ThaiBev Sustainability 2021

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CORPORATE GOVERNANCE AND BUSINESS ETHICS

ThaiBev strictly adheres to its Code of Business Conduct while maintaining an efficient management system that is both transparent and verifiable. The company conducts business with integrity, responsibility, and fairness in order to provide all shareholders and stakeholders with utmost confidence. In everything the company does, it aims to satisfy expectations from the business sector, shareholders, capital markets, and society as a whole.

The company’s Board of Directors is responsible for organizational leadership, setting up the direction, strategy, and operational objectives for the long-term success of ThaiBev companies. The leadership team seeks to ensure that ThaiBev operates in accordance with the company’s business plan, which is created with input from its shareholders. The business plan also ensures that the company operates in good faith under the law and in line with the company’s rules and regulations. Lastly, it assures that companies in the ThaiBev group and its subsidiaries comply with the regulations of the Singapore Exchange and other related stock exchanges.

ThaiBev’s anti-corruption policy establishes practices to protect against corruption and serve as a guideline for business to create a stable and sustainable future. All employees are obligated to file a complaint when discovering an act that may be considered wrongdoing. Employees who file a fair and truthful complaint shall not face any repercussions or harms from the complaint.

ThaiBev requires that all employees comply with its rules and regulations, and the laws of the 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.

Adapting to

Due to Covid-19 Situation since 2020, ThaiBev has adjusted its policies in accordance with the following law and regulations:

Emergency situation was declared nationwide. Section 9 of Emergency Decree on Public Administration in Emergency Situation B.E. 2548 and governors’ declaration and commands based on Communicable Disease Act B.E. 2558
Emergency Decree on Electronic Meetings B.E. 2563
Revenue Code Amendment Act (No. 47) B.E. 2561
Land and Buildings Tax Act B.E. 2562
Personal Data Protection Act B.E. 2562
The Announcement of the Office of Prime Minister on Prohibition of Sale of Alcoholic Beverages by Electronic Methods or Means B.E. 2563

ThaiBev and

ThaiBev equipped with an effective management system with policies that emphasize transparency, public responsibility, and impartiality. In the past year, ThaiBev has participated in and supported various sectors with the following objectives:

To increase market competitiveness
To expand and strengthen the network of companies in the food and beverage industry.

Examples of Support for

The Chamber of Commerce and the Board of Trade of Thailand
The Thai Institute of Packaging and Recycling Management for Sustainable Environment (TIPMSE) under the Federation of Thai Industries (FTI)
The Federation of Thai Industries (FTI)
Thai-UK Business Leadership Council (TUBLC)
Thai-Vietnam Business Council
Thailand Management Association (TMA)
UN Global Compact and Global Compact Network Thailand
Thailand Supply Chain Network (TSCN)
https://thailandsupplychain.com

Code of Business Conduct

ThaiBev established its Code of Business Conduct to pursue integrity, legal compliance, morality and ethics. The executives, managers, and employees must adhere to the Code of Business Conduct for ThaiBev to achieve company’s objective of upholding ethical conduct and standards.

ThaiBev has a duty to maintain transparency in its operations and to protect the interests of its shareholders by considering present and future market conditions and risk factors, and treats employees, customers, and business partners ethically. ThaiBev is committed to ensuring that its personnel understand, accept, and follow the company’s Code of Business Conduct. This will result in

The company’s ability to uphold its responsibility to society and stakeholders
Employees’ work efficiency
Fairness within the organization
Employee’s dignity and integrity
The company being socially accepted
Employees’ well-being

CODE OF CONDUCT BREACHES

ThaiBev requires that all employees must 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 2021, 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.

Breach Cases were classified as followed:

CLASSIFICATION OF BREACH CASES	Reported Case	Substantiated Case	Disciplinary Action Taken
CLASSIFICATION OF BREACH CASES	Reported Case	Substantiated Case	Relieved from Duty	Written Warning	Remidiation
Corruption and bribery	57	57	57	0	0
Sexual harassment and discrimination	1	1	0	1	1
Confidentiality of information	0	0	0	0	0
Conflicts of interest	0	0	0	0	0
Antitrust/anticompetitive practices	0	0	0	0	0
Money-laundering and/or insider trading/dealing	0	0	0	0	0
Disciplinary	457	16	2	14	0
Total	515	74	59	15	1

The cases were reported through various channels including whistleblowing channels, other employee relation communication channels, reported through lines of duty, and flagged from internal procedures. Cases have been investigated and appropriate disciplinary actions and measures have been taken accordingly.

NON-DISCRIMINATION AND ANTI-HARASSMENT TRAINING

ThaiBev added a separate policy for Non-Discrimination and Anti-Harassment of all types in order to signify the importance of such topic to all employees as well as clarifying the definition as per the international standards. In addition, ThaiBev further engaged in the matter and developed Non-Discrimination and Anti-Harassment Policy to outline the importance, as well as the details of associated definitions including sexual harassment and other harassment.

In 2021, ThaiBev launched group-wide communication to increase the awareness on discrimination and harassment practice including a special training to approximately 500 of the company’s and the subsidiary’s human resource personnel.

Good Corporate Governance

ThaiBev is determined to abide by the principles of good corporate governance in line with ThaiBev’s Code of Business Conduct. Appropriate risk management plans are established in accordance with ThaiBev’s sustainable development approach, and information is disclosed transparently and adequately to give confidence to shareholders, investors, employees, customers, and stakeholders. ThaiBev is also determine to support and develop customers’ business potentials for stronger and more sustainable growth to create long-term shareholder value while considering stakeholders inside and outside the organization.

The Board of Directors takes a leadership role to ensure ThaiBev’s leading business position by determining business direction, strategy, operational objectives, and long-term success for ThaiBev Group. This allows ThaiBev to conduct its business according to its business plans, shareholders’ resolutions, laws and regulations, and company’s goals 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 2020 and on the website www.thaibev.com)

During the COVID-19 pandemic, the Singapore Exchange Limited allowed registered companies to hold electronic meetings by following certain protocol. The number of attendees and organizers should include not more than 6 people in one venue. Questions must be submitted to attendees 72 hours prior to the meeting, and attendees must comply with physical distancing measures. This allows registered companies to hold the meetings on time. On 21 June 2021, ThaiBev organized its Annual Information Meeting between the company and stockholders in Singapore online. Attendees could submit questions regarding the business and its operations in advance for board members and executives to clarify. ThaiBev also disclosed information through SGXNEt on the same day. The board and sub-committee meetings of ThaiBev and subsidiary companies were held as e-meetings to allow board members and executives who are in Thailand and abroad to join and provide opinions and suggestions per specific rules and regulations.

Furthermore, ThaiBev announced a Whistleblowing Policy as a way to emphasize the importance of receiving and responding to concerns about suspected wrongdoings in the company. Directors, executives, and employees can raise these concerns. In 2020, no significant incidents of conflict were found and no significant cases of grievances related to ethics were investigated or found to be valid.

List of the Independent Director of Thai Beverage Public Company Limited

Name of Directors		Type of Independent Directors
Name of Directors		SGX	DJSI
1.	Mr. Charoen Sirivadhanabhakdi	-	-
2.	Khunying Wanna Sirivadhanabhakdi	-	-
3.	Ms. Potjanee Thanavaranit
4.	Clinical Prof. Emeritus Piyasakol Sakolsatayadorn, M.D.
5.	Mr. Timothy Chia Chee Ming
6.	Prof. Khemchai Chutiwongse
7.	Dr. Chatri Banchuin
8.	Assoc. Prof. Dr. Kritika Kongsompong
9.	Mr. Wee Joo Yeow
10.	Dr. Pasu Loharjun
11.	Mrs. Busaya Mathelin
12.	Mr. Vivat Tejapaibul	-
13.	Mr. Panote Sirivadhanabhakdi	-	-
14.	Mr. Thapana Sirivadhanabhakdi	-	-
15.	Mr. Ueychai Tantha-Obhas	-	-
16.	Mr. Sithichai Chaikriangkrai	-	-
17.	Dr. Pisanu Vichiensanth	-	-

Number of Board meeting attendance in percentage for the year ended 30 September 2021

	Name	Number of Attendances / Total Number of Meetings is 6
1	Mr. Charoen Sirivadhanabhakdi	6/6
2	Khunying Wanna Sirivadhanabhakdi	6/6
3	Mr. Prasit Kovilaikool	5/6
4	Ms. Potjanee Thanavaranit	6/6
5	Mr. Timothy Chia Chee Ming	6/6
6	Prof. Khemchai Chutiwongse	4/4
7	Dr. Chatri Banchuin	6/6
8	Assoc. Prof. Dr. Kritika Kongsompong	6/6
9	Mr. Wee Joo Yeow	4/4
10	Dr. Pasu Loharjun	4/4
11	Mrs. Busaya Mathelin	4/4
12	Mr. Vivat Tejapaibul	4/6
13	Mr. Panote Sirivadhanabhakdi	6/6
14	Mr. Thapana Sirivadhanabhakdi	6/6
15	Mr. Ueychai Tantha-Obhas	6/6
16	Mr. Sithichai Chaikriangkrai	6/6
17	Dr. Pisanu Vichiensanth	6/6
18	Dr. Pisanu Vichiensanth	6/6
Average % =		96.08%
Minimum of attendance required, at least (in %)		80.00%

Board Mandates

List of other mandates of the Board as of 30 June 2022

Name	Position	External directorships in publicly listed companies as of 30 September 2020 (excl. private limited companies, education institutes, and non-profit organization)
1. Mr. Charoen Sirivadhanabhakdi	Chairman	Berli Jucker Public Company Limited (Listed on SET) Fraser and Neave, Limited (Listed on SGX) Frasers Property Limited (Listed on SGX) Thai Group Holdings Public Company Limited (Listed on SET) Asset World Corp Public Company Limited (Listed on SET)
2. Khunying Wanna Sirivadhanabhakdi	Vice Chairman	Berli Jucker Public Company Limited (Listed on SET) Fraser and Neave, Limited (Listed on SGX) Frasers Property Limited (Listed on SGX) Thai Group Holdings Public Company Limited (Listed on SET) Asset World Corp Public Company Limited (Listed on SET)
3. Ms. Potjanee Thanavaranit	Independent Director and Audit Committee Member	Berli Jucker Public Company Limited (Listed on SET) Oishi Group Public Company Limited (Listed on SET) Thai Reinsurance Public Company Limited (Listed on SET) Univentures Public Company Limited (Listed on SET) Bangkok Insurance Public Company Limited (Listed on SET)
4. Clinical Prof. Emeritus Piyasakol Sakolsatayadorn, M.D.⁽¹⁾	Independent Director and Audit Committee Member
Name	Position	External directorships in publicly listed companies (as of 30 June 2022) (4 or less) (excl. private limited companies, education institutes, and non-profit organization)
5. Mr. Timothy Chia Chee Ming	Independent Director	Malaysia Smelting Corporation Berhad (Listed on Bursa Malaysia) The Straits Trading Company Limited (Listed on Busa Malaysia & SGX)
6. Prof. Khemchai Chutiwongse	Independent Director and Audit Committee Member	-
7. Dr. Chatri Banchuin	Independent Director	-
8. Assoc. Prof. Dr. Kritika Kongsompong	Independent Director	-
9. Mr. Wee Joo Yeow	Independent Director	Oversea-Chinese Banking Corporation Limited (Listed on SGX) Great Eastern Holdings Limited (Listed on SGX) Frasers Property Limited
10. Dr. Pasu Loharjun	Independent Director	Allianz Ayudhya Capital Public Company Limited (Listed on SET) Electricity Generating Public Company Limited (Listed on SET)
11. Mrs. Busaya Mathelin	Independent Director	Frasers Property (Thailand) Public Company Limited (Listed on SET)
12. Mr. Vivat Tejapaibul	Director	-
13. Mr. Panote Sirivadhanabhakdi	Director	Frasers Property (Thailand) Public Company Limited (Listed on SET) Univentures Public Company Limited (Listed on SET) Frasers Property Limited (Listed on SGX) Frasers Hospitality Asset Management Pte Ltd, Manager of Frasers Hospitality Real Estate Investment Trust (Listed on SGX) Frasers Hospitality Trust Management Pte Ltd, Manager of Frasers Hospitality Business Trust (Listed on SGX) Frasers Logistics & Commercial Asset Management Pte Ltd, Manager of Frasers Logistics & Commercial Trust (Listed on SGX)
Name	Position	External directorships in publicly listed companies (as of 30 June 2022) (4 or less) (excl. private limited companies, education institutes, and non-profit organization)
14. Mr. Thapana Sirivadhanabhakdi	President and CEO	Univentures Public Company Limited (Listed on SET) Sermsuk Public Company Limited (Listed on SET) Amarin Printing and Publishing Public Company Limited (Listed on SET) Fraser and Neave, Limited (Listed on SGX) Thai Group Holdings Public Company Limited (Listed on SET) The Siam Cement Public Company Limited (Listed on SET)
15. Mr. Ueychai Tantha-Obhas	Director and Senior Executive Vice President	Oishi Group Public Company Limited (Listed on SET) Sermsuk Public Company Limited (Listed on SET)
16. Mr. Sithichai Chaikriangkrai	Director and Senior Executive Vice President	Berli Jucker Public Company Limited (Listed on SET) Oishi Group Public Company Limited (Listed on SET) Siam Food Products Public Company Limited (Listed on SET) Univentures Public Company Limited (Listed on SET) Sermsuk Public Company Limited (Listed on SET) Frasers Property (Thailand) Public Company Limited (Listed on SET) Asset World Corp Public Company Limited (Listed on SET) Fraser and Neave, Limited (Listed on SGX) Frasers Property Limited (Listed on SGX) Thai Group Holdings Public Company Limited (Listed on SET)/li>
17. Dr. Pisanu Vichiensanth	Director and Senior Executive Vice President	Oishi Group Public Company Limited (Listed in SET)

Remarks:

(1) Clinical Prof. Emeritus Piyasakol Sakolsatayadorn, M.D. was appointed to be Independent Director on 26 November 2021.

Other mandate for non-executive/independent director is 5.

BOARD PERFORMANCE ASSESSMENT

Thai Beverage Public Company Limited (ThaiBev) undertakes to carry out the board performance assessment every three to four years by an independent third party. This year, an independent external consultant, Aon Solutions Singapore Pte. Ltd., has been appointed to facilitate the process of conducting a board performance assessment.

Board Average Tenure

	Name of directors	Position(s)	Date of appointment as director	Number tenure in years*
1	Mr. Charoen Sirivadhanabhakdi	Chairman	26-Oct-2003	17
2	Khunying Wanna Sirivadhanabhakdi	Vice Chairman	26-Oct-2003	17
3	Mr. Prasit Kovilaikool	Independent Director and Audit Committee Chairman	27-Apr-2012	8
4	Ms. Potjanee Thanavaranit	Independent Director and Audit Committee Member	31-Jan-2018	2
5	Mr. Timothy Chia Chee Ming	Independent Director and Audit Committee Member	31-Jan-2020	0
6	Prof. Khemchai Chutiwongse⁽¹⁾	Independent Director and Audit Committee Member	29-Jan-2021	0
7	Dr. Chatri Banchuin	Independent Director	31-Jan-2018	2
8	Assoc. Prof. Dr. Kritika Kongsompong	Independent Director	31-Jan-2018	2
9	Mr. Wee Joo Yeow⁽²⁾	Independent Director	29-Jan-2021	0
10	Dr. Pasu Loharjun⁽³⁾	Independent Director	29-Jan-2021	0
11	Ms. Busaya Mathelin⁽⁴⁾	Independent Director	29-Jan-2021	0
12	Mr. Vivat Tejapaibul	Director	26-Oct-2003	17
13	Mr. Panote Sirivadhanabhakdi	Director	27-Feb-2007	13
14	Mr. Thapana Sirivadhanabhakdi	President and CEO	26-Oct-2003	17
15	Mr. Ueychai Tantha-Obhas	Director and Senior Executive Vice President	08-Jul-2005	15
16	Mr. Sithichai Chaikriangkrai	Director and Senior Executive Vice President	26-Oct-2003	17
17	Dr. Pisanu Vichiensanth	Director and Senior Executive Vice President	26-Oct-2003	17
Average tenure of board members (in years) =				8.47

*Remarks:
The tenure was calculated based on S&P Global Corporate Sustainability Assessment (CSA)’s data requirement. For example: if a director was appointed in March 2014, his tenure would be counted as 2020-2014 = 6 years.

(1) Prof. Khemchai Chutiwongse was appointed to be an Independent Director and Audit Committee Member 29 January 2021.
(2) Mr. Wee Joo Yeow was appointed to be an Independent Director on 29 January 2021.
(3) Dr. Pasu Loharjun was appointed to be an Independent Director on 29 January 2021.
(4) Mrs. Busaya Mathelin was appointed to be an Independent Director on 29 January 2021.

Industry Experience of the Independent and/or Non-Executive Directors Industry Experience of Thai Beverage PLC.

based on GICS Level 1: Practical work experience in the industry (Management, Academia, Consulting or research)

Board Industry Experience	1. Ms. Potjanee Thanavaranit	2. Clinical Prof. Emeritus Piyasakol Sakolsatayadorn, M.D.(*)	3. Mr. Timothy Chia Chee Ming	4. Prof. Khemchai Chutiwongs	5. Dr. Chatri Banchui	6. Assoc.Prof. Dr. Kritika Kongsompong	7. Mr. Wee Joo Yeow	8. Dr. Pasu Loharjun	9. Mrs. Busaya Mathelin	10. Mr. Vivat Tejapaibul	11. Mr. Panote Sirivadhanabhakdi
Industry Experience (GICS Sector)
Energy	-	-	-	-	-	-		-	-	-	-
Materials		-		-	-	-	-		-	-
Industrials	-	-		-	-	-	-		-	-
Consumer Discretionary							-	-
Consumer Staples ⁽¹⁾				-			-		-
Healthcare				-			-	-	-	-
Financial									-		-
Information Technology	-	-	-	-		-	-		-	-
Communication Services	-	-	-		-		-	-	-	-	-
Utilities	-	-			-	-	-		-	-
Real Estate		-	-		-	-				-
Experience acquired by function in
Management			-	-
Academia			-				-	-	-	-	-
Consulting
Research	-		-	-	-	-	-		-	-	-

Experience acquired by function

Management: Experience in Business Management
Academia: Experience from Academic
Consulting: Experience in Advisory Service
Research: Experience in Research

Remarks:

Experience acquired as director

Experience acquired as executive

(*) Clinical Prof. Emeritus Piyasakol Sakolsatayadorn, M.D. was appointed to be independent director on26 November 2021.
(1) ThaiBev was classified in Consumer Staples sectors.

Consumer Staples Sector

Ms. Potjanee Thanavaranit

2001 - 2006: Director General, Department of Insurance, Ministry of Commerce
1999 - 2001: Inspector General, Ministry of Commerce

Clinical Prof. Emeritus Piyasakol Sakolsatayadorn, M.D.

2012-Present: Clinical Prof. Emeritus, Department of Surgery, Faculty of Medicine Siriraj Hospital
2015-2019: Minister of Public Health, Ministry of Public Health
2007 -2011: President, Mahidol University
2000 - 2012: Clinical Prof., Department of Surgery, Faculty of Medicine Siriraj Hospital

Dr. Chatri Banchuin

2010 – 2012: Director General, Department of Mental Health, Ministry of Public Health
2004 – 2008: Director General, Department of Medical Service
2003 – 2004: Inspector General, Ministry of Public Health
1995 – 1996: Hospital Director, Nopparatrajathanee Hospital
1987 – 1993: Head of department of surgery, Rajavithi Hospital

Dr. Pasu Loharjun

2017 – 2019: Permanent Secretary, Ministry of Industry
2016 - 2017: Director General, Department of Industrial Promotion
2014 - 2016: Director General Department of Industrial Works
Ph.D. in Industrial Engineering and Operations research, Virginia Polytechnic Institute and State University, USA

Mr. Panote Sirivadhanabhakdi

2020 - Present: Vice Chairman of the Executive Committee, Univentures Public Company Limited
2017 - Present: Director, Chairman of the Executive Committee, Member of Compensation and Nomination Committee and Member of Risk Management Committee, Frasers Property (Thailand) Public Company Limited
2016 - Present: Group Chief Executive Officer, Frasers Property Limited
2005 - 2017: Director and Executive Director, Berli Jucker Public Company Limited
2007 - 2017: Director and Executive Director, Siam Food Products Public Company Limited
2013 - 2016: Chief Executive Officer, Univentures Public Company Limited
2001: Chief Executive Officer, T.C.C. Technology Company Limited

Other Sectors

Mr. Timothy Chia Chee Ming

1995 – 2004: President of PAMA Group Inc
1982–1986: Vice President of the Investment Department of American International Assurance Company Limited

Prof. Khemchai Chutiwongse

2011 – 2013: Director General, Department of Legal Counsel
2007 – 2011: Director General, Department of Public Prosecutor Commission

Assoc.Prof. Dr. Kritika Kongsompong

2012 - 2014: Assistant Director, Marketing & PR, Faculty of Marketing, Sasin Graduate Institute of Business Administration of Chulalongkorn University

Mrs. Busaya Mathelin

2016 – 2020: Permanent Secretary, Ministry of Foreign Affairs of Thailand
2015 – 2016: Ambassador of Thailand to Belgium and Ambassador and Head of Mission of Thailand to the European Union
2012 – 2013: Ambassador of Thailand to Senegal
2010 – 2012: Director-General of European Affairs Department of Foreign Affairs of Thailand

Mr. Wee Joo Yeow

2002 - 2013: Managing Director and Head of Corporate Banking Singapore, United Overseas Bank Limited

Mr. Vivat Tejapaibul

1979 – 1998: Secretary of Managing Director / Deputy Director -Commercial / Branch Director / Executive Vice President, Bangkok Metropolitan Bank Public Company Limited (Over 18 years’ experiences in the banking industry)

CEO COMPENSATION AND SUCCESS METRICS

ThaiBev Group CEO and executives are fully aligned with the long-term performance of ThaiBev. With PASSION 2025 as our strategic goals, variable remuneration is determined by a broad set of indicators, financials and relative financial metrics including but not limited to:

Financial Metrics

Return on Capital Employed
Return on Equity
Volume Growth
Net Sales Values
Net Income

Relative Financial Metrics (as comparison to benchmarking companies, and specific industry performance and Singapore Exchange (SGX)):

Relative Total Shareholder Returns
Issuer credit ratings by credit rating agencies

Non-financial Metrics:

Predefined sustainability target
Sustainability score and global ranking score
Green house gas emission reduction 15% by 2025 from 2019 base (Sustainability-related score)

Additional strategic goals, PASSION 2025 goals, are set to be evaluated by September 2025 including but not limited to:

Market share in five main geographical markets
Proportion of revenue from new businesses and channels

The Group CEO, Mr. Thapana Sirivadhanabhakdi, has been in senior management position since the incorporation of the company and was appointed President and CEO of ThaiBev in 2008. He initiated Vision 2020 and PASSION 2025 to achieve long term vision as the stable and sustainable ASEAN leader. He currently holds 107 million shares since the incorporation of the company or 57.42 times of his current annual salary base and is fully aligned to the long-term performance of ThaiBev.

Share ownership guideline for CEOs as well as variable compensation follow the mandate from the Remuneration Committee and Long Term Incentive Plan Committee (LTIP Committee). The incentive plan determined by LTIP Committee lay out the performance metrics, amount of share bonus, performance period and conditions as well as vesting time.

For Group CEO, the share bonus in 2021 were determined by the LTIP Committee. Up until 2020, Mr. Thapana Sirivadhanabhakdi as the person who initiated the program and serves on the committee voluntarily declined to participate and accept the shares to avoid conflict of interest. Starting from 2021, the share bonus to the Group CEO was granted by the LTIP Committee with full acknowledgement of his commitment to protect against the conflict of interest. The share grant to Group CEO is linked to highly ambitious strategic goals and are administered as shadow or synthetic shares. Performance condition for Group CEO is set as for subsequent financial year and PASSION 2025 goals. Therefore, the longest performance period for the 2021 grant for Group CEO is 5 years. The vesting period for Group CEO is determined to be 5 years with claw-back provisions in line with LTIP.

For Product Group CEOs, the share amount granted are determined from 2 performance years, where thereafter the shares are vested over the span of 3 years with claw-back provision based on pre-defined targets. As a result of performance condition and claw-back, the final amount for Product Group CEOs range from 0% to 120% of the initial grant.

The proportion of deferred bonus in 2021 as percentage of total bonus for the Group CEO is 20% and 18% for Product Group CEOs.

Table 1: Remuneration of ThaiBev Group CEO

Remuneration of ThaiBev Group CEO	Remuneration (THB)	Directors’ fees (%)	Salaries (%)	Bonuses as well as funds paid based on the operating results of the Company (%)	Other benefits (%)	Compensation in form of shares and long-term benefits (%)
Mr. Thapana Sirivadhanabhakdi	98,504,000	-	31	69		13.8

Starting from 2021, a deferred synthetic share bonus to the Group CEO was granted, linked to PASSION 2025 goals. Under this scheme, an amount equivalent to 20% of Mr.Thapana’s bonus is granted and converted to initial synthetic shares at LTIP fair price. The 2021 amount of deferred synthetic shares is equivalent to 20%*69% of total compensation or 13.8% of 2021 total compensation.

The deferred synthetic shares support alignment the interest of shareholders and the Group CEO. The amount of initial synthetic shares will be evaluated and converted to final synthetic shares at the end of fiscal year 2025 against PASSION 2025 goals, which were presented to the Board in 2021. As a result of performance condition and claw-back, the final amount synthetic shares for Group CEO can vary from 0% to 120% of the initial synthetic shares.

While no actual shares will be issued for the Group CEO, the final synthetic shares will be vested for 5 years. In each of the subsequent 5 years, 20% of the final synthetic shares will be converted to cash value according to LTIP fair price and awarded to the Group CEO.

In addition to the disclosure of the total annual compensation of the executive officers, the company also disclose the Mean Employee Compensation, which can be found in the Limitless Opportunity section. This will enable the calculation of the ratio between annual compensation of the CEO and the mean employee compensation, which is taken to be an important figure in the interest of our stakeholders.

Table 2: Remuneration of Senior Executive Vice President (SEVP)

Remuneration of Senior Executive Vice President (SEVP)	Remuneration band (THB)	Directors’ fees (%)	Salaries (%)	Bonuses as well as funds paid based on the operating results of the Company (%)	Other benefits (%)	Compensation in form of shares and long-term benefits (%)	Average Value of Company shares holding/ annual base salary (times)
Mr. Ueychai Tantha-Obhas	between 28,750,000 and 34,500,000	-	58	38	-	4	Average 0.54 times
Mr. Sithichai Chaikriangkrai	between 28,750,000 and 34,500,000	-	56	40	-	4
Dr. Pisanu Vichiensanth	between 28,750,000 and 34,500,000	-	59	38	-	3
Average Remuneration of Senior Executive Vice President (SEVP) (THB)	31,625,000

Code of Business Conduct

The company’s ability to uphold its responsibility to society and stakeholders
Employees’ work efficiency
Fairness within the organization
Employee’s dignity and integrity
The company being socially accepted
Employees’ well-being

CODE OF CONDUCT BREACHES

ThaiBev requires that all employees must 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 2018, 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.

Breach Cases were classified as followed:
Total number of reported case: 260

CLASSIFICATION OF BREACH CASES
Disciplinary	131
Harassment and Discrimination	9
Bribery and Fraud	85
Total	225
Disciplinary Action Taken
Written Warning	147
Relieved from duty	78
Total	225

Anti-Corruption

Corruption is a criminal offense that affects free competition and breaches the company’s Code of Business Conduct. It results in damage to the company’s reputation, loss of stakeholders’ confidence, and impact the company’s profits.

ThaiBev operates its business transparently, morally, and adheres to the principles of fairness and in compliance with the Code of Business Conduct while striving to provide maximum values for stakeholders in Thailand and abroad. ThaiBev’s anti-corruption policy establishes practices to protect against corruption and serve as a guideline for business to create a stable and sustainable future.

In the case of changes to the business, regulations, standards, and the law, the President and CEO is responsible for monitoring and implementing an efficient anti-corruption system, reporting to the Chair of the Board of Directors and the Audit Committee; and reviewing and revising 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:

Senior-level executives are responsible for ensuring policy compliance and collaborate with board members, managers, and employees in compliance monitoring.
Board members and employees have the duty to maintain the highest standards when doing business.
Employees must not neglect evidence of corruption.
Employees must cooperate in investigating the facts.

Failure to act in accordance with ThaiBev’s anti-corruption policy is a severe disciplinary offense, violates ThaiBev’s employment contract, and is a criminal offense. Violating the anti-corruption policy can cause severe damage to the company’s reputation. If corruption is discovered, it should be reported to the employee’s line manager. Any person found to violate the policy will be disciplined in accordance to ThaiBev’s rules and prosecuted under the law.

Handling Complaints

All employees are obligated to file a complaint when discover an act that may be considered wrongdoing. Employees who file a fair and truthful complaint shall not face any repercussions or harms from the complaint. The process of filing complaints is as follows:

Board member should file the complaint with the Chairman of the Audit Committee.
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 can report suspicious information directly to the President and CEO via email at whistleblowing@thaibev.com or file the complaint to employee’s line manager.
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.
Employee should file the complaint in writing through recommended channels by providing contact information to responsible company official.
An employee who files the complaint will be protected from repercussions or damage if the complaint is filed in good faith.
Appropriate action will be taken to protect directors and employees from any damage that may arise from filing the complaint.

When an employee files a complaint,

ThaiBev will decide how to proceed, which can include an internal investigation or reporting to an external organization to conduct an investigation.
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.

Breaches of Regulations and the Law

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 2020, 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. To prevent breaches of the regulations, ThaiBev has implemented the following procedures to prevent corruption:

Conduct orientation for new employees and executives.
Provide online training courses for employees.
Communicate business ethics for employees.
Communicate and require all employees to follow the Code of Business Conduct.
Take decisive action when fraud is discovered as it may involve legal action.
Conduct regular internal audits by the Internal Audit Office to ensure that ThaiBev follows rules and regulations under the laws.