ANNUAL REPORT 2022 (From 56-1 One Report) SUSTAINABLE DIVERSITY
D I V E R S I T Y B R I N S U S T A I D I V E R New thinking creates diversity which is mindful with happiness, balance, and
N G S P RO S P E R I T Y I N A B L E R S I T Y l of quality and standards to create value along sustainable business growth.
COMMERCIAL 08:00 Advancing social quality means supporting every age group to meet their needs harmoniously. It begins with the dawning of a new day, high quality lifestyle, and meaningful time to spend.
12:30 17:30 10:00 The environment endlessly inspires new ideas and creativity. High quality greenspaces create relaxing environments. Focus on spending your time on making valuable memories.
FAMILY ENGAGEMENT Living a quality life means being connected. A warm home life always keeps the flavors of life fresh. Experience new heights of happiness at the dawn of life.
RESIDENTIAL Balanced contrast creates happiness and harmony through all seasons of life. LOVE CARE Taking care of every detail, for the divisibility of valued life.
HOSPITALITY Fill your life with happiness and new experiences every season, along with environmental sustainability. Let the soothing sounds of nature be your soundtrack. Spend the month of never-ending fun with your special ones. APRIL OCTOBER DECEMBE
Relax to your heart’s content. New experiences make the most valuable memories. ER NOVEMBER
Make today’s choice a stable and sustainable tomorrow. Move together to advance the quality of life for our communities. Create a future that develops along with the valued lifestyle. GENEROSITY STABILITY
INDUSTRIAL ESTATE AND INFRASTRUCTURE Augment your success with a wealth of offerings at your disposal, and achieve balanced, sustainable growth, while adding value to your community and the environment. Grow together - balancing economic growth with the environment. Convenient solutions are always at your fingertips. AVAILABILITY CONVENIENCE GROWTH
CONTENTS 012 FINANCIAL HIGHLIGHTS 014 MESSAGE FROM CHAIRMAN AND CHIEF EXECUTIVE OFFICER 018 REPORT OF THE AUDIT COMMITTEE 020 REPORT OF THE RISK MANAGEMENT COMMITTEE 021 REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE 022 REPORT OF THE CORPORATE GOVERNANCE AND SUSTAINABLE DEVELOPMENT COMMITTEE 024 REPORT OF THE EXCUTIVE COMMITTEE 026 BOARD OF DIRECTORS AND EXECUTIVES 028 VISION MISSION AND CORPORATE STRATEGY 030 CORE VALUES 032 KEY MILESTONES OF THE COMPANY IN THE PAST 3 YEARS 036 NATURE OF BUSINESS 044 MANAGEMENT DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL RESULTS FOR YEAR 2022 054 BUSINESS STRUCTURE 056 KEY BUSINESS SEGMENTS 058 REVENUE STRUCTURE OF THE COMPANY AND ITS SUBSIDIARIES 060 2022 PROJECTS 076 FUTURE PROJECTS 078 SECURITIES AND SHAREHOLDERS INFORMATION 082 ORGANIZATION CHART 084 MANAGEMENT STRUCTURE 088 NOMINATION AND APPOINTMENT OF DIRECTORS AND SENIOR EXECUTIVES 090 REMUNERATION OF DIRECTORS AND EXECUTIVES 096 CORPORATE GOVERNANCE
124 HUMAN CAPITAL DEVELOPMENT AND MANAGEMENT 127 CREATING SUSTAINABLE DIVERSITY FOR SUSTAINABLE GROWTH 134 RISK MANAGEMENT 138 INTERNAL CONTROL 142 TRANSACTIONS WITH RELATED PARTIES 149 RESPONSIBILITY OF THE BOARD OF DIRECTORS TO FINANCIAL STATEMENT 150 INDEPENDENT AUDITOR’S REPORT 157 FINANCIAL STATEMENTS 168 NOTES TO FINANCIAL STATEMENTS 226 2022 AUDIT FEE 227 LEGAL DISPUTES 228 INFORMATION OF DIRECTORS, EXECUTIVES AND OFFICERS DIRECTLY RESPONSIBLE FOR SUPERVISION OF ACCOUNTING 244 THE COMPANY’S SECURITIES HOLDING OF DIRECTORS AND EXECUTIVES 246 GENERAL INFORMATION OF BUSINESS HELD BY SINGHA ESTATE WITH STAKE OF EXCEEDING 10 PERCENT 256 LIST OF DIRECTORS IN THE COMPANY, ITS SUBSIDIARIES AND ASSOCIATE COMPANIES 260 REFERENCES 261 INFORMATION FOR INVESTORS 262 ATTACHMENTS 263 DEFINITIONS
012 SUSTAINABLE DIVERS I T Y FINANCIAL HIGHLIGHTS Consolidated Statement of Financial Position (THB Million) Total assets 65,113 65,990 68,810 Total liabilities 41,571 44,092 46,204 Net interest-bearing debt 22,509 27,941 29,866 Total shareholders' equity 23,541 21,898 22,606 Retained earning 1,470 1,326 3,804 Issued and paid-up share capital 6,854 6,854 6,854 Total number of shares (million shares) 6,854 6,854 6,854 Key Financial Ratio Net interest-bearing debt / Total equity Times 0.81 1.15 1.17 Gross profit margin1 % 31.60 31.95 35.71 Net profit margin1 % (39.82) (1.78) 3.91 Return on assets % (3.94) (0.21) 0.73 Return on equity % (10.22) (0.60) 2.20 Earnings per share THB (0.381) (0.020) 0.071 2020 2021 2022 Consolidated Financial Results (THB Million) Total revenue1 6,563 7,739 12,530 Residential business 3,985 2,221 2,572 Commercial and retail business 975 965 1,014 Hospitality business 1,559 4,512 8,693 Construction materials 22 0 0 Industrial estate and Infrastructure 0 17 209 Other business 21 24 42 Gross profit 2,074 2,473 4,474 Earning before financial costs and taxes (2,638) 341 2,151 Net profit (loss)2 (2,613) (137) 490 Earnings per share2 (THB) (0.381) (0.020) 0.071 Remarks: 1Calculated based on net income from sales and service, excluding other income. 2Profit (loss) attributable to owner of the parent.
013 S INGHA ESTATE PUBL IC COMPANY L IMI TED 2022 ANNUAL REPORT (Form 56- 1 One Repor t ) Remarks: 1Calculated based on net income from sales and service, excluding other income. 2Profit (loss) attributable to owner of the parent. Consolidated total revenue1 (THB Million) Earnings per share2 (THB) Total assets (THB Million) Total liabilities (THB Million) Total shareholders’ equity (THB Million) 2022 Revenues breakdown by business 2022 Assets breakdown by business Consolidated net profit (loss)2 (THB Million) 8% 2% 12% 29% 49% 21% 10% Hospitality Industrial Estate and Infrastructure, and other businesses Residential Property Commercial Property Residential Property Hospitality 69% Commercial Property 2020 2021 2022 2022 2022 2020 2020 2021 2021 2020 2021 2022 2020 2021 2022 2020 2021 2022 6,563 7,739 12,530 0.071 490 41,571 23,541 65,113 44,092 21,898 65,990 46,204 22,606 68,810 (0.381) (2,613) (0.020) (137) Industrial Estate and Infrastructure, and other businesses
014 SUSTAINABLE DIVERS I T Y MESSAGE FROM CHAIRMAN AND CHIEF EXECUTIVE OFFICER (Mr. Petipong Pungbun Na Ayudhya) Chairman
015 S INGHA ESTATE PUBL IC COMPANY L IMI TED 2022 ANNUAL REPORT (Form 56- 1 One Repor t ) (Mrs. Thitima Rungkwansiriroj) Chief Executive Officer
016 SUSTAINABLE DIVERS I T Y Dear Shareholders, 2022 was a year economic recovery began to take hold. Singha Estate was well placed to reap benefits of its successful business restructuring over the previous 2 years. The Company’s turnaround was evidenced by a clear upturn in operating results even as it was grappling with looming challenges, such as the geopolitical impact of the international conflict between the Russian Federation against Ukraine, widespread and rising inflation, and volatility of global financial markets. In the midst of such challenging circumstances, coupled with unforeseen changes both inside and outside the organization, Singha Estate pulled through with its business strategies characterized by diversification and flexibility, always at the ready to react to changing market conditions with prompt and astute responses. This led to successful implementation of the Company’s business segment strategies as follows: Hospitality business – S Group focuses on geographical diversification strategy to ensure seasonal balancing of revenue and demand of S Group’s hotels in a well-diversified portfolio. With presence in key tourist destinations in different regions around the world, S Group’s hotels in 2022 benefitted from countries where tourism sector recovered faster and earlier than anywhere else, such as the Republic of Maldives and the Republic of Fiji Islands. As part of portfolio enhancement strategy, the “Asset Rotation” concept seeks to improve efficiency and returns by refurbishing hotels with high earning potential, including room upgrades, in order to increase the average daily rate (ADR) and attract new clienteles with different tourist values. As a result, several hotels in S Group’s portfolio have already recovered to the pre-COVID-19 levels. The hospitality business has almost doubled its revenue from the previous year to approximately THB8,700 million in 2022. Residential business – Having targeted the low-rise residential property market for exponential expansion, The Company plans to implement penetration pricing by developing properties at new price points to reach out to wider homebuying demographics in a market with strong overall purchasing power in 2022. The Company’s success in developing ultra luxury project, such as Santiburi The Residences Project, which have been sold out, reflects customer confidence in Singha Estate’s product quality and development capability. The Company followed through with the development of Siraninn Residences Pattanakarn Project in the super luxury market segment, which has been exceptionally well welcomed and achieved higher-than-expected presales. Singha Estate strongly believes that the positive response will enable the Company to leverage brand equity by developing future housing projects under the concept of exceptional value proposition and meticulous attention to detail at different price points over wider geographical distribution to reach out to a broader customer base. Commercial business – In 2022, Singha Estate implemented guidelines for all commercial properties under its portfolio to adapt to changing demand for and requirements of office space while maintaining high occupancy rate. In the meantime, the Company redoubled its effort to develop the newly built S-OASIS Project under the hybrid workplace design concept to meet new types of office space utilization and requirements. As grade A office building with approximately 54,000 square metres of leasable area, S-OASIS Project will be one of the key investment assets contributing to revenue growth of the commercial business and the resiliency to weather the challenges of office building market long into the future. The Company is also exploring opportunities to invest in the flex space business in collaboration with leading operators with an extensive international presence to improve the business flexibility required to respond effectively to changing market demands. Industrial estate and infrastructure business – Investment in this business is part of the Company’s business diversification to shift the weighting towards revenue deriving from the manufacturing sector as well as ensuring a balance between consumer base and industrial base. This helps stabilize Singha Estate’s revenue in the face of changing market conditions. In 2022, the Company began to recognize revenue from the sale and ownership transfer of land in S Angthong Industrial Estate Project for the first time. It is expected that revenue from this business will significantly grow in 2023 in line with increased land ownership transfer activities following the
017 S INGHA ESTATE PUBL IC COMPANY L IMI TED 2022 ANNUAL REPORT (Form 56- 1 One Repor t ) reopening of borders, confidence in the economic recovery and the government’s economic stimulus packages. In the meantime, the construction of 2 cogeneration power plants, in which the Company holds 30-percent stake, located in S Angthong Industrial Estate Project has made steady progress according to plan. It is expected to commence commercial operations in the 4th quarter of 2023. The development of such industrial estate project and power plants in the Company’s portfolio is part of the Enriching Tomorrow strategic concept to establish sustainability for all lives through the shift towards more eco-friendly energy sources to achieve the goal of becoming a green industrial estate that will live up to the emerging trend of eco-friendly industries of the future. Singha Estate’s commitment to operational excellence and the intensive portfolio rebalancing in the past year clearly paid off. In 2022, the Company recorded an all-time high revenue of over THB12,500 million, reverting to net profit in 2022, and is poised to continue along the sustainable growth pathway. In addition, Singha Estate is pleased to inform our shareholders that the Company has been listed on the “Thailand Sustainability Investment” (THSI) for the 4th consecutive year in 2022. Meanwhile, SHR, the Company’s subsidiary, was included among the 170 companies on the THSI by the SET for the first year. This positively reflects on S Group’s firm commitment to sustainable growth to create shared value for all stakeholders along with corporate social responsibility and environmental stewardship. Singha Estate’s outstanding achievements thus far are testament to the Company’s dedicated effort and resources to build stability, resiliency, and readiness to take on any circumstances. Thus, providing a solid foundation for future growth and to achieve the status of a leading property developer in Thailand, with unique capability to consistently deliver differentiated value proposition and the best-in-class products and services to Singha Estate’s customers. For Singha Estate, the next big step, in addition to creation of growth opportunities through the expansion of the Company’s 4 core businesses, is to leverage multi-dimensional synergies among the core businesses, taking integrated approach to reinforce one another’s strengths and to collaborate in the quest of common growth opportunities as well as widening partnership into other businesses to seek opportunities or gain entry into emerging businesses. The passing of the former Chairman of the Board of Directors, Mr. Chutinant Bhirombhakdi, brought profound sadness to the Board of Directors, executives and employees. His contribution as a visionary leader and the Chairman of the Board of Directors in building up Singha Estate to become a leading property developer i t is today cannot be emphasi zed enough . Singha Estate’s commitment to deliver quality products and services to its customers will remain one of his lasting legacies, along with the corporate management approach that treats all employees as part of a big family who play a vital role in the Company’s sustainable growth. His many charitable and social works will continue to inspire the Board of Directors, executives and employees to pay close attention to social and environmental responsibility alongside the pursuit of business success. Lastly, Mrs. Thitima and I would like to thank all shareholders, joint ventures partners, suppliers, customers, financial institutions and stakeholders for your continued trust and loyal support.
018 SUSTAINABLE DIVERS I T Y REPORT OF THE AUDIT COMMITTEE Dear Shareholders, The Audit Committee of the Company, appointed by the Board of Directors, consists of 3 independent directors who are fully qualified according to the specified criteria, and have adequate knowledge and experience in reviewing the reliability of the financial statements. Members of the Audit Committee and the meeting attendance records are as follows: The Audit Committee performs its duties as assigned by the Board of Directors, with independence and has unrestricted access to relevant information, obtain cooperation from the Company and the Company’s auditors, in accordance with the duties and responsibilities specified in the charter of the Audit Committee as well as rules and regulations of the SET. In 2022, a total of 7 Audit Committee meetings were held to discuss and exchange views with the management, relevant executives, internal audit team, and auditors. In addition, the Audit Committee held 1 meeting with the Risk Management Committee to exchange views/information and coordinate tasks relating to the Company’s risk factors and internal controls. Summary of key performance of the Audit Committee is as follows: 1. Review of the financial reports The Audit Committee reviewed the Company’s separate and consolidated financial statements on quarterly basis, year-end f inanci a l s tatement s , key account ing po l i ci es , and material financial reports in coordination with the management and the auditors. The Audit Committee also inquired the auditors regarding the accuracy and completeness of financial statements, key audit matters, significant adjustments, accounting standard updates and audit observations, along with adequacy of information disclosure. In addition, the Audit Committee held one meeting with the auditors without the presence of the Company’s management to independently discuss on their information access and independence performance. The Audit Committee was of the opinion that the financial statements reviewed and audited by the auditors were accurate, complete, and prepared in accordance with the Thai Financial Reporting Standards, including selection of appropriate, reasonable accounting policies and adequate information disclosure in financial statements. 2. Review of adequacy of internal control system and risk management The Audit Committee reviewed the adequacy of the Company’s internal control system based on the internal audit reports audit follow-up reports, as well as the review and monitoring of risk management and assessment on a quarterly basis. Besides, the Audit Committee provided suggestions on adequate and appropriate internal controls that were effectively adaptable to changing circumstances and in compliance with the good corporate governance principles. In addition, the Audit Committee reviewed the internal control assessment prepared in accordance with the practice guidelines prescribed by the SEC Office, which assessment was conducted by the Company’s management and vetted by the internal audit team. Members of the Audit Committee Position Attendance/Total Meetings 1. Mr. Prasan Chuaphanich Chairman of the Audit Committee 6/6 2. Mr. Karoon Nuntileepong Member of the Audit Committee 8/8 3. Mr. Charamporn Jotikasthira Member of the Audit Committee 8/8 Ms. Oracha Kunajiranat, First Vice President-Group Internal Audit and Compliance Department, served as a secretary to the Audit Committee. Remarks: (1)Mrs. Napaporn Landy resigned from the position of Chairman of the Audit Committee with the effect from 31 May 2022. Therefore, the number of Audit Committee’s meetings required Mrs. Napaporn Landy to attend was 2 meetings, where Mrs. Napaporn Landy successfully attended both 2 meetings. (2)Mr. Prasan Chuaphanich was appointed as the Chairman of the Audit Committee with the effect from 8 July 2022 onwards. Therefore, the number of Audit Committee’s meetings required Mr. Prasan Chuaphanich to attend was 6 meetings, where Mr. Prasan Chuaphanich successfully attended all 6 meetings.
019 S INGHA ESTATE PUBL IC COMPANY L IMI TED 2022 ANNUAL REPORT (Form 56- 1 One Repor t ) The Audit Committee was of the opinion that the Company had an adequate and appropriate internal control system and supervisory oversight with no significant deficiencies. 3. Governance of internal audit The Audit Committee reviewed and oversaw the internal audit function to ensure its independence and efficiency, as well as evaluated the quality of internal audit function on a yearly basis. In addition, the Audit Committee reviewed the charter and practice guidelines of the internal audit function, including approving the annual internal audit plan developed with the risk-based approach. The Audit Committee was of the opinion that the internal audit of the Company was independent and effective. 4. Review of compliance of the Securities and Exchange Act, the SET’s regulations, and laws relevant to the Company’s business The Audit Committee reviewed the compliance with the Securities and Exchange Act, the SET’s regulations, and laws relevant to the Company’s business by specifically assigning the internal audit team to incorporate a compliance audit as a part of its audit scope as well as regularly monitoring the progress of management’s corrective actions. From the aforementioned review, the Audit Committee was of the opinion that in 2022 there was no indication of material noncompliance on the part of the Company with respect to the Securities and Exchange Act, the SET’s regulations and laws relevant to the Company’s business. 5. Review of connected transactions or transactions that may give rise to conflicts of interest The Audit Committee reviewed connected transactions or transactions thatmay give rise to conflicts of interest on a quarterly basis. The Audit Committee was of opinion that transactions made between the Company and connected companies or persons during the fiscal year were normal business or supporting normal business transactions, consistent with ordinary commercial practices on arm’s length basis, reasonableness, and in the best interests of the Company and shareholders. Information disclosure was deemed adequate in accordance with the rules and regulations of the SET and the SEC Office. 6. Consideration on selection, nomination and remuneration of the auditors The Audit Committee considered the selection and nomination of qualified auditors, including the audit fee based on its assessment of the auditors’ independence, professional ethics, skills, knowledge, competency, and performance in the past year, as well as appropriateness of the audit fee. According to the overall assessment results, the qualifications and independence of the auditors were deemed satisfactory and adequate. The Audit Committee, therefore, concurred to nominate PriceWaterhouseCoopers ABAS Co., Ltd. as the Company’s auditors and to propose the audit fee for the year 2022 to the Board of Directors’ meeting and the 2022 Annual General Meeting of Shareholders for approval accordingly. 7. Review of the charter of the Audit Committee The Audit Committee annually reviewed the charter of the Audit Committee to reassess its roles, duties and responsibilities, including practice guidelines of the Audit Committee as entrusted by the Board of Directors to ensure that they were in accordance with the rules and best practice guidelines specified by the SEC Office. 8. Performance evaluation of the Audit Committee The Audit Committee conducted the annual evaluation, on a full board basis, of its own performance and reported the results of the performance evaluation to the Board of Directors for acknowledgement. The performance evaluation results indicated that the Audit Committee completely performed its duties and responsibilities as specified in the charter of the Audit Committee, using knowledge, competency, and due care, with sufficient independence. Overall opinions and observations on the performance of duties in accordance with the charter of the Audit Committee In summary, for the year 2022, the Audit Committee was of the opinion that the Company had placed emphasis on the internal control system and risk management which were sufficient and appropriate, as well as its compliance with the laws and rules specified by government agencies. The Audit Committee was satisfied that the Company’s operational processes had undergone continual improvements, enhancing rapid transformation towards sustainable success in line with the Company’s overall objectives and goals, under good corporate governance. The Company’s financial reports were deemed accurate, complete, and reliable in accordance with generally accepted accounting standards. This report was reviewed and endorsed by the Audit Committee on 22 February 2023. For and on behalf of the Audit Committee (Mr. Prasan Chuaphanich) Chairman of the Audit Committee
020 SUSTAINABLE DIVERS I T Y REPORT OF THE RISK MANAGEMENT COMMITTEE Dear Shareholders, The Risk Management Committee of the Company comprises independent directors and executive directors who are well qualified, knowledgeable and have expertise and a good understanding in the Company’s business. The Risk Management Committee is tasked with supervisory oversight of the Company’s risk management and reviewing risk assessment on a quarterly basis to ensure that the Company’s material risks are appropriately managed. The Risk Management Committee consists of the following 3 members: In 2022, the Risk Management Committee held a total of 5 meetings with duly-formed quorum. Key performance could be summarized, as follows: 1. Reviewed the Risk Management Committee’s charter, policy on enterprise risk management and policy on business continuity to ensure effectiveness and adequacy corresponding to changing circumstances, then reported the same to the Board of Directors for approval; 2. Reviewed and approved the enterprise risk management framework and risk appetite to ensure their appropriateness and conformity with the Company’s strategic direction and business plan, and then proposed the same to the Board of Directors for acknowledgement; 3. Reviewed and provided opinions on the 2022 enterprise risk factors by monitoring progress of quarterly risk management plans, following up on long-term risk management plan pertaining to business strategy, as well as monitoring risk on exchange rate and interest rate on a regular basis; 4. Reported results from material risk management to the Board of Directors on a quarterly basis; 5. Communicated and exchanged information regarding risks and internal control with the Audit Committee by submitting progress report on enterprise risk management to the Audit Committee on a quarterly basis, and held joint meetings between both committees; 6. Continually promoted a culture of enterprise risk management by arranging training and education for executives and employees at all levels; Members of the Risk Management Committee Position Attendance/Total Meetings 1. Mr. Charamporn Jotikasthira Chairman of the Risk Management Committee (Independent Director) 5/5 2. Assoc. Prof. Thanavath Phonvichai, Ph.D. Member of the Risk Management Committee (Independent Director) 1/1 3. Mrs. Thitima Rungkwansiriroj Member of the Risk Management Committee 5/5 Remarks: (1)Mr. Naris Cheyklin resigned from his position as the member of the Risk Management Committee with the effect from 17 February 2022 onwards. Therefore, the total number of Risk Management Committee’s meeting required Mr. Naris Cheyklin to attend was 1 meeting, where Mr. Naris Cheyklin successfully attended the meeting. (2)Mr. Petipong Pungbun Na Ayudhya resigned from his position as the member of the Risk Management Committee with the effect from 11 November 2022 onwards. In 2022, Mr. Petipong Pungbun Na Ayudhya attended 3 out of 4 meetings of the Risk Management Committee. He was absent from the Risk Management Committee’s Meeting No. 4/2022 held on 3 November 2022 due to significant business, where he had duly given a notification of his absence prior to the meeting. (3)Assoc. Prof. Thanavath Phonvichai, Ph.D. was appointed as the member of the Risk Management Committee to fill a vacancy with the effect from 11 November 2022 onwards. Therefore, the total number of Risk Management Committee’s meeting required Assoc. Prof. Thanavath Phonvichai, Ph.D. to attend was one meeting, where he successfully attended the meeting. 7. Followed up on the progress of the business continuity plan and conducted business continuity drills; 8. Evaluated the performance of the Risk Management Committee to seek improvements in efficiency and effectiveness in fulfilling tasks at hand, and presented the evaluation results to the Board of Directors for acknowledgment; 9. Reported to shareholders on its performance relating to riskmanagement to be disclosed in the Annual Report (Form 56-1 One Report) under the section “Risk Management”. In summary, the Risk Management Committee completely performed its duties within its scope of authority and responsibilities assigned by the Board of Directors to ensure the effectiveness of enterprise risk management, to achieve the predetermined objectives and goals, including creating value for the Company’s shareholders and stakeholders for long-term sustainability. This report was reviewed and approved by the Risk Management Committee on 8 February 2023. For and on behalf of the Risk Management Committee (Mr. Charamporn Jotikasthra) Chairman of the Risk Management Committee Mrs. Amornrat Su-archawarat, First Vice President-Business Transformation and Risk Management Department, served as a secretary to the Risk Management Committee.
021 S INGHA ESTATE PUBL IC COMPANY L IMI TED 2022 ANNUAL REPORT (Form 56- 1 One Repor t ) REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE Dear Shareholders, The Nomination and Remuneration Committee of the Company comprises 3 directors of the Company, i.e. 2 independent directors and 1 director, who equipped with knowledge, competency and experience beneficial to perform their duties as the member of the Nomination and Remuneration Committee, where none of them holds either a position of the Chairman of the Board of Directors or a position of Chief Executive Officer of the Company. Therefore, it enables the members of the Nomination and Remuneration to fully devote their time and efforts to accomplish their tasks and objectives. In 2022, the Nomination and Remuneration Committee held a total of 4 meetings with members in full attendance. The Nomination and Remuneration Committee performed its duties in accordance with the Nomination and Remuneration Committee’s charter as follows: 1. Selected candidates with qualifications, knowledge, expertise and experience appropriate and conforming with the Company’s business strategy and direction, and then proposed the nominated shortlist to the Board of Directors for appointment to fill vacancies, namely (1) nomination of Mr. Don Boonman as a director and member of the Executive Committee, (2) nomination of Mr. Prasan Chuaphanich as an independent director and Chairman of the Audit Committee, and (3) nomination of Mr. Voravud Bhirombhakdi as a director and member of the Corporate Governance and Sustainable Development Committee; 2. Approved the appointment of and changes in members of the sub-committees to align with the changed board structure, and then proposed the same to the Board of Directors for approval, namely (1) nomination of Chayanin Debhakam, D.B.A. as the Chairman of the Corporate Governance and Sustainable Development Committee, (2) nomination of Assoc. Prof. Thanavath Phonvichai, Ph.D. as a member of the Risk Management Committee, and (3) nomination of Mr. Chutchai Wiratyosin as a member of the Executive Committee; 3. Selected and nominated candidates for appointment as directors in replacement of directors who retired by rotation in 2022, by taking into account appropriateness of the candidates’ knowledge, expertise and experience for the utmost benefits of the Company, their alignment with the Company’s business strategy and direction, and their suitability in terms of Board Diversity Matrix, and then proposed the same to the Board of Directors and the 2022 Annual General Meeting of Shareholders for approval; 4. Amended the performance evaluation forms of the Company’s Board of Directors and sub-committees to ensure consistency with the good corporate governance principles, including determining the directors’ annual compensation based on performance assessment results of the Board of Directors and sub-committees, and then proposed the same to the Board of Directors and the 2023 Annual General Meeting of Shareholders for approval; Members of the Nomination and Remuneration Committee Position Attendance/Total Meetings 1. Chayanin Debhakam, D.B.A. Chairman of the Nomination and Remuneration Committee 4/4 2. Mr. Karoon Nuntileepong Member of the Nomination and Remuneration Committee (Independent Director) 4/4 3. Assoc. Prof. Thanavath Phonvichai, Ph.D. Member of the Nomination and Remuneration Committee (Independent Director) 4/4 Mr. Chairath Sivapornpan, Chief Financial Officer, serves as a secretary to the Nomination and Remuneration Committee. 5. Considered the 2021 performance assessment results and determined the performance bonus for Chief Executive Officer as appropriate and commensurate with Chief Executive Officer’s accomplishments and the Company’s overall operating results, as well as reviewing performance evaluation form and determining 2022 Corporate KPIs of Chief Executive Officer; 6. Followed up on the development of the succession plan for Chief Executive Officer from the preceding year; 7. Encouraged and facilitated the Company’s minority shareholders to nominate a list of qualified individuals in accordance with the PLC Act and the Securities and Exchange Act to be appointed as the Company’s director to the Company at least 3 months prior to the 2023 Annual General Meeting of Shareholders, between 1 October 2022 to 31 January 2023, through the Company’s website; 8. Reviewed Policy on Supervision and Management of Subsidiaries and Associate Companies to ensure conformity with the Company’s policies, relevant rules and regulations, as well as the good corporate governance principles; 9. Reviewed the Nomination and Remuneration Committee’s charter to keep it up-to-date and in alignment with the Company’s business operations and guidelines for good corporate governance of listed companies; and 10. Conducted the performance evaluation of the Nomination and Remuneration Committee for the year 2022. In summary, the Nomination and Remuneration Committee performed its duties fully, prudently, and fairly as assigned by the Board of Directors under the scope of authority, duties and responsibilities specified in its charter. This report was reviewed and approved by the Nomination and Remuneration Committee on 16 February 2023. For and on behalf of the Nomination and Remuneration Committee (Chayanin Debhakam, D.B.A.) Chairman of the Nomination and Remuneration Committee
022 SUSTAINABLE DIVERS I T Y REPORT OF THE CORPORATE GOVERNANCE AND SUSTAINABLE DEVELOPMENT COMMITTEE Dear Shareholders, In 2022, it was marked that the lockdown measures implemented due to the spread of COVID-19 pandemic had started to ease, resulting in the reconnection between business sector and social sector in a concrete manner. The recovery of hospitality business has become an attractive business section for investors, and hotels under S Group have been selected as one of the tourist destinations with beautiful natural scenery, welcoming visitors from all over the world. The Company took this opportunity to engage stakeholders, particularly key partners in its supply chain who have played crucial roles driving the Company through difficulties without any hurdle. The S Day – Enriching Together event was held for the first time to introduce our sustainable supply chain initiatives and share our partners’ stories as well as exchanging ideas and finding new ways of business collaboration to achieve sustainable development goals. In the meantime, the Company continues to support local entities, both domestic and overseas, such as Hat Noppharat Thara - Phi Phi Islands National Park, Subdistrict Administrative Organization (SAO), Wastewater Management Organization (WMO) in Thailand, and Marine Research Center and Environment Protection Agency of the Republic of Maldives, to participate in preserving, protecting and restoring natural resources to ensure sustainable development. The Company was recognized as one of the sustainable stocks of 2022 Thailand Sustainability Investment (THSI) list for 4th consecutive year. Also, we would like to congratulate S Hotels and Resources Public Company Limited (SHR), the Company’s subsidiary, for the first time being listed in 2022 THIS index. In addition, it was the first year that 6 hotels under SHR Group in Thailand portfolio and under CROSSROADS Project in the Republic of Maldives were granted Green Globe Certificate. This is testament to the great potential in our capability to advance business in harmony, to grow together with economic, social and environmental development. For sustainable growth, the Company attaches to vision of sustainable diversity as its strategic business direction. In addition, the Company retained the 5-star status for 2022 Corporate Governance Report of Thai Listed Companies (CGR) for 4th consecutive year. The Corporate Governance and Sustainable Development Committee, as the Company’s sub-committee, was assigned by the Board of Directors to be responsible for and oversee sustainable development function. Also, the Company’s executives and employees at all levels cooperatively developed clearer frameworks for various functions as a firm foundation for future business growth. 2022 Performance of the Corporate Governance and Sustainable Development Committee The Corporate Governance and Sustainable Development Committee resolved to approve the revision of Sustainable Development Policy, Amendment No. 1 (May 2022), which the Board of Directors approved and announced to the Company and its subsidiaries. The policy has been updated and added environmental dimension to be clearer and more concrete. In addition, the Corporate Governance and Sustainable Development Committee has closely monitored economic, social, environmental and corporate governance functions at corporate level and functional level. It is agreed that any business units shall propose Members of the Corporate Governance and Sustainable Development Committee Position Attendance/Total Meetings 1. Chayanin Debhakham, D.B.A. Chairman of the Corporate Governance and Sustainable Development Committee 4/4 2. Mr. Nutchdhawattana Silpavittayakul Member of the Corporate Governance and Sustainable Development Committee 4/4 3. Mrs. Thitima Rungkwansiriroj Member of the Corporate Governance and Sustainable Development Committee 4/4 Ms. Sirirthon Thamrongnawasawat, Vice Presient-Corporate Branding and Sustainable Development, served as a secretary to the Corporate Governance and Sustainable Development Committee. report of plan and progress with respect to sustainable development to the Corporate Governance and Sustainable Development Committee on quarterly basis. Further, the Corporate Governance and Sustainable Development Committee is responsible for following up with strategic plan on communication with respect to sustainability, and continuously building engagement with stakeholders and partners at the national and international levels, such as participation in the Global Compact Network Thailand. In 2022, the Corporate Governance and Sustainable Development Committee held a total of 4 meetings and had performed the following key undertakings: Remarks: (1) Mr. Petipong Pungboon Na Ayudhya resigned from the position of the Chairman of the Corporate Governance and Sustainable Development Committee with the effect from 11 November 2022. Therefore, the number of the Corporate Governance and Sustainable Developments’ meetings required Mr. Petipong Pungboon Na Ayudhya to attend was 3 meetings in total. In 2022, Mr. Petipong Pungboon Na Ayudhya was absent from the Corporate Governance and Sustainable Development Committees’ Meeting No. 1/2022 held on 17 February 2022 and the Corporate Governance and Sustainable Development Committees’ Meeting No. 3/2022 held on 7 November 2022 due to significant business, where he had duly notified his absence to the Corporate Governance and Sustainable Development Committee prior to the meetings for acknowledgement. (2) Chayanin Debhakham, D.B.A. was appointed as the Chairman of the Corporate Governance and Sustainable Development Committee with the effect from 11 November 2022 onwards. (3) Mr. Voravud Bhirombhakdi was appointed as the member of the Corporate Governance and Sustainable Development Committee with the effect from 27 January 2023 onwards.
023 S INGHA ESTATE PUBL IC COMPANY L IMI TED 2022 ANNUAL REPORT (Form 56- 1 One Repor t ) 1. Acknowledged the quarterly report on complaints through whistleblowing channels and followed up on compliance with the Company’s Business Code of Conduct along with the Corporate Governance Policy, and arranged training courses concerning the Business Code of Conduct and Anti-fraud and Corruption Policy for all the Company’s directors, executives and employees, including acknowledging the assessment results of the 2022 Corporate Governance Report of Thai Listed Companies. 2. Opined, reviewed and endorsed policies relating to corporate governance and sustainability, such as the Business Code of Conduct, Anti-fruaud and Corruption Policy, Whistleblowing Policy, Policy on Securities Trading of Directors, Executives and Employees, Corporate Governance Policy, Policy on Information Disclosure, Human Rights Policy, etc. to ensure that all policies are up-to-date and correspondent with the corporate governance principles. 3. Approved and promoted any functions to establish a sustainable supply chain as the member of sustainability network; built up cooperation between public sector and private sector to establish carbon neutrality network from upstream to downstream processes through “Forestry at Fingertips” project, including arranging S Day – Enriching Together event with suppliers. 4. Monitored progress and opined on previously approved UN Sustainable Development Goals 2030 (UNSDG 2030), and opined on material sustainability topics of the Company and its group companies as well as acknowledging and monitoring the progress of implementation of the recommendations from regulatory agencies as well as various international frameworks and standards previously agreed upon. 5. Followed up on participation in the sustainability assessment of listed companies under 2022 Thailand Sustainability Investment (THSI) ratings, as well as acknowledging the assessment results and recommendations for developing sustainability guidelines issued by the SET, where the Corporate Governance and Sustainable Development Committee congratulated all relevant parties and provided guidance for improving the assessment results in the next year. 6. Approved long-term carbon emission reduction approach and plans of action; supervisory oversaw and monitored outcomes from sustainability functions at corporate level and functional level, both domestic and overseas, in commercial business, residential business, hospitality business, industrial estate and infrastructure business and design and construction function. The Corporate Governance and Sustainable Development Committee also made suggestions on ways to fulfil the expectations of diverse stakeholders based on business diversification, especially development of projects and services incorporating carbon footprint management throughout supply chain. 7. Acknowledged the establishment of the SD community working group which oversees and monitors the sustainability performance of the hospitality business at every Corporate Governance and Sustainable Development Committee’s meeting, especially the conservation and restoration of marine resources and ecosystems, energy and waste management, cooperation with local stakeholders and monitoring performance of the hospitality business, including providing suggestions so as to obtain Green Globe Certificate for hotels under SHR Group. 8. Acknowledged feedback from stakeholders on the Company’s sustainability performance and projects, as well as acknowledging and providing suggestions on effective sustainability communications that address the concerns of all stakeholders to ensure sustainability awareness and better understanding that benefit the Company’s business operation together with economic, social, and environmental developments. 9. Followed up and acknowledged progress of domestic sustainability activities and projects, such as the “Forestry at Fingertips” project, “SeaYouTomorrow Camp” project, conservation of raremarine species project, especially shark species, big tree conservation at project construction sites, along with projects implemented in collaboration with local communities to conserve natural resources and to foster sustainability, such as the Loh BakaoMangrove Conservation Project on Phi Phi Islands, and providing recommendations for actions to achieve the objectives in alignment with the Company’s sustainable development guidelines. 10. Supervised, acknowledged, gave suggesions, and approved other activities relating to corporate governance, environment and society as proposed by Corporate Branding and Sustainable Development Department and other units as well as representing the Board of Directors and the management in participating in various sustainability activities and projects. In this respect, the sustainability performance has been compiled and published in the 2022 Sustainable Development Report prepared in accordance with GRI standards, in addition to the Annual Report (Form 56-1 One Report), to provide detailed information on the progress of the Company’s sustainable development. On behalf of the Company, the Corporate Governance and Sustainable Development Committee would like to reaffirm our commitment to conduct our business with due consideration and responsibility towards the communities, society and the environment, guided by corporate governance that forms the basis of everything we do to drive business growth and a better life for all, while conserving natural resources and biodiversity richness on which the coming generations may continue to build a stable and sustainable future. This report was reviewed and approved by the Corporate Governance and Sustainable Development Committee on 20 February 2023. For and on behalf of the Corporate Governance and Sustainable Development Committee (Chayanin Debhakham, D.B.A.) Chairman of the Corporate Governance and Sustainable Development Committee
024 SUSTAINABLE DIVERS I T Y REPORT OF THE EXECUTIVE COMMITTEE Dear Shareholders, The Executive Committee of the Company comprises the Chairman and members of the Executive Committee, totaling 8 persons, who were appointed by the Board of Directors and/or the Executive Committee in accordance with the Charter of the Executive Committee. Each member of the Executive Committee possesses valuable proficiency and experience beneficial to the Company’s business operations. The Executive Committee was formed to support the Board of Directors in managerial function of the Company’s business to ensure the full alignment with the Company’s vision, mission, objectives, policies and strategic direction, including other tasks as may be assigned by the Board of Directors in which the utmost benefits of the Company and shareholders are taken into account. Members of the Executive Committee Position Attendance/Total Meetings 1. Chayanin Debhakam, D.B.A. Chairman of the Executive Committee 17/17 2. Mr. Don Boonman Member of the Executive Committee 16/16 3. Mr. Chutchai Wiratyosin Member of the Executive Committee 3/3 4. Mrs. Thitima Rungkwansiriroj Member of the Executive Committee 17/17 5. Mrs. Oranee Poolkwan Member of the Executive Committee 16/17 6. Mr. Nattavuth Mathayomchan Member of the Executive Committee 16/17 7. Mr. Chairath Sivapornpan Member of the Executive Committee 17/17 8. Mr. Dirk Andre Lena de Cuyper Member of the Executive Committee 15/17 Remarks: (1)Mr. Don Boonman was appointed as the member of the Executive Committee with the effect from 18 February 2022 onwards. Therefore, the number of Executive Committee’s meetings required Mr. Don Boonman to attend was 16 meetings. (2)Mr. Chutchai Wiratyosin was appointed as the member of the Executive Committee with the effect from 11 November 2022 onwards. Therefore, the number of Executive Committee’s meetings required Mr. Chutchai Wiratyosin to attend was 3 meetings. Mr. Chairath Sivapornpan, Chief Financial Officer, served as a secretary to the Executive Committee.
025 S INGHA ESTATE PUBL IC COMPANY L IMI TED 2022 ANNUAL REPORT (Form 56- 1 One Repor t ) The Executive Committee performed any matters in accordance with authorities, duties and responsibilities assigned by the Board of Directors. In 2022, the Executive Committee held a total of 17 meetings to consider matters under the scope of its powers, duties and responsibilities as follows: 1. Performed all undertakings under applicable laws, the Company’s objectives and Articles of Association, as well as resolutions of the Board of Directors’ and shareholders’ meetings, with a fiduciary duty of honesty, prudence, responsibility and integrity, by taking into account the best interests of all shareholders in a fair manner; 2) Provided recommendations to the management on the Company’s strategic direction, management structure, business plan and annual budget before they were submitted to the Board of Directors for approval. In 2022, the Executive Committee reviewed and endorsed S Group’s 2023 - 2027 business strategy and the Company’s 2023 budget proposal before submitting them to the Board of Directors for approval; 3) Supervised and provided guidance onmanaging the Company’s residential, commercial, hospitality and industrial estate and infrastructure businesses, as well as investment funds, to achieve the objectives, vision, mission, strategies and policies set out by the Board of Directors to ensure full compliance with laws, conditions, rules, regulations of competent agencies with the supervisory authority and the Company’s Articles of Association, including monitoring the operating performance from the Company’s core business operations and presenting progress, performance in key matters, resolutions and undertakings under the Executive Committee’s responsibilities and duties to the Board of Directors for acknowledgement on a regular basis; 4) Supervised, examined and monitored the financial performance and financial position of S Group through meetings of the Executive Committee held on monthly basis to ascertain that S Group’s business operations fully align with the specified goals, policies and business plans, as well as controlling expenditures according to the approved budget and regularly reporting the said performance and financial position to the Board of Directors for acknowledgement; 5) Reviewed and approved transactions with a value not exceeding THB1,000 million and/or screened and endorsed transactions with a value exceeding THB1,000 million before tabling to the Board of Directors for approval, where those transactions included acquisition or disposition of assets and connected transactions according to the rules of the SET, investment or joint venture with any individual, legal entity or organization and any material transaction of the Company and its subsidiaries which were not listed companies, including any financial transaction with a bank or a financial institution for borrowing, applying for credit facility, and banking and financial services for the benefit of the Company’s operations; 6) Conducted an annual review of the Charter of the Executive Committee, which was reviewed in the Executive Committee’s Meeting No. 14/2022 held on 28 October 2022 to ensure that the powers, duties and responsibilities of the Executive Committee was up-to-date, comprehensive and in compliance with the principles of good corporate governance; and 7) Evaluated performances of the Executive Committee for the year 2022. This report had been reviewed and approved by the Executive Committee on 21 February 2023. For and on behalf of the Executive Committee (Chayanin Debhakham, D.B.A.) Chairman of the Executive Committee
RkJQdWJsaXNoZXIy ODg4NTI=