TFRS which differ in certain significant
respects from International Financial Reporting Standards (“IFRS”). The following disclosure provides a summary of certain
significant differences between TFRS and IFRS (other than specified in Note 36), as applicable to the consolidated financial
statements of the Group, and a reconciliation of net profit and total equity from TFRS to IFRS. Neither the narrative
summary nor the reconciliation should be construed as being exhaustive or presented fairly in all material respects and
are provided for information purposes only.
(a) Financial instruments
TFRS has certain disclosure requirements for financial instruments, but only limited guidance on the recognition and
measurement of financial instruments. The Group has decided not to recognise derivative financial instruments on the
balance sheet. However, foreign currency assets and liabilities hedged by these contracts are translated into Thai Baht
at exchange rates ruling at the reporting date.
Under IFRS, derivative financial instruments are recognised initially at fair value; attributable transaction costs are
recognised in the statement of income when incurred. Subsequent to initial recognition, they are remeasured at fair
value. The gain or loss on remeasurement to fair value is recognised immediately in the statement of income.
(b) Goodwill
Until 31 December 2007, TFRS required goodwill arising from a business combination to be systematically amortised
over its estimated useful life, although its useful life should not exceed 20 years from initial recognition.
During 2007, TFRS on goodwill was revised in accordance with IFRS which is effective for annual accounting periods
beginning on or after 1 January 2008.
Under the revised TFRS, acquired goodwill is measured after initial recognition at cost less accumulated impairment losses.
The recoverable amount is estimated at each reporting date, and as and when indicators of impairment are identified.
Annual Report 2010 | Thai Beverage Public Company Limited 200
Consolidated net profit
2010 2009
(in million Baht)
As reported in these consolidated financial
statements under TAS/TFRS 10,721 10,643
Add (less): TAS/TFRS and IFRS differences
(net of tax effect)
(a) Deferred tax 30 19
(b) Employee benefits (336) (67)
(c) Financial instruments (25) (88)
Under IFRS 10,390 10,507
Consolidated
total equity
2010 2009
(in million Baht)
As reported in these consolidated financial
statements under TAS/TFRS 58,228 56,444
Add (less): TAS/TFRS and IFRS differences
(net of tax effect)
(a) Deferred tax (321) (351)
(b) Employee benefits (1,052) (706)
(c) Financial instruments (83) (59)
(d) Investment in property (47) (47)
(e) Business combination (Goodwill) 102 102
Under IFRS 56,827 55,383
201
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'����(���
Aggregate value of all
interested persons transactions
conducted under the mandate
(excluding transactions less than
S$100,000*)
'����(���
A Revenue from sales and service income
1 Pisetkij Co., Ltd. �)� �*"�++,-*�
2 PS Recycle Co., Ltd. �)� �*."���,./�
3 The Utaradit Sugar Industry Co., Ltd. �)� ��-"//�,.�
4 TCC Hotel Collection Co., Ltd. �0"��.,��� �)�
5 Thai Alcohol PCL. ** ��.�"-�+,�0 �)�
B Other income
1 Pisetkij Co., Ltd. �)� /"�.�,�.�
2 T.C.C. Technology Co., Ltd. �)� ��"���,*-�
3 Thai Alcohol PCL. ** �)� ��"-��,�/�
4 Plantheon Trading Co., Ltd. ** )� �."��/,/-
C Cost of sales
1 PS Recycle Co., Ltd. �)� �/-"++*,-/�
2 The Maewang Sugar Industry Co., Ltd. �)� �-�"�*.,**�
3 The Suphanburi Sugar Industry Co., Ltd. �)� �/."�+-,0-�
4 Permkha Commercial Co., Ltd. *** �)� ��0"�*�,0��
5 Southeast Capital Co., Ltd. �)� �*"�.-,�-�
6 T.C.C. Technology Co., Ltd. �)� �-"/0*,-��
7 Thai Beverage Can Co., Ltd. �)� ��"���"0*/,0/�
8 Berli Jucker PCL. �)� ��"*�*"+��,�/�
9 The Southeast Insurance Co., Ltd. �)� ����"+/0,0��
10 The Southeast Life Insurance Co., Ltd. �)� �+"���,.*�
11 The Uttaradit Sugar Industry Co., Ltd. �)� �-."�0�,.0�
12 Berli Jucker Specialties Co., Ltd. �)� ��"��/,--�
13 New Noble Property and Loan Fund �)� ��+"�-�,.��
14 TCC Hotel Collection Co., Ltd. ��"/..,�0� �)�
15 Siam Food Products PCL. �."++�,00� �)�
16 Plantheon Trading Co., Ltd. ** �/�/".�.,+- �+�/"��/,�+
INTERESTED PERSONSTRANSACTIONSAudited results for year ended 31 December 2010
Annual Report 2010 | Thai Beverage Public Company Limited 202
��������������� ���������������������
�����������������������������������
�����������������������������
�������������������������������� !���"���#�����
����������������������������� ����������$�%������&�
'����(���
Aggregate value of all
interested persons transactions
conducted under the mandate
(excluding transactions less than
S$100,000*)
'����(���
D Other expenses
1 Bang-Na Glass Co., Ltd. �)� ���"-�*,+��2 Southeast Capital Co., Ltd. �)� ���/"0-�,�.�
3 T.C.C. Technology Co., Ltd. �)� �-�"0�0,-/�
4 Berli Jucker PCL. �)� �/"�-�,+��
5 The Southeast Insurance Co., Ltd. �)� ���"�/�,++�
6 The Southeast Life Insurance Co., Ltd. �)� �/"*�/,�*�
7 N.C.C. Management and Development Co., Ltd. �)� �+"00�,.0�
8 Plaza Athenee Hotel (Thailand) Co., Ltd. �)� �0�"�+-,*/�
9 Surasate Co., Ltd. �+"-*-,*-� �)�
10 North Park Golf And Sports Club Co., Ltd. �)� ��0"��-,/+�
11 TCC Hotel Collection Co., Ltd. ��0"/�*,-�� �)�
12 Dynamic Assets Property and Loan Fund �+"���,/.� �)�
13 Best Wishes Co., Ltd ��".�-,/*� �)�
14 Best Fortune Property and Loan Fund ��0"�.�,�*� �)�
15 Thippatana Arcade Co., Ltd. ���"-*�,-�� �)�
16 TCC PD 11 Co., Ltd. ���"�*-,��� �)�
17 AT Mediafront Co., Ltd. ��"�*�,�-� �)�
18 Sea Food Beer Garden Co., Ltd. �0"*��,0�� �)�
19 Plantheon Trading Co., Ltd. �/".0�,/* ���"-.�,0.
E Purchase of assets
1 Berli Jucker PCL. ��"0*�,�0� �)�
2 The Southeast Insurance Co., Ltd. ��"-0�,/� �)�
* Exchange rate Baht 23.56 per 1 SGD.
** The list of Mandated Interested Persons has been extended to include this company by the approval of
the 2010 Annual General Meeting of Shareholders of the Company since 29 April 2010
*** Formerly Dhipaya Sugar (1999) Co., Ltd.
203
Proposed 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 8, 2011 (the “Notice”), accompanying the 2010 Annual Report, convening
the Annual General Meeting (“AGM”) of the Company to be held on April 29, 2011, and (b) Resolution No. 9 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, April 28, 2008, April 29, 2009, and
April 29, 2010 in the manner set out on pages 180 to 188, pages 201 to 212, pages 209 to 220 and pages 195 to 209 of
the Company’s annual reports for the financial year ended December 31, 2006, 2007, 2008 and 2009, respectively (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, 2011, 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 person and other general information relating to Chapter 9 of the
Listing Manual, are set out in the Schedule 1 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:-
APPENDIX
This Appendix of Renewal of the Shareholders' Mandate for Interested Person Transactions
(Shareholders' Mandate) will be proposed
to the 2011 Annual General Meeting of Shareholders for consideration and approval.
Annual Report 2010 | Thai Beverage Public Company Limited 204
(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 29, 2010; and
(b) the review procedures referred to in Schedule 1 to this Appendix 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 Schedule 1 to this Appendix 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, 2011 and March 8, 2011 respectively can be found in the Annual Report in respect of the
financial year ended December 31, 2010 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 Schedule 1 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 2011 AGM.
8. Independent 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. Sawat Sopa, 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 the Mandated
Transactions described in Schedule 1 to this Appendix and with the Interested Persons (as described in Schedule 1 to
this Appendix) is in the ordinary course of its business will enhance the efficiency of the Group and are in the best
interests of the Company.
For the reasons set out in Schedule 1 to this Appendix, the Independent Directors recommend that Shareholders vote in
favour of Resolution No. 9, being the Ordinary Resolution relating to the proposed renewal of the Shareholders’ Mandate
at the 2011 AGM.
9. Directors’ 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.
205
10. Action to Be Taken By Shareholders
Shareholders other than those who hold their shares in the Company through the CDP who are unable to attend the 2011
AGM and wish to appoint a proxy to attend and vote at the 2011 AGM on their behalf, will find, attached to the invitation
to the 2011 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 2011 AGM or (ii) at the
venue of the 2011 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 2011 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
2011 AGM.
11. SGX-ST
The SGX-ST takes no responsibility for the accuracy of any statements or opinions made in this Appendix.
Annual Report 2010 | Thai Beverage Public Company Limited 206
SCHEDULE 1 TO THE APPENDIX
General Mandate for Interested Person 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
person 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(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.
207
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 2 to the Appendix – 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 procurement services, services relating to provision of
accommodation, vehicles and facilities for the directors of the Company and/or subsidiaries, staff training,
telecommunications and software licensing, marketing and advertising and management services and services for the
manufacturing and distributorship of products;
(e) obtaining from 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;
Annual Report 2010 | Thai Beverage Public Company Limited 208
(g) lease or sub-lease to interested persons of office space, warehouses, passenger cars and land;
(h) sale to interested persons of molasses and by-products including fertilizer, used bottles, and factory remnants such
as aluminium and glass remnants and scrap paper;
(i) sale to interested persons of our beer, spirits, water, soda and other products; and
(j) provision or the obtaining of such other products and/or services which are incidental to or in connection with the
provision or obtaining of products and/or services in sub-paragraphs (a) to (i) above.
Review Procedures for Interested Person Transactions
Our Audit Committee has oversight of all Interested Person 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 Person Transactions undertaken by our Group (the “Lead Independent Director for IPTs”). We
have also established the following procedures to ensure that the Interested Person 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 Person 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 transactions (the “Relevant Approving Authority”) as
follows:
209
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 Person Transactions — Mandated
Transactions”, the Relevant Approving Authority (as determined by the value of the transaction) will also assess
and approve that the proposed transaction is one which is incidental to or in connection with the provision or
obtaining of products and/or services in sub-paragraphs (a), (b), (c) and (d) above under “General Mandate for
Interested Person Transactions — Mandated Transactions.”
(b) In the event that we cannot obtain competitive quotations (for instance, if there are no unrelated third party
vendors of similar products and services (taking into account quantum, specifications and delivery schedules
among others), or if the product is proprietary in nature), based on the value of the proposed interested person
transaction, the corresponding Relevant Approving Authority as set out above (not being an interested person or
his associate) and who does not have any interests, direct or indirect, in relation to the transaction, will determine
whether the price and terms offered by the interested person are fair and reasonable.
(c) Purchases under the prevailing terms of the Glass Bottle Purchase Agreement dated December 23, 2009 entered
into between Thai Beverage Recycle Co., Ltd. (former name was 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 Person Transactions of a recurring nature
(a) We intend to conduct other interested person 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
Annual Report 2010 | Thai Beverage Public Company Limited 210
Mandated Interested Persons referred to in paragraphs (e), (f), (g), (h), (i) and (j) under “General Mandate for
Interested Person 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
transactions as follows:
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 Person Transactions — Mandated
Transactions”, the Relevant Approving Authority (as determined by the value of the transaction) will also assess
and approve that the proposed transaction is one which is incidental to or in connection with the provision or
obtaining of products and/or services in sub-paragraphs (e), (f), (g), (h) and (i) above under “General Mandate
for Interested Person Transactions — Mandated Transactions.”
211
(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.
(3) Non-recurring interested person transactions
We may from time to time also conduct interested person transactions not covered by paragraphs (1) and (2) above
and which do not form part of the Shareholders’ Mandate. These transactions are not of a recurring nature or occur
outside the ordinary course of business of our Group or which may not be necessary for the day-to-day operations of
our Group and include the purchase or sale of assets, undertakings or businesses which are not part of our day-to-day
operations. We intend to conduct such transactions in accordance with the 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
Annual Report 2010 | Thai Beverage Public Company Limited 212
In the event that these interested person transactions require the approval of our Shareholders, additional information
may be required to be presented to Shareholders and an independent financial adviser may be appointed for an opinion.
Other Review Procedures
Our Audit Committee led by the Lead Independent Director for IPTs will also review all interested person 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 person 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 person transactions, and the basis of all recorded interested person transactions, entered into by our
Group. Our Company’s annual internal audit plan will incorporate a review of all interested person transactions,
including the established review procedures for the monitoring of the interested person transactions including
Mandated Transactions, entered into or existing interested person 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 person 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 person transactions are inappropriate or not sufficient to ensure that the
interested person 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.
213
1. TCC Holding Co., Ltd.
2. Bang-Na Glass Co., Ltd.
3. Berli Jucker Cellox Co., Ltd.
4. BJC Industrial and Trading Company Limited (1)
5. Berli Jucker Foods Co., Ltd.
6. Berli Jucker Logistics Co., Ltd.
7. Berli Jucker Public Company Limited
8. Berli Jucker Specialties Co., Ltd.
9. BJC Marketing Co., Ltd.
10. BJC Healthcare Co., Ltd. (2)
11. Chalitlarp Co., Ltd.
12. Permkha Commercial Co., Ltd. (3)
13. Golden Wealth Co., Ltd.
14. Indara Insurance Public Company Limited
15. Lake View Golf and Yacht Club Co., Ltd.
16. Lake View Land Co., Ltd.
17. Mae Ping Hotel (1988) Co., Ltd.
18. N.C.C. Management and Development Co., Ltd.
19. New Noble Property and Loan Fund
20. Nongkhai Country Golf Club Co., Ltd.
21. North Park Golf and Sports Club Co., Ltd.
22. PS Recycle Co., Ltd.
23. Pisetkij Co., Ltd.
24. Plaza Athenee Hotel (Thailand) Co., Ltd.
25. Queen’s Park Hotel Co., Ltd.
26. Regent Gold Property Fund
27. Siam Realty Co., Ltd.
28. Southeast Capital Co., Ltd.
29. The Southeast Insurance Co., Ltd. (4)
30. The Southeast Life Insurance Co., Ltd.
31. The Suphanburi Sugar Industry Co., Ltd.
32. T.C.C. Service Apartment Co., Ltd. (5)
33. Terragro Co., Ltd. (6)
34. T.C.C. Capital Co., Ltd.
35. T.C.C. Commercial Property Management Co., Ltd.
36. T.C.C. Technology Co., Ltd.
37. Thai Beverage Can Co., Ltd.
38. The Chonburi Sugar Corporation Limited
39. Thai Glass Industries Public Company Limited
40. The Maewang Sugar Industry Co., Ltd.
41. The New Imperial Hotel Public Company Limited
42. The Uttaradit Sugar Industry Co., Ltd.
43. Plantheon Trading Co., Ltd.
44. Thai Alcohol Public Company Limited
Note
(1) Its former name was BJC Engineering Co., Ltd.
(2) Its former name was BJC Trading Co., Ltd.
(3) Its former name was Dhipaya Sugar (1999) Co., Ltd.
(4) Its former name was The Southeast Insurance (2000) Co., Ltd.
(5) Its former name was Tara Hotel Co., Ltd.
(6) Its former name was T.C.C. Agro Co., Ltd.
List of our Mandated Interested Persons
SCHEDULE 2 TO THE APPENDIX
Annual Report 2010 | Thai Beverage Public Company Limited 214
ANNOUNCEMENTS TO SGX IN 2010
Compliance with Singapore Exchange Regulations and Best Practices
The Company recognizes the importance of the transparency of information disclosure. In 2010, the Company made
98 announcements via SGX-NET categorized as follows:
1. 4 announcements of quarterly and full year financial statements.
2. 56 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. 4 announcements/reports involving with occupying the positions of Directors and Executives of Thai Beverage Public
Company Limited:
3.1 Report of persons occupying a managerial position who are related to a director, CEO, or substantial shareholder.
3.2 Appointment of Mr. Sawat Sopa as Director in April 2010.
3.3 Appointment of Mr. Polapatr Suvarnazorn as Senior Vice President – General Affairs in May 2010.
3.4 Appointment of Mr. Marut Buranasetkul as Senior Vice President – Corporate Services in May 2010.
4. 4 announcements of acquisitions and realizations of assets of other companies resulting from acquisitions by
Company’s subsidiary; which is, Beer Chang International Limited acquired by International Beverage Holdings
Limited, and from the incorporation of wholly owned subsidiaries which are Super Brands Company Pte Ltd.
in Singapore and Thai Beverage Training Co., Ltd. in Thailand, as well as the disposal of 0.67% of the issued and
paid-up shares of Oishi Group Public Company Limited.
5. 30 miscellaneous announcements to either conform with the regulations of the SGX or to give information to investors,
involving the details of the capital increases of the Company’s subsidiaries, the change of address of Singapore share
transfer agent, a summary of business performance results for each quarter for investors, clarifications of news and
report about the Company, and disclosure of connected transactions among interested persons.
215
GENERAL CORPORATE INFORMATION(Based on the Organization Structure)
Company Name AddressBusiness Contact
RemarkTelephone Fax
Thai Beverage Public Company Limited 14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 127 5555 (02) 272 2328
Brewery Group
1. Beer Thai (1991) Public Company Limited 15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 127 5555 (02) 272 2584
349 Moo 2, Tambon Mae Lad
Amphoe Klong Klung
Kamphaeng Phet 62120
(055) 728 400-15 (055) 728 416 Factory
2. Beer Thip Brewery (1991) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 127 5555 (02) 272 2584
68 Moo 2, Tambon Namtoa
Amphoe Bangban
Phra Nakhon Si Ayutthaya 13250
(035) 289 333-45 (035) 289 371 Factory
3. Cosmos Brewery (Thailand) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 127 5555 (02) 272 2584
77 Moo 1, Phaholyothin Road KM. 54
Tambon Lamsai, Amphoe Wangnoi
Phra Nakhon Si Ayutthaya 13170
(035) 362 175-8 (035) 362 179 Factory
4. Vidhayathan Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 127 5555 (02) 272 2584
Distillery Group
1. Sangsom Co., Ltd. 14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 278 4321
Ext. 4128
(02) 278 4381
49 Moo 4, Tambon Hormkret
Amphoe Sampran, Nakhon Pathom 73110
(034) 321 778-9 (034) 321 777 Factory 1
37/3 Moo 7, Tambon Wangkhanai
Amphoe Thamuang, Kanchanaburi 71110
(034) 611 053 (034) 611 778 Factory 2
2. Fuengfuanant Co., Ltd. 333 Moo 1, Tambon Tha Toom
Amphoe Si Maha Phot
Prachin Buri 25140
(037) 285 016-20 (037) 285 237 Factory
3. Mongkolsamai Co., Ltd. 14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 278 4321
Ext. 4120
(02) 278 4381
149 Moo 5, Wangseesoob-
Ngew-Ngam Road, Tambon Phajuk
Amphoe Muang Uttaradit
Uttaradit 53000
(055) 449 126-30 (055) 449 131 Factory
4. Thanapakdi Co., Ltd. 315 Moo 4, Tambon Mae Faek
Amphoe San Sai, Chiang Mai 50290
(053) 849 550-4 (053) 849 555 Factory
Annual Report 2010 | Thai Beverage Public Company Limited 216
Company Name AddressBusiness Contact
RemarkTelephone Fax
5. Kanchanasingkorn Co., Ltd. 14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 278 4321
Ext. 4115
(02) 278 4381
50 Moo 7, Tambon Wangkhanai
Amphoe Thamuang, Kanchanaburi 71110
(034) 611 783-5 (034) 611 786 Factory
6. Sura Piset Thipharat Co., Ltd. 14 Sangsom Building, Soi Yasoob 1
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 278 4321
Ext. 4114
(02) 278 4381
488 Moo 1, Tambon Wangdong
Amphoe Muang Kanchanaburi
Kanchanaburi 71190
(034) 527 100 (034) 527 111 Factory
7. Sura Bangyikhan Co., Ltd. 82 Moo 3, Tambon Bang Ku Wat
Amphoe Muang Pathum Thani
Pathum Thani 12000
(02) 598 2850-9 (02) 598 2858 Factory
8. Mekhong Distillery Limited 14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 278 4321 (02) 278 4381
9. Athimart Co., Ltd. 170 Moo 11, Tambon Nikhom
Amphoe Satuek, Buri Rum 31150
(044) 681 224, 012
(044) 627 203
(044) 681 223 Factory
10. S.S. Karnsura Co., Ltd. 101 Moo 8, Tambon Kaeng Dom
Amphoe Sawang Wirawong
Ubon Ratchathani 34190
(045) 426 532-5 (045) 426 537 Factory
11. Kankwan Co., Ltd. 14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 278 4321 (02) 278 4381
309 Moo 6, Nampong-Kranuan Road
Tambon Nampong, Amphoe Nampong
Khon Kaen 40310
(043) 441 013-5 (043) 441 017
(043) 441 438
Factory
12. Theparunothai Co., Ltd. 99 Moo 4, Tambon Hat Kham
Amphoe Muang Nong Khai
Nong Khai 43000
(042) 449 711-13
(042) 449 715
(042) 449 714 Factory
13. Red Bull Distillery (1988) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 278 4321 (02) 278 4381
8 Moo 5, Setthakit 1 Road
Tambon Nadee
Amphoe Muang Samut Sakhon
Samut Sakhon 74000
(034) 830 213-6 (034) 830 213-6 Factory
14. United Winery and Distillery Co., Ltd. 14 Sangsom Building, Soi Yasoob 1
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 278 4321 (02) 278 4381
54 Moo 2, Sukhaphibal Road
Tambon Nakhon Chai Si
Amphoe Nakhon Chai Si
Nakhon Pathom 73120
(034) 331 954
(034) 227 754-7
(034) 331 955 Factory
15. Simathurakij Co., Ltd. 1 Moo 6, Tambon Ban Daen
Amphoe Banphot Phisai
Nakhon Sawan 60180
(056) 279 088-9 (056) 350 660 Factory
16. Nateechai Co., Ltd. 14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 278 4321 (02) 278 4381
1 Moo 2, Highway No. 41 Road
Tambon Tharongchang, Amphoe Punpin
Surat Thani 84130
(077) 357 170-3 (077) 357 174 Factory
217
Company Name AddressBusiness Contact
RemarkTelephone Fax
17. Luckchai Liquor Trading Co., Ltd. 46 Moo 1, Tambon Nong Klang Na
Amphoe Muang Ratchaburi
Ratchaburi 70000
(032) 741 761-2 (032) 741 763 Factory
18. Sura Piset Pattharalanna Co., Ltd. 14 Sangsom Building, Soi Yasoob 1
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 278 4321 (02) 278 4381
19. United Products Company Limited 56 Sukhaphibal Road
Tambon Nakhon Chai Si
Amphoe Nakhon Chai Si
Nakhon Pathom 73120
(034) 331 157 (034) 331 787 Factory
Sales Group
Beer Group
1. Pomthip Co., Ltd. 40/53 Moo 3
Talad Bangkhen Sub-District
Laksi District, Bangkok 10210
(02) 521 8395-7 (02) 973 4658
2. Pomkit Co., Ltd. 48, 50, 52 Suranaree Road
Tambon Nai Muang
Amphoe Muang Nakhon Ratchasima
Nakhon Ratchasima 30000
(044) 242 496 (044) 241 747
3. Pomklung Co., Ltd. 22/1 Soi 2 (Paprao), Paprao Road
Tambon Padad
Amphoe Muang Chiang Mai
Chiang Mai 50100
(053) 275 211 (053) 275 211
Ext. 212
4. Pomchok Co., Ltd. 16/1 Moo 1, U Thong Road
Tambon Tha Wasukri
Amphoe Phra Nakhon Si Ayutthaya
Phra Nakhon Si Ayutthaya 13000
(035) 241 032 (035) 241 032
Ext. 211
5. Pomcharoen Co., Ltd. 135/3 Moo 4, Kanchanavithi Road
Tambon Bang Kung
Amphoe Muang Surat Thani
Surat Thani 84000
(077) 224 771-3 (077) 224 774-5
6. Pomburapa Co., Ltd. 51/42 Moo 3, Sukhumvit Road
Tambon Ban Suan
Amphoe Muang Chon Buri
Chon Buri 20000
(038) 287 268 (038) 272 525
7. Pompalang Co., Ltd. 439 Moo 11, Tambon Muang Kao
Amphoe Muang Khon Kaen
Khon Kaen 40000
(043) 224 222-4 (043) 340 438
8. Pomnakorn Co., Ltd. 85/35, 85/36 Petchakasem Road
Tambon Na-Muang
Amphoe Muang Ratchaburi
Ratchaburi 70000
(032) 312 772-4 (032) 312 770-1
Liquor Marketing Group
1. Num Yuk Co., Ltd. 40/53 Moo 3
Talad Bangkhen Sub-District
Laksi District, Bangkok 10210
(02) 521 8395-7 (02) 973 4658
2. Num Kijjakarn Co., Ltd. 1, 3, 5 Trok Wat Muang, Suranaree Road
Tambon Nai Muang
Amphoe Muang Nakhon Ratchasima
Nakhon Ratchasima 30000
(044) 242 496 (044) 241 747
3. Num Palang Co., Ltd. 22/1 Soi 2 (Paprao), Paprao Road
Tambon Padad
Amphoe Muang Chiang Mai
Chiang Mai 50100
(053) 275 211 (053) 275 211
Ext. 212
Annual Report 2010 | Thai Beverage Public Company Limited 218
Company Name AddressBusiness Contact
RemarkTelephone Fax
4. Num Muang Co., Ltd. 16/2 Moo 1, U Thong Road
Tambon Tha Wasukri
Amphoe Phra Nakhon Si Ayutthaya
Phra Nakhon Si Ayutthaya 13000
(035) 242 691 (035) 241 032
5. Num Nakorn Co., Ltd. 149/3 Chulachomklao Road
Tambon Tha Kham, Amphoe Phun Phin
Surat Thani 84130
(077) 224 771-4 (077) 224 775
6. Num Thurakij Co., Ltd. 51/40-41 Moo 3, Sukhumvit Road
Tambon Ban Suan
Amphoe Muang Chon Buri
Chon Buri 20000
(038) 287 268-9 (038) 272 525
7. Numrungrod Co., Ltd. 439 Moo 11, Tambon Muang Kao
Amphoe Muang Khon Kaen
Khon Kaen 40000
(043) 224 222-4 (043) 220 222
8. Numthip Co., Ltd. 85/33, 85/34 Petchakasem Road
Tambon Na-Muang
Amphoe Muang Ratchaburi
Ratchaburi 70000
(032) 312 772-4 (032) 312 770-1
Sole Agent Group
1. Thipchalothorn Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 127 5555 (02) 272 2584
2. Krittayabun Co., Ltd. 14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 127 5555 (02) 272 2584
3. Surathip 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. Piromsurang Co., Ltd. 14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 127 5555 (02) 272 2584
Marketing Group
1. Thai Beverage Marketing Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 127 5555 (02) 127 5925
2. Chang International Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 127 5555 (02) 127 5925 Dormant
3. Chang Corp Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 127 5555 (02) 127 5925 Dormant
4. Dhospaak Co., Ltd. 1 East Water Building, 20th Floor
Soi Vibhavadi-Rangsit 5
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 127 5555 (02) 127 5980
Business Development Group(Supply Chain Group)
1. Thai Beverage Energy Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 785 7000 (02) 785 7125
219
Company Name AddressBusiness Contact
RemarkTelephone Fax
2. Thai Molasses Co., Ltd. 14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 785 7000 (02) 785 7148
3. Feed Addition Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 785 7000 (02) 785 7165
4. Pan International (Thailand) Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 785 7000 (02) 785 7320-2
5. Charun Business 52 Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 785 7131-4 (02) 785 7125
6. Thai Cooperage Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 127 5555 (02) 272 2584
7. Thai Beverage Recycle Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 785 7031 (02) 785 7085
8. Thai Beverage Logistics Co., Ltd. 1 East Water Building
Soi Vibhavadi-Rangsit 5
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 127 5555 (02) 127 5975
9. Dhanasindhi Co., Ltd. 14 Soi Yasoop 1, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 785 7000 (02) 785 7185
Non-Alcohol Beverage Business and Food Business Group
1. Wrangyer Beverage (2008) Co., Ltd. 14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 785 7000 (02) 785 7025
2. Thai Drinks Co., Ltd. 14 Sangsom Building
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 785 7000 (02) 785 7025
3. Oishi Group Public Company Limited 9 UM Tower Building, 20th Floor
Ramkhamhaeng Road
Suan Luang Sub-District
Suan Luang District, Bangkok 10250
(02) 717 2244 (02) 717 3920
4. Oishi Trading Co., Ltd. 9 Ramkhamhaeng Road
Suan Luang Sub-District
Suan Luang District, Bangkok 10250
(02) 717 4773 - 4 (02) 717 4775
5. Oishi Ramen Co., Ltd. 444 1st Floor, Room No. 1 A 08-09
Phaya Thai Road, Wangmai Sub-District
Pathumwan District, Bangkok 10330
(02) 611 8143-4 (02) 611 8144
6. SPM Foods and Beverages Company Limited 79 Moo 3, Tambon Lamlookbua
Amphoe Dontoom, Nakhon Pathom 73150
(034) 993 355 (034) 993 354 Factory
Trademark Group
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. Archa Beer Co., Ltd. 14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 127 5555 (02) 272 2584
Annual Report 2010 | Thai Beverage Public Company Limited 220
Company Name AddressBusiness Contact
RemarkTelephone Fax
3. Beer Chang Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 127 5555 (02) 272 2584
4. Chang Beer International Co., Ltd. 15 Moo 14, Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 127 5555 (02) 272 2584 Dormant
Others
1. Thai Beverage Training Co., Ltd.* 14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 127 5555
2. Thai Thum Distillery Co., Ltd. 14 Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 278 4321 (02) 278 4381 Dormant
3. Sura Piset Sahasan Co., Ltd. 14 Sangsom Building, Soi Yasoob 1
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 278 4321 (02) 278 4381 Dormant
4. Sura Piset Samphan Co., Ltd. 14 Sangsom Building, Soi Yasoob 1
Vibhavadi Rangsit Road
Chomphon Sub-District
Chatuchak District, Bangkok 10900
(02) 278 4321 (02) 278 4381 Dormant
* Incorporated on January 26, 2010
Overseas Group*
1. International Beverage Holdings Limited Room 901-2, Silvercord Tower 1
30 Canton Road, Tsim Sha Tsui
Kowloon, Hong Kong
(852) 2375 6648 (852) 2375 6188
2. InterBev (Singapore) Limited No. 138 Cecil Street # 05-02 Cecil Court
Singapore 069538
(65) 6435 2880 (65) 6536 9930
3. InterBev (Cambodia) Co., Ltd. No. 35, Street 322
Sangkat Boeung Keng Kang 1
Khan Chamkamon, Phnom Penh
Cambodia
(855) (23) 727 424 (855) (23) 727 424
4. InterBev Malaysia Sdn. Bhd. No. 9-1, Jalan USJ 1/1B
Regalia Business Centre
47620 Subang Jaya, Selangor, Malaysia
Suite 6.01, 6th Floor, Plaza See Hoy Chan
Jalan Raja Chulan, 50200
Kuala Lumpur, Malaysia
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5. 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
6. International Beverage Holdings (UK)
Limited
Moffat Distillery, Airdrie, ML6 8PL
Scotland
(44) 1236 769377 (44) 1236 779001
7. International Beverage Holdings (China)
Limited
Room 901-2, Silvercord Tower 1
30 Canton Road, Tsim Sha Tsui
Kowloon, Hong Kong
(852) 2375 6648 (852) 2375 6188
8. Super Brands Company Pte. Ltd.** No. 138 Cecil Street # 05-02 Cecil Court
Singapore 069538
(65) 6435 2880 (65) 6536 9930
9. Beer Chang International Limited*** No. 138 Cecil Street # 05-02 Cecil Court
Singapore 069538
(65) 6435 2880 (65) 6536 9930
221
Company Name AddressBusiness Contact
RemarkTelephone Fax
10. International Beverage Holdings Limited
USA, Inc.
275 Madison Avenue, Suite 1718
New York, NY 10016
(1) 646 896 3800 (1) 646 896 3801
11. Blairmhor Limited Moffat Distillery, Airdrie, ML6 8PL
Scotland
(44) 1236 769377 (44) 1236 769781 Non-
Trading
12. Inver House Distillers Limited Moffat Distillery, Airdrie, ML6 8PL
Scotland
(44) 1236 769377 (44) 1236 769781
13. InterBev Trading (China) Limited Room 01-03 Level 1
No. 63 Kunluo Road, Shuangjiang Zheng
Ershan County, Yuxi, Yunnan
China 650011
(89) 8774 010319 (86) 8774 010319
14. Yunnan Yulinquan Liquor Co., Ltd. Yunlin Village, Shuangjiang Town
Eshan County, Yuxi City, Yunnan, China
(86) 8774 022068 (86) 8774 022199
15. Blairmhor Distillers Limited Moffat Distillery, Airdrie, ML6 8PL
Scotland
(44) 1236 769377 (44) 1236 769781 Dormant
16. Wee Beastie Limited Moffat Distillery, Airdrie, ML6 8PL
Scotland
(44) 1236 769377 (44) 1236 769781 Dormant
17. Moffat & Towers Limited Moffat Distillery, Airdrie, ML6 8PL
Scotland
(44) 1236 769377 (44) 1236 769781 Dormant
18. Glen Calder Blenders Limited Moffat Distillery, Airdrie, ML6 8PL
Scotland
(44) 1236 769377 (44) 1236 769781 Dormant
19. Hankey Bannister & Company Limited Moffat Distillery, Airdrie, ML6 8PL
Scotland
(44) 1236 769377 (44) 1236 769781 Dormant
20. R Carmichael & Sons Limited Moffat Distillery, Airdrie, ML6 8PL
Scotland
(44) 1236 769377 (44) 1236 769781 Dormant
21. J MacArthur Jr & Company Limited Moffat Distillery, Airdrie, ML6 8PL
Scotland
(44) 1236 769377 (44) 1236 769781 Dormant
22. Mason & Summers Limited 10 Foster Lane, London, EC2V 6HH
England
(44) 1236 769377 (44) 1236 769781 Dormant
23. James Catto & Company Limited Moffat Distillery, Airdrie, ML6 8PL
Scotland
(44) 1236 769377 (44) 1236 769781 Dormant
24. The Knockdhu Distillery Company Limited Moffat Distillery, Airdrie, ML6 8PL
Scotland
(44) 1236 769377 (44) 1236 769781 Dormant
25. Speyburn-Glenlivet Distillery Company
Limited
Moffat Distillery, Airdrie, ML6 8PL
Scotland
(44) 1236 769377 (44) 1236 769781 Dormant
26. The Pulteney Distillery Company Limited Moffat Distillery, Airdrie, ML6 8PL
Scotland
(44) 1236 769377 (44) 1236 769781 Dormant
27. The Balblair Distillery Company Limited Moffat Distillery, Airdrie, ML6 8PL
Scotland
(44) 1236 769377 (44) 1236 769781 Dormant
28. Liquorland Limited 8 Westbank Road, Belfast, BT3 9JL
Northern Ireland
(44) 289 077 3990 (44) 289 037 0566
29. Inver House Polska Limited ul. Obodrzyców 34 A/1, 81-812 Sopot
Poland
(48) 585 502 111 (48) 585 502 111
30. Inver House Distribution SA Avenue des Tilleuls, 62140 Marconne
France
(33) 2 181 6170 (33) 2 181 1321 Dormant
* International Beverage Trading Limited was incorporated on January 5, 2011. It is located at XL House, One Bermudiana Road
Hamilton HM II, Bermuda, Telephone No. : Phone (1) 441 292 7337, Fax No. (1) 441 295 5655
** Incorporated in Singapore on April 14, 2010.
*** International Beverage Holdings Limited acquired 100% shares of this company in Singapore on September 17, 2010.
Annual Report 2010 | Thai Beverage Public Company Limited 222
Legal AdvisorWeerawong, Chinnavat & Peangpanor Ltd.
22nd floor, Mercury Tower
540 Ploenchit Road
Lumpini, Pathumwan
Bangkok 10330
Compliance AdvisorAllen & Overy LLP
24 Raffles Place
#22-00 Clifford Centre
Singapore 048621
Certified Public AccountantMs. Nittaya Chetchotiros (CPA No. 4439)
or Ms. Bongkot Amsageam (CPA No. 3684)
or Mr. Santi Pongjareanpit (CPA No. 4623)
of KPMG Phoomchai Audit Ltd.
has been appointed as Company Auditor
on April 29, 2010.