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063Contents
Financial Highlight 064
Message from the Chairman 067
Nature of Business 068
Audit Committee’s Report 072
Board of Director’s Report 073
Report of the Independent Certified Public Accountants 073
Financial Statements 074
Connected Transactions 093
Economic Situation and Competition 094
Major Events 094
Analysis of Operating Performance and Financial Status 095
Risk Factors 097
Shareholder Structure 098
S&P Group Structure 098
S&P Subsidiaries and affiliates 099
Management Structure 0100
Corporate Governance 0113
General Corporate Information and Other References 0119
064 Financial Highlight
2008 2007 2006 2005 2004
Income Statement
(Unit : Thousand Baht)
Sales and services income 4,378,166 4,013,841 3,727,256 3,361,307 2,994,692
Total income 4,437,342 4,076,775 3,799,995 3,415,112 3,043,805
(Unit : Thousand Baht)
Current assets 1,212,736 1,100,004 1,001,717 777,585 586,254
Current Liabilities 554,272 554,852 504,988 509,960 444,396
Fixed assets 1,021,325 1,137,998 1,090,448 1,022,587 884,830
Total assets 2,521,823 2,517,514 2,398,461 2,084,535 1,748,889
Total Liabilities 555,931 556,829 507,309 511,853 444,396
Shareholders’ equity 1,965,891 1,960,685 1,891,153 1,572,682 1,304,493
Paid-up capital 523,431 523,431 502,303 434,769 374,271
Retained earnings 647,258 652,310 652,423 604,269 551,398
Financial ratio (%)
Liqiudity (Times) 2.2 2.0 2.0 1.5 1.3
(on sales and service income) 42.5% 42.3% 43.1% 42.5% 42.0%
Return on equity 11.5% 9.4% 13.1% 14.2% 14.5%
Return on assets 8.9% 7.4% 10.1% 10.6% 10.9%
Debt to equity ratio (Times) 0.28 0.28 0.27 0.33 0.34
Per share data (Baht)
Book value per share 18.78 18.73 18.82 18.09 17.43
Earnings per share 2.15 1.75 2.58 2.68 2.53
Dividend per share 2.15 1.50 2.00 2.10 2.00
Dividend payout ratio (%) 100% 86% 86% 87% 81%
Share capital
Par value (Baht per share) 5 5 5 5 5
Registered share
(unit : Thousand shares) 104,686 105,000 105,000 105,000 105,000
Paid-up share
(unit : Thousand shares) 104,686 104,686 100,461 86,954 74,854
Weighted average shares
(unit : Thousand shares) 104,686 103,633 87,825 75,941 72,304
065
Domestic restaurant and bakery shop 75.7%
Bakery 43.6%
Total Income
Others 0.1%Oversea restaurant 15.2%
Frozen food and bakery trading 9.0%
Frozen food 8.5%
Oversearestaurant 15.2%
Domestic food and beverage 30.1%
Other products 2.6%
Million Baht Million Baht
Million Baht Baht/share
Year Year
Year Year
326
416 421
473 482
066
1. Mrs. Patara Sila-On Chairman
2. Lt. Varakorn Raiva Vice Chairman
3. Mr. Pravesvudhi Raiva President
4. Mr. Kachorndej Raiva Director
5. Mr. Pote Videtyontrakich Director
7. Mrs. Pratana Mongkolkul Director
8. Mr. Vitoon Sila-On Director
9. Ms. Cattleya Saengsastra Independent Director Chairman of the Audit Committee
10. Ms. Sophavadee Uttamobol Independent Director Audit Committee
11. Mr. Dusit Nontanakorn Independent Director Audit Committee
12. Mrs. Kessuda Raiva Director Company Secretary
Organization Chart
Audit Commitee
Management Team
Corporate Support
Finance and Accounting
Human Resources
IT and system support
Business Development
Company Secretariat
Operation : S&P
Operation : Speciality
Trade
Product and Marketing
Manufacturing
Bakery
Food
Research & Development
Ventures
Exec. ManagementCommitee
President
Executive Vice President
Domestic
International
Management Team
1. Mr. Pravesvudhi Raiva President
2. Mrs. Kessuda Raiva President for S& P Global Co.,Ltd. Executive Vice President for S&P Syndicate Plc.
3. Mr. Vitoon Sila-On Executive Director Senior Vice President – Domestic Operations
4. Mrs. Chandnibha Suriyong Senior Vice President Operations S&P Global Co.,Ltd.
Operations Department
6. Mr. Somyos Songkrod Senior Vice President- Manufacturing
7. Mr. Somjit Kititeerakul Vice President for Bakery
8. Mr. Chongchana Chantamas Vice President for Food Operations
9. Mrs. Phailin Nimityongsakul Vice President for Research and Development
10. Mrs. Rungthong Ramon Oms Senior Vice President Corporate Strategy Vice President for Accounting and Finance
12. Mrs. Wanphen Thongsri Vice President- Procurement
067
Message from the Chairman
The Company has added 43 S&P restaurants and bakery shops, focusing on provincial branches in all
in last December and received good response from customers. The Number 1344 Delivery service has
including cumulative points to be exchanged for gift vouchers. The Company has also organized various promotional activities to offer many specialties to its customers, such as, the quarterly Top
and it has received a very good response. Therefore, an expansion has been made to include other
The Company has attached importance to the maintenance and development of the level of quality and safety standards of its foods continuously at all of its restaurants and factories. In 2008, the
Shop branches, from the Thai Industrial Standards Institute, Ministry of Industry. In addition, the
international level, that is, food safety (Codex Food Hygiene), including Good Manufacturing Practice
sector comprising the Food and Drug Administration, Ministry of Public Health, the Department of Agriculture and the Department of Fisheries, Ministry of Agriculture and Cooperatives; a testing standard under ISO/IEC 17025 : 2005 from the Bureau of Laboratory Quality Standards (BLQS), Department of Medical Sciences, Ministry of Public Health; food quality and safety management standards under ISO 9001 : 2000 – Quality Management System and ISO 22000 : 2005 – Food Safety Management System, including British Retail Consortium (BRC) and International Food Safety (IFS) for the group of foods produced for export.
The Company attaches importance to society and the environment. It has helped campaign for global
Ancient City, and provided products and funds as relief and support to charitable organizations,
immediately. Moreover, the Company has opened a meditation course at Ban Raiva, Amphoe Sri Racha,
for its betterment.
Patara Sila-OnChairman
068 Nature of BusinessCompany Background & Milestones
S&P Syndicate Public Company Limited was established in 1973 as S&P Co.,Ltd., selling food, ice
bakery business, creating highly popular made-to-order cakes and cakes with cartoon designs. Gaining
Vanilla, Simply Thai and Golden Dragon Mooncakes.
to be small, the Group has foreseen a great potential in the near future and has consistently
Group has always been dedicated to a strong tradition of care to share the best to its customers.
Overview of S&P Group and its subsidiaries
S&P Syndicate Public Co.,Ltd. and its group companies operate restaurants, bakery shops, and coffee
1. Domestic restaurants and bakery shops
Operator % owned by # ofS&P Branches
Patara S&P 1Grand Seaside S&P 1
Total S&P 294
069S&P Restaurant & Bakery : Simply Delicious
S&P Bakery Shop & Corner : Fresh Baked Everyday
Vanilla Group
(1) Vanilla Industry : Tea, Cake, D.I.Y bakery, and Cooking Workshop Modern restaurants designed for the young, trendy generation, with a harmonious blend of
the restaurants offer a culinary course to interested customers who may like to cook at home.
(2) Vanilla Restaurant : Breakfast, Lunch, Afternoon Tea, and Dinner
Vanilla Brasserie :
(4) Vanilla Café : Japanese Style Cafe
upper-class customers.
(5) Royal Vanilla : Tearoom-Dimsum
Simulate the atmosphere of old Chinese restaurants, decorated with simple furniture in the
Sauce : rt literature cookbook
cookbooks.
Patio : Joy of eating
Patara : Fine Thai Cuisine
restaurant for business dining or special gathering.
Grand Seaside : Great Food…Good View
Pizzanotti : Thin Crust Italian Pizza for Delivery
Haagen Dazs Cafe : Super Premium Ice Cream
070 Bluecup Coffee & Tea : Making Coffee Fun
2. International Restaurants
England Switzerland Singapore Taiwan The Philippines Total
* operated by a franchisee
Patara : Fine Thai Cuisine
THAI : Contemporary Cuisine
customers.
Patio : Joy of eating
cities.
4 in Taiwan and 1 franchise in Philippines
Siam Kitchen : Authentic Thai Restaurant
community.
Bangkok Jam : Thai and Pan-Asian cuisine
for young generations.
1 in Singapore
Bakery Products
S&P Cake and Bakery Products : We’re the leader
consumers.
071Delio : Cookies for discerning consumers
at S&P outlets, hypermarkets and supermarkets.
Moon Cake : Drink tea, taste our Moon Cake, feel the moonlight
S&P Group has long been a leader in the Moon Cake market. S&P and Golden Dragon Moon Cakes not
SimplyThai : Thai sweet delicacies
Food Products
Frozen Food (Quick Meal) : Delicious, every time, everyplace
Meal make your meals great dishes.
S&P Sausage :
customers. S&P Sausages are distributed through modern trade channels nationwide. With our
brands.
Jelio : Jelly for everyone in family
Royallee
include yeast, food coloring, custard powder, icing sugar, etc.
4. Other Services
Delivery : 1344 Delivery
Caterman : Leave the details to us
Foodhouse Catering : Institutional Catering
food hygiene.
072 AUDIT COMMITTEE’S REPORT
Approval of the 2008 Annual and Quarterly Financial Statements of the Company and the Consolidated
complied with generally accepted accounting standards and that information had been disclosed in
recommendation on the internal control system was considered and a guideline for solution was
in conformity with generally accepted accounting standards.
Examination of Risk Management
of the accounting and performance processes of the Company and by following up the result after the
guideline for laying down audit plans.
Examination of Internal Control Assessment
Examination of Interrelated Transactions and Compliance with the Lawinterrelated transactions and compliance with the law so as to be assured that the Company had followed an ordinary course of business and that transactions that had occurred were necessary and
Proposal for the Auditor Appointment
Co., Ltd. be reappointed as the auditor.
Cattleya Saengsastra
073
REPORT OF THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTSTO THE SHAREHOLDERS AND THE BOARD OF DIRECTORSS&P SYNDICATE PUBLIC COMPANY LIMITED
subsidiaries and the separate balance sheets of S&P Syndicate Public Company Limited as at December
responsibility of the Company’s management as to their correctness and completeness of the presentation.
We conducted our audits in accordance with generally accepted auditing standards. Those standards
our opinion.
accepted accounting principles.
Permsak Wongpatcharapakorn
REPORT ON THE BOARD OF DIRECTORS’ RESPONSIBILITY FOR THE PREPARATION OFFINANCIAL STATEMENTS
accounting policies which are constantly applied and conform to generally accepted accounting
074 S&P SYNDICATE PUBLIC COMPANY LIMITED AND SUBSIDIARIESBALANCE SHEETS
Baht
Notes Consolidated SeparateFinancial Statements Financial Statements
ASSETSCURRENT ASSETS
-Short-term loans to related parties -
NON-CURRENT ASSETS
--
LIABILITIES AND SHAREHOLDERS’ EQUITY
Short-term loans from related companies -
TOTAL LIABILITIES AND
075S&P SYNDICATE PUBLIC COMPANY LIMITED AND SUBSIDIARIESSTATEMENTS OF INCOME
Baht
Notes Consolidated SeparateFinancial Statements Financial Statements
ATTRIBUTABLE TO :
WEIGHTED AVERAGE NUMBER
076
S&P SYNDICATE PUBLIC COMPANY LIMITED AND SUBSIDIARIES
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
CONSOLIDATED
Baht
Note
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077
S&P SYNDICATE PUBLIC COMPANY LIMITED AND SUBSIDIARIES
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
SEPARATE FINANCIAL STATEMENTS
Baht
Notes
Issued and
Premium on
Unrealized
Retained earnings
Total
paid-up
common shares
(loss) gain on
Appropriated
Unappropriated
share capital
revaluation
for legal reserve
of investments
078 S&P SYNDICATE PUBLIC COMPANY LIMITED AND SUBSIDIARIESSTATEMENTS OF CASH FLOWS
Baht
Consolidated SeparateFinancial Statements Financial Statements
CASH FLOWS FROM INVESTING ACTIVITIES
to related companies
CASH FLOWS FROM FINANCING ACTIVITIES
079S&P SYNDICATE PUBLIC COMPANY LIMITED AND SUBSIDIARIESNOTES TO FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
1. GENERAL INFORMATION
On October 14, 1973, S&P Syndicate Public Company Limited was incorporated under the Civil andCommercial Code of Thailand. Subsequently in May 1989, the Stock Exchange of Thailand registeredthe Company’s common shares as a listed security and the Company was transformed to Public Company
Sukhumvit Road, Klongtonnua, Vadhana, Bangkok 10110.
S&P Syndicate Public Company Limited is the parent company within the group of companies. Thecore business is the operation of a nationwide and international chain of restaurants and bakery
business such as outside catering.
2. BASIS OF FINANCIAL STATEMENT PREPARATION AND PRINCIPLES OF CONSOLIDATION
statements in Thai language in conformity with accounting standards and practices generallyaccepted in Thailand.
Accounting standards announced but not effective
that were announced in the Royal Gazette, but were not in effect in 2008 :
These accounting standards will supersede previously issued accounting standards when theybecome effective. The Company has assessed the impact of these accounting standards, when
disclosed in the accounting policies below.
2.2 Principles of consolidation
are detailed as follows:
Business type Country of Percentage of holdingsregistration as at December 31,
2008 2007
Subsidiaries
a subsidiary, has a resolution to dissolve the company and registered the dissolutionwith the Registrar of Partnerships and Companies of the Ministry of Commerce in February2008.
080 statements of overseas subsidiary companies, in which S&P Global Company Limited has ashareholding, as the Company has been given authority to provide technical assistance to,and management of Thai food restaurants owned by these companies under agreement asfollows:
Business type Country of Percentage of holdingsregistration as at December 31,
2008 2007
Held by S&P Global Company Limited
Held by Theme Foods (Pte) Limited, Singapore
dissolution.
2008 and 2007, the carrying value of such investment is nil.
Company’s name CONSOLIDATED FINANCIAL STATEMENTS
percentage recorded by the percentage of as percentage
assets as at percentage of for the years for the yearsnet assets as at ended ended
December 31, December 31, December 31, December 31,2008 2007 2008 2007 2008 2007 2008 2007
Held by S&P Syndicate Public Company LimitedSubsidiaries :
associated companies of S&P global
Associates :
Held by S&P Global Company LimitedSubsidiaries :
Associates :
0813. SIGNIFICANT ACCOUNTING POLICIES
3.1 Cash and cash equivalents Cash and cash equivalents consist of cash in hand, deposits at bank and all types of deposits
bank used as collateral.
3.2 Current investments
security due within 12 months and without obligation.
the sales of trading securities and unrealized gain and loss on the changes in fair valueare recognized in statements of income.
3.3 Inventories
realizable value. The cost of inventories of the Company and its three subsidiaries arestated using the weighted average cost method and of the other three subsidiaries are stated
3.4 Investments in subsidiary and associated companies
charged to the statement of income.
3.5 Property plant and equipment Land of the Company is stated at cost. Plant and equipment of the Company and its subsidiaries
are stated at cost, net of accumulated depreciation.
Plant and equipment depreciation of the Company and domestic subsidiary companies are computed
Building and improvements 20 years Factory building 20 years
8 years
and the diminishing balance methods over the estimated useful lives of the assets of 4years.
3.6 Intangible assets a. Computer software development costs are stated at cost, net of accumulated amortization.
Computer software development costs amortization are being amortized to expenses, within
b. Leaseholds of the Company are stated at cost, net of accumulated amortization. Leaseholds
amortization is being amortized over the lease period.
3.7 Lease
Operating lease Lease in which substantially all the risks and rewards of ownership of assets remain with
the lessor is accounted for as operating lease. Rentals applicable to such operating leasesare charged to the statement of income over the lease term.
Financial lease Lease in which substantially all the risks and rewards of ownership other than legal title
value of the leased assets is recorded together with the obligation. The leased assets are
082 3.8 Provident fund The contribution paid by the Company for the employees is recognized as an expense when the
transactions occurred.
3.9 Foreign currency accounts Transactions in foreign currencies occurring during the year are converted into Baht at the
rates prevailing on the transaction date. Monetary assets and liabilities in foreign currenciesat the end of the year are translated into Baht at the rates prevailing on that date asdetermined by the Bank of Thailand. Gains or losses on translation are included in thestatement of income.
a. Assets and liabilities are converted at the rate prevailing at the end of year. b. Shareholders’ equity is converted at the rates prevailing on the transaction dates. c. Revenues and expenses are converted at the average rate for the year.
equity.
and, upon elimination, at the rates prevailing on the consolidation date.
3.10 Recognition of revenues and expenses
of ownership have been transferred to the buyer.
Other revenues and expenses are recognized on the accrual basis.
3.11 Income tax
and recorded as expense for the year.
practice of the countries where the business was performed.
3.12 Earnings per share
average number of ordinary shares outstanding during the year.
uncertainty
principles also requires the Company’s management to exercise judgments in order to determinethe accounting policies, estimates and assumptions that affect the reported amounts of assetsand liabilities, the disclosure of contingent assets and liabilities at the date of the
period. Although these estimates are based on management’s reasonable consideration ofcurrent events, actual results may differ from these estimates. Accounting estimates are asfollows:
3.13.1 Allowance for doubtful accounts Allowance for doubtful accounts is provided at the estimated collecting loses on
receivable. Such estimated based on the Company’s collection experience and a reviewof the current status of each receivable.
The estimated useful lives and depreciation method of premises and equipment and
establish an allowance for impairment in the statement of income.
necessarily required in estimation of fair value. Accordingly, the estimates presentedherein are not necessarily indicative of the amount that could be realized in acurrent market exchange.
material effect on the estimated fair value.
0834. SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION
Consolidated SeparateFinancial Statements Financial Statements2008 2007 2008 2007Baht Baht Baht Baht
Liabilities incurred from acquisition of
AddLess
Exchange differences on transition
Liabilities incurred from acquisition of
4.2 Amounts of unutilized loan facilities are as follows:
In Million In Million In MillionBaht Pound Sterling US Dollars
2008 2007 2008 2007 2008 2007
5. CURRENT INVESTMENTS
Thousand Baht
Consolidated SeparateFinancial Statements Financial Statements 2008 2007 2008 2007
6. TRADE ACCOUNTS RECEIVABLE - NET
as follows:
Thousand Baht
Consolidated SeparateFinancial Statements Financial Statements 2008 2007 2008 2007
Overdue
Less
084 7. INVENTORIES
Thousand Baht
Consolidated SeparateFinancial Statements Financial Statements2008 2007 2008 2007
Finished goods 78,799 43,748 78,799 43,748
8. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATED COMPANIES
In Thousand Baht
Type of Relationship Paid-up % At cost At equity Dividendbusiness capital Share holding method method
2008 2007 2008 2007 2008 2007 2008 2007
Shareholding held by S&P Syndicate Public Co., Ltd.Associates
Foodhouse Catering
Shareholding held by S&P Global Co., Ltd.Subsidiary
Bhd. Co., Ltd operationAssociates
SA Co., Ltd
Total 3,815 3,815 7,552 6,313
Total investments 57,810 52,813 54,305 53,805
2008 and 2007 consists of:
In Thousand Baht
Type of Relationship Paid-up % At cost Dividendbusiness capital Share holding
2008 2007 2008 2007 2008 2007 2008 2007
Shareholding held by S&P Syndicate Public Co., Ltd.
Subsidiaries :
Less Provision for impairment
2,000 7,000 Total investments in subsidiaries 42,999 49,998
Associates :
Service Co., Ltd.
Total investments in associated companies 53,995 48,998
a resolution to dissolve the Company and registered the dissolution with the Registrar of Partnerships andCompanies of the Ministry of Commerce in February 2008 and on February 27, 2008, the Company received Baht
preference shares of such company, held by third party, which have one vote for each share and are entitled
exchange, the Company considered no change in value of such investment as the Company still has the samevoting right and is entitled to receive the same amount of dividend when dividends are declared.
0859. PROPERTY, PLANT AND EQUIPMENT - NET
Thousand Baht
December 31, translation December 31,2007 of foreign 2008
statementsCost :
Accumulated depreciation :
Property plant and equipment-net 1,137,998 1,021,325
2008 240,938
Thousand Baht
Separated Financial Statements Balances Additions Disposals Transfers/ Balances
December 31, December 31,
2007 2008
Cost :
Accumulated depreciation :
Property, plant and equipment-net 1,002,032 928,114
2007 217,270
equipment which was fully depreciated but still in use of the Company and its subsidiaries,
086 10. INTANGIBLE ASSETS - NET
Thousand Baht
Consolidated Financial Statements Software Leasehold Goodwill Total TotalAs at December 31, 2008 development Goodwill Negative Goodwill
costs goodwill
Cost :
Exchange differences on translation of the
Accumulated Amortization :
Exchange differences on translation of the
Thousand Baht
Software Leasehold Goodwill Total TotalAs at December 31, 2007 development Goodwill Negative Goodwill
costs goodwill
Cost :
Exchange differences on translation of the
Accumulated Amortization :
Exchange differences on translation of the
Thousand Baht
Separate Financial Statements Software Leasehold TotalAs at December 31, 2008 development
costs
Cost :
Accumulated Amortization :
087Thousand Baht
Software Leasehold TotalAs at December 31, 2007 development
costs
Cost :
Accumulated Amortization :
11. OTHER non-current assets
Thousand Baht
Consolidated SeparateFinancial Statements Financial Statements
2008 2007 2008 2007
Other 183 370 181 389
12. WARRANTS TO PURCHASE COMMON SHARES
intended for such warrant exercise. The Company registered such capital increases with theMinistry of Commerce on April 18, 2007.
Ordinary Shareholders’ Meeting approved the registration for the decrease of the registered
registered such registered share capital decrease with the Ministry of Commerce on May 14, 2008.
13. TRANSACTIONS WITH RELATED COMPANIES
The Company has transactions with its subsidiaries, associated and other related companies.Certain portions of the Company’s assets, liabilities, sales, other income, costs of sales andselling and administrative expenses represent transactions occurred with its subsidiaries,associated and other related companies. These parties are related through common shareholders
in the normal course of business based on the market price in general or the price as stipulated
other transactions occurred with those parties are shown as follows:
follows:
088 Thousand Baht
Consolidated SeparateFinancial Statements Financial Statements
2008 2007 2008 2007
Subsidiaries :
Associates :
Rental income from buildings and equipment 983 444 983 444
Other Related Companies :
Rental income from buildings and equipment 2,712 2,712 2,712 2,712
price.
Thousand Baht
Consolidated SeparateFinancial Statements Financial Statements
2008 2007 2008 2007
Trade Accounts Receivable
Short-term Loans to Related CompaniesCash advances
Subsidiaries :
Associates :
Related company :
Investments in subsidiaries and associated companies
Trade Accounts Payable
Associates 3,008 4,284 3,008 4,284
Short-term loans from Related CompaniesCash advances
Subsidiaries :
Associates :
089In Thousand Baht
Associates Other related Totalcompanies
In Thousand Baht
Subsidiaries Associates Other related Totalcompanies
In Thousand Baht
Subsidiaries Associates Total
In Thousand Baht
Subsidiaries Associates Total
In Thousand Baht
Associates Total
In Thousand Baht
Associates Total
090In Thousand Baht
Subsidiaries Associates Total
In Thousand Baht
Subsidiaries Associates Total
14. LEGAL RESERVE
The legal reserve is an amount to be provided as a reserve fund as prescribed by law. The Company
ten percent of the registered capital. The legal reserve may not be used for dividendpayment.
15. NET INCOME OR EXPENSES BY NATURE FOR THE YEARS
In Thousand Baht
Consolidated Separate
2008 2007 2008 2007
16. APPROPRIATION OF EARNINGS AND DIVIDEND
approximately. The Company paid such dividend on September 12, 2008.
On April 30, 2008, the Company’s Ordinary Shareholders’ Meeting unanimously approved a dividend
of legal reserve amounting to Baht 2.11 million approximately.
approximately. The Company paid such dividend on September 14, 2007.
On April 19, 2007, the Company’s Ordinary Shareholders’ Meeting unanimously approved a dividend
17. PROVIDENT FUND
The fund receives voluntary contributions from employees. Under the fund’s regulations, the
service as prescribed by the regulations of the fund.
091contributions to provident fund which were recorded as expenses in the consolidated statements
fund which were recorded as expenses in the separate statements of income were Baht 9.43 millionand Baht 8.94 million, respectively.
18. CAPITAL MANAGEMENT
The primary objectives of the Company’s and its subsidiaries’ capital management are to maintaintheir abilities to continue as a going concern and to maintain an appropriate capitalstructure.
adjusting the amount of dividend paid to shareholders, according to the prevailing situations.
19. DISCLOSURE OF FINANCIAL INSTRUMENTS
19.1 Accounting Policies
19.2 Credit Risk Credit risk refers to the risk that counterparty will default on its trading terms and
conditions resulting in collection to the Company and subsidiaries. Concentrations ofcredit risk are limited since the Company and subsidiaries have adopted the policy of
from defaults.
assets recorded in the balance sheet represent the Company’s maximum exposure to creditrisk.
adverse effect on the Company in the current reporting period and in future years. TheCompany does not expect to incur material incremental effect on its interest expenses
19.4 Foreign Exchange Risk Foreign exchange risk arises from the potential for a change in foreign exchange rate to
have an adverse effect on the Company and subsidiaries in the current reporting periodand in future years. The Company does not expect to incur material incremental effect on
carrying values approximate their fair values due to the relatively short period tomaturity.
20. SEGMENT INFORMATION
The Company and its subsidiaries have been engaged in the food and bakery business. All business
and its subsidiaries as follows:
Thousand Baht
092Thousand Baht
21. ASSETS USED AS COLLATERAL
Baht 1.94 million was used as collateral against letters of guarantee from a bank for electricity
22. OBLIGATIONS AND LETTER OF GUARANTEE
of guarantee liabilities as follows:
follows:
Within 2-5 Over TotalCurrencies 1 Year Years 5 Years
2008 2007 2008 2007 2008 2007 2008 2007
Million Pound
to hire and purchase of materials for the construction of a new factory and branches in the
23. RECLASSIFICATION
million, respectively, which were previously included in other current liabilities were
24. INCOME TAX
corporate income tax rate deduction effective on August 7, 2008, the corporate income tax for
which does not exceed Baht 300 million. This will remain in effect for three consecutive
25. APPROVAL OF THE FINANCIAL STATEMENTS
on February 11, 2009.
093Connected Transactions
Value of transactions
(1) Revenues Related parties Nature of transaction 2007 2008
Revenue of goods 0.37 0.32
Revenue from services 0.88 0.82
(2) Purchase of goods and services Related parties Nature of transactions 2007 2008
S.R. Estate Co., Ltd. Rental of premises 0.43 0.43
Outstanding transactions
(1) Accounts receivable Related parties Nature of transaction 2007 2008
The Minor Food Group Public Company Limited Purchase of goods 4.33 7.29
(2) Accounts payable Related parties Nature of transaction 2007 2008 S&P Asset Co.,Ltd. Rental of premises and equipment 0.09 0.09
094 Economic Situation and Competition
Rising GDP and an increasingly hectic lifestyle lead to a tendency for consumers to dine out and a rapidly growing restaurant business. Kasikorn Research Center estimated that the market size of the restaurant business in 2008 was Bt100bn1, representing an 8% growth since last year. Although the market
recession has made consumers become more frugal and cautious when purchasing merchandizes.
Although the competition has risen, the Group impressively recorded Bt1.32bn in domestic sales of food and beverages in 2008, representing 9% y-o-y growth that was higher than the industry average. One of major factors contributing to the Group’s success is the additional nine branches opened in the year. Other factors include the Company’s good management and its commitments to delivering
them with care, and consistently developed products and services to match the ever-changing demands
services.
increasingly accepted bakery products, especially cakes and cookies; resulting in a high growth potential. However, the intensity of the competition is just as high since new players can easily enter into the business from both domestic and international levels. Kasikorn Research Center estimated
year, the group opened 34 new bakery outlets and made Bt1.9bn in bakery sales, recording a 12% y-o-y growth. One of S&P Group’s competitive advantages in bakery products lies in their distinctive
Company has long earned trusts and royalties among consumers because “At S&P, we care to share the best”.
Major event in the year 2008
Singapore, and World level competition at Denmark.
and has awareness of consumers’ safety as a top priority. We stopped producing and distributing
producing and distributing those products again on October 22, 2008.
095Analysis of Operating Performance and Financial Status
Summary of operating results for the year 2008 compared to the year 2007
impact of low domestic spending, sluggish economy, political uncertainty, and oil price volatility.
million and other revenue of Baht 59 million. While sales and services revenue increased by 9.1%,
Sales and services revenue
9.1%.
Revenue breakdown by distribution channel (Unit : million Baht)
Distribution channel 2008 2007 Increase (decrease)
Amount % Amount % Amount %
Others* 4 0.1 3 0.1 1 33.3
* Rental revenue
Domestic restaurant and bakery shop
of “Care to Share the Best”.
Frozen food and bakery trading business
Oversea restaurant
sales revenue from oversea restaurant declined by Baht 29 million or 4.2% in this year.
Revenue breakdown by product type (Unit : million Baht)
Product 2008 2007 Increase (decrease)Amount % Amount % Amount %
Domestic food and beverage 1,322 30.1 1,209 30.1 113 9.3
Total 4,378 100.0 4,014 100.0 364 9.1
*** Consisted of outsourcing, consignment, other miscellaneous products and rental income.
096 the Domestic food and beverage sales portion was 30.1%. Regardless of the economic condition, the
bun and fresh baked products. We also introduced more set of choices for customers and focused on
customers.
Cost of sales and services
1
and a close watch on the changes of raw material price. Accordingly, the procurement could be made
Expenses
increased by 0.3% from previous year according to an assortment of marketing campaign, including
Net income
year to 25% are the major factors that boost-up the net income from Baht 181 million in the year
total revenue grew up from 4.5% to 5.1%.
year to 20.9% due to growth in net income.
At the end of year 2008, the Company’s total assets stood at Baht 2,522 million, slightly changes
of total assets respectively while current liabilities portion are only 22%. Accordingly, the Group
at strong level of 0.28 times.
Dividend
Dividend payment policy
the Company will take such action as prescribed by the public limited companies law and take into
economic outlook and business operating performance.
————————————————————1
097Risk Factors
Like other businesses, the Company is unavoidably bound with risks that emerge internally and
Risk associated with Economic Factors
beverage are basic necessities of life, and as a result, S&P Group has been impacted far less than
with promotional campaigns. S&P Group anticipates the situation will improve after the government’s stimulus packages take fully effects, leading to higher consumer spending in 2009.
Risk associated with restaurant branch expansion
environment such as department stores and discount stores.
diminished the risks through its long-lasting reputation amongst consumers and widespread acceptance
contracts and conditions.
Risk on production cost
According to high competition in restaurant and bakery business, rapid price adjustment could have
to lower selling and administrative cost than operating restaurant.
Risk on volatility of foreign exchange rate
However, in the economic view, the overseas operations were under natural hedge as its income and
investment and, therefore, remained in those countries without conversion. Accordingly, the foreign
Risk associated with Political Uncertainty
and dispersion of demonstrators by the government, airport seizure by government protestors, and the dissolving of political parties within the government coalitions. All of these uncertainties
Looking into the future, S&P Group anticipates intensifying competition and more demanding consumers.
been trusted by consumers and established itself as a leader of the food and beverage industry.
098 Shareholder Structure
value of 5 Baht each.
Group of Shareholders Number of Shares Percent
S&P Group Structure
S&P SyndicatePublic Co., Ltd.
S&P Global Co., Ltd.S&P Asset Co., Ltd HD Distributors S&P Pizzanotti
S&P RestaurantsLimited
Siam Kitchen Causeway
50.00% 50.00%
Co., Ltd
50.00%
45.00%
Services Co., Ltd.
80.00% 99.93% 50.00%
099No. of common shares (shares) %
Names / Location Type of business Total No. of shares HoldingShares held by S&P (%)
group
S&P Syndicate Public Company Limited Operate restaurant branches and bakery457-457/6 Sukhumvit 55, Klongtannua, outlets, produce cake, bread, bakery products,Vadhana, Bangkok Thai desserts, frozen foods and bakery,Tel : +66 (0) 2185 1313 provide delivery and catering services, investFax : +66 (0) 2185 1274 and manage the restaurant in overseas
S&P Global Company Limited Operate Thai restaurants in overseas, 500,000 400,000 80.00%457 Sukhumvit 55, Klongtannua, currently with 7 subsidiaries as followsVadhana, BangkokTel : +66 (0) 2185 1313Fax : +66 (0) 2185 1274
S&P Restaurant Company Limited Operate Thai restaurants under “Patara” 100,000 96,000 96.00%Room 12, The Darlington Hyde Park, brand in England, currently with 4 branches111-117 Sussex Gardens, London W2 2RUTel : (44)-207-706-7178Fax : (44)-207-706-7178
Patara (Geneva) SA Operate Thai restaurants under “Patara” 200 124 62.00%No.94, Rue des Eaux-Vives 1207, brand in Geneva, currently with 1 branchGeneva SwitzerlandTel : (4122) 735-0517Fax : (4122) 735-0538
Theme Foods Pte. Operate Thai restaurants under “Patara” 600,000 300,000 50.00%211 Henderson Road #05-03 brand in Singapore, currently with 2 branchesSingapore 159552Tel : (65) 6411-4990Fax : (65) 6411-4991
SK Catering Pte. Operate Thai restaurants in Singapore under 300,000 150,000 50.00%211 Henderson Road #05-03 Siam Kitchen brand, currently with 7 branches,Singapore 159552 and under “Bangkok Jam” brand, currentlyTel : (65) 6411-4990 with 1 branchFax : (65) 6411-4991
Patara Taiwan Company Limited Operate Thai restaurants under “Patara” 1,500,000 750,000 50.00%12 Alley 247, Sec.1 brand in Taiwan, cease its operation sinceTua Hua S. Road, Taipei, Taiwan October 2007
Patio International Company Limited Operate Thai restaurants under “Patio” brand 12,000,000 7,200,000 60.00%7F-3 No.28 Jen-Ai Road, in Taiwan, currently with 4 branchesSec.3, Taipei TaiwanTel : (8862) 2721-5998Fax : (8862) 2721-6008
Thai Development Ltd. Operate Thai restaurants under “THAI” brand 200 90 45.00%No.94, Rue des Eaux-Vives 1207, in Geneva, currently with 1 branchGeneva SwitzerlandTel : (4122) 735-0517Fax : (4122) 735-0538
S&P Asset Company Limited Conduct real estate development business 10,000 9,993 99.93%1/2 Soi Attakravi1, Sukhumvit 26 Rd, by renting spaces to restaurantsKlongtan Klongtoei, BangkokTel : +66 (0) 2185-1313Fax : +66 (0) 2185-1290
HD Distributors (Thailand) Company Limited Sole importer and distributor of 20,000 95,996 47.00%65 Buliding 42 Tower 23 Flr., Room 2301 Haagen-Dazs ice creamSoi Sukhumvit 42 (Klouinumthai)Sukhumvit Rd, Prakanong Klongtoei, BangkokTel : +66 (0) 2713-6211-8Fax : +66 (0) 2713-6219
S&P Pizzanotti (Thailand) Limited Operate pizza delivery and Italian food 200,000 100,000 50.00%457-457/6 Sukhumvit 55, Klongtannua, restaurantVadhana, BangkokTel : +66 (0) 2185 1313Fax : +66 (0) 2185 1274
Foodhouse Catering Services Company Limited Provide catering solution to various 10,000 4,997 49.97%234 Soi Sukhuvit 101 (Punnavithi), institution such as school, hospital,Sukhumvit Rd., Bangchak, Prakanong, factory, etc.BangkokTel : +66 (0) 2741-8800Fax : +66 (0) 2741-8260
0100 Management Structure
The managerial structure of the Company comprises 3 boards or committees, that is, the Board ofDirectors, the Audit Committee and the Executive Board. However, the Company has not yet acted withrespect to the appointment of a Recruitment Committee and a Remuneration Fixing Committee. Detailsand the scope of powers and duties of these directors are as follows:
Board of Directors
At present, the Board of Directors comprises 12 members.
Names / Position Total Directors Total Audit TotalAttendances Attendances Committee (Baht)/ Meeting / Meeting(BoD/AGM)
1. Mrs. Patara Sila-On / 5/5 200,000 - - 200,000 Chairman of the Board of Directors
2. Lt. Varakorn Raiva / 5/5 200,000 - - 200,000 Vice Chairman of the Board of Directors
3. Mr. Pravesvudhi Raiva / President 5/5 200,000 - - 200,000
4. Mr. Kachorndej Raiva / Director 5/5 200,000 - - 200,000
5. Mr. Pote Videtyontrakich / Director 4/5 190,000 - - 190,000
6. Mr. William Ellwood Heinecke / Director 3/5 180,000 - - 180,000
7. Mrs. Pratana Mongkolkul / Director 5/5 200,000 - - 200,000
8. Mr. Vitoon Sila-On / Director 5/5 200,000 - - 200,000
9. Ms. Cattleya Saengsastra / Independent Director 5/5 200,000 4/4 40,000 240,000 and Chairman of the Audit Committee
10. Ms. Sophavadee Uttamobol / 5/5 200,000 4/4 40,000 240,000 Independent Director and Audit Committee
11. Mr. Dusit Nontanakorn / 5/5 200,000 3/4 30,000 230,000 Independent Director and Audit Committee
12. Mrs. Kessuda Raiva / 5/5 200,000 - - 200,000 Director and Company Secretary
Total (Baht) 2,370,000 110,000 2,480,000
Audit Committee
The Board of Directors resolved to appoint an Audit Committee pursuant to the resolution of theBoard of Directors Meeting, No. 2/2008, held on May 13, 2008. The Audit Committee comprises:
1. Ms. Cattleya Saengsastra Chairman of the Audit Committee2. Ms. Sophavadee Uttamobol Audit Committee3. Mr. Dusit Nontanakorn Audit Committee
Executive Committee
As of 2008, the Executive Committee has 6 members as follows.
1. Lt. Varakorn Raiva Chairman of the Executive Committee2. Mrs. Patara Sila-On Executive Committee Director3. Mr. Kachorndej Raiva Executive Committee Director4. Mr. Pravesvudhi Raiva Executive Committee Director5. Mrs. Kessuda Raiva Executive Committee Director6. Mr. Vitoon Sila-On Executive Committee Director
Management Team
As of 31 December 2008, the Company had 12 senior management members as follows.
1. Mr. Pravesvudhi Raiva President 2. Mrs. Kessuda Raiva President for S& P Global Co.,Ltd. Executive Vice President for S&P Syndicate Plc. 3. Mr. Vitoon Sila-On Executive Director Senior Vice President – Domestic Operations 4. Mrs. Chandnibha Suriyong Senior Vice President Operations S&P Global Co.,Ltd. 5. Mrs. Pacharee Wisuthiwan Vice President for Operations Department 6. Mr. Somyos Songkrod Senior Vice President-Manufacturing 7. Mr. Somjit Kititeerakul Vice President for Bakery 8. Mr. Chongchana Chantamas Vice President for Food Operations
0101 9. Mrs. Phailin Nimityongsakul Vice President for Research and Development 10. Mrs. Rungthong Ramon Oms Senior Vice President Corporate Strategy Vice President for Accounting and Finance 11. Mr. Pakorn Tiewcharoen Vice President-Trade 12. Mrs. Wanphen Thongsri Vice President-Procurement
Scope of Powers and Duties
Scope of Powers and Duties of the Board of Directors
1. To manage the Company in accordance with the law, objectives, Articles of Association andresolutions of meetings of shareholders;
available;
or more actions;
5. To designate 2 directors, who are not independent directors and Audit Committee members, asdirectors authorized to sign their names to bind the Company;
6. To hold a Board meeting at least once in every 3 months.
follows:
of the Securities and Exchange Commission and the Stock Exchange of Thailand, that is:
associated or related companies;
- Being a director who does not participate in the management; not being a servant, employee oradvisor receiving a regular salary or a professional service provider who has received a service
- Being a director who is not related to or is not a close relative of an executive or majorityshareholder;
- Being a director who is not appointed as agent to protect interests of directors of the Company,majority shareholders, or shareholders related to the majority shareholders
In addition, the independent director must be able to comment or report freely in accordance withthe mission entrusted, without taking into consideration any interests concerning her/his property
any situation that would render her/him unable to express an opinion as she/he should do.
The Audit Committee’s scope of authority and duties
(2) To make a review to see to it that the Company has suitable and effective systems of internalcontrol and internal audit; and to consider the independence of the internal audit unit; aswell as to give approval of the appointment, transfer, or terminate the employment of the chiefof internal audit unit or any other working unit responsible for the internal audit;
(3) To make a review to see to it that the Company complies with the securities and exchange law,the Stock Exchange’s requirements and the laws pertinent to the Company’s business;
(4) To consider, select, or nominate independent individuals so that they perforn their duty as theCompany’s auditor; and to propose their remuneration; as well as to meet with the auditors atleast once a year without the presence of the Management;
0102 accordance with the law and the Stock Exchange’s requirements, so as to be assured that those
(6) To prepare a report of the Audit Committee, which report must be signed by the Audit CommitteeChairman and disclosed in an annual report of the Company;
(7) To perform any other acts and things as assigned by the Board of Directors, with the AuditCommittee’s approval
The Executive Board’s scope of authority and duties
1. The Executive Board is designated with the authority to operate in accordance with the Board ofDirectors’ policies, which in turn defer to Laws, the conditions, rules and regulations of the
Shareholder Meetings.
2. The Executive Board has the right to formulate, propose and determine business directive policiesand strategies to the Board of Directors.
3. The Board may prepare business plans; specify management powers; authorise budgets for the annualbusiness activities, including annual expenditure budgets; and generally conduct activities inline with the business plans and strategies to complement the policies and directives presentedto the Board of Directors.
4. Approval of transactions which may result in obligations to the Company require the authorisationof the Executive Board, together with the signatures of authorised Director signatories as statedin the Company Articles.
5. Conduct business relating to the general management of the Company, with the exception of related
are to be conducted in accordance with the regulations of the Stock Exchange of Thailand.
6. The Executive Board may be assigned other duties on an individual basis by the Board ofDirectors.
The provision of the aforementioned authorities to the Executive Board precludes any Executive Board
Company and its subsidiaries, from exercising their voting rights in such issues. Moreover, theExecutive Board Meetings do not allow the President to conduct related transactions, but limit’sthe scope of authority to normal business activities.
Additional information relating to the directors and executives
The Company’s directors and executives has never had any record of offenses committed against thelaw during the past 10 years concerning:
discipline or petty offenses;
2. Adjudication by the Court whereby they shall become bankrupt or be placed in receivership;
3. Their management or control of companies or partnerships that have become bankrupt or be placedin receivership by the Court’s order
Recruitment of Directors and Executives
according to the public limited companies law and the law governing securities and the StockExchange.
Appointment and Removal of Board Members
Committee’s process because the Company has not yet had a Recruitment Committee. However, the Board
Commission.
1. Directors of the Company are elected by a meeting of shareholders and there will be at least 5directors and at least 3 independent directors. Not less than one half of the directors must beresidents of Thailand.
2. Members of the Board of Directors will be elected by a meeting of shareholders in accordance withthe following criteria and procedures:
(1) A shareholder has one vote per share;
0103 (2) Each shareholder must exercise her/his whole votes to elect one candidate or more asdirector(s) but her/his votes may not be distributed howsoever to elect the candidate(s);
(3) The candidates receiving the highest votes in respective sequence equal to the number ofdirectors which should be elected at such time will be elected directors. In the event thenext elected candidates receive equal votes and their number exceeds the number of directorswhich should be elected at such time, the chairman will have a casting vote.
3. At every annual ordinary meeting, one-third of the directors, or, if their number is not a multiple
resignation to the Company, and her/his resignation will be effective from the date on which theletter of resignation is delivered to the Company.
resolution of a meeting of shareholders, and not less than three-fourths of the votes of theshareholders present and entitled to vote and having shares in aggregate not less than one halfof the number of shares held by the shareholders present and entitled to vote will berequired.
Appointment of Audit Committee Members
and experience regarding relevant works that would be helpful to the systems of corporate governanceand internal control in order that they would meet the standards and follow the correct course. The
of the Securities and Exchange Commission.
reappointment.
3. The number of the Audit Committee members must be maintained at not lower than 3. If they arereduced to lower than this number, (an) additional member(s) must be appointed to complete the
4. The Board of Directors must elect 1 member of the Audit Committee to perform her/his duty as the
the Audit Committee to perform her/his duty as the Secretary to the Audit Committee.
associated or related companies, provided shares held by related parties are included;
associated or related companies, or majority shareholders of the Company; and not being a
associated or related company, or a majority shareholder of the Company;
shareholders of the Company; and not having had or interests of that nature during a periodof 1 year before being appointed as member of the Audit Committee unless the Board of
affect the performance of the duty and the giving of free opinions by the Audit Committeemember;
(4) Being a director who is not related to or is not a close relative of an executive or majorityshareholder of the Company;
(5) Being a director who is not appointed as agent to protect interests of directors of theCompany, majority shareholders, or shareholders related to the majority of the Company;
(6) Being a director who is able to perform her/his duty and comment or report freely on theresult of the performance of her/his duty as entrusted by the Board of Directors, withoutbeing under the control of a majority shareholder of the Company, including related partiesor close relatives of that person;
(7) Being a director with appropriate knowledge, ability and skills
0104 Company Secretary
The Board of Directors appointed a Company Secretary clearly at the Board of Directors Meeting,No. 3/2008, at which Mrs. Kessuda Raiva, who has knowledge and ability to perform her duty andcomment or report on results to the Board of Directors for the purpose of compliance with principlesof good corporate governance including the public limited companies law, the law governing securitiesand the Stock Exchange and other pertinent laws, was assigned to continue to serve as the CompanySecretary with the duty to take the following actions:
minutes of Board meetings and annual reports of the Company, including quarterly and yearly
(2) To keep a record of interests reported by directors and executives;
(3) To make advice on laws and rules of which the Board of Directors must be aware for the purposeof discharging its duties and responsibilities;
(4) To oversee activities of the Board of Directors
Remuneration for Executives
The Company has formulated a policy on fair and reasonable remuneration for the directors, takinginto consideration its suitability for and consistency with the directors’ responsibilities, the
assigned to serve as members of the Audit Committee will receive more remuneration and meetingallowances according to their responsibilities that have increased. The Company seeks approval forthe directors’ remuneration from the meeting of shareholders every year.
(1) Remuneration for Board Members
The Annual Ordinary Meeting of Shareholders, No. 1/2008, held on April 30, 2008, resolved toapprove the directors’ remuneration divided into the following:
director. The remuneration for 12 directors amounts to 1,800,000 Baht or 1 percent of the
the Audit Committee at the rate of 10,000 Baht for each director at each time of presenceat the meeting.
In summary, in 2008, the remuneration received by the directors in comparison with that of 2007is as follows:
Remuneration 2008 2007
Number Amount Number Amount(Directors) (Baht) (Directors) (Baht)
Total Gratuities 12 1,800,000 12 1,800,000Meeting Allowances 12 680,000 12 710,000
Total 2,480,000 2,510,000
Please refer to the heading “Board of Directors” for the remuneration received by the directorsin their capacity as directors of the Company, that is, gratuities and meeting allowances, whichare separated and indicated for each individual director.
(2) Remuneration for Executives
effective performance continuously.
In summary, in 2008, the remuneration received by the executives in comparison with that of2007 is as follows:
0105Remuneration 2008 2007
Number Amount Number Amount(Directors) (Baht) (Directors) (Baht)
Salaries 12 17,880,756 9 12,610,615Bonuses, Special Rewards & Travel Expenses 12 2,269,866 9 2,268,916
Total 20,150,622 14,879,531
Notwithstanding, the remuneration of some executives who are directors and receive remunerationin their capacity as members of the Board of Directors, with such details as indicated in theheading “Board of Directors”, is not included in the calculation of the remuneration referredto above.
(3) Other Remuneration
In addition to the salaries, bonuses and special monetary rewards, the Company has made available
Fund, travel expenses, medical fees, which are in accordance with the Company’s rules ofwelfare.
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0113Corporate Governance
The Board of Directors has complied with good practices for directors of a listed company by adopting
and Exchange Commission and the Stock Exchange of Thailand as guidelines and has appointed an AuditCommittee to assist in supervising its internal control system and to ensure that the principlesof good corporate governance have been observed, with such details as set out as follows:
(1) Rights of Shareholders
its shareholders within the frame of stipulations of law and business ethics and attachedimportance to the rights of shareholders. The Company is determined and intends to grant to allof its shareholders equal rights as follows:
1. Such basic rights as the shareholders should be entitled to in terms of voting, receipt ofdividends, transactions or transfers of shares, presence at shareholders’ meetings, and
time;
2. The right to elect and remove a director as well as to appoint an auditor;
3. The right to be entitled to a dividend allotment;
4. The right to be aware of the Board’s resolutions concerning details of a meeting and theagenda of a meeting of shareholders in advance of the date of the meeting through informationdisclosed on the Company’s website;
5. The right to receive an invitation to a meeting of shareholders and information on the place,time and agenda of the meeting, the criteria and procedure for attendance, and the pointsfor consideration with facts, reasons and the Board’s opinion clearly presented in each itemon the agenda; to this, the Company will send an invitation to the meeting of shareholdersnot less than 14 days before the date of the meeting and will publish the invitation in atleast one daily newspaper for 3 consecutive days before the date of the meeting, and theCompany will arrange for the time and place that are most convenient for the shareholdersto be present at the meeting;
6. The Company accords an opportunity for its shareholders to propose a meeting agenda inadvance and to send questions in advance for the meeting of shareholders through the Company’swebsite;
7. The Company encourages all of its directors to attend meetings of shareholders continuouslyand regularly every year. In particular, the Audit Committee Chairman and the President arepresent at every meeting of shareholders.
(2) Equal Treatment towards Shareholders
The Company has been aware of and attached importance to fair and equal treatment towards itsshareholders. To this, it has formulated a policy to oversee and protect the shareholders’rights and to encourage all the shareholders to obtain fair and equal rights as shareholders.In addition, the policy on treatment towards shareholders must be in accordance with the Company’sprinciples of good corporate governance and must be consistent with the practices under the
Exchange of Thailand and with other pertinent laws. Details of the Company’s main policyformulated to see to it that the shareholders obtains equal, fair and equitable rights are asfollows:
1. To encourage and allow all groups of shareholders, especially minority shareholders, to havea chance to participate in recruiting and electing directors to protect the equal rights ofall parties by publishing the information for acknowledgement by the shareholders on theCompany’s website;
2. To encourage and allow a shareholder, who is not able to be present at a meeting, to havea chance to grant proxy:
2.1 In the event the shareholder is not able to be present at the meeting of shareholders,the Company offers 3 forms of proxy so that the shareholder will have a chance to select
Department of Business Development, Ministry of Commerce.
2.2 The grantor can grant proxy to an independent director, who will perform the duty in accordance with the grantor’s intention. The Company has encloseddetails of the independent directors with the proxy forms continuously and regularlyevery year.
3. Equality during Meeting of Shareholders
3.1 Before the commencement of a meeting, the chairman will inform the shareholders clearlyof the rules to be applied at the meeting and of the steps of voting on the resolutionof each agenda item.
0114 3.2 The Board Chairman, who will attend and preside at every meeting of shareholders,accords an opportunity for the shareholders to ask questions and gives answers orexplanations on the points relevant to the meeting agenda or the Company at alltimes.
3.3 The Company accords an opportunity for the shareholders to resolve to elect eachindividual director.
must be implemented. The Company has no policy to increase the meeting agenda or changethe order of the agenda items unless such change or increase is reasonable and lawfulin every respect.
3.5 For transparency and accountability, at a meeting of shareholders the Company will useballots for all agenda items, and for more rapidity and accuracy the Company has useda computer system for registration and for the passing of resolutions ofshareholders.
4. After a meeting of shareholders, the Company will prepare minutes of the meeting accordingto its agenda together with resolutions of the meetings and the number of votes agreeing,
to completion within 14 days counting from the date of the meeting, and will also publish themfor acknowledgement by the shareholders via the Stock Exchange of Thailand and the Company’swebsite in order that the shareholders can make examinations.
5. Policy and Measure for Care of Internal Information – The Company has a policy and procedure
information which has not yet been disclosed to the general public, including securities
directors and excutives in various departments are required to understand the duty to reporton the holding of securities in the Company by themselves, their spouses and children who have
At the 2008 Ordinary Meeting of Shareholders, the Company granted all such rights and equalitiesas mentioned in 1 and 2 above to its shareholders and also prepared an invitation in both Thaiand English for foreign shareholders, and for the 2008 Ordinary Meeting the Company will takesteps to grant these rights and equalities to its shareholders.
(3) Roles of Stakeholders
The Company attaches importance to the rights of all groups of stakeholders by complying with
Exchange Commission, as well as with other laws relating to the protection of rights of thesestakeholders so that they will be well cared for.
- Shareholders The Company is always well aware that it will conduct its business withtransparency. It is determined to make its business prosper and yield goodreturns to the shareholders continuously in a long term.
- Customers The Company is determined to develop the quality and standards of itsproducts and will pay attention to friendly services for its customers totheir maximum satisfaction and will also make available a working unit orpersonnel performing the duty to accept customers’ complaints so as totake action for the customers as soon as possible and the customers’ secretswill be kept.
- Suppliers The Company will treat its suppliers fairly and equally, taking mutual
- Creditors The Company will treat its creditors fairly by complying strictly with theterms and conditions of the agreements and with the financialcommitments.
- Competitors The Company will behave in accordance with international rules of competitionand will treat its competitors fairly, avoid dishonest methods, and willnot destroy the reputation of its competitors.
- Employees The Company holds that an employee is a valuable resource and must be
development and must be assured of her/ his life quality and safety ofwork as well as suitable welfare.
- Society and The Company is determined to conduct economically and Environment socially
preservation. To this, the Company has a unit performing the duty to takecare and charge of society and to promote organizational cultures and evokeawareness in all individuals in the organization so that they take careof, develop and promote the environment and stakeholders in line with thesustainable growth of the Company.
0115 A stakeholder can ask for details, make complaints or notify clues of an offense committed
of the email address [email protected] or [email protected] or at telephone no. 0-2185-1313,
before forwarding them to the Audit Committee and the working units concerned for further action.
(4) Disclosure of Information and Transparency
1. Relationship with Investors
investors and stakeholders of the Company. The Board of Directors is therefore aware of thenecessity for disclosure of complete, true, reliable, regular and updated information. To
support unit to communicate with institute investors, shareholders, analysts and the publicsector concerned. Investors can ask information about the Company at telephone no. 0-2185-1313 or on the website www.snpfood.com or via the email address [email protected].
2. Principles of Corporate Governance The Company attaches importance to good corporate governance, which is important to the
sustainable growth of the Company in a long term. It encourages the directors, Audit Committeemembers and employees concerned to perform their ethical duties under the Company’s missionsfaithfully, honestly and fairly and to treat the Company and all groups of stakeholders,the general public, society and customers in accordance with ethical practices. To this,the Company communicates regularly with its customers and monitors compliance with thesecourses constantly and also determines disciplinary action.
interests, implements the requirements of the Securities and Exchange Commission and theStock Exchange of Thailand, and stipulates that changes in the holding of securities bereported to Board meetings at all times, with such details as set out in the heading“Supervision of Use of Internal Information”.
3. Remuneration for Directors and Executives
Board of Directors, and it is connected with the Company’s operation results. Refer to theheading “Remuneration for Executives”. Approval for the directors’ remuneration is soughtfrom the meeting of shareholders at all times.
(5) Board’s Responsibilities
1. Board Structure
The Board of Directors attaches importance to good corporate governance, business virtueand transparency. For this purpose, the Board of Directors has appointed an independent
and 1 secretary. Their names are as follows:
(1) Miss Cattleya Saengsastra Chairman, Audit Committee (2) Mr. Dusit Nontanakorn Member, Audit Committee (3) Miss Sophavadee Uttamobol Member, Audit Committee (4) Mrs. Kessiri Kukiattinan Secretary, Audit Committee
systems. In 2008, four (4) Audit Committee meetings were held and reports were submitted tothe Board of Directors. For the Audit Committee’s opinions, please refer to details in theheading “Internal Control”.
2. Counter-balancing by Non-executive Directors
There are 12 members of the Board of Directors, which comprises :
- 6 executive directors - 3 other directors - 3 independent directors, equal to one-fourth of the whole Board
3. Combination or Separation of Positions
- The Board Chairman is the representative of the group of majority shareholders, who, in2008, hold in aggregate 36.27 percent of the shares.
- The Board Chairman is not the same person as the Vice President, but both are therepresentatives of the same group of majority shareholders.
- The Board of Directors comprises 3 independent directors and 3 non-executive directors,who will lead to management counterbalancing and cross-examination.
0116 4. Roles, Duties and Responsibilities of Board of Directors
• Leadership and Visions All members of the Board of Directors possess leadership, have wide visions and are
free to make a decision. In addition, the Board of Directors participates in formulatingor approving of visions, strategies, targets and budgets of the Company and supervises
increase in the economic values and a sustainable growth of the business.
• Separation of Roles, Duties and Responsibilities between the Board of Directors andthe Management
The duties of the Board of Directors and the Management are clearly separated formanagement counterbalancing and cross-examination. The Board of Directors will considerand approve of policies in their overall pictures, such as, visions, missions andcorporate governance policies, whereas the Management will have the duty to manage theCompany and lay down plans and strategies in accordance with the policies formulatedby the Board of Directors. Details of the roles, duties and responsibilities of theBoard of Directors and the Management are indicated in the heading “DirectorialStructure”.
agenda, that director will have no right to vote on that item. In addition, policiesand procedures for supervising executives and parties concerned have been formulatedin order that they do not use internal information of the Company for a personal
• Internal Control and Audit Systems
writing. Use of properties of the Company is controlled and supervised so that they
are separated for appropriate counterbalancing and cross-examination. In addition,
The Internal Audit Department perform its duty to make examinations to ensure that the
with the laws and requirements pertinent to the Company. And in order that the internalaudit unit is independent and able to perform the duty of cross-examination andcounterbalancing fully, the Board of Directors requires that the Internal Audit Departmentreport the audit results directly to the Audit Committee and that those results alsobe evaluated by the Audit Committee.
• Risk Management System A risk may occur at any time in the course of business, whether it results from internal
or external factors. The Company has discerned and attached importance to effects thatmay be produced on the Company by those risks. To this, the Internal Audit Departmenthas been assigned to evaluated the risks and all working units of the Company willspecify risk factors that may result from their operations, whether those risks involve
the Internal Audit Department in association with the working units specifying therisks may analyze the information and look for a way or measure to prevent or mitigatethe damage resulting from those risks. Moreover, the Internal Audit Department andworking units in charge must jointly monitor and evaluate the risks at intervals.
• Meetings of Directors The Board of Directors holds a regular meeting at least in every quarter. And in order
that directors are able to be present at a Board meeting, the Secretarial Department
of this schedule at all times before the Board meetings. The Secretarial Departmentwill send an invitation together with supporting documents at least 7 days in advance
to study information before attending the meeting. In 2008, the Board of Directors held4 meetings in total. The Board Chairman attended all the Board meetings, and duringthe meetings the chairman gave a chance and allocated time for directors to ask the
and parties concerned.
• Reporting by Board of Directors
generally accepted in Thailand. Appropriate and constantly applied accounting policiesare selected for use and careful discretion is exercised and optimum estimations applied
Board’s Responsibility for the Preparation of Financial Reports.
0117so as to reasonably ensure that records of accounting information are correct, complete
• Evaluation of Board’s Performance The Board of Directors, at the Meeting, No. 1/2009, held on February 24, 2009, resolved
to approve the Board’s self-assessment form used for the evaluation of the performanceof the duties of the Board of Directors en bloc for 2008 under the subjects of assessment
responsibilities; Board meetings; the performance of duties of the Board of Directors;relationship with the Management; and self-development of directors and development ofexecutives. Results of the evaluation is intended to be used for the improvement ofthe performance of duties by the Board of Directors. In the overall picture of theBoard of Directors, most of the actions were deemed to be well taken or executed.
• Development of Directors and Executives
• Development of Directors’ and Executives’ Knowledge – The Company promotes andoffers convenience for directors’ and executives’ training and knowledge developmentrelating to corporate governance. In 2009, the Company started to hold an orientationceremony for new directors whenever a new director is appointed. To this, an overallpicture will be presented regarding the Company’s business and relevant information;the names of the Company’s directors and managerial structure; legal documentationand handbooks; rules and regulations of working units concerned; the directors’roles, powers, duties and responsibilities; corporate governance guidelines;
targets, and information on the conduct of business and activities of the Company.Directors are also caused to visit businesses and attend meetings related to thesetting of visions and business plans in association with high-ranking executivesof the Company.
• Work Succession Plan - The Company has prepared some personnel as replacements forhigh-ranking executives who are about to attain retirement age. At the same time,a guideline has been formulated for the development and enhancement of the potentialof executives who would succeed to the positions.
Internal Control
control and internal audit to ensure that legal requirements, objectives, regulations and resolutionsof meetings of shareholders of the Company are complied with in accordance with principles of goodcorporate governance. The internal control system is divided into 4 parts according to responsibilityas follows:
1. Audit Committee – The Audit Committee will be in charge of the internal control system of the
It must discuss and exchange opinions and submit an internal audit report to the Board of Directorsregularly at least in each quarter. If the Audit Committee has recommendations or has found somematerial defects, it will report them to the Board of Directors so that improvements or corrections
consistent with the opinion of the Company’s auditor.
2. Risk Management - It will be the duty of the Management to control and supervise risks that mayresult from the conduct of business of the Company and from the performance of works. These risks
administration, safety of goods and the environment. This success has resulted through a data
factors that may affect the conduct of business of the Company will be taken intoconsideration.
3. Control of the Management’s Performance – Duties and powers of executives and operators have beendesignated in writing. The duties of operators, supervisors and evaluators are clearly separatedfor appropriate counterbalancing and examination. Transactions of the Management or partiesconcerned are also included. The control and designation of duties is a measure that will help
the Company.
them to all personnel for understanding so that their works will be achieved in accordance withthe objectives. Plans for action, allocation of resources, budgets and workforces have also beenclearly laid down, and work processes have been determined and performance are followed up in
reporting, and implementation of and compliance with policies and practices used for the controland conduct of activities of the Company. Moreover, information obtained from the outside iscommunicated by the Company to executives and users within the Company via a system which helps
effectively and which ensures that internal and external communications will enable the Companyto achieve its targets and objectives.
0118 Employees Development Policy
The Company will focus on the building of work incentives by using the organization’s core valuetogether with the Happy 8 (Organization’s Happiness) Principle of the Thai Health Promotion Foundationto bring about a team working atmosphere, good attitudes towards the organization, morale and will-power for work, so as to prepare for the economic condition at present and in the future.
To support the continuous expansion of the business, the Company aspires to develop the knowledgeand ability of its personnel at all levels continuously and prepares to build personnel with such
In addition, the systems of welfare and remuneration have been improved so that they are able tocompete on the labor market and serve as an incentive for employees according to knowledge and
Policy on Development and Improvement of Human Resource Management and Development System
In order that the organization is developed into an organization of excellence in 2008, the human
an objective of developing and maximizing the potential of the human resource, making the organizationachieve its business objectives, encouraging the employees to maximize their knowledge and ability,and according them opportunities for growth in their careers in line with the organization’s success,as set out as follows:
1. Policy to promote the “human” quality according to the organization’s core value, that is,PATARA
PASSION Love to work. ACTION Set out to work. TEAM WORK Work as a team. AMBITION Be determined to move to excellence. RESPONSIBILITY Do right things; be responsible for the organization, society and customers. ACHIEVEMENT Obtain success in working
2. Focus on the building of an organization of happiness by adopting the Happy 8 principles of theThai Health Promotion Foundation (THPF) as a guideline for holding activities in accordance withthe Happy 8, that is, Happy Body, Happy Heart, Happy Society, Happy Relax, Happy Brain, HappySoul, Happy Money, Happy Family.
Policy on Social and Environmental Care
The Board of Directors is aware of the importance of social and environmental care in line with thebusiness expansion of the Company. To this, there is a unit that will be in charge of social andenvironmental care in 2008. The Company has conducted social and environmental activities asfollows:
Public Relations Working Group – The Company has organized social activities, such as, donatingstuffs, products and money to agencies and organizations in need of help; organizing a charityconcert to give the income to foundations; organizing a children’s creative drawing and paintingactivity to award scholarships to students, as an alternative for the children to dare to think andexpress themselves in a proper way; organizing an juvenile golf tournament so that juveniles wouldpractise to become national sportsmen in the future; and organizing an S&P Jak-ka-jee Happy Bakeryactivity to make advice on how to prepare cakes, demonstrate the dressing of cake toppings and allowprimary school grade 3 students to dress cake toppings with jam by using their creativity andimagination, etc.
Quality Working Group – The quality of products and services of the bakery and food production lines
Taste tags and have become standard restaurants for Thailand’s tourism. Moreover, new healthyproducts have been developed by including germinated brown rice products in both Thai and Japanesemenus so that customers have more alternatives and that society is encouraged to pay more attentionto health.
For social projects, the Company has launched a “learning center” project in its establishment toallow students graduating from 3rd year high school to have a place of study and basic continuingeducation in accordance with the educational policy of the public sector, by providing vocational
to have income during their study. Moreover, a meditation training course has been provided foremployees and third parties at Ban Raiva, Amphoe Si Racha, Changwat Chon Buri so that they wouldhave wisdom and consciousness and become good people who could live happily in society.
In addition, the Company has attached importance to the environment by campaigning for global warmingreduction, processing used oil from restaurants into biodiesel for use in trucks within the factory,and organizing an S&P Summer Camp activity at the Ancient City, Samut Prakan Province. Awarenesshas been evoked in a group of juveniles aged 7-14 years, who have jointly grown 70 golden teaktrees. Moreover, a sales promotion activity has been organized by preparing clothed bags, S&P JoyCards, for customers to replace plastic bags. In addition, clothed bags for cakes have been distributedto primary school grade 3 students in the S&P Jak-ka-jee Happy Bakery 2008 Project.
0119General Corporate Information and Other References
Company name S&P Syndicate Public Company Limited
Primary business Restaurant and bakery shop chain operator; producer of cakes, breads,baked goods, Thai desserts prepared frozen foods and bakery products;provider of home delivery and outside catering services; investor andoperator of Thai restaurants abroad.
Registered capital 523,431,365 Baht (Five hundred twenty-three million four hundred
Issued and paid-up capital 523,431,365 Baht (Five hundred twenty-three million four hundred
ordinary shares with a par value of 5 Baht per share.
457-457/6 Sukhumvit 55 (Soi Thonglor), Sukhumvit Road, Klongtannua,Vadhana, Bangkok 10110
Registration No. 0107537001170 (From No. Bo. Mo.Cho. 364)
Telephone 0-2185-1313
Facsimile 0-2185-1274
Website www.sandp.co.thwww.snpfood.com
Registrar Thailand Securities Depository CentreCAPITAL MARKET ACADEMY BUILDING2/7 Moo 4, (North Park Project) Vibhavadi-Rangsit RoadTung Song Hong, Laksi, Bangkok 10210 ThailandTelephone 0-2596-9000 Facsimile 0-2832-4994-6
Corporate auditors Deloitte Touche Tohmatsu Jaiyos Co., Ltd.Rajanakarn Building, 25th. Floor183 South Sathon Road, Yannawa, Sathon, Bangkok 10120Telephone 0-2676-5700 Facsimile 0-2676-5757
Legal counsel68 Soi 8, Sukhumvit Road, Klongtoey, Bangkok 10110Telephone 0-2253-3427 Facsimile 0-2653-1135
The detail of subsidiaries and associated companies in which of the Company made investments, inthe form of shareholding of 10% or more of the total number of shares issued. (see details under
