Policy & Statement

ThaiBev is committed to the principles of good governance and conducting business through an effective, transparent and accountable management system.

What are ThaiBev’s beliefs? We believe in developing our human capital as if they are family, and we operate as an ethical organization to protect the health of our customers and to meet the standards of all stakeholders in the name of business excellence and the creation of sustainable growth.

Policy

Business Code of Conduct

In order for ThaiBev Group to grow and prosper in a sustainable manner and be accepted in the community, one of the most important factors is that the company must conduct its business ethically. And, part of the process to promote ethical practice within the organization is to establish its own ethical standards, to let it be known to everyone within the organization and to ensure that such standards are strictly adhered to and maintained consistently.

ThaiBev Group determines to conduct its business honestly, lawfully, morally, and ethically. ThaiBev shall have a transparent process of work and shall strictly adhere to and comply with its good corporate governance policy. Therefore, ThaiBev shall make sure that all of its Directors, Executive Officers and Employees are aware of and understand the standard practices in accordance with the Business Ethics set forth herein in order for the company to achieve its determination.


Business Ethics of Thai Beverage group

Message from the Chairman

In order for a company to grow and prosper in a sustainable manner and be accepted in the community, one of the most important factors is that the company must conduct its business ethically. And, part of the process to promote ethical practice within the organization is to establish its own ethical standards, to let it be known to everyone within the organization and to ensure that such standards are strictly adhered to and maintained consistently.

As it is our desire to conduct our business ethically, we hope that all members of the Board of Directors, the Executive Officers and the Employees of the Company will all adhere to and comply with the Business Ethics of the Company as laid down herein for the sustainable development of the business of the Company and for one’s own benefit.

Charoen Sirivadhanabhakdi
Chairman
14 November 2006

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Board Nomination Policy

Nomination committee responsible to process reviewing and assessing candidates for Directors, President, Executive Vice President, and Senior Vice President. Criteria for recruitment is based on the transparency basis, ensure the adherence to the principles and guidelines of the SGX-ST Listing Manual and code of corporate governance 2012, including laws and/or regulations or the said Manual with occasional amendment, and orders of authorized unit concerning the responsibilities of Nomination Committee.

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Anti-Corruption Policy

To guide the decisions and actions to prevent corruptions and serve as the guidelines to perform ThaiBev’s business, risk management and strengthen future sustainability. This policy is designed to support Directors and Employees in knowing what to do, or who to turn to, in case of doubt. Directors and Employees are responsible for maintaining the highest standards of business conduct. Directors and Employees are prohibited from accepting any type of corruption both directly and indirectly, covering all businesses and all relevant functions in every country ThaiBev operates. Monitoring and forming of effective system supporting anti-corruption actions are the accountability of President and CEO to report to the Chairman of the Board of Directors and the Audit Committee. A person committing corruption is subject to a disciplinary action process. Once proven to satisfaction of the responsible committee, the breach will result in strict disciplinary actions consistent with ThaiBev’s rules regarding misconduct or violations. Conviction may be applied in case such act violates any applicable laws.

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Whistleblowing Policy

Directors and Employees have rights to report genuine concerns which he/she may have about suspected wrongdoings in accordance with this policy. If Director(s) has concerns, Director(s) should consider report to the Chairman of Audit Committee and if Employees have concerns, Employees can report it through the recommended channel(s) in writing with employees’ name and contact details to responsible persons or raise the concerns to the Office of President at Whistleblowing@thaibev.com. ThaiBev will support him/her provided that he/she raises genuine concerns confidentially in good faith, even if they turn out to be mistaken. Once Employees have reported his/her concern, the matter will be assessed to decide what action should be taken. Any complaint made which is later found false, or in bad faith, or with malicious intent, or in a careless manner, or for personal benefit is considered a serious offence. Such action is considered gross misconduct which leads to disciplinary actions as stated in the topic of the disciplinary and penalties in the Employee Handbook of ThaiBev.

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Tax Policy

ThaiBev’s Tax policy is to comply with all relevant tax laws and regulations and to get tax incentives allowed per these laws and regulations. ThaiBev will undertake appropriate training to ensure the concerned employees’ understanding of relevant tax laws and regulations and further apply in their job. ThaiBev’s tax contributions include excise tax, import duties, corporate income tax, VAT, property tax, personal income tax and other taxes. In addition to jobs employment, investments, dividends, and buying goods and services, ThaiBev’s tax payment significantly contributes to the economy of the country and the communities in which ThaiBev operates its businesses.

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Alcoholic Beverages Marketing Code of Practices

ThaiBev has a responsibility to ensure that its brands are advertised and marketed responsibly. The Code of Practice applies to all activities that ThaiBev carries out in order to market its brands. This includes brand advertising, activities in the on-trade and off-trade, brand innovation activities, experiential marketing, consumer planning, relationship marketing, consumer PR, and the development of brand websites and their content. ThaiBev will not encourage excessive or irresponsible drinking, nor present abstinence in a negative light or imply that it is wrong or foolish to refuse a drink.

ThaiBev will not emphasis on high alcohol content, offensive advertising, social and sexual success as the principal basis of appeal to the consumer. ThaiBev’s advertising and materials will not imply that alcoholic beverages have the ability to prevent, treat or cure any human disease. Lastly, in the development of ThaiBev’s official website, ThaiBev commit to prohibit children under the legal purchase age of alcoholic beverage under Thai law to access to ThaiBes’s website.

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Health and Nutrition Policy

Health and Nutrition is defined as one of the key elements to the success of ThaiBev to achieve sustainability growth. ThaiBev has been offering a wide range of non-alcoholic beverage products including drinking water, carbonated drinks, ready-to-drink tea, herbal & Asian drinks, juices, dairy, sports drinks, energy drinks, low (and no) sugar beverages, and functional drinks. With these products, ThaiBev is providing the consumer solutions that contribute to health and wellness lifestyles for all drinking occasions.

ThaiBev also uses and leverages its Route to Market (RTM) strengths in delivery the products to consumers by entering the new healthy beverage categories, e.g. soy. ThaiBev commits to continue conducting research, develop for new innovation and variety of heathy products to meet the consumers’ healthy lifestyles and requirements. Also, ThaiBev commits to enhance the communication of its non-alcoholic beverages nutritional components on health and wellness. The information is provided on pack, ThaiBev publications, website, and also available at call center service and continuously create communicate strategy to promote healthy and active lifestyle consumption platforms.

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Corporate Water Management Policy

Water is an essential resource in our world. It belongs to everyone and needs to be shared. ThaiBev establishes the corporate water management policy. ThaiBev focuses on effectiveness of water management and minimizing impact on the environment and society by incorporating water sustainability management into business strategy, decision making, and daily activities including managing risk with stakeholders. ThaiBev emphasises on proactively apply the international water resource management tools and standards and promote the United Nations Sustainable Development Goals (UNSDG) on sanitation, hygiene and well-being.

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Corporate Occupational Health and Safety Policy

ThaiBev firmly believes that no other assets in ThaiBev is as important as the people contributing their works and effort to business results. Those people consists of Directors and Employees. ThaiBev established the occupational health and safety policy to support safety awareness, create engagement, enforce all Directors and Employees to comply with laws, regulations, and operational approach that relate to occupational health and safety as a basic standard and keep tracking result in order to develop a good quality of working life and it will lead ThaiBev to the stable and sustainable excellence.

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Environmental Policy

To reduce the risks from climate change, ThaiBev set the clear environmental target in 2020 for the reduction of water consumption, energy consumption, pollutant emissions and waste. ThaiBev created awareness on the environmental management responsibility and ensure ThaiBev’s compliance with local and national environmental legislation and other applied regulations among Directors and Employees. ThaiBev support the sustainable development of packaging by using returnable glass bottles, recycled cullet and aluminum can, and eco-friendly packaging design. ThaiBev aims to apply new technologies for improving the effectiveness of operation process together with building good relationships with its suppliers through environmental management. ThaiBev will keep following up with and reporting the progress of its environmental management to stakeholders through Sustainability Report every year.

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Sustainability Policy

ThaiBev determines to lead its business in sustainable development guidelines by means of building trustworthy relationships with its stakeholders through the excellent and transparent implementation. ThaiBev recognises the importance of natural resources and environment by encouraging the use of resources effectively along with developing innovation in order to increase the efficiency and reduce any environmental impact. ThaiBev complies with applicable laws and regulations, reduces the impacts from the implementation of ThaiBev’s value chain, considers and keeps the balance of economy, society and environment, including stakeholders who are working towards the implementation of sustainable growth of the business.

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Corporate Social Responsibility Policy

ThaiBev commits to maintain the highest standards of corporate social responsibility in its business activities and be a good world citizen by contributing to the well-being of the communities in which ThaiBev lives and operates the business, recognising their differing priorities and needs. ThaiBev encourages and supports the Directors and Employees to volunteer in participating ThaiBev’s social activities and charitable giving and all kinds of social needs and programs. ThaiBev respects and supports internationally recognised human rights standards wherever ThaiBev operates and will undertake to prevent any actions regarded as human rights violation. ThaiBev regularly conducts the executive governance reviews of social and environmental initiatives and impacts on ThaiBev’s business. Moreover, ThaiBev continuously develops, improves and/or adheres to ThaiBev’s systems for managing, measuring, monitoring and reporting progress on the impact of this policy on ThaiBev stakeholders’ satisfaction, Employees skill improvement and environment preservation.

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Human Rights Policy

ThaiBev fully respects international human rights principles and international labour standards. ThaiBev operates well in line with the United Nations Universal Declaration of Human Rights and the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work. ThaiBev applies this policy to Directors and Employees. ThaiBev mainly concerns on Discrimination and Harassment, Forced Labour and Child Labour, Freedom of association, working hours and workplace safety and health, all mentioned aspects shall comply with laws and regulations and strive for higher standards.

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Supplier Code of Practice

ThaiBev commits to conduct an effective business under good governance as a foundation of sustainable growth and social acceptance. ThaiBev has established “Business Ethics of Thai Beverage Group” for Directors and Employees in order to meet such commitment. In addition to this, ThaiBev strongly encourages that its suppliers adopt and adhere to the same practice, as it would be beneficial to, not only ThaiBev and its suppliers, but also its customers, local communities, society, and the environment in a wider range. The requirements stated hereinafter shall apply to all of ThaiBev’s suppliers. ThaiBev concerns on the following aspects: Business ethics, Environmental management, Human rights and Occupational health and safety.

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Risk Management Policy

Thai Beverage Public Company Limited and its subsidiaries (“the Company” or “ThaiBev Group”) recognized risk management and internal control as an integral part of good corporate governance and fundamental in achieving its strategic and operational objectives, and safeguarding shareholders’ interests and the Company’s assets. Although risks themselves are not completely eliminated from business operation, ThaiBev Group aims to use risk management to improve decision making and manage risk appropriately to maximize potential opportunities and minimize the adverse effects of risk.

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Definitions Meaning
ThaiBev Thai Beverage Public Company Limited and its subsidiary companies
Directors All ThaiBev’s Directors
Employees All ThaiBev’s executive officers (employee ranging from Assistant-Vice President level up to the President and CEO) and employees

Statement

Thai Beverage Public Company Limited

Revenue Transparency and Reporting of Payments to Government
(January – December 2016)

Revenue (MB) Operating profit (MB) Income tax paid (MB)
ThaiBev Group 186,880 26,834 4,424

Remark : Thailand’s sales revenue is accounted for 96% of total revenue of ThaiBev Group.


Anti-Competitive Practice

ThaiBev is determined to conduct all of its operations honestly, fairly, ethically, and refraining from partaking into anti-competitive practice. We truly believe that the efforts to maintain a fair market will contribute to the sustainable development of the business and the society.


Anti-Money Laundering

ThaiBev is anti-money laundering and any acts that would be against our Business Ethics of Thai Beverage Group;
thus, we commit to conduct business lawfully and morally. To the best of our knowledge and capabilities, ThaiBev will refrain from entering into any transaction with risks to money laundering at all times.


Political Neutral

ThaiBev is determined to maintain a neutral political position. We acknowledge and respect the political rights of our employees, insofar as such the personnel refrains themselves from misleading the public regarding ThaiBev’s political position.


Human rights

ThaiBev is considering expanding its policy to cover all its stakeholders to follow the principles and guidance in the United Nations (UN) Guiding Principles on Business and Human Rights.
ThaiBev is committed to engaging with stakeholders in its communities to ensure that ThaiBev is listening to, learning from and taking into account their views as ThaiBev conduct its business. Where appropriate, ThaiBev will be engaging dialogue with stakeholders on human rights issues related to its business.

ThaiBev have been implementing and expanding a due diligence approach that targets high-risk locations, processes or activities. Through this process, ThaiBev is committed to identify, prevent, and mitigate adverse human rights impacts resulting from or caused by our business activities before or if they occur through human rights due diligence and mitigation processes.


Environmental

ThaiBev’s due diligence, mergers and acquisitions respect both Corporate Environmental Policy and Sustainability Policy in order to ensure the least possible negative impact on environment, society and climate change.


The nomination committee charter

Charter of the Nomination Committee

In order for the Nomination Committee (“NC”) of Thai Beverage Public Company Limited (the “Company”) to carry out its responsibility with efficiency according to good corporate governance and the regulations of Securities and Exchange Commission or the Capital Market Supervisory Board of Thailand and Singapore Exchange Limited (“SGX”) where the Company is listed, including international standards, the Board of Directors deemed appropriate to establish the Charter of the Nomination Committee in order to determine the composition, qualifications, tenure, meetings, authorities, duties and responsibilities of the NC as follows:

1. Composition and qualifications of the NC

The Board of Directors is in charge of the consideration and appointment of the NC and the NC Chairman. The Board of Directors considers the persons with appropriate composition and qualifications as follows:

1.1 The NC shall consist of at least 3 directors, and more than half of the NC members and the NC Chairman should be Independent Directors. In case there is a Lead Independent Director, the Lead Independent Director shall be an NC member as well.

1.2 The NC members must have knowledge, competencies and experiences which are beneficial to the Company’s business operations. They must act honestly, understand the duties and responsibilities of the NC, and be non-biased in nominating and selecting candidates to be directors or executives at the level of Senior Vice President or higher. The NC members must be independent according to good corporate governance, have the knowledge regarding good corporate governance, and be able to give sufficient time to carry out their duties.

1.3 The NC Chairman should possess seniority and extensive knowledge, competencies and experiences and must be able to drive the NC to perform its duties with independence, while remaining non-biased honest.

2. Tenure and retirement of the NC members

2.1 The tenure of the NC members is in line with the director tenure. The NC members to retire by rotation may be re-appointed by the Board of Directors to assume the positions.

2.2 The NC members to retire by rotation must remain as the acting NC members until qualified directors are appointed to assume the positions of the NC members.

2.3 Other than by rotation, a director shall retire from office upon:

(1) resignation;

(2) death; or

(3) being removed by a resolution of the Board of Directors.

2.4 In the event that a position of NC member becomes vacant, the Board of Directors shall promptly appoint a qualified director to assume the position.

3. Meetings of the NC

3.1 The NC shall hold at least 2 meetings a year, where the NC members must attend the meetings.

3.2 In order to constitute a quorum for any NC meeting, there shall be not less than half of the NC members.

3.3 In case the NC Chairman does not attend a meeting or cannot perform his duty, the NC members attending the meeting shall elect one of the members to be the Chairman of the meeting.

3.4 A decision made in an NC meeting shall be based on majority voting of the NC members attending the meeting. Each member has 1 vote, and in case the voting result is a draw, the Chairman of the meeting shall have a casting vote.

3.5 An NC member who is an interested person in a particular matter shall abstain from voting on that matter.

3.6 The NC must report the resolutions of each meeting to the Board of Directors.

4. Authorities, duties and responsibilities

4.1 The NC shall consider the Board of Directors’ structure and composition. This includes an appropriate number of directors for the business size, type and complexity as well as qualifications of each director in terms of education, knowledge, competencies, skills, experiences and expertise that are beneficial or related to core business or industry of the Company.

4.2 The NC shall consider qualifications of the candidates to be Independent Directors to suit the Company’s business type. Their independence shall comply with laws, compliance rules, and the SGX’s Principles of Good Corporate Governance.

4.3 The NC shall determine policy, criteria, and selection method and procedure for the recruitment of qualified candidates for director positions and propose the shortlist to the Board of Directors for consideration and approval, of which the main criteria are as follows:

4.3.1 The directors must be qualified according to laws and compliance rules, and the SGX’s Principles of Good Corporate Governance.

4.3.2 The directors must be able to allocate their time to carry out their duties appropriately and adequately.

4.3.3 The directors are recognized for their ethics and credibility, and can duly represent the Company.

4.3.4 The directors must be qualified in terms of education, knowledge, competencies, skills, experiences and expertise that are beneficial or related to core business or industry of the Company.

4.3.5 The directors can promote a diversity of the Board of Directors regarding age, gender, education, skills, experiences, expertise, including ethnicity and nationality.

4.4 The NC shall recruit and select the qualified candidates to be directors and executives at the level of Senior Vice President or higher according to the recruitment procedure and criteria determined by laws and compliance rules.The Board Skill Matrix must be prepared in order to align the recruitment of directors and executives with the direction of business operations.

4.5 The NC shall propose the selected candidates for director positions, together with opinions and reasons for the decision, to the Board of Directors or to the shareholders’ meeting for consideration and approval (on a case-by-case basis).

4.6 The NC shall propose the selected candidates for executive positions at the level of Senior Vice President or higher, together with opinions and reasons for the decision, to the Board of Directors for consideration and approval.

4.7 The NC shall consider the tenure of Independent Directors and annually review their independence on a regular basis.

4.8 The NC shall set up development and training programs for directors in order to develop the potential of both existing and newly appointed directors, ensuring that they understand the Company’s business type and their roles and responsibilities.

4.9 The NC shall formulate a succession plan for executives at the level of Senior Vice President or higher to ensure the Company’s business continuity by preparing the talents to be able to succeed in case that executives at the level of Senior Vice President or higher retire, resign, or cannot perform their duties.

4.10 The NC shall evaluate its performance at least once a year, including individual evaluation, and report to the Board of Directors as well as disclose its criteria, procedure and overall evaluation results in the annual report.

5. Revision and amendment to the Charter

The NC shall review the criteria in this charter annually. In case the NC deems appropriate that the criteria should be amended to align with current circumstances, the NC shall amend the charter and propose the revised version to the Board of Directors for consideration and approval.

The Board of Directors’ Meeting No. 3/2017 dated 11 May 2017 unanimously resolved to approve this charter with the effective date from 11 May 2017 onwards.


Membership of Trade association

Thai Beverage Public Company Limited

The Thai Chamber of Commerce and Board of Trade of Thailand and The Federation of Thai Industries Membership Fees
Include Vat 7%
Subsidaries 2013 2014 2015 2016
F.T.I TCC F.T.I TCC F.T.I TCC F.T.I TCC
Sangsom Co.,Ltd. 40,680 21,400 40,680 21,400 40,680 21,400 40,680 21,400
Fuengfuanant Co.,Ltd. 21,400 21,400 21,400 21,400
Thanapakdi Co.,Ltd. 16,050 16,050 16,050 16,050
Mongkolsamai Co.,Ltd. 22,700 22,700 22,700 22,700
Karnchanasingkorn Co.,Ltd. 28,050 28,050 28,050 28,050
Sura Piset Thiphareat Co.,Ltd. 12,000 12,000 12,000 12,000
SuraBangyikhan Co.,Ltd. 40,680 1,4980 40,680 1,4980 37,680 14,980 43,680 14,980
Athimart Co.,Ltd. 33,400 33,400 33,400 33,400
S.S.Karnsura Co.,Ltd. 33,400 33,400 33,400 33,400
Kankwan Co.,Ltd. 33,400 33,400 33,400 33,400
Theparunothai Co.,Ltd. 33,400 33,400 33,400 33,400
Res Bull Distrillery (1988) Co.,Ltd. 37,680 14,980 37,680 14,980 37,680 14,980 37,680 14,980
United Winery and Distrillery Co.,Ltd. 12,000 12,000 12,000 12,000
Simathurakij Co.,Ltd. 21,400 21,400 21,400 21,400
Nateechai Co.,Ltd 21,400 21,400 21,400 21,400
Luckchai Liquor Trading Co.,Ltd. 32,330 32,330 32,330 32,330
Beer Thai(1991)Public Company Limited 21,400 21,400 21,400
Cosmos Brewery(Thailand)Co.,Ltd. 21,400 21,400 21,400
Beer Thip Brewery (1991) Co.,Ltd. 21,400 21,400 21,400
Total 482,770 51,360 504,170 51,360 509,730 51,360 513,590 51,360
Total 534,130 555,530 561,090 564,950
Year F.T.I TCC Total
2013 482,770 51,360 534,130
2014 504,170 51,360 555,530
2015 509,730 51,360 561,090
2016 513,590 51,360 564,950

Remark : In 2016 Thaibev contributed money for trade association membership fees
1.The Thai Chamber of Commerce and Board of Trade of Thailand (TCC) 51,360 THB
2.The Federation of Thai Industries (F.T.I) 513,590 THB



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