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Corporate Governance and Business Ethics
ThaiBev strictly adheres to its Code of Business Conduct while maintaining an efficient management system. The company conducts business with integrity, responsibility, and fairness in order to gain trust from all stakeholders. ThaiBev’s business practices have helped it gain a competitive advantage.
ThaiBev emphasizes the importance of Board diversity to ensure that the Board can discuss and make decisions efficiently while taking into account all the social, environmental, and human rights impacts of its business, in order to achieve the company’s strategic objectives and sustainable growth.

ThaiBev is committed to embracing principles of good corporate governance in accordance with its Code of Business Conduct and all applicable laws, rules, and regulations, including the Listing Manual of Singapore Exchange Securities Trading Limited (SGX) and the principles and provisions of the Code of Corporate Governance 2018 of Singapore.

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 makes sure that companies in the ThaiBev group and its subsidiaries comply with the regulations of the Singapore Exchange and other related stock exchanges.
Anti-Corruption
ThaiBev’s anti-corruption policy establishes practical protection measures and serves as a guideline to create a stable and sustainable future The President and CEO is responsible for monitoring and implementing an efficient anti-corruption system, reporting to the Chairman of the Board of Directors and the Audit Committee; and for reviewing and revising policies to ensure they are up-to-date and responsive to any change to the business or regulations.

Failure to act in accordance with ThaiBev’s anti-corruption policy is a severe disciplinary offense, violates the company’s employment contract, and is a criminal offense.
Adaptability to Legislative Changes
Legal measures as follows:
  • Public Limited Company Act (No.4) BE 2565 (2022) (Amendment)
    The Act was amended to allow public limited companies to hold board meetings and shareholders’ meetings electronically, to deliver notices or documents electronically, and to deal with proxies matters at shareholders’ meetings electronically.
  • Personal Data Protection Act BE 2562 (2019)
    ThaiBev Group has issued a personal data protection policy, appointed a Personal Data Protection Officer, educated employees on this law, as well as developed relevant work systems to ensure that ThaiBev Group’s business operations comply with the law and do not affect data subject’s rights. ThaiBev Group also provides channels for data subjects to contact in case of personal data protection matters.
  • Notification of the Ministry of Public Health, re: Specifying the List of Narcotics of Category 5, BE 2565 (2022) This will widen ThaiBev Group’s choice of products and increase its land management options for greater benefit. ThaiBev Group will formulate business strategies by weighing up the positives and negatives for sustainable growth.
Public Policy
ThaiBev conducts business under good governance principles, with an effective management system, transparency, corporate responsibility, and impartiality. The company engages with and supports various sectors for commercial benefit and strengthened competitiveness, and has expanded its growth network with companies in the beverage and food industries.
Examples of Organizations that ThaiBev supported in 2022
  • Thai Chamber of Commerce
  • Thailand Institute of Packaging and Recycling Management for a Sustainable Environment (TIPMSE), under the Federation of Thai Industries
  • 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)
Towards 2025 and Beyond
Goals of the Code of Business Conduct
  • To achieve zero confirmed cases of disciplinary action in relation to corruption and harassment.
  • To strengthen and align work processes on corporate governance, the code of business conduct, and work regulations, both in ThaiBev at group level and in affiliate companies, to be consistent and operating in the same direction.
  • To develop communication and education about the company’s policies, the code of business conduct and work regulations, at the group level and in ThaiBev’s affiliate companies.
  • To strictly monitor compliance with company policy, the code of business conduct, and work regulations by employees and suppliers.
  • 100% of directors, management, employees, and suppliers to have completed anti-corruption training through the e-learning system. Each person needs to score 90% or more in testing, in order to be considered to have passed the training.
Code of Business Conduct, Breaches and Disciplinary actions
ThaiBev established its Code of Business Conduct to pursue integrity, legal compliance, morality, and ethics, including prevention of conflicts of interest.

ThaiBev has a duty to maintain transparency in its operations, to protect the interests of its shareholders by considering present and future market conditions and risk factors, and to treat employees, customers, and business partners ethically. The company is committed to ensuring that its personnel understand, accept, and follow its Code of Business Conduct. This will positively support:
  • the company’s ability to uphold its responsibility to society and stakeholders
  • employees’ work efficiency
  • fairness within the organization
  • employees’ dignity and integrity
  • the company being socially accepted
  • employees’ well-being
Code of Conduct Breaches

ThaiBev requires that all employees comply with its rules and regulations, and the laws of the countries that the company 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 2022, some minor cases were reported (breaches are 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 Remediation
Corruption and bribery 77 77 77 0 0
Sexual harassment and discrimination 1 1 1 0 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 474 370 14 272 0
Total 552 448 92 272 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.
Complaints Handling SOP
Standard of Practice
Scenario 1:
When breaches are reported or detected, responsible supervisor must conduct initial investigation and report to Human Capital (HC) Office within 3 working days.

Once the investigation has been confirmed as clear violation and accepted and signed by employee who violated, responsible supervisor is to further discuss with Human Capital for suitable disciplinary action
Scenario 2:
Human Capital, in cooperation with associated department will set up ad hoc committee, responsible for investigation consisting of at least 3 representatives from Human Capital, associated Department, and another department.

The investigation must be concluded within 7 working days

The committee will conclude investigation and present suitable disciplinary actions to management for consideration. In the case that may involve employment termination, representative of management committee must be present.

Human Capital will compile final investigation report, to be signed off by authorized personnel.

Responsible supervisor will communicate final result to employee for acknowledgement.
1. Scope of Complaints
  • Complaints must be within the scope of opinion, conflict or dispute related to process or way of work, entitled benefits or working conditions, behavior, and fairness.
  • Requests for promotion, re-location, or employment termination will not be considered.
  • Complaints must be related to professional issues, not personal; unless specific personal issue is directly related or involved with work.
2. Process for Complaints Filing
  • Complaints must be filed within 15 days
  • Complaints are to be made for oneself, not anyone else and cannot assign others to do on one’s behalf.
  • Complaints filing must be made in written with following components
    1. Causes
    2. Objectives
    3. Name, last name, signature, and position of the complainant
  • Complaints can be made directly with department supervisors, or to Human Capital Directors
3. Investigation
Upon receiving complaints from employee, supervisor handling the case must communicate and explain results to complainants in verbal or document. Verbal communication must be documented and signed as acknowledgment from complainants.
4. Appeal and Complaints Settlement Process
Complainants have the right to appeal rights to supervisor of higher authority within 15 days of receiving results

Human Capital, in cooperation with associated department will set up ad hoc committee responsible for investigation consisting of at least 3 representatives from Human Capital, associated Department, and supervisor from another Department.

The Committee will investigate and conclude appeal within 30 days

Human Capital Director communicates appeal results to complainant, any verbal communication must be documented and signed as acknowledgment from complainants.

Complainants have the right to appeal and can file appeal directly to management committee by official document within 15 days of receiving results

Results from Management Committee are considered final.
5. Whistleblowing
  • Complaints will be justified with fairness.
  • Complainants will not be defamed, re-assigned or subjected to any punishment.
  • Employee who serves as witness in the investigation will be protected and not be defamed, re-assigned or subjected to any punishment.
Communication Channels for Code of Conducts
Group 1 – Communication Channels for Employee Relations and Complaints Handling
There are 3 groups for communication
Channels Main Scope Owner
1. Red Box (located at each site to receive complaints or suggestions from employee) Opinion, conflict or dispute related to process or way of work, entitled benefits or working conditions, behavior, and fairness. Employee Wellness Management Department
2. Directly to Supervisors Supervisor
3. Directly to Human Capital HC
4. Promoted One-on-One Session between supervisor and employee Employee relations, opinion, complaints, etc Supervisor
5. Email : Wellness@thaibev.com Bribery and Corruption, Frauds, Conflict of Interest, etc. CEO Office
6. Others
  • Exit Interview (HC)
  • HC Call Center (TBL)
  • Post Box (Cash Van)
 Employee relations, well being, suggestion, etc Employee Wellness
Management Department
Group 2 – Communication Channels for Customers and Consumers
Group 3 – Communication Channels for Suppliers and Business Partners
Employee Performance Review SOP
Employee remuneration and performance appraisal systems integrates compliance/codes of conduct, which can be seen in the link:
  • Translation of Employee Performance Review SOP clauses 10 and 11. (PDF page 5-6)
  • Clause 10: The Effects of Disciplinary Actions on Performance Evaluation Score (PDF page 5)
  • 10.1 The Company shall apply disciplinary statistics (late, absence, excess leave days, etc.) and breaches in Code of Conduct to deduct the overall score as detailed in the table in the document.
  • 10.2 The statistics and breaches to be applied for consideration will be on a fiscal year basis only.
  • Clause 11: Performance Level and Its Implications (PDF page 6)
  • The overall score (after applying disciplinary and breaches deduction according to Clause 10) shall be translated into a 5-point scale, from 5 - Greatly exceeding expectations to 1 - Significantly below expectations. 
Employee Rule Book
In the Employee Rule Book, disciplinary actions are stated and incorporated in case of breach, which can be seen in the link:
Translation for Employee Rule Book Section 6: Disciplinary Actions and Punishment (PDF page 10-14) on clauses that are related to Code of Conduct

Section 6 Clause 1: Employee's Responsibility (PDF Page 10-11)
  • 1.2 Employee shall follow work responsibility or duty given, rightly by the law and authority, by supervisor and the Company and must strictly follows the Company's rules and procedures. 
  • 1.5 Employee shall not neglect their duty and responsibilities
  • 1.10 Employee shall follow any work safety instructions enforced by supervisors and the Company
  • 1.13 Employee shall not use any foul or aggressive language, insult, or discriminate against other individuals
  • 1.14 Employee shall not threaten or perform any violence act against other individuals, including supporting or conspire of such acts.
  • 1.21 Employee shall not reveal sensitive or confidential information of the Company to any individuals.
  • 1.24 Employee shall not perform any acts deemed as corruption related to work or causing damage to the Company
Section 6 Clause 2: Serious Breaches or Violation (PDF Page 12)
Employee who performed serious breaches or violation may be subjected to employment termination.
  • 2.4 Fraud, forgery of false documents, unauthorized editing or disposal of official documents that may damage company or any individuals.
  • 2.5 Abuse of own, or other's, power for own, or other individuals', benefits
  • 2.7 Breach of company's confidentiality leading to substantial damage
  • 2.10 Physical abuse which causes injury to other party (who needs medical attention)
  • 2.11 Any actions stated by Section 6 Clause 4.2
Section 6 Clause 3: Disciplinary Actions (PDF Page 12)
Employees must strictly follow the Company's rules, procedures, and Code of Conduct. Any employee who fails to follow any of the aforementioned are considered breaching and shall be subjected to the following actions:
  • 3.1 Written official warning
  • 3.2 Employment termination
Section 6 Clause 4: Punishments (PDF Page 12-13)
  • 4.1 Appropriate disciplinary actions will be taken by consideration of the following;
    • 4.1.1 Intention
    • 4.1.2 Seriousness of committed breach, or damage caused
    • 4.1.3 Repeated breaches of the same type
    • 4.2 Employment termination will be considered if the employee are guilty of;
    • 4.2.1 Corruption
    • 4.2.2 Intentionally committed crime against the Company
    • 4.2.3 Perform work with carelessness resulting in substantial damage to the Company
    • 4.2.4 Repeatedly breach the rules, procedures, and Code of Conduct
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. Ms. Potjanee Thanavaranit
3. Clinical Prof. Emeritus Piyasakol Sakolsatayadorn, M.D.
4. Mr. Timothy Chia Chee Ming
5. Prof. Khemchai Chutiwongse
6. Dr. Chatri Banchuin
7. Assoc. Prof. Dr. Kritika Kongsompong
8. Mr. Wee Joo Yeow
9. Dr. Pasu Loharjun
10. Mrs. Busaya Mathelin
11. Mr. Vivat Tejapaibul -
12. Mr. Panote Sirivadhanabhakdi - -
13. Mr. Thapana Sirivadhanabhakdi - -
14. Mr. Ueychai Tantha-Obhas - -
15. Mr. Sithichai Chaikriangkrai - -
16. Dr. Pisanu Vichiensanth - -
Number of Board meeting attendance in percentage for the year ended 30 September 2023
  Name Number of Attendances / Total Number of Meetings is 5
1 Mr. Charoen Sirivadhanabhakdi 5/5
2 Khunying Wanna Sirivadhanabhakdi 5/5
3 Ms. Potjanee Thanavaranit 5/5
4 Clinical Prof. Emeritus Piyasakol Sakolsatayadorn, M.D. (2) 4/4
5 Mr. Timothy Chia Chee Ming 5/5
6 Prof. Khemchai Chutiwongse 5/5
7 Dr. Chatri Banchuin 5/5
8 Assoc. Prof. Dr. Kritika Kongsompong 5/5
9 Mr. Wee Joo Yeow 5/5
10 Mrs. Busaya Mathelin 5/5
11 Dr. Pasu Loharjun 5/5
12 Mr. Vivat Tejapaibul 5/5
13 Mr. Panote Sirivadhanabhakdi 5/5
14 Mr. Thapana Sirivadhanabhakdi 5/5
15 Mr. Ueychai Tantha-Obhas 5/5
16 Mr. Sithichai Chaikriangkrai 5/5
17 Dr. Pisanu Vichiensanth 5/5
Directors who resigned during the year
18 Mr. Prasit Kovilaikool (1) 1/1
Average % = 100.00%
Minimum of attendance required, at least (in %) 80.00%
Remarks:
(1) Mr. Prasit Kovilaikool ceased to be an Independent Director, resulting in his cessation as the AC Chairman, the NC Chairman, the RC Chairman and the SRMC Chairman on 26 November 2021.

(2) Clinical Prof. Emeritus Piyasakol Sakolsatayadorn, M.D. was appointed as an Independent Director, an AC Member, the NC Chairman and the RC Chairman on 26 November 2021.
Board Mandates
List of other mandates of the Board as of as of 30 June 2023
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. 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)
3. 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 2023) (4 or less) (excl. private limited companies, education institutes, and non-profit organization)
4. 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)
5.  Prof. Khemchai Chutiwongse Independent Director and Audit Committee Member -
6. Dr. Chatri Banchuin Independent Director -
7. Assoc. Prof. Dr. Kritika Kongsompong Independent Director -
8. Mr. Wee Joo Yeow Independent Director
  • Oversea-Chinese Banking Corporation Limited (Listed on SGX)
  • Great Eastern Holdings Limited (Listed on SGX)
  • Frasers Property Limited (Listed on SGX)
9. Dr. Pasu Loharjun Independent Director
  • Allianz Ayudhya Capital Public Company Limited (Listed on SET)
  • Electricity Generating Public Company Limited (Listed on SET)
10. Mrs. Busaya Mathelin Independent Director
  • Frasers Property (Thailand) Public Company Limited (Listed on SET)
11.  Mr. Vivat Tejapaibul Director -
12.  Mr. Panote Sirivadhanabhakdi Director
  • Frasers Property (Thailand) Public Company Limited (Listed on SET)
  • Golden Land Property Development 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 2023) (4 or less) (excl. private limited companies, education institutes, and non-profit organization)
13.  Mr. Thapana Sirivadhanabhakdi President and CEO
  • Univentures Public Company Limited (Listed on SET)
  • Sermsuk Public Company Limited (Listed on SET)
  • Amarin Corporations Public Company Limited (Listed on SET)
    • (Formerly name as Amarin Printing and Publishing Public Company Limited)
  • 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)
  • Frasers Property Limited (Listed on SGX)
14.  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)
15.  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)
16.  Dr. Pisanu Vichiensanth Director and Senior Executive Vice President
  • Oishi Group Public Company Limited (Listed in SET)
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. In 2022, 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 Ms. Potjanee Thanavaranit Independent Director and Audit Committee Member 31-Jan-2018 5.4
3 Clinical Prof. Emeritus Piyasakol Sakolsatayadorn , M.D. Independent Director and Audit Committee Member 26-Nov-2021 1.6
4 Mr. Timothy Chia Chee Ming Independent Director and Audit Committee Member 31-Jan-2020 3.4
5 Prof. Khemchai Chutiwongse(1) Independent Director and Audit Committee Member 29-Jan-2021 2.4
6 Dr. Chatri Banchuin Independent Director 31-Jan-2018 5.4
7 Assoc. Prof. Dr. Kritika Kongsompong Independent Director 31-Jan-2018 5.4
8 Mr. Wee Joo Yeow(2) Independent Director 29-Jan-2021 2.4
9 Dr. Pasu Loharjun(3) Independent Director 29-Jan-2021 2.4
10 Ms. Busaya Mathelin(4) Independent Director 29-Jan-2021 2.4
11 Mr. Vivat Tejapaibul Director 26-Oct-2003 19.7
12 Mr. Panote Sirivadhanabhakdi Director 27-Feb-2007 16.3
13 Mr. Thapana Sirivadhanabhakdi President and CEO 26-Oct-2003 19.7
14 Mr. Ueychai Tantha-Obhas Director and Senior Executive Vice President 08-Jul-2005 18
15 Mr. Sithichai Chaikriangkrai Director and Senior Executive Vice President 26-Oct-2003 19.7
16 Dr. Pisanu Vichiensanth Director and Senior Executive Vice President 26-Oct-2003 19.7
Average tenure of board members (in years) = 9.63
(as of 30 June 2023)
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

(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
  • 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: Executive Vice Chairman, Univentures Public Company Limited
  • 2016 - Present: Group Chief Executive Officer, Frasers Property Limited
  • 2012 - Present: Vice Chairman and Executive Chairman, Golden Land Property and Development Public Company Limited
  • 2007 - 2020: Executive Chairman, Univentures Public Company 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
  • Net zero emission by 2040 (scope 1 and scope 2)
  • 100% water replenish by 2040 (water used in finished goods)
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 41.99 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 2022 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 extended PASSION 2025 goals. The goal evaluation time is updated and extended from Covid-19 impact. Therefore, the longest performance period for the 2022 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 5 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 2022 as percentage of total bonus for the Group CEO is 20% and 18% for Product Group CEOs.

The minimum requirement to build up shareholding value for the position of Group CEO were considered and determined to be at least 15 times of annual base salary (share ownership). As he currently holds 107 million shares since the incorporation of the company or 41.99 times his current annual salary base, it is considered that such target has been well achieved. According to the figure as of end of fiscal year 2022.

Additional guideline has been put in place to strengthen the alignment through shareholding of executives who are members of the Executive Committee. A target has been set for members of Executive Committee who are eligible to participate in the Long-Term Incentive Plan to build up shareholding value to at least 5 times of annual base salary (share ownership).

ThaiBev conducts our business on a global scale while operating our business with significant insourcing of activities. Accordingly, the Group CEO’s compensation is based on international standard and influenced by the global scale of our business, while the mean of all employee compensation, THB413,008, is influenced by the minimum wage of the country, we operate in.

Also, for the purpose of understanding the pay multiples of the Group CEO, and our staff, ThaiBev has been analyzed for three relevant groups namely all employee, all white-collar employee, and all management-level employee.

The pay ratios for the 3 groups are as follow:
  • The ratio between average of Group CEO and mean of all employee: 269.26
  • The ratio between average of Group CEO and mean of all white-collar employee: 172.38
  • The ratio between average of Group CEO and mean of all management-level employee: 72.94
Management Ownership
Group CEO
Mr. Thapana Sirivadhanabhakdi
No. of issued & sold shares in THBEV = 25,120,887,820 shares
Holds share in THBEV = 107,000,000 shares
total amount of shares in Baht 1,540,800,000
% 0.43%
Remuneration of CEO (as disclosed in Annual Report 2022, page 175)
SGD 1,528,890
Baht 36,693,360
Closing price of THBEV shares @30/9/2022
SGD 0.600
Baht 14.4000
Exchange rate @30/9/2022
SGD 1 = Baht 24
Share value held to annual base salary (times) 41.99
Senior Exceutive Vice President
  Mr. Ueychai Tantha-Obhas Mr. Sithichai Chaikriangkrai Dr. Pisanu Vichiensanth
No. of issued & sold shares in THBEV (shares) 25,120,887,820 25,120,887,820 25,120,887,820
Holds share in THBEV (shares) 1,552,188 382,189 382,188
total amount of shares in Baht 20,093,587 3,245,602 3,245,587
% 0.0056% 0.0009% 0.0009%
Average remuneration
(remuneration band "F" refers to remuneration between SGD 1,250,000 and SGD 1,499,999 or equivalent)
Calculation : mean = (1,250,000 + 1,499,999) / 2
SGD 797,500 797,500 811,250
Baht 19,140,000 19,140,000 19,470,000
Closing price of THBEV shares @30/9/2022
SGD 0.6 0.6 0.6
Baht 14.4000 14.4000 14.4000
Exchange rate @30/9/2022 (CG Report in 2022AR : SGD 1 = Baht 24)
SGD 1 = Baht 24 24 24
Share value held to annual base salary (times) 1.17 0.29 0.28
Average 0.58

More Information about
Corporate Governance and Business Ethics
in Sustainability Report 2022


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