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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
Regulatory Changes
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
Public Policy
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
Various Organizations
  • 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
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
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 - 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.
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.
Practical Work Experience
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 Invested Capital
  • 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
Variable remuneration also considers other non-financial indicators such as predefined sustainability targets and S&P Global ESG Score.

Additional strategic 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
ThaiBev is committed to align the interests of the shareholders with management and direction of the company. As such, Long Term Incentive Plan (LTIP) has been put in place to strengthen executives’ ownership of the company. For eligible Executive Committee members and employees, share ownership guideline and variable compensation framework follow the mandate from the Remuneration Committee and Long Term Incentive Plan Committee (LTIP Committee). The incentive plan determined by LTIP Committee lays out the performance metrics, amount of bonus, performance period and conditions, and vesting time, in which the share amount granted are determined from 2 performance years. The shares are vested over the span of 3 years with clawback provision based on pre-defined targets. As a result of performance condition and clawback, the final amount range from 0% to 120% of the initial grants.

Since January 2021, additional guideline has been put in place to strengthen the alignment through shareholding of Executive Committee members. With the continuation of the LTIP, a target has been set for members of Executive Committee who are eligible to participate in the LTIP to build up shareholding value to at least 3 times of annual base salary. For the Group CEO, the shareholding is required to be maintained at not less than 15 times of annual base salary, Mr. Thapana Sirivadhanabhakdi has intention to maintain his shareholding in the Company of not less than his current shareholding level of 107 million shares. or 63.8 times of his 2020 annual base salary.
Table 1: Remuneration of ThaiBev Group CEO and Product Group CEOs
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 67,570,000 - 35 65 -*
* Alignment of long-term performance through shareholding and dividend payout.
Remuneration of Product Group CEO 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 (%)
Mr. Prapakon Thongtheppairot
Spirits Product Group CEO
between 23,000,000 and 28,750,000 N/A 67 29 - 4
Mr. Kosit Suksingha
Beer Product Group (Thailand) CEO**
between 11,500,000 and 17,250,000 N/A 65 28 - 7
Mr. Lester Teck Chuan Tan
Non-alcoholic Beverages Group (Thailand) CEO**
between 17,250,000 and 23,000,000 N/A 62 28 - 10
Ms. Nongnuch Buranasetkul
Food Group CEO
between 11,500,000 and 17,250,000 N/A 65 30 - 5
Total Remuneration of Product Group CEOs: 76,990,000
** In October 2020,
- Mr. Kosit ceased to be Beer Product Group (Thailand) CEO and was appointed to be Non-alcoholic Beverages Group (Thailand) CEO.
- Mr. Lester Teck Chuan Tan ceased to be Non-alcoholic Beverages Group (Thailand) CEO and was appointed to be Beer Product Group (Thailand) CEO.
Note:
(1) Long Term Incentive Plan (LTIP) payout is equivalent to 3 years vesting of shares and is considered equivalent to the deferred bonus in form of shares in a single year
(2) Deferred portion of short-term bonus is calculated by: Portion of deferred bonus in shares (%) = Compensation in form of shares and long-term benefits (%)/[Bonus Paid (%) +Compensation in form of shares and long-term benefits(%)] x 100
(3) The average deferred portion of short-term bonus of Product Group CEOs in 2020 is 18.2%
(4) The average of ThaiBev Group CEO’s and Product Group CEOs’ total compensation is 28.91M THB
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 35,500,000 - 56 41 - 3 Average 0.58 times
Mr. Sithichai Chaikriangkrai between 23,000,000 and 28,750,000 - 54 43 - 3
Dr. Pisanu Vichiensanth between 23,000,000 and 28,750,000 - 55 42 - 3
Note:
Group CEO holds company shares of 63.8 times of annual base salary.
Senior Executive Vice President hold, on average, company shares of 0.58 times of annual base salary
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 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

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.
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.