Good Corporate Governance is an international corporate management method and an important factor in the organization’s efficiency improvement. It shows that the organization’s management system is efficient and transparent and its operation is aligned with the principles of corporate governance. This creates confidence and trust among shareholders and stakeholders, strengthens ThaiBev’s competitiveness at an international level, and boosts the performance while taking long-term impacts into account. It also ensures that the Company conducts its business in an ethical way, and respects the rights of and is responsible for shareholders and stakeholders, as expected by the business sector, investors, capital market, and society.
ThaiBev’s compensation programs are structured to align the interests of executive officers with the interests of shareholders and support ThaiBev’s long-term performance and sustainability strategy. Performance metrics of CEO and senior executives cover wide range of corporate success in multiple dimensions. ThaiBev CEO and senior executives are evaluated based on achievements of the strategic plan, Vision 2020. Performance metrics include both financial and non-financial measurements such as Return on Invested Capital (ROIC), Return on Equity (ROE), Volume Growth, Net Sales Values, Net Income, Total Shareholder Return, market presence, as well as sustainability measurements.
Product group CEO variable compensation includes Long Term Incentive Program (LTIP), which is approved by the Board. The performance period for the LTIP combines the first and consecutive performance years.
For ThaiBev, the first performance year determines the cash variable compensation as well as initial share grant amount for product group CEOs and senior executives. Those who are considered low performer will lose the initial share grant. The next one-year corporate performance has a direct impact to final award amount to be vested. If the performance conditions of the next one-year are not satisfied, the final award amount would be deducted in accordance with pre-defined achievement factors. If the corporate performance exceeds predefined target, the final amount to be vested will be adjusted upward according to the approved guideline.
ThaiBev implements Clawback provision referring to approval from the designated Board committees regarding both corporate and individual performances for the additional one-year performance period, which will be evaluated against pre-defined targets.
ThaiBev implements Long-Term Incentive Plan (LTIP) to reward executives for their contributions to the long-term performance of the company. Based on the LTIP program and LTIP committee guideline, the value of share granting each year is designed to reflect an appropriate proportion of long-term incentive to the total annual compensation. With a vesting period of 3 years, the intention of the program is such that executives accumulate share holding up to at least the annual grant amount.
Thai Beverage Public Company Limited (ThaiBev) undertakes to carry out the board performance assessment every three years by an independent third party - GOVERNANCE MATTERS THAILAND.
The board performance assessment outcome resulted in an overall value of 86 which places Thai Beverage Public Company Limited governance performance rating according to our model in the top tier band of very good to exemplary governance.
ThaiBev emphasizes principles of good corporate governance in line with its Code of Business Conduct. Appropriate risk management plans are established in accordance with the Company’s sustainable development approach and information is adequately disclosed to give confidence to shareholders, investors, employees, customers, and stakeholders. ThaiBev also determines to support and develop customers’ business potential for stronger and more sustainable growth in order to add value for shareholders in the long term while considering all stakeholders inside and outside the organization.
The Board of Directors takes the leadership role in the organization and ensures its leading position in the business by determining the directions, strategies, operational objectives, and long-term success for the companies in ThaiBev Group. This allows ThaiBev’s business to be conducted according to its core business plans and the shareholders’ resolutions in an honest manner under the law and the Company’s objectives and articles of association. The Board of Directors also oversees that the companies in ThaiBev Group and their subsidiaries comply with the rules and regulations of the Singapore Exchange and other relevant stock exchanges. (The Company’s organizational structure and Corporate Governance Report are in the Annual Report 2019 and on the website www.thaibev.com)
Furthermore, ThaiBev has announced the use of Whistleblowing Policy as a way to emphasize the importance of receiving and responding to the concerns about suspected wrongdoings within the company, which are raised by directors, executives, and employees. In 2019, there were no significant incidents of conflict found and no significant cases of grievances related to ethics were investigated and found to be valid.
Business ethics are a key part of enabling business growth, stability, sustainability, and social acceptance. ThaiBev has established its Code of Business Conduct with the intention of integrity, legal compliance, and the observance of morality and ethics. The executives, managers, and employees all have the responsibility to adhere to the Code of Business Conduct, so that ThaiBev achieves its objective of upholding ethical conduct and maintaining ethical standards.
ThaiBev has a duty to maintain transparency in its operations and protect the interests of its shareholders by considering market conditions and risk factors, both present and future. The company must act correctly towards employees, customers and all its trading partners. ThaiBev is committed that its employees truly understand the content and meaning of the Code of Business Conduct; at every level, ThaiBev personnel are bound to accept and follow the code. If every person connected with the company accepts and practices the Code of Business Conduct under the policy of good governance, the results shall be as follows:
- The company will be able to uphold its responsibility toward society and all stakeholders
- Employees will work efficiently
- There will be fairness
- Employees will have dignity and integrity
- The company will be more socially accepted
- Employees’ happiness and wellbeing
ThaiBev recognizes the importance of transparency and morality, and adheres to the principles of fairness and compliance with the Code of Business Conduct, while striving to provide maximum benefits for all stakeholders in its business operations, in Thailand and abroad. ThaiBev’s anti-corruption policy has established practices to protect against corruption, and to serve as a guideline for promoting business sustainability and stability in the future.
In the case of changes to the business, regulations, standards, and the law, the President and CEO is responsible to monitor and implement an efficient anti-corruption system, report to the Chair of the Board of Directors and the Audit Committee; and review and revise policies to ensure they are up-to-date and responsive to any changes. The company has specified the roles and duties of all parties as follows:
- High-level executives are responsible for making sure that board members, supervisors and employees understand policy compliance, encouraging them to be vigilant and proactive.
- Board members and employees have the duty to maintain the highest standards when doing business.
- Employees must not turn away from, or neglect evidence of corruption.
- Employees must cooperate with investigations into the facts.
Failure to act in accordance with this policy is a severe disciplinary offense; it is a violation of the ThaiBev employment contract and a criminal offense. Furthermore, violating this policy may cause severe damage to the company’s reputation and status. If corruption is discovered, it should be reported to the employee’s line manager. If a person is discovered to commit an offense, they will be punished according to ThaiBev’s regulations and prosecuted under the law.
ThaiBev has a policy that all employees are obligated to file a complaint if they discover an act that may be considered wrongdoing.
- If a board member has a complaint, the board member should file the complaint to the Chairman of the Board to investigate. Note: More details on minor and major cases of regulations and laws violation can be found at www.sustainability.thaibev.com
- If an employee has a complaint, the employee should file the complaint in writing through the recommended channels, giving their name and contact details and file it with a responsible company official.
- Every employee may report suspicious information directly to the President and CEO through the email whistleblowing@ thaibev.com, or send it directly to executives.
- ThaiBev is ready to protect any employee who files a complaint with a factual basis; confidentiality will be maintained while taking strict action against wrongdoing.
- An employee filing a complaint will be free of repercussions or damage if the complaint is filed in good faith.
- Appropriate action will be taken to protect executives and employees from any harm that may arise from filing the complaint.
When an employee files a complaint, ThaiBev will decide how to proceed. If it is found afterwards that the complaint was false, corrupt, malicious, careless, or for personal benefit, this will be considered a disciplinary offense as stated in the ThaiBev Employee Handbook. Channels for filing complaints are publicized through the company’s internal media.
ThaiBev requires that all employees comply with its rules and regulations, and the laws of countries that ThaiBev operates in. Any breach of applicable regulations in terms of ethics, organizational standards of excellence, or violations of human rights on the business premises must be stopped immediately and appropriate measures taken. In 2019, some minor cases were reported. Breaches were categorized by the monetary value of the action. Major cases involve a monetary value of 300,000 baht or more; minor cases involve less than 300,000 baht.
Last year, the government revised laws concerning water regulations and strengthened protections for employees, among others. These changes may affect ThaiBev’s exposure to risks, or could lead to the loss of certain business opportunities. ThaiBev therefore will conduct a complete review of its policies and operations to abide by the aforementioned laws, as follows:
This Act is a law related to the allocation, consumption, development, management, restoration, and conservation of water resources, and water rights, effective January 27, 2019. The sections of the law related to water allocation and consumption, water usage permit requests and issuance, and the collection of water fees will come into effect on January 27, 2021. Obtaining a water usage permit requires a water management plan. ThaiBev Group has drafted water management plans that use the principle of the 3Rs to reduce water usage, reuse and recycle water.
This Act is a measure to prevent the unethical fixing of transfer prices between related companies or juristic partnerships. This law is not effective until the 2020 accounting period. But in order to ensure maximum transparency, ThaiBev Group has hired a consultant to examine these transactions between ThaiBev-related entities to certify that the prices agreed upon are based on the ‘Arm’s Length Price principle’. (The Arm’s-Length Principle of transfer pricing states that the amount charged by one related party to another for a product must be the same as if the parties were not related, e.g., the same price that would be charged on the open market). ThaiBev has already prepared transfer pricing documents for the whole group and each subsidiary company, starting with the non-alcoholic beverage business group.
This Act specifies that employees are entitled to take up to three paid days per year for personal business leave. Furthermore, it states that a pregnant employee may take up to 98 days of maternity leave for each pregnancy (including leave for prenatal screenings), with wages paid for no more than 45 days. New compensation rates for employees who have worked continuously for more than 20 years have also been set. The Act also amended the rules for relocating an enterprise to include a relocation to a new location or other location owned by the employer. ThaiBev has amended the Group’s work regulations to comply with the law and offer more benefits to employees.
This Act came into effect on March 13, 2019. However, taxes on land and buildings will be collected in 2020. ThaiBev is aware of the changes in the taxation of land and buildings and has a policy to manage the land and buildings owned to meet the conditions of the law and to generate economic value for the company, employees, communities, and the country. ThaiBev provides an opportunity for employees or their families to rent areas owned by the company to increase their income and to build a stronger relationship with the Group. It also encourages the villagers in the communities around the Group’s facilities to rent agricultural land for farming.
This Act came into effect on May 28, 2019. However, the rules regulating the protection of personal data, the rights of personal data owners, complaints, civil liability, and penalties will come into effect on May 28, 2020. The law defines the duties of personal data controllers, such as data security, and granting rights to inspect, edit and delete information for personal data owners. The assessment of the data protection standards then places emphasis on the protection of personal data. ThaiBev will specify a form of requesting consent from the personal data owner, a process to support the exercise other rights of the data owners, and data transfer between business units. It will also establish a privacy policy to protect the security of personal information in accordance with the new standards.
ThaiBev is committed to conducting its business according to the principles of good governance, by focusing on integrity and transparency, with a framework of fairness and accountability. ThaiBev coordinates with and supports various governmental organizations with the aim to increase competitiveness, strengthen its partnership network, and enhance opportunities for growth. The agencies that ThaiBev has made major contributions to in the past year include the Chamber of Commerce and Board of Trade of Thailand, the Federation of Thai Industries, the Thai-UK Business Leadership Council (TUBLC), and the ThaiVietnamese Business Council. In 2019, ThaiBev collaborated with these agencies in the following ways:
ThaiBev provides financial support in the form of a membership fee and facilitates the promotion of practices that are in line with the vision and plans determined by government policies, including announcements from the Office of the Prime Minister, Ministerial Regulations, and Excise Regulations for the greatest benefit of the industry.
The Thai Institute of Packaging and Recycling Management for Sustainable Environment (TIPMSE), through the Federation of Thai Industries
ThaiBev supports the promotion of the 3Rs principles, reduce, reuse and recycle, including packaging practices that focus on sustainable environmental protection. In order to do so, ThaiBev supports the creation of knowledge and understanding of used packaging and recyclable materials from origin to destination. The company has organized a campaign and public relations to raise awareness of waste separation in all sectors. It has also built a learning center to serve as a source of information on managing used packaging and recyclable materials. In addition, ThaiBev supports driving and promoting packaging management under the concept of Closed Loop Packaging or CLP by using recycled packaging as a new raw material.
ThaiBev supports the Federation of Thai Industries by building a new smart office in order to accommodate its members and people who receive services from the Federation (SMART SERVICE). In addition to support in the form of a membership fee, ThaiBev also supports the Federation’s annual operations and activities such as The “Annual Red Cross Fair”. Furthermore, ThaiBev provides research funds to the Federation to support packaging management and campaigns for all sectors to separate used packaging from waste from origin and reduce the environmental impact in Thailand sustainably.
ThaiBev to become more aware of economic trends, trade policies, and various factors that affect international trade and investment.
ThaiBev is a board member of the Thai-Vietnam Business council. Its participation is intended to increase trade and investment relations through promotion and facilitation of technology transfer and information exchange between partners as well as solutions to solve business problems and decrease barriers to prosperity between Thailand and Vietnam.
