ANNUALREPORT GLOBAL CCO ONNECTIONS PUBLICS COMPANY LIMITED
“ Your best partner for solution and service in Inddu ustrial raw material Supply” UR O O OU RV VIIS SIIO ON N
1. GENERAL INFORM MATION 2. FINANNCIAL SUMMAARY 3. MESSAAGE FROM THE T CHAIRM MAN 4. BUSINNESS CHARAACTERS 5. REVENNUE STRUCTTURE 6. COMPPANY BACKG GROUND 7. INDUSSTRY OVERVVIEWS 8. RISK FACTORS F 9. SHAREHOLDER STTRUCTURE AND A DIVIDENND POLICY GEMENT STRUCTURE AND DIRECTO ORS 10. MANAG 11. THE PRINCIPLES OF O CORPORRATE GOVERRNANCE ORATE SOCIAL RESPONNSIBILITIES 12. CORPO 13. RELATTED TRANSAACTIONS 14. DISCUUSSION AND ANALYSIS OF O OPERATINNG RESULLTS AND FINNANCIAL POSSITION 15. AUDITT COMMITTEEE’S REPORTT YEAR 2010 16. STATEEMENT OF BOARD OF DIRECTORS RRESPONSIBILLITIES FOR THE FINANCCIAL STEMENNTS 17. FINANCCIAL STATEM MENT YEAR 2010
5 7 9 11 15 17 19 25 29 31 57 67 69 73 77 79 81
Location Near Customer Base No Time Limit Efficiency Transportation
Corporraate Information Companyy Name Symbol Businesss
Head office Home Paage Telephonne Facsimilee Investor Relations R Registrattion Number Establishment Date Date of reegistration Puublic Companyy Stock Lissted Date Juristic person that aree being hold more than 10% % of their paidd-up capital Registereed and Up Caapital Number of o Ordinary Shares
Global Coonnections Public Companyy Limited (“The com mpany” or “GCC”) GC Distributing agent of plaastic, petrochhemical and additive, which are used in petroochemical andd plastic transsformation process 13/1 Moo 2 Kingkaew Rd., R Rachatevva, Bangplee, Samuthpraakarn 10540 , Thailand http://ww ww.gc.co.tth +66 (0)27663-7921, +666 (0)2763-7999, +66 (0)27663-7923-42 +66 (0)27663-7949, +666 (0)2312-4880-1 +66 (0)27663-7999 n° 201 2 – 204 0107574800153 27th Septeember 1994 17 th Marchh 2005 6th Decem mber 2005 None 200,000,000 Baht 200,000,000 Shares
Thailand Securities S Deppository Co., LLTD. Capital Maarket Academ my Building, 2nnd FL 2/7 Moo 4, (North Park Project) Vibhaavadi-Rangsitt Rd., Tung Songg Hong, Laksi, Bangkok, 100210, Thailannd Tel. +66 (00)2596-9000 Fax. +66 (0)22832-4994
Ernst & Yooung Office Liimited 33rd Floorr, Lake Rajadaa Office Compplex 193/136-137 Rajadapissek Road, Klongtoey, 1 Thailannd Bangkok 10110, Tel. +66 (00)2264-0777 Fax. +66 (0)22264-0789
Human Re source es Efficiency Happiness Life
FFINANCIAL STATUS S (MILLION BAHT) C Current Assetts T Assets Total C Current Liabilities T Liabilitiees Total S Shareholderâ€™s s Equity
610 772 413 421 351
6766 8288 4299 4333 3955
866 8 1,0018 593 5 598 5 419 4
OPERATING RESULT (MIILLION BAHTT) O S Revenuees Sale G Profit Gross O Operating Proofit N Profit Net
3,410 242 127 77
2,6477 1888 1288 966
3,6662 269 2 172 1 124 1
FFINANCIAL RATIOS R R Return on Assset (%) R Return on Equuity (%) N Profit Marrgin (%) Net C Current Ratio (Times) D to Equityy Ratio (Timess) Debt B Value per Share (Bahht) Book N Profit Per share (Baht) Net
8.91 21.35 2.24 1.48 1.20 1.75 0.38
12.044 25.822 3.644 1.588 1.100 1.988 0.488
13.46 30.51 3.39 1.46 1.43 2.10 0.62
Corporate Value Ethics Integrity P ro fessional of
TThe continuinng success of o Global Coonnections Puublic Companny Limited iss a solid proof of strength in our businesss. On behalf of the Board of Directorss, I would like to express my m gratitude to t our shareholders and our customerrs for their trust t and suupport. Grateeful thanks go g to financiial Institutes who stronglyy support our working capittal. Sincere thhanks extend to our staffss for their conntributions andd efforts. Owiing to our effiicient and hard working forces f the prrofit of the company rises to Baht 124 million in 20110 compared to Baht 96 million in 20009, this equals to 29% increased. Globbal Connections has carrefully revised and devissed its businness operatioon approachhes to focus on strengtheen the internnal fundamental in order to achieve a long term beenefit and addded value to our o business The trendd of plastics and a petrochemical businesss shows conntinuing grow in line with their related industries, i.e.: automotive,, electrical and electronic as a W have expaanded sale of additional prooducts such as a well as coonstruction. We Syntheticc Rubber andd other additive materials. This year we w have signeed distributioon agreementt with BST Elaastomers Co.,Ltd., the largeest producer of Syntheticc Rubbers, Buutadiene Rubbber(BR) and Styrene Butaadiene Rubber (SBR) in Asia, from thhis agreement, we can expect higher in sale revenuue next yearr. Neverthelesss, we continuue to emphasize on total soolution servicees and imprroving efficienncy in all asppects, such as, a providing advice to our customerrs on markett situation, neew technologgy and deveelopments froom overseass, human ressources deveelopment, creeate good reelationship annd trust with our counterpparts
c govvernance. For the year 20110, our compaany again The compaany continuess to emphasizze on good corporate was rated as “Excellent” (5 STARS) for corporatte governancee (CG) by the Institute of Directorship (IOD). In addition ouur company was evaluateed on qualityy arrangemennt for the annnual general shareholderss meeting (AGM) as “Very Goodd” by Thai Innvestors Asssociation (TIAA). These refflect that our company has h been maintainingg high level of transparrency in bussiness operattion. Not only emphasizee on good corporate governance, the compaany also keepps the policy of o striving towwards businesss excellence without negleecting our environmennt, society and community
(Mr. Virah M Mavichak) Chairman of tthe Board
USIIN B NESSCHARACTER
mpany or GC) is the distributing agentt of plastic, The Globbal Connectioons Public Coompany Limitted (the Com petrochemical and additive, which are used in petrochemical p l and plastic transformation t n process. Thhe company c w which are both domesticss and foreignn companies leading in is the diistributing aggent for 27 companies, petrochemical and plaastic resins prroducts in term ms of producttion capacity and technology such as SCG Plastics S Cement Pcl), Thai Plaastic and Cheemical Pcl, ExxonMobile E Co., ltd. (a subsidiaryy owned 100 percent by Siam m Polystyrenee Co., ltd, Chhi Mei Corpooration, and etc. e By this Chemical, DuPont Peerformance Poolymers, Siam reason, the Company is consideredd to be the Thhai distributorr who providees the most vaariety petrochhemical and plastic reelated products for Thailandd. The Com mpany was established onn September 27, 1994 byy five experieenced foundeers who eachh has been working in petrochemical industry for f more than 20 years with the companny initial regisstered capital of 2 million o April 1, 19995. The knowwledge and experience of founders coincided with Baht andd began fully commercial on the rapidd emerging petrochemical p industry in Thailand T creaated the rapidd growth for the Company. The sale amount inn the year 20110 was 3,662 million Baht or o 38% increaase from the year y 2009. The visioon of the Com mpany is to be b the best partner p for solutions and service s in industrial raw material. m The companyy does not only be the distrributor for varrious productss in petrochem mical and plastic industry, but also be the providder for knowleedge and tecchnology to cuustomers/endd users in ordeer to form long term strateggic partnership with the customerrs as well as the t suppliers.
Compaanny’s revenue growth from 1995-2010 ѥBaht MillionјҖѥьэѥъ 4,000
3,500 3,000 2,500 2,000 1,500 1,000 500 0
1995 1996 19977 1998 1999 2000 2001 2002 2003 2004 2 2005 2006 20007 2008 2009 20110 юҍYea ё.ћ. .ar
2538 2539 2540 0 2541 2542 2543 2544 2545 2546 2547 2 2548 2549 25 550 2551 2552 2553
Role of Distributing Agent In general, big produceers such as ExxonMobil, Eaastman, and Chi Mei and others in Petrrochemical inndustry do mselves becaause of the sccatter location of end-useers, high costs of each not distribuute their prodducts by them trade transsaction. Furthermore, end--users of plasstic are mostlly used the variety v of plasstic raw mateerial in the production process. As end-users peerspective, it isi too compliccated to direcctly buy each raw material from f each b shows transaction without w role of distributing agent. a producers.. The picture below
Trade transaction without distributing agent Supplierr S1
r from The esseential of distribbuting agentss for petrocheemical industry is to connecct the combinned product ranges the variouus producers to serve the various needss of end-userrs/ customers,, and to minim mize logistic cost c of each transactioon. The comppany can deliver value addded to bothh suppliers annd customerss by satisfy economy e of scope to the number of o customers/ end-users annd satisfy economy of scalee to big produucers simultanneously The next picture showws role and beenefit of distribbuting agent in petrochemical industry wwhich is similar to role of distributioon channel foor consumer products which regularly generate tradde transactioon at the supeermarket or hyperstorre such as TeescoLotus, Maakro, and BigCC. In additioon, the barrieer for new entry in petrochhemical distributing agent is that the ppetrochemical producers usually appoint only onne or two disttributing agennts in each country as geneeral practice.
Role and benefit of distributing aaggent
Economy of Scale to Suppliers
Global Connections PLC. C1 C Customer
Economy of Scope to Customers
Corporate Value Focus Partnership Strive for Better
EVENUESTRUCTURE R b can be categorized into three business-unitts. The Company’s main business 1. Business Unitt 1: Commodity Polymer Buusiness Unit 2. Business Unitt 2: Specialty and Engineerring Polymer Business Unitt 3. Business Unitt 3: Specialty Chemical Business Unit
Organizational Structure by Busineesss Units
GC Business Unit 1
Busiiness Unit 2
Business Unit 3
Specialty & Engineering E Polymer
Sppecialty & Chem mical
1 1. 2. PolyolefinPEET & PVC
-Thhai PET Reesin -Thhai Plastic & Chemical C -IRRPC Polyol -RIIKEN -Otthers
3. Specialty Polyolefin
1. Engineering Plastic & Syynthetic Rubbeer
2. Themoplastic Elaastomers & Traansparency
-DOW (C8) -SABIC -The Polyolefin -Nova Chemical -DOW (NUC) -Others
-DuPont -Chisso -SABIC innoovative -ExxonMobiil (EPDM / Buutyl Rubber) -DIC (PPS) -Reinforcem ment Compound -BSTE Others
-ExxoonMobil (Santooprene Produuct) -Eastm man Chemical -ExxoonMobil (PE & PP Metalocene) -TPE Compound -Caboot Plastics -Lubriizol -Others
-Siam Polystyrenne -Chi Mei Corp. -Denka -Nova Chemical -SAMSUNG -Styron (ABS) -Others
1. Additivve & Adhessive
2. Petro Chemical
- ExxonMoobil (Adhesive) -AKZO NO OBEL -Trigon Chemical -Qualichem Specialties -Fuji Chem mical Industries
-Cheevron Philipps -OCVV (Thailand) -Rio Tito Mineeral -Daliaan Richon Chem m -Nanocor -Otheers
-Ion Phasee -Others
The Company’s produuct-Others ranges from commodityy polymer, speecialty and enngineering poolymer to speccial additive G Connecctions PCL iss one of the oonly two Thai distributors chemical which contriibute high proofit margin, Global o product raanges from common commodity graades polymerrs to speciaal grade polyymers. The variety of Companyy’s revenue 3,678 3 million Baht in 20100 contributed from Commoodity Polymer (B.U.1) 66% % (or 2,425 million Baaht), Specialtyy & Engineering Polymer (BB.U.2) 29.2% (or 1,074 million Baht), Sppecialty Chem mical (B.U.3) 4.4% (or 162 million Baaht) and from other incomee 0.4% (or 16 million Baht)
Due to gloobal economicc turbulence in 2009 especially the auutomotive andd electronics industries which were severely im mpact. So we get back to focus on com mmodity plasttic which lesss impact. Howwever the com mpany still focus to exxpand markett in Specialty Product unitss which contrribute better profit p margin and dependeed largely on technicaal support whhen economicc recovery, Sppecialty produuct growth froom 391 millionn Baht in the year y 2002 to 1,236 million Baht in the t year 2010. COMPANY REVENUES STRUCTURE 2008 -2010: BREAK DOWN BY BUSINESS UNITS REVVENUE STRUUCTURE Commodityy polymer
22008 Amount % (Mil THB)
20009 Amount % (Mil THB)
2010 Amount % (Mil THB)
Specialty and a engineering polymer
Specialty chemical c
Total Sale Revenue R
Other incom me1
Remark: 1Othher income incluuded commissioon income from oversea supplieers, interest incoome, gain on foreign exchangee and gain on disposal asset. a MillionB Baht
3,4473 3,429 3 3,272 3,389
3,000 0 2,500 0 2,000 0 1,500 0 1,000 0 500 0 0 OthersIncome
2004 2005 20006 2007 2008 20009 2010 Year Sp pecialtychemiical Specialtyandengine eeringpolymeer Commoditypolymer
C OMPANYBACKGROUND D
G was estabblished with innitial registereed capital of 2 million Baht on Septembeer 27, 1994. GC
GC was apppointed to be HDPE distributing agentt of Bangkok Polyethylenee Pcl. and increased its G registered and paid-up capital to 5 millioon Baht
GC was appoointed to be distributing G d aggent of SCG Plastics P Co., lttd. (former CCCC Chemical Commerce C ltd., a suubsidiary of Siam Co., S Cement Pcl.) by beginning as a 17th companyy sale rankingg. Moreover G was apppointed to be distributing agent of Easstman Chemiccal, which waas the start of GC o specialty product distribution. GC increased its reegistered andd paid-up capital to 10 millioon Baht.
GC increasedd its paid-upp capital to 20 G 2 million Bahht to supportt the companny expansionn and sales t turnover. GC was appointted to be disstributing ageent of DuPontt Performancee Polymers which w is the w world’s largesst producer of Polyamide66 or Nylon 666. As well as appointed to be distributinng agent for C Mei Corpooration which is the world’ss largest manufacturer of thhe ABS. Chi
GC was appoointed to be distributing G d aggent of Ciba (Singapore) Pte P Ltd. In 20009, CIBA waas acquired by BASF (Thailand) Co., Ltd., the worrld’s class prooducer of addditives chem mical for plasttic and was a appointed too be agent of Owen Coorning Austraalia PTY (In 2009 Owen merged with Gobain’s Reinforcemennt and changeed its name too OCV Reinforcement Co., Ltd), produceer of glass fibber. GC also increased its paid-up capittal to 30 millioon Baht.
GC was appointed to be distributing agent G a of Siam m Polystyrenee (Thailand) CCo., ltd. (Doww Chemical T Thailand), and was appoinnted to be disstributing ageent for Cabot Plastic Hongg Kong Ltd., which w is the w world’s largesst manufacturrer of masterbbatch and Caarbon Black. GC G was increeased its paidd up capital t 50 million Baht to B and sale revenue over 500 Million Baht B
GC was apppointed to be G b distributing agent of Advanced Elastomer E Syystems (AES)), presently a acquainted by ExxonMoobil, which isi the worldd’s largest manufacturer m of rubber compound (Thermoplastic Elastomer)) PP. GC exxpanded finaancial resourcces from 3 tto 6 commercial banks e enabling the Company to expand custtomers with thhe total sale from f 542 million Baht in yeear 1999 to 8 million Baaht in year 2000 or increased by 57% 849
GC increasedd its paid-up capital to 800 million Bahtt to support the company expansion with G w the total s revenue 1,116 millionn Baht. GC inncreased its paid sale p up capittal to 100 million Baht andd moved its w warehouse too Kingkaew rooad. GC was appointed to be distributinng agent of Thhai Plastic and Chemical Pcl.
Inccreased paidd up capital to 100 millioon baht and relocate our warehouse to current location on Kingkaew road, which is thee strategic loccation becausse this locatioon is near cusstomers base and High S effficiency in transportation due to Transpoortation from Suppliers. We have signedd distribution agreement with w Thai Plasttic and Chemicals (TPC) thhe largest mannufacturer off polyvinyl chlooride polymerr (PVC) in Asian
GCC was appointed to be distributing aggent of ExxonnMobil and Rio Tinto Mineeral Asia Pte.,, Ltd., the coompany moveed the headqquarters to Kingkaew K roadd to facilitatee the operatioon. The comppany paid dividends 78 million m Baht and increased its paid-up caapital to 155 million m Baht.
In March, GC was w transform med to public company lim mited, increased its paid-upp capital to 200 2 million Baaht and chhanged its paar value to 1 Baht per shaare with the intention to im mplement an IPO of 45 million sharess. (1.1 million shares for ESSOP at book value v of 1.03 Baht per share and the remain 43.9 s was IPO O and listed in i The Stock Exchange off Thailand million shares for IPO) GC common stock sinnce 6 December 2005
GCC was appoinnted to be distributing agennt of Nanocorr Inc. which is a producer oof additive cheemical.
GCC signed a coontract whichh is a financial support for dealer d financiing with Kasikkorn Bank in K â€ş Dealer Financing Proggram on Junee 6, 2007. Thiis program will w support GCCâ€™s customerr working cappital credit facilities o September 13, 2007 at Sukhothai GCC celebrated 10th Anniverssary Strategicc Partnership with DuPont on Hootel.
GCC was connnected to bee distributing agent of DIC International Chemicaals PTE LTD.. for PPS (PPolyphenylenee Sulfide) whhich is used too replace mettal in Automottive industriess and E/E induustries.
GCC was appoointed to be distributing agent for additive a chem mical of AKZZO NOBEL POLYMER P CHHEMICALS BVV. which is AKKZO NOBEL group of com mpanies in the Netherlands..
GCC was appoinnted to be disstributing ageent of BST Elaastomers Co., Ltd. for Polyybutadiene Ruubber and Sttyrene Butadieene Rubber. At A the same time, the company was term minated agenncy agreemennt of BASF duue to overlapp in some prroduct group.. However, thhe company has contractted with neww supplier, Qualichem Speecialties to repplace those products.
I NDUSTRYOVERVIEWS C Public Compaany Limited’ss business chharacteristic aas a distributinng agent of Regardinng to Global Connections plastics and a petrocheemical produccts, the company’s perforrmance is directly relatedd to plastic product p and petrochemical industryy. The Office of Industrial Economics E reports situationns of both inddustries as thee followings. o January 9,, 2010) (Access on
Plastics Industry Overall Situation of plastic industry Plastic Inndustry is connsidered to be b the main important of Thailand ecoonomic development. Plasstic industry creates more m revenue and employm ment in econoomic system. The T plastic industry surveyy in 2010 founnd that there are approximately 3,5500 factories in Thailand. Most M manufacctures or arouund 80% are small and medium m size o them are loocated in Bangkok and perrimeter area whereas w the reest locates all around the companiees and most of country. The most of plastic finisheed products consist c of plaastic bag andd Monofilamennt/ Yarn, film sheet, auto parts, eleectronics andd electrical apppliances, annd etc. All finished plastic products aree produce to serve both domesticc demand andd also direct and a indirect exxport.
Producttiion Thailand demand of polymer plasticc
Prroduct 20055 PEE, PP, PVC, PS+EPS, P ABSS/SAN 2,7009
SSource: Petroleum Institute of Thailand T Remark* Estimaated number for 2010 PE = Polyethyleene PS/EPS = Polystyrene
PP = Polypropyylene PVC = Poly Vinyl Chloridee ABS/SSAN = Acrylonittrile Butadiene Styrene S
Plastics resin r consumption reflects plastic indusstry productioon. Due to ecoonomic growtth consecutivvely since Q 1-3 of 20010 and goodd sign of economic direction in 2011 with w GDP foreccast around 44%. Good ecconomic will support growth g of consumption andd production. Plastic industry is supportting industriess to other main industries such as automotive, packaging, p E and etc, so plastic inddustry analyssis can be coonsidered via monitoring E&E related inndustries.
Plastic Induustries Trend in 2011 There are some s points too be follow upp as below: Ͳ Auutomotive Industries trend to produce city cars in 2011-2012, incluuding more innvestment in alternative a Ennergy Car. Ͳ Electrical appliance and eleectronics Induustries: to be aware of increasing intereest rate. It willl effect to d residence invesstment, spendding on electrical appliancce such as air condition, teelevision will decrease. maller goods which is morre conveniencce to carry, eaasy to use Annother concerrned factor cooncerned is sm annd cheap. Thhese factors will w effect to plastic produucers who prroduce plasticc parts for appliances shhould change and meet thee customers need n in the futture. Ͳ Coonstruction Inndustries: Govvernment speending in sky train project is more in progress of Redd line Sky Trrain route, Violet Route andd Blue Route which w started end of 2010.
Marketing Import The highesst value of impported plasticc is high valueed added plaastic product mainly importted from Japaan. Due to this producct are unable to indentify. It is difficult too analyze a kind k of plastic resins. The nnext sequence such as film, foil and other cellulaar band are most m import froom Korea.
Export The highesst value of expport product is container products p or paackaging succh as bags, M Monofilament/ Yarn. The major markkets are in Jaapan and USSA. Thailand always deficiit in trade baalance due too some imporrted items could not produced p in Thailand. T Table 1 Plaastic Product Trade under custom tariff 3916-3926 Unit: Million Baht
Amount Export Import Trade Balaance
20003 522,504 699,956 -177,452
20004 60,490 78,114 -17,624
20055 72,6640 85,1173 -12,5533
2006 74,6554 88,6885 -14,0331
2007 87,7881 95,7005 -7,9224
2008 91,8722 98,1066 -6,2344
Soource: Thai Custtoms Departmennt Reemark: * Informaation from Januaary to October 2010 2
2009 80,320 83,056 -2,736
2010* 76,766 88,073 -11,307
Plastic Product Trend in 2011 After big flooding in thhe end of 20110 may lead to t an increase in sale of consumer c gooods in 2011. Moreover; M it f maintenannce purposes such as residdences, buildings or vehicles which dam maged from causes too buy things for flooding. Aforementioned cause will w push morre productivitty product. On O the other hands, theree are some a negative factors in expporting of inteernational market. In positive side, havee more chancce in export. positive and Otherwise, the unstabble in European economics have som me factor to be causios. Raw Materiaal of PetroChemical to produce plastic, theree are 2 projeccts remainingg in Mab Tha Put unable tto operate. Exxpect to be operatingg in 2011 after passed HIA report.
The goovvernment and The OOfffice of Industrial Economics Measure and Policy to cater the situation and support the entreeppreneur Establishment of Plasttic Institute too be a centerr to connect governments, privates, edducation sectoorand other t create thee continued development d of industry eeffectively, cooncrete and concerneed units parties in order to sustainabble. Its functions are colleecting importtant information of industrry, market annalysis, reporrt, including support plastic produucer who require more productivity p and a marketinng which will be increase industrial C of potentiality in world coompetitivenesss. Presently, it’s during thee process of permission reequest from Chairman mittee and dirrector. Plan to t complete the Indusstrial Developpment Foundaation and select Plastic innstitute comm within 1-22 months
Petro-Chemical Industry Petro-Chemical Indduustry Situattiion 2010 2010 Petro-Chemical Industry’s in severe s fluctuaate situation. Products P pricee increase relaated to crudee oil price. p and volatility v of excchange rate faactors are also effect. Supply, political
Domesttiic Market AAccording to number foreecasting of im mport – exportt 2010 compaare with same period of thhe previous year found that valuee of import-eexport of upstream, intermediate and downstream m of petro-chhemical are w econom mic situation recovered. Then T effects to economiccs in many extendedd. Overall caause is the world countriess also improvve; additionally, main petrrochemical exxport countriees for Thailannd. Result too value and quantity of o Thai Petro chemical product import – export extennded. 2009 Thhai have econnomic crisis made m export base dowwn. Then impaact to Growth rate much inccrease 2010.
i and downstreeam 2010 Coonsiderate baasic value of imported pettrochemical inn upstream, intermediate which are amount 10,304.36, 19,8422.52 and 68,880.05 millionn Baht respeectively. Comppare with thee previous o upstream, intermediatee and downsstream of pettrochemical aare extendedd 35.33%, year, valuee of import of 47.20% annd 45.05% reespectively. Anticipation A off Export valuee of upstream m, intermediaate and downnstream of petrochemical are amount 35,247.09, 46,318.885 and 188,0064.38 millioon Baht resppectively. Calculate in percentagee compare with the previouus year 36.80%, 2.65% andd 33.47%.
Quarteer/Year Q1/22009 Q2/22009 Q3/22009 Q4/22009 2009 Q1/22010 Q2/22010 Q3/22010 Q4*/22010 20110* 2010*/20009 (%)
Upstream Petrochemicaal (Millioon Baht) Import Export 1,612.84 1,593.93 3,194.77 3,902.82 10,304.36 3,865.61 3,892.14 3,226.41 2,960.62 13,944.78 35.33
4,035.559 7,868.776 7,298.889 6,562.660 25,765.884 8,785.338 8,640.18 8,995.10 8,826.443 35,247.009 36.80
Intermeddiate Petrochhemical Dowwnstream Petrochemical (Million Baht) (Million Baaht) Importt Export Im mport Export 3,6877.75 5,0077.07 5,5677.59 5,5800.11 19,8422.52 7,0222.35 8,1022.76 6,6222.65 7,4611.13 29,2088.89 47.200
9,405.98 11,036.22 11,683.70 12,997.89 45,123.79 10,798.15 11,971.25 11,834.69 11,714.77 46,318.85 2.665
Source: Custtom information Remarks: * estimates e numbeer
11,369.63 133,947.04 21,281.46 222,281.92 688,880.05 255,057.86 266,062.56 244,275.48 244,719.42 1000,115.32 45.35
29,725.85 35,131.45 37,890.75 38,159.20 1440,907.25 38,879.59 46,696.20 4 49,992.75 4 52,495.85 188,064.38 33.47
Petrochemical Induusstry Trend iinn 2011 Export value of Thai petrocchemical Prodduct 2011 is estimated to increase relatted to extendded of world economiccs. However, the impact froom European economic crrisis make worrld economicss decelerate in i 2011 and to be conntinued to 2012. Also Chinna, the main market m of Pettrochemical inn Asia tends tto be more seelf reliance. Additionaally, the low cost c product from f Middle East tends too enter in Asiaa, market conntinuously. Thhese factors are still range in risk factors f which chance to im mpact Thai Peetrochemical Product. Althhough Thai Governments Mega Prooject, Supporting Project and Maintenaance Project of Public Utility after big flooding will encourage demand of domestic petrochemiccal product. However, H the new entry of o domestic pplants will efffect to less petrochemical import in 2011.
Key Factors to follow up in the industry Ͳ DDomestic Neggative factor especially poolitical stabilityy and natural disaster thatt will impact to t domestic e economic. Ͳ Stability S of forreign exchangge rate of the Baht. Ͳ Risk factors from European Union Econnomic Crisis that predict too World Econoomic deceleraate again in 2 2011.
orporate Culture C Co Proactive Thinking Unity Efficiency
R ICK KFACTORS
8.1 Risk associated with the reliability on major suppliers or manufacturers. ment Pcl.), whhich is 52.8 The highhest supplier proportion is SCG Plasticcs Co., ltd. (aa subsidiary of Siam Cem percent of o total purchhase in 2010. However grooss profit marrgin from SCG G is only 17.225 percent off total gross profit margin of the Coompany. However, this purchasing proportion declines continuously. In 2004, thiss proportion was 63 perccent of total w declinedd to 52.8 perccent of total purchase, evven though thhe Company's purchase purchasee; in 2010 it was amount from f SCG Plaastics Co. , lttd. increase from f 1,225 Million M Baht in year 2009 to 1,709 in yeear 2010 or 39.50% increase due to the correlation of our product and oil price which increasedd compare with the year 2 slightly inncrease from tons 30,671 in i 2009 to tonns 34,614 in 2010 or 13% 2009, butt the purchase volume in 2009 increase.. Hence thhe company tries to expaand variety off products into new markket which the company haas increase supplierss in rubber inndustry. Moreover, the com mpany strateggy still intendds to expand specialty prooduct sales volumes which are prroduced by suppliers moree than 20 supppliers. Most of such supppliers appointted only the Companyy as their ageent in Thailandd. They have higher gross margin rate, lower price risk, high growwth rate and few comppetitor.
8.2 Risk associated with the reliability on the officceers. Due to mostly m sales occcurred thru sales s representative, thereffore sales volume has direct relationshipp with sales representative. The Coompany has risk r associateed with the reliability on sales representaative. If they resign, r their s and proofit especially commodity polymer. p But client maay move followw them that may cause the decrease of sales selling off certain speccialty productts may need knowledge and expertise of sales representative annd technical support from f supplierss. If such salees representattive resigns, thhe Company may encounter problem. However H the Companyy deals with client for a long time so it can redduce risk from m losing the client. The Companyâ€™s managem ment has knoowledge and expertise about all products, includingg continuous training policcy therefore sales reppresentative can be deveeloped to replace continuuously. Moreover the Company has good g client databasee therefore neew sales reprresentative caan track existiing clients eaasily. One impportant thing is when the client connfident the quuality of speccialty productss, they shall not n change too use other pproduct unlesss they have necessarry reason.
8.3 Risk associated with the Accounts Receivable. Now GC seells the goodss in credit term m mostly. Thuus, if account receivable turns to be badd debt significcantly, GC may encouunter a delinqquency risk and a affect thee company’s profitability. However, H GC has sales voolume per client with value not excceed 5% of tootal sales in order o to reducce risk, moreoover GC had the policy to verify the t customers and closely follow f › up finnancial behavvior as well ass payment clients’ creedit before proovide credit to capacity off GC’s custom mers. Now GCC sets the teaam to consideer the credit of o the clients, both new and old one and also set s the creditt approval syystem, which separate froom sale depaartment to coontrol the unssafe sale. Moreover, GC has insuurance, whichh covers the damage d from m account recceivable. It innsures againsst the bad debt of cusstomers, whicch the outstannding is more than 3 hundrred thousand Baht and covvers 90 perceent of total bad debt value. v The minimum insuraance premium m is 3.75 millioon Baht per year y and the maximum prootection is 100 millionn Baht. The innsurance com mpany set inssurance coveerage of eachh client. GC sets the doubtful debt allowance according too the risk of accounts recceivable, the past experieence and thee present stattus of the t reserve clients. Theen GC compaares with the allowance forr doubtful debbt and insurance to verify if GC needs to more doubbtful debt allowwance.
8.4 Risk associated with exchange rate. Nearly all of o the goods bought from foreign supppliers are in US Dollar term m. In 2010, GCC imports thee goods in foreign currrency accounnts for 26.03 percent of tottal purchase. From the foreign currencyy accounts, 99% 9 are in US Dollar account. If the t exchangee rate of Thaai Baht againnst US Dollar fluctuates, itt may affect the GC’s profitabilityy. However, too protect the exchange ratte risk, GC follows the movvement of thee exchange raate of Thai Baht againnst US Dollarr closely by asking a the addvice of the bank to deteermine whetheer GC shouldd buy the forward coontacts. GC has the policy that there is not speculatee. GC must not n buy the forward contaccts without the trading obligations. Moreover, GC will not sell s the goodss in advancee without agreee the exchannge rate with the clients or o buy the forward contacts. By theese reason, Thhe Company can prevent a certain level of risk from fforeign exchaange rate.
8.5 Risk associate with working capital Since GCC has to reserrve the inventtory for deliver to the clientts in a short time and credit term of clients is about 77 days, which is longer than the credit term of o suppliers, which is about 20 days. TThis causes GC G have to maintain a number off working cappital for operaation, which has. cash cyycle 57 days. If sale of the company increasess significantlyy, GC may neeed to find more capital souurce, which iss more costly than the finanncial cost in the preseent. GC curreently can purcchase goods from vendorrs such as SCCG Plastics Co., C ltd, SCG Performancee Chemicals Co., Ltd and Thai Plasstic and chem mical for the credit c period of 60 days, however h The Company haas source of m many financcial institutionss which offer lower interestt rate. The Coompany purchhase goods with w cash by fund from financingg from financiaal institutions instead of veender’s creditt in order to take trade disscount from vender, as a result Thee Company has h better grooss profit marrgin. By the way, w The Company still cann utilize trade credit from vendors when w neededd to increase working w capitaal. Currentlyy, as at Decem mber 31, 20110, GC has thhe credit facillities from maany financial institutions i annd still have available amount for more m than 80% % of the total credit amounnt. This makess GC has the stronger working capital a at Decembber 31, 2010. Moreover, GCC is likely to status annd improves thhe debt to equity ratio to be 1.43 times as get the better conditions from bank due to GC’s good perform mance.
8.6 Risk associated with the fluctuations in the price of goods in the world market Although GC sells thee goods to thee domestic cuustomers mosstly, product price p fluctuatees with the world w market because the petrocheemical goods is commodityy produce, which dependss on uncertainn demand annd supply in the worldd market. GC’ss profitability changes according to the world market price as the cycle. There isi the risk in the case that GC buyss the goods inn the high pricce and the prrice declines. This may leaad GC to sell inventory to the clientts cheaper or lower than buying price,, which causee GC’s profitaability’s lowerr or loss in soome cases. However, GC tries lowwer this risk by b keeping inventory in thee optimal leveel of the goodds, which hass high price d all the time. Moreovver, for the fluctuatioon, and followws the changging price frrom the globbal supplier data customerrs, who orderr the big amoount in advancce, GC is suppported abouut the quantityy and price directly d from manufactturers and/or suppliers. Thhis can lower the risk. Furtthermore, speecialties products are few affected by price flucctuation becauuse GC sets the t price accoording to costt plus policy. In quarteer 2 of year 20010, The Com mpany has losssfrom diminiishing in prodducts value foor 4 million baaht and they were reveersed in quartter 3 of year 2010 2 due to thhe product vaalue turned to be higher andd had alreadyy sold out.
8.7 Risk associated with low profit margin Profit marggin of GC is relatively loww, which 60% % of total sale is Commoddity polymer. Thus, factorrs i.e. the fluctuation of interest raate, foreign exchange, quaality of accouunt receivablee and inventoory managem ment could p margin. However, thee continually improvementt of the Comppanyâ€™s perform mance make better the affect net profit working caapital and D//E ratio conssequently enaable the Com mpany to havve better offeer and condition from commerciaal banks. Furtthermore, GCC follows the exchange raate policy, cuustomer credit policy and inventory managemeent policy clossely includingg cost developpment policy, which shouldd lower the risk of low profitt margin. Moreover, Increasing off sales in speccialty productts is the policyy to reduce rissk associatedd with low proffit margin. m 868 million Baht in 2009 to 1,236 millioon Baht in In 2010, the companyâ€™s specialty prooduct growth increases from 4 Thee Company improved grross profit margin m from 7.09% 7 in 2009 to 7.36% % in 2010 2010 (or 42.40%). increasinglly.
8.8 Risk associated with terminates the distributing agent contact. The periodd of distributinng agent contacts are eitheer yearly basiss or 2 years basis b which iss normal practice in the petrochemical industry. Thus, GC will face the riskk from terminaation of agentt agreement iff GC could noot perform t supplierâ€™ss requiremennt i.e. cannott achieve thee sale targett or cannot maintain the required following the infrastructuure. However, GC G has goodd performance continuously and also has h many reggular clients, iincluding devvelop new client grouup in variouus industriess which satissfy the mannufacturers. Moreover, G GC contacts with the manufacturers closely too explain the progress p of domestic saless and market developmentt . Thus, thee manufactureers still reneww the agreemeent although GC G cannot acchieve the sale target because they understandd the reasons. Due to theere is trend of o merger andd acquisition in order to create c value added. So wwhen our suppplier was acquired by b other comppany, it may cause c loss of such supplieer. With this reeason, as at 331 Decemberr 2010 the Company did not reneww agent agreeement with BASF B who acquire Ciba Specialty (Thailand) Co., Lttd. due to overlapping of some prooduct between other supplierâ€™s productss and BASFâ€™s products. t company can find new supplier, Quaalichem Specialties in ordeer to replace thhose productts. However, the
Shareholder Structure As of Deccember 31, 20010
Naame 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.
Mrr. Somchai Kulimakin K * Mrr. Aikachai Sirrijantanan** Mrr. Sumruay Ticchachol Mrr. Bhiya Jriyassetapong Mrr. Somkiat Teerdtultaveedeyy Mrr. Siri Thirawaattanawong Mrr. Suthat Luanngdansakul Mrr. Monthon Kuurasuwan Mrr. Chalit Limpanavet Miiss Siwaporn Jarat Otthers Tootal
Noo. of shares
% of paid-uup capital
46, 4 499,900 28,470,730 27,125,000 26,125,000 9,500,000 8,226,000 2,350,000 2,150,000 2,000,000 1,876,900 45,676,470 200,000,000 2
23.25 14.24 13.56 13.06 4.75 4.11 1.18 1.08 1.00 0.94 22.84 100.00
Remaark: included related person, unnder section 2588 of the Securities and Exchangge Act B.E. 25335 * Mrs. Boonsri Kulimakin who hold 100 sharess. * Mrs. Nisaporrn Sirijantanan who ** w hold 1,345,7730 shares.
Foreign Shareholders as of December 31, 2010 The numbber of foreign shareholder was 4 sharehholders which held 570,0000 shares or 0.229% of paid-uup capital Note: Thee company has a limitationn on the perccentage of eqquity shares held h by foreign shareholdeers stated in the articlee of association no. 7 thatt The companny equity shaares are fully transferable uunless those transferring will causee share of thee company heeld by the foreeign shareholders exceed the 49% of thhe company total shares, the comppany have thee rights to rejeect those transsactions.
Dividend Policy CCompanyâ€™s dividend d policcy is to distriibute to shareholders all funds f surpluss to the investment and operationn requirementts of the comppany as deterrmined by the board and approved by sshareholder meeting, m Our target divvidend payout ration is respect of each financial year is 40% of the companyâ€™s net profit rem mained after taxation, and the appropriation of all kinds of reserve fund stippulated by thee company.
1. Mr. Virah Mavichak 2. Dr. Pisit Leeahtam 3. Assoc.Prof.Chawalee Pongpaattirochna 4. Mr.Suchart Suphayak 5. Mr. Somchai Kulimakin wanloetchit 6. Mr.Veera KKw 7. Mr. Sumruay Tichachol 8. Mr. Aikachai Sirijuntanan 9. Mr. Bhija Jriyasetapong 10. Mr. Siri Thirawattanawong 11. Mrs. Pravishya Hansakui
MANAGEMENTSTRUCTURE & & D DIRECTORS
Mr. Virah Mavichak AG GE 67
Perccent of Sharee holding (%)) 0.00
- M.S. M Chemical Engineering,, University of Texas, USAA - B.S. Engineerinng, Chulalonggkorn Universsity - Directors D Certiffication Progrram (DCP) claass 26/2003 Thhai Institute off Directors (Thhai-IOD) - Role R of the Chaairman Prograam (RCP) classs 17/2007 Thhai Institute off Directors (Thhai-IOD)
CHAIRMAN OF THE BOARD AND INDEPENDENT DIRECTOR 20008 - Present Chairman off the Board 20004 – 2008 Chairman off Audit Committee 20009 - Present Independennt Director 20009 - Present Independennt Director andd Chairman off Audit Committee 25448 - Present Director andd Environmental Advisor 20008 – Feb. 11 The senatorr 20008 - 2009 Chairman off The Board 20001 - 2003 Director genneral 20000 - 2001 Deputy perm manent secretary
Global Coonnections PCCL Global Coonnections PCCL B.S. Metaal co.,Ltd Srivichai VVejvivat co., Ltd L
Refine Teech Co.,Ltd. Senate TPT Petroochemical PCCL Departmeent of Industrial works The perm manent secretaary Office of Ministry M of Industrry
Dr. Pisit Leeahtam AGE 60 6
Percennt of Share hoolding (%) 0.000
- Ph.DD, Economics, Erasmus Unniversity, Nethherlands - M.S., Economics, Erasmus University, Netherlands - B.S., Economics, Erasmus Uniiversity, Netheerlands - Direcctors Certificaation Program (DCP) class 18/2002 Thai Institute of Directors (Thai--IOD)
CHAIRMAN OF THE AUDIT COMM MIITTEE AND INDEPPEENDENT DIRECTOR 2004 - 2008 2001 - Present
2004 - Present 2005 – Present 2001 – Present 2004 – Present 2007 – Present 2006 – Present 2002 – Present 2010 - Present 2008 – Present 2004 – Present
Chairman of the t Board Vice Chairmaan and Chairman of Audit A Committee Chairman Director and Chairman of Audit Committee Vice Chairmaan Director and Chairman of Audit Committee Director Country Chairman President Chairman o thhe Board Director Independent Director and Chairman of Audit Committee
Global Connnections PCL KGI Securities (Thailand)) PCL
Prueksa Reaal Estate PCLL Tira Thai PCCL TPT Petrochhemical PCL. Quality Mineerals PCL. O Hotel (Thailand) ( PCCL. Mandarin Oriental Jardines Maatheson (Thailand) Ltd. Provident Fuund Association Thai Tank Terminal Ltd. C Ltd. P Planner Co., Muang Thaii Life Assurannces Co., Ltd.
Assoc.Prof.Chawaallee Pongpatirochna AG GE 75
Perccent of Sharee holding (%)) 0.05
- Equivalence too Master degree, Businesss Administratioon, The Schoool of Economics a Business Administration in Gothenbburg , Swedenn and - Bachelor Degrree in Accounting, Chulaloongkorn Univeersity - Director D Accreditation Progrram (DAP) claass32/2005 Thaai Institute of Directors (Thaai-IOD)
AUDIT COMMITTEE AND INDEPENDENT DIRECTOR
20004 - Present 19999 - Present 19997 - Present 19995 - 2008 20004 - 2007
Audit Com mmittee Chairman of Audit Committeee Director Executive Director Executive Director
19996 - 2003
RResearch andd Developmennt for Industryy Unit, Institute of Biootechnology and a Genetic E Engineering, CChulalongkorn University G Global Conneections PCL P Phatra Leasing PCL PPhatra Leasing PCL C Unisearrch, Chulalongkorn Universsity Chula T Continuniing Educationn Center, The C Chulalongkorn n University Intellectual Property Institutte , C Chulalongkorn n University
Mr.Suchart Suphayak AGE 53 5
Percennt of Share hoolding (%) 0.000
- Mastter Degree in Business Adm ministration, Chulalongkorrn University - Bachhelor Degree in Accountingg , Assumptioon University - Direcctors Certificaation Program (DCP) Class 72/2006 Thai Institute of Directors (Thai--IOD) - Audit Committeess Program (ACCP) Class 14//2006 Thai Institute of Directors (Thai--IOD) - Direcctors Diplomaa Examination Class 20/20006 Thai Instituute of Directors (Thai-IOD)
CHAIRMAN OF THE NOMINATION AND REMUNERATION,
2008 - Present
2006 - Present 2007 â€“ Present Presennt 2004 - 2006 2004 - 2006 2003 - 2004
Chairman of the t Nomination and a remunerationn Committee Audit Committtee Financial Advvisor Associate Juddge Audit Committtee Audit Committtee CFO
Global Connnections PCL
Global Connnections PCL Rerm Udom m Sugar Factoory Co., ltd Juvenile andd Family Court of Phachinbburi ADDA (Thaiiland) PCL Repax Consstruction Co., ltd. Sammitr Mootor Group ltd.
Mr. Somchai Kulimakin AG GE 53
Perceent of Share holding h (%) 23.25 2
- Bachelor Degrree in Businesss Administrattion, Assumpption University - Directors D Certiffication Progrram (DCP) Claass 62/2005 Thhai Institute off Directors (Thhai-IOD) - Finance for Noon-Finance Dirrector (FND) Class C 2/2003 Thhai Institute off Directors (Thhai-IOD) - Leeadership and CEO Succeession Planninng 4/2006 Thhai Institute off Directors (Thhai-IOD)
VIIC CE CHAIIR RMAN AND CHAAIIRMAN OF EXECUTIVE COMMITTEE 19995 - Present
19888 - 1995 19885 - 1988 19779 - 1985
Vice Chairrman and Chairman of Executive Committeee Vice President G Assistant General Manager Sale Dept. Manager
G Global Conneections PCL
LLiack Seng Trrading Co., Ltd. C Central Pacificc (EX-IM) GmbH, Germanyy M Co., Ltdd. Metro
Mr.Veera Kwanloetchit AGE 49 4
Percennt of Share hoolding (%) 0.000
- Mastter degree of Business andd administratioon, Chulalonggkorn university - Bachhelor degree of o Science, Chulalongkorn university Maajor in Chemiccal engineerinng
PRESIDENT Presennt 2006 â€“ 2009 2001 - 2006 1998 â€“ 2001 1988 - 1998
President Managing Dirrector General Manager Managing dirrector Business mannager and Sales manager of ASEAN to engineering plastic
Global Connnections PCL Thai Houghton 1993 DuPont Viettnam Xaloy Asia (Thailand) ( DuPont (Thaailand)
Mr. Sumruay Tichachol AG GE 53
Perceent of Share holding (%) 13.56
- Bachelor Degrree in Econom mics, Thammaasat Universityy - Directors D Certiffication Progrram (DCP) Claass 72/2006 Thhai Institute off Directors (Thhai-IOD) - Finance for Noon-finance Direector (FND) Class C 15/20055 Thhai Institute off Directors (Thhai-IOD)
EXECUTIVE VICE PRESIDENT: DEPARTMENT OF SALES AND MARKETING 1 19996 - Present
19994 - 1996 19889 - 1994 19886 - 1988 19881 - 1986 19880 - 1981
Executive Vice President : Department of Sales and Markeeting 1 Sale Dept. Manager Direct Salee Manager Sale Representative Sale Dept. Manager Technical officer
Global CConnections PCL P
Siam broother Import-EExport Co.,Ltdd., Thai Polyyethylene Co., ltd. Siam Cement Tradingg Co.,Ltd. Metro Coo., Ltd. Bangkokk Steel Industrry PCL
Mr. Aikachai Sirijuntanan AGE 46 4
Percent of Share holdding (%) 13.556
- Mastter Degree in Business Adm ministration, Chulalongkorn C n University - Bachhelor of Science in Industriaal Chemistry, King Mongkutâ€™s Innstitute of Technology Northh Bangkok. R Institute of Tecchnology - Bachhelor Degree in Polymer Enngineering, Rajamangala - Certiificate Chemiccal Engineerinng, Rajamanggala Institute of Technology
EXECUTIVE VICE PRESIDENT: DEPARTMENT OF SALES AND MARKETING 2
- Direcctors Certificaation Program (DCP) Class 69/2006 Thai Institute of Directors (Thai--IOD) - Finannce for Non-FFinance Directtor (FND) Class 15/2005 Thai Institute of Directors (Thai--IOD) 1995 - Present
1986 - 1995 1986 - 1988
Executive Vice President : Department of Sales and Marketing 2 M Sale Dept. Manager Instructor of Polymer Engineering Faculty
Global Connections PCL
S Trading Co., C Ltd. Liack Seng Rajamaangala Institutte of Technoloogy
M Mrr. Bhija Jriyasetapong AG GE 50
Perceent of Share holding (%) 13.06
- Bachelor Degrree in Businesss Administrattion, Assumpption University - Directors D Certiffication Progrram (DCP) Claass 69/2006 Thhai Institute off Directors (Thhai-IOD) - Finance for Noon-Finance Dirrector (FND) Class C 15/20055 Thhai Institute off Directors (Thhai-IOD) - Director D Accreditation Progrram (DAP) claass 30/2004 Thhai Institute off Directors (Thhai-IOD)
EXECUTIVE VICE PRESIDEEN NT: DEPARTMENT OF SALES AND MARKETING 3 Preesent
19995 - Present
19889 - 1995 19883 - 1989
Director, Nomination N and remunneration Committeee Executive Vice President : Department of Sales and Markketing 3 Sale Dept. Manager Sale Dept. Manager
Global Connections PCL
Global Connections PCL
Liack Sengg Trading Co.., Ltd. Metro Co.,, Ltd.
Mr. Siri Thirawattanawong AGE 47 4
Percennt of Share hoolding (%) 4.11
- Bachhelor Degree in Business Administration A , Assumption University - Direcctors Certificaation Program (DCP) Class 72/2006 Thai Institute of Directors (Thai--IOD) - Finannce for Non-FFinance Directtor (FND) Class 15/2005 Thai Institute of Directors (Thai--IOD) m (DAP) class 30/2004 - Direcctor Accreditaation Program Thai Institute of Directors (Thai--IOD)
EXECUTIVE VICE PRESIDENNTT: DEPARTMENT OF ADMINISTRATION & OPERATION
1995 - Present
1992 - 1994 1990 - 1992 1987 - 1990
Director, Nom mination and remuneraation Committee Executive Vicce President Department of o Administration and Operation Sale Dept. Manager Sale Dept. Manager Sale Represeentative
Global Connnections PCL
Global Connnections PCL
Liack Seng Trading Co., Ltd. Talomsin Plaastic Co.,Ltd. MC Plastic Co.,Ltd C Îµ´
Mrs. Pravishya Hansakul AG GE 47
Perccent of Sharee holding (%)) 0.05
- Bachelor Degrree in Businesss Administrattion, Assumpption University - Graduate G Diplooma in Auditinng, Thammasat University - Directors D Certiffication Progrram (DCP) Claass 87/2007 Thhai Institute off Directors (Thhai-IOD) - Exxecutive Deveelopment Program (EDP) class c 2/2008 Thhai Listed Com mpanies Assoociation
VICE PRESIDENT - FINANCE & ACCOUNNTTING DEPARTMENT 20002 - Present Vice Presideent Finance and Accounting 20001 - 2001 Finance Planning & Accounting Manager Accounting & Financial 19998 - 2001 Controller A Finance & Accounting 19991 -1997 Manager 19998 -1990 Senior Auditor
Global Connnections PCL GlaxoSmithKKline (Thailand) Limited Block Drug Company (Thhailand) Limiteed C. Melcherss & Co., (Thailand) Ltd. PricewaterhouseCooperss ABAS Ltd.
MANAAGEMENT STRUCTUR S E Management structure com mprises with three t committees which aree the Board of Directors, thhe Executive Committee, and the Audit Committee detaiil as the followwings; Bo oardofDi rectors
The eNominationand Remun nerationCom mmittee
The ePresidentO Office
Sales& Marketingg Departmentt1
Saales& Marketing Depaartment2
Sales& Marketing nt3 Departmen
Hum manResource e and Administratio on
Finance& & Accountt
T Board of The o Directors Memberss of the Boardd of Directors as of 31 Deceember 2010 1. Mr. Virah Mavvichak * Chairmann of the Boardd and Independent Directoor Vice-Chaairman 2. Mr. Somchai Kulimakin Director 3. Mr. Sumruay Tichachol Director 4. Mr. Bhija Jriyaasetapong Director 5. Mr. Siri Thirawwattanawong Director S 6. Mr. Aikachai Sirijuntanan Independdent Director and Chairman of Audit Committee 7. Dr. Pisit Leeahtam * A Prof. Chawalee C Ponngpatirochna Independdent Director and Member of Audit Com mmittee 8. Assoc. 9. Mr. Suchart Suphayak S Independdent Director and Member of Audit Com mmittee Secretaryy to the Boardd is Ms.Pornpiimol Torpaibooon
Thhe name(s) of authorizeed directors to sign on behalf of thee Company Mr.Somchaai Kulimakin Mr.Siri M Thirawwattanawong Mr.Phiya Jriyaasetapong Mr.Samruay M Ticchachol Mr.AAikachai Sirijuntanann , two of five of these direcctors have thee power of Atttorney signedd with Companny stamp
Sccope, Authoorities and Duties D of thee Board of Directors D The Board of Directors has authorityy in managem ment and operration of the Company's C business in acccordance meetings, hass authority with the lawws, objectivess, the Articless of Associatioon, and the reesolution of shhareholdersâ€™ m to formulatte the policiees and directtions, the finaancial management, the risk managem ment, to supeervise and control the Management to compliancce with the asssigned policiies efficiency and effectiveely, to be respponsible to mation accurrately and the sharehholders, has to preserve the shareholders' interest, and discloose the inform completelyy with the stanndard and thee transparenccy. In additionn, the Board of o Directors iss authorized to t appoint the directoors, and/or thee executives to act underr the scope of o authority annd duties of tthe Board of Directors, unless the acts of the following matters which shall be approvedd in advance by the sharehholdersâ€™ meeting: Any isssues stipulateed by law thatt resolutions of o shareholderrs must be soought. (aa) (bb) Any traansaction in which w the direectors have the t interest annd there is a law or provission of the Stock Exchange of Thailand prescribes p thaat there must be b the approvval of the shareholders' meetinng for such traansaction. In this connection, the director d who has h the intereest or has the conflict of intterest in any m matter is not entitled to m cast the voote for such matter.
Thhe Executive Committee Members of thee Executive Committee C as of o December 31, 2009 o the Executive Committeee 1. Mr. Somchai Kulimakin Chairman of Executive Committee 2. Mr. Sumruayy Tichachol Executive Committee 3. Mr. Bhija Jriyyasetapong 4. Mr. Siri Thiraawattanawongg Executive Committee 5. Mr. Aikachai Sirijuntanan Executive Committee
S Scope, Authhorities and Duties of thhe Executivee Committeee 1. TTo plan andd formulate the t Companyy’s policies, directions, strategies, s wwork plans, organization o s structure, maanagement sttructure, and business disscipline to proper with thhe circumstannces of the e economy andd the market’ss competition for f proposingg to the Board of Directors’ approval. 2. To T plan and formulate f the Company’s business b plann, annual buddget, line of aauthority for proposing p to t Board of Directors’ the D appproval. 3. To T audit andd follow the implementattion of the Company’s C a assigned policies and management m d directions efficiently and suupport the Coompany’s bussiness perform mance. 4. To T take consideration for approval a of auuctions or hiree of works with company or person with the budget s scope not excceed 150 million Baht. 5. To T recruit or dismiss d the Company’s C staaff in management level exxcluding Manaaging Director/ President a the Comppany’s directoors positions. and 6. To T supervisee and checkss the outcom me of the Company’s dailly operation in accordancce with the C Company’s business plan approved by the Board of Directors. 7. To T sign on anny documents which related to withdraawal documennt from the CCompany’s baank account under the connditions and liimitations which approved by the Boardd of Directors. 8. To T permit the Company’s expenditures e on the approvved annual buudget withoutt any limitationn. 9. To T sign on contract whichh binding thee Company foor the period from 1-3 yeaars and not exceed e 150 million Baht. 10. To T invest or invest in capittal expenditure (not exceeed 150 millionn Baht) or the transaction fixed f on the a annual budgeet approved by b the Board of o Directors. 11. To T finds out the t financing for investment or invest inn capital exppenditure whicch was approoved by the Board of Directors, or refinance the outsstanding liabillities under the better termss and conditioons. 12. To T approve extra compenssation for stafff (Bonus) in accordance with the approvved budget by the Board o Directors. of 13. To T approve thhe rising of sttaff’s compensation in accoordance with the approvedd budget by thhe Board of Directors. 14. To T act as apppropriates for any duties whhich shall be assigned a from m the Board oof Directors.
mpany as Howevver, the Execcutive Committee shall deelegate its poowers to the Managemennt of the Com approppriates for approving of one or more finaancial issues under the autthorized scope of power. Neverttheless, the above a delegation of authorrity shall be in accordancee with Thailannd legislations and the Compaany’s the articcles of association. Moreovver, where the conflicts of interest of the Executive Director(s) D occurrred of the proohibited persoon under the provision of SEC, S the Executive Comm mittee shall preesent that issue to the Board of Directors for taking thhe considerattion, and the Executive Director(s) whoo has the t cast the vote for such matter. conflicct of interest iss not entitled to Nonethheless, any trransactions which were in relation r or relaated with the receiving or sselling the Coompany or affiliatee Company’s assets under provision off SET, shall bee approved by b the shareholder’s meeting and/or acted as stated in thhat provision.
Thhe Managem ment Members of thee Managemennt as of Decem mber 31, 2010 Chairm man of the exeecutive comm mittee 1. Mr. Somchai Kulimakin Presiddent 2. Mr. Veera Kwwanloetchit 3. Mr. Sumruayy Tichachol Executive Vice Pressident Department of Markeeting 1 4. Mr. Aikachai Sirijuntanan Executive Vice Pressident Department of Markeeting 2 5. Mr. Siri Thiraawattanawongg Executive Vice President Deppartment of Administratioon Operaation Executive Vice Pressident Department of Markeeting 3 6. Mr. Bhija Jriyyasetapong P Department of Acccounting andd Finance Vice President 7. Mrs. Pravishyya Hansakul
Sccope, Authoorities and Duties D of thee Managing Director 1. To manages and operates Companny’s normal business b in accordance a wwith businesss policies, plans and strategies approved by thee board of Dirrectors. 2. To permits any normal transaction of the Companyy including offfering, contraacting, purchaasing, and hiring within the amounnt of 30 Millioon Baht or in accordance with the authhority assigneed by the D Board of Directors. 3. To assignss any responssibilities of thee Company’s management and operation to the Mannagement or to the staff accordingg to organization structuree approved byy the Board oof Directors inn line with a the Comppany’s articles of associatioon. the Laws and
4 To recruiits, appoints, transfers, dissmiss, lay-off, assigns wagges of all Com 4. mpany’s staffss below the managem ment level inccluding appoointing employer’s represeentative for thhe Company’s provident fund com mmittee. 5 To issuees any ordeers, practicess, declaratioons, and meemorandums involving operation in 5. accordannce with the policies andd for preservve interest off the Companny and for keeping k the Companyy’s discipline. 6 To acts as 6. a appropriatees for any duties which shaall be assigned by the Boarrd of Directorss. The Managing Directoor/President shall s be under direct supervising of the Board of Dirrectors and shall directly report to the Board off Directors. Thus, the Mannagement Direector/Presidennt shall perfoorm in the direections and a by the Board of Directors. D policies assigned Nevertheeless, the above delegation of powerr shall be in accordancee with Thailand legislationns and the Companyy’s articles of association. Moreover, whhere the conflicts of interessts of the Mannaging Directoor/President occurred or the prohibbited person under u the SECC’s provision appeared, the Managing DDirector/President do not have powwer for approoval that matter and shall present thaat issue to thhe Board of Directors forr taking the consideraation. Nonetheless, any trannsactions, which were in relation or relaated with the receiving or selling the Company C of a under the SET provvision, shall be b approved by the shareeholder’s meeeting and/or affiliated Company’s assets p acts as stated in that provision.
T Audit Committee The C Members of the Audit Com mmittee as of 31 3 Decemberr 2010 1. Dr. Pisit Leeeahtam* 2 Assoc. Proof. Chawalee Pongpatirochhna 2. 3 Mr. Suchart Suphayak 3.
Chairman of Audit A Committtee Audit Committtee Audit Committtee
All of them m have adequuate expertisee and experieence to revieww creditability of the financial reports Secretaryy to the Audit Committee iss Ms Pimchayaa Aokchim
Sccope, Authoorities and Duties D of thee Audit Com mmittee 1. To review the sufficienccy, credibility and objectiviity of the financial reporting by coordinating with the externaal auditors and managemeent responsible for preparinng the quarteerly and yearlyy financial reports. Thhe audit comm mittee may suuggest issuess or matters too be includedd for review or o audit by the externaal auditors during its audit of o the companny. 2. To review the adequaccy and effecctiveness of the internal control c systems and internal audit b coordinating with the external e audittors and internal auditors, and to deteermine an functions by internal auddit unitâ€™s independence, ass well as to appprove the apppointment, traansfer and dismissal of the chief off an internal audit a unit or anny other unit in charge of an a internal auddit. 3. To review compliance with w the Secuurities and Exxchange Actss, Regulations of the SET, and any other relevant laws. 4. To consideer and advisse the appointment of the external auditors includding the auddit fee by consideringg the indepeendence, creeditability, thee adequacy of its resouurces, the firrm's audit engagemeents, and the experience of o its supervisory and profeessional staff, as well as too attend a non-managgement meeting with an auuditor at least once a year. 5. To consideer compliancce with all coonnected transaction discclosures or tthe conflict-of-interests disclosuress, to ensure thhat they are inn compliance with the lawss and the Exchhangeâ€™s regulations. 6. To take caare of any othher matters asssigned to it by b the board of directors, such as reviewing the company'ss financial annd risk manaagement policies, reviewing compliannce with the Code of Corporate Conduct of the manageement, and reeviewing withh the compaany's manageement, all r whichh must be dissclosed to thee public accoording to the law (e.g. Mannagement important reports Discussionn and Analysiss (MD&A), etcc.). 7. To report the activities of the audit committee inn the compaany's annual report, whichh must be c Thhe following innformation shoould be includded in the signed by the chairman of the audit committee. report. t company's financial repporting proceess and the disclosure of itss financial 7.1 Coomments on the infformation, whhich must be correct, c sufficient, and creddible. 7.2 Coomments on the t adequacyy of the compaany's internal control systems. 7.3 Sttatements on whether the company's c auditor is suitabble for re-appoointment.
7.4 Comments onn compliance with the Securities and Exxchange Acts, Regulations of the SET, and any other relevant lawws. 7.5 Comments onn the transacttions that mayy lead to conflicts of interessts. T number of the audit committee c meeetings, and the attendance of such meetings m by 7.6 The each committtee member. 7.7 An A opinion orr overview comment receivved by the audit committeee from its perfformance of duties in accoordance with the charter. 7.8 Other statemeents that sharreholders andd general investors deem too be considerred under t scope of the o the functions and ressponsibilities assigned too them by the board. T of servicce: 3 Years Term
T Nominaation and Reemunerationn Committeee The Members of the Nomination and Remunneration Comm mittee as of December 31,22010 S Chairmann of Nominatioon and Remuneration Com mmittee 1. Mr. Suchart Suphayak Nomination and Remuuneration Com mmittee 2. Mr. Bhiya Jriyyasetapong mmittee 3. Mr. Siri Thirawwattanawong Nomination and Remuuneration Com
S Scope of duuties and ressponsibilities of the Nom mination and Remuneraation Comm mittee 1. To elect individuals or consider candidates who w are quaalified to beccome Board of Director mittees, accorrding to the Board B of Direcctor membersship criteria memberss or member for the comm for recom mmendation too the Board off Director. 2 Review and 2. a advice that t the numbber of directoors is sufficient and approopriate for thee company, paying special attentioon to the quaalification of members m of thhe Board of DDirectors whoo must have e diversified knowledge, ability and experience. 3 Propose and elect for the successioon of the com 3. mpany’s Manaaging Directorr or company’s president to proposse the Board. 4 The Nom 4. mination and Remuneration R n Committee regularly r repoorts performance and submit it to the Board of Directors. 5 Regularlyy review the appropriatene 5. a ess of principple to consideerate remuneration to alignn them with the comppany’s goals and a the intereests of the shaareholders.
6. Consideratte appropriatte remunerattion or other benefits of Board of Director and Managing Director/Prresident and propose to Board B of Direcctor and sharreholders’ Meeeting for appproval that considerate factor as follows r Beest practice inn industry for considerate remuneration. Peerformance annd size of com mpany. Reesponsibility, knowledge and experience of director. o and comments c from the Nominnation and 7. Disclose thhe remunerattion policy annd available options Remunerattion Committeee in the Annuual Report 8. Consideratte appropriatte remunerattion to attracct executive for a long time in line with the company’ss performancee and sharehoolder’s benefitt. 9. Perform othher duties as assigned by the Board of Directors. The Remunneration Com mmittee is direectly responsible to the Booard of Directors. In addittion, the Chairman and members of o the Remuneeration Comm mittee have a term t of three years. y The authorrity of the Rem muneration Coommittee shall not include the authority to approve transactions which w may cause a conflict c of inteerest with the Company or any transaction in which memberss of the Rem muneration Committeee or their connnected personns have an interest or beneefit that causees a conflict oof interest acccording to the SET’s regulations. r T approval of said transsactions is reqquired to be proposed to the Board of Directors The and/or Shaareholders of the Company for their coonsideration and a approval in accordancce with the Company’s C Articles of Association or o relevant lawws, except forr the approval of transactioons in the norm mal course off business a coverred by existingg guidelines approved a by the t Board. which are already
Thhe finding foor the Boardd of Directorrs According to the Comppany’s regulattions, The Noomination andd Remuneration Committeee shall selectt qualified B of Direectors consistts of at least 5 Directors who appointeed by the persons too become dirrectors. The Board Shareholdeer Meeting witth Majority deecision in resppect to the rulees and measuures as followws: 1. Individual election e by the shareholders 2. Under 1., there is an onee vote per onee share
3 The sequuence of perssons who beinng appointed started from the highest vvotes shall bee appointed 3. respectivvely as the Dirrector(s) as eqqual as the tootal number off the directorss which will bee appointed or elected in that periood. However,, when there are two or moore persons ggetting the saame amount w causedd to exceed the sum of apppointing or electing of the Directors in that period, of votes which the decission of the Chairman of elecction shall preevail. There is a number of one-third o of thhe Board of Directors D shall retire in eacch annual genneral meeting. Where the o the Board of o Directors cannot exactlyy divide by thrree, the total number of rettiring Directorr(s) shall be number of the closeet number of o one-third. The retiring Director(s) in i the first and a second years after Company’s transform ming shall be selected s by the lucky draww. Otherwise, the longer Directors shall be retired. However, the retiring Director(s) D undder this clausee may be re-eelected. Except foor the number of the Boardd of Directors is not enouggh for the com mpletion of its meeting, Whhere there is the unocccupied Directtor(s) caused by any reasoons other thann from the duuration expiredd, the Board of Directors shall apppoint the persoon(s), who quualified, and not n prohibited by laws, to be b the replaceed Director(s)) in the next Board of Directors’ meeting. In casse of the duration of the replaced r Director(s) is lesss than 2 months left, the replacingg Directors(s) shall be on thhat position ass long as the left duration of o the replaced Director(s). Where thhe number off the Board of o Directors iss not enough of the comppletion of its m meeting, the rests of the Board of Directors shall manage, on o behalf of the t Board of Directors, meerely for setting up the Shhareholder’s meeting for f election off the entire unnoccupied Dirrector(s).
T rules off Nomination of Independent Directors The T proceedding of finding the independent Dirrectors The Firstly, thhe Nominationn and Remuneeration Comm mittee shall coonsider the peersons who hhave the qualifications as defined by the regulation of SECC, and intenttly support thhe Company’’s businessess with their appropriate potentialss. Then, the Shareholder’s S Meeting shall consider forr approval on the final stepp. In case of any a vacancy occurs inn independent directors othher than by rootation, the Booard of Directtors shall eleccts a person who w has the qualificattions to be inddependent directors as reeplacement foor the remaining term of thhe independent directors whom theey replace and then inform in next shareeholder meetinng.
Q Qualification of Independdent Directors 1. Holding shhares in total not n more than one percent of total sharees with voting rights of the Company, C its Parent Company, C its Subsidiary, itts Affiliate or other juristic person whichh may have Conflicts C of Interest proovided that the share held by related peerson of indeppendent directors shall be inclusive;. 2. Not being a director having particippation in the managemennt, an employyee, staff, advisor who C its Parent Com mpany, its receives a regular salary, or Controlling Persoon of the Company, Subsidiary, a subsidiarry in the sam me level, its Affiliate A or othher juristic peerson which may m have o Interest, exccept for havinng passed froom such the position for nnot less than two years Conflicts of before apppointment; 3. Not being a related person by bloodd or registration under lawws, such as father, motherr, spouse, C sibling or children incluuding spousees of childrenn of Executivees, Major Shaareholders, Controlling Person, orr such other person who will be nomiinated to takee up the possition of Execcutives or Controllingg Person of thee Company or its Subsidiarry; 4. Having no business relaationship withh the Companny, its Parent Company, C its Subsidiary, its Affiliate w may haave Conflicts of Interest in the manner wwhich may intterfere his or other jurristic person which or her use of independeent judgment as well as noot being Majoor Shareholdeer, a director who w is not p who have h business relationshipp with the an independent directoor, or an Exeecutive of a person S its Affiliate or otther juristic person which may have Company, its Parent Coompany, its Subsidiary, Conflicts of o Interest, exccept for havinng passed froom such the position for nnot less than two years before apppointment; 5. Not being an auditor of o the Compaany, its Parennt Company, its Subsidiarry, its Affiliatee or other juristic perrson which may m have Connflicts of Interrest, and not being a majoor shareholdeer, a nonindependeent director, an executive or o a managingg partner of ann audit firm foor which the auditors a of the Compaany, its Parennt Company, its Subsidiaryy, its Affiliate or other jurisstic person which w may have Confllicts of Interesst work; exceept for having passed from m such the poosition for not less than two years before b appoinntment; 6. Not being a professional service prrovider, includding a legal consultant orr financial advisor who receives wages w of moree than two million Baht per year from thee Company, its Parent Com mpany, its Subsidiary, its Affiliate or other juristic person whhich may havve Conflicts oof Interest. In case the professionaal service proovider is a juriistic person, a major shareeholder, a nonn-independennt director, an executiive and a managing parttner of the professional p s service providder shall be inclusive, except for having passeed from such the t position foor not less thaan two years bbefore appoinntment;
7 Not being a director appointed ass a representtative of the Company’s 7. C bboard of direcctors, Major a related to the Companyy’s Major Shaareholder; andd Shareholders or shareeholders who are 8 Not havinng other charracteristics which result in not capable to provide inndependent opinion 8. o with regard too the Company’s businessees.
Remuneration R n Monetary Remuneration (1) Remunerationn for the Board of Directors From Fiscaal year end DDecember 31, 2009 and December 311, 2010, the number of meeting m and the t amount oof annual grattuity for the Board of Directors as the followings
1 2 3 4 5 6 7 8 9
Mr. Virah Mavichak Dr. Pisit Leeeahtam Assoc. Prof. Chawalee Mr. Suchart Suphayak* Mr. Somchai Kulimakin Mr. Sumruayy Tichachol Mr. Bhija Jriyasetapong Mr. Siri Thiraawattanawong Mr. Aikachai Sirijuntanann
Chairmann of the Boardd Chairmann of Audit Com mmittee Audit Com mmittee Audit Com mmittee Vice Chaairman Director Director Director Director
ANNUAL REPORT 2010
Attendance// Number of Meeting forr Board of Direect 2009 20110 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4
5//5 5//5 5//5 5//5 5//5 5//5 5//5 5//5 5//5
Attenndance/ Num mber of Meetingg for Audit Com mmittee 2009 2010 4/4 4/4 4/4
5/5 5/5 5/5
1 Mr. Suchart Suphayak*
Chairman of the Nom mination and Remuneration Comm mittee 2 Mr. Bhija Jriyasetapong J g Nominaation and Rem muneration Committtee 3 Mr. Siri Thhirawattanawoong Nominaation and Rem muneration Committtee
Attendancce/ Number of Meeeting for the Nominatioon and Remuneration Committee C 2009 2010 1/1
2000,000 1660,000 1220,000 1335,000 880,000 660,000 770,000 770,000 660,000 9555,000
250,000 200,000 150,000 195,000 100,000 75,000 105,000 105,000 75,000 1,255,000
R Remark: * The independent direector
Remunerationn M Meeting Fee 1 2 3 4 5 6 7 8 9
Mr. Virah Mavichak* Dr. Pisit Leeeahtam* Assoc. Proof. Chawalee Mr. Suchart Suphayak* Mr. Somchhai Kulimakin Mr. Sumruay Tichacholl Mr. Bhija Jriyasetapong J g Mr. Siri Thhirawattanawoong Mr. Aikachhai Sirijuntanaan
Chairman of the Boaard Chairman of Audit Committee Audit Committee C Audit Committee C Vice Chhairman Director Director Director Director Totaal
R Remark: * The independent Direector
t meeting allowances a peer each meetinng as showedd in the table above, a the company had h grant Besides the monthly compensation c n to four independent direcctors as a tottal of 1,140,0000 THB per yyear in 2007 and a allocate bonus for nine directors as a total of o 1,905,000 THB T and 1,6005,000 THB in 2009 and 20010 respectiveely. Anyway a by shareholder s m meeting in am mount which not exceed 4,0000,000 THB all remunnerations are approved (2) Remunerationn for executivve directors and manageement committtee For the Fiscal year ended 31 December D 20010, remunerration for exxecutive direcctors and management m committee tottal of seven was w 30.11 milliion Baht in forrm of salary aand bonus.
O formss of remuneration Other The company has established provvident fund siince 2000, the companyâ€™s contribution to the provideent fund for the manaagement execcutives (The Managementt committee) totaled 2.95 million Baht iin 2009 and 3.04 million Baht in 2010. The Com mpany also prrovided autom mobile for the 7 managemeent committee members.
Corporate Culture Happiness Adapt to Change
GOVERNANCE THEPRINCIPLESOFFCORPORATE G
mpany emphasize the impoortance of Corporate Goveernance (CG) which it is a practice to structure the The Com leadershiip in line withh transparenccy, responsibility, and generate businesss competitivveness for susstaining the capital innvestment off shareholderrs and enhannce the sharre value bacck to the lonng term shareeholders in accordannce with the ethic, e and respponsible to booth stakeholdeers and socieety as a wholee. In order to build the business growth continuously and to create c the trust to investorrs and stakehholders, the companyy had regulateed the compaany’s vision, mission, objeective of Corpporate Governnance, code of conduct, employeee manual,business strateggic direction, business plaan and budgeet by appointinng management team to propose all issues to the t board of directors d for consideration c to express and a debate prior to mutual agreement and apprroval.
Good corporate governance policy in the year 2010 The Com mpany duly coomplied with the principless of good corporate governance for lissted companies 2006. In 2010, thee company was w evaluatedd Corporate Governance G by b the Thai Innstitute of Direectors Association (IOD) which corporate-governance scores rated “Exceellent” (5 STARR) benchmarkk. This is two consecutive years y which the comppany gets the 5 stars CG raating after onlyy three years join evaluatedd program In 2010, the t Companyy has continuoously observed the good coorporate goveernance policy.
Righhts of shareeholders: Thhe Company allowed minoor shareholdeers to proposse agendas and name of direectors for thee Annual Genneral Meetingg of Shareholders in advaance during t January 20011. The com mpany establisshed the transparent procedures and Deceember 2010 to criteria and publiccized them onn the companny’s website and a notified the shareholders through S Exchangge of Thailandd which shareeholders able to propose m more than 30 days. d the Stock
Equitable treatm ment of shaareholders: The T company organized thhe shareholdeers’ meeting on Thursday 8 Appril 2010 at meeeting room of o the Global Connections C PPublic Compaany Limited. t facilitate shhareholders too join AGM frrom The Stockk Exchange The company proovided a van to of Thhailand.
The coompany also made availabble the letterss of invitation as well as thhe agenda iteems of the meetinng on the com mpanyâ€™s webssite to enablee the shareholders to studyy all the inform mation for decisioons at least 30 3 days. The document materials includded the direcctorsâ€™ opinionss for each agendda item and proxy p authorization letter, including thee details of ddocument reqquired for authorrization to faciilitate the sharreholders For thhe shareholdders who coould not atteend the meeeting, the coompany recoorded the sharehholdersâ€™ meetting to produuced VCD for shareholdersâ€™ request aand released it on the compaanyâ€™s website to inform theem of the meeeting in addition from the m minutes of thee meeting availabble to the shareholders thhrough the Stock Exchangge of Thailannd and the companyâ€™s c website. Â‰
Roles of Stakeholders: The company reeviewed and rectified its code of connduct and postedd on compannyâ€™s website. The code of conduct was printed and deliverred to all employyees for comppliance. Moreeover, the com mpany has sett the channelss to receive complaints c on CG ethical conduuct. There waas no petition in 2010.
Discloosure and Transparenc T cy: The commpany informss performancce of the company to Analyssts and investtors in Opporrtunity day off the Stock Exxchange of TThailand everry quarter. The coompany discloses its infoormation, financial statemeents and otheer notices through the Stock Exchange of Thailand or o the compaanyâ€™s websitee. Investors ccan reach companyâ€™s c D att telephone orr e-mail. Investoor Relations Department
Respoonsibilities of o the Boardd of Directoors: The Boarrd of directorrs resolved too upgrade the goood corporate governance standard s in accordance with w the Good Corporate Goovernance Standaard of the listted companiees in 2006. In 2010, Directors always attend for meeting m of Board of Directors. The companny is also considering for proportion of independennt director more than 50 percent with the Goood Corporatee Governancee Policy.
The Board of directors has h continuedd to strengtheen its commitm ment in good corporate govvernance prinnciples for the sake of the shareholders andd stakeholdeers with an aim to deveelop the supervision staandard to internationaally-acceptedd levels accoording to the guideline annd direction related to Thhe Stock Excchange of Thailand (SSET) and Securities and Exxchange Commission as the following,
Section 1 Rights and Equitable Treatment of Shareholders Realize thhe importancee of shareholdders’ equitable rights
Shareholders shall s obtain relevant maaterial of coompany infoormation onn a timely, suffiicient and appropriate for f decision making. The company hass policy to sennd the invitation letter togeether with the relevant docuuments and p to the information on eaach agenda item to the shareholders not less thaan 14 days prior m of the meeting correctly for shaareholders insspection,the meetting and will record the minutes company realizess the importannce of sharehholders’ right in access too comoany’s information. The company will add details of issues for consideraation, reasonss and impaccts of each agennda.
Partticipate and vote in shareholders’ meetings m All shareholders s possess equual rights to express theirr opinion andd/or concern to acquire explaanations and ask additionaal question in association with w the operation of busineess.
Righht of equitabble Treatment Besiddes above-m mentioned , All A shareholdeers possess equal e basic rights such as a rights to receive share cerrtificates and rights to trannsfer shares, rights to elecct and removve directors, t share in proofit of the com mpany. rights to approve the appointment of auditorrs and rights to
Shareholders Meeting M Sharreholders shoould receive letter of invvitation to thhe meeting aand the letteer contains information relatinng to the loccation, date, time and aggenda. Shareholders may request to a agenda of meeting and mayy pose questions In advannce prior to direcctors to add additional meetting date. Besiddes, The Chhairman, Execcutive Directoors, Audit Coommittee, Auuditor and legal adviser shouuld participatee in the shareeholders’ meeetings to answwer questionss. The minutees of Shareholdeers Meeting will w be presented in the nexxt Shareholders Meeting for acknowledggement. Afterr the minute haas been apprroved by the meeting, m The Company shaall keep it in a safe placee for verification by concerrned party.
SSeection 2 Rights of Stakeholderrss The compaany believes in good relationship and well w cooperattion between the Companyy and the stakeholders will enable the companyy to bring susstainable growwth. Hence thee board of dirrectors assignns the code of o conduct r The booard of directors announcees the code of o conduct that emphaasizes the impportance of stakeholders’ rights. to the boarrd of directorss and all employees as guiddeline for regular practice.
Princiiples and coore Values These thirteen princciples have been approvedd by the Boarrd of Directorss. It is expected that all t activities for the comppany. directoors and each employee follow these prinnciples in all their 1. Hoonesty 2. Prromise-keepinng and Trust Worthiness W 3. Keeep Confidential Business Information 4. Prrofessionalism m 5. Integrity 6. Leeadership 7. Coompliance to law & Regulaations 8. Looyalty 9. Faairness 10. Em mpathy 11. Reespect to otheers 12. Coommitment too Excellence 13. Reeputation andd Honor
Treatm ment of stakkeholder 1. 2. 3. 4. 5. 6. 7.
Poolicies and prractices towarrd shareholdeers Poolicies and prractices towarrd staffs Poolicies and prractices towarrd customers Poolicies and prractices towarrd trading parrtners and/or creditors c Poolicies and prractices towarrd competitorrs Reesponsibility to t the community and Society Ennvironment, Health H and Saffety in work place p
Connflict of intereest On the t subject of conflict of interest, all sttaffs have to comply with the policy too avoid any activvity, investmennt or any form m of benefit, that t result in losses of inteegrity or reputtation of the company and alsoo of staffs.
Com mpany’s righht of ownership of Inform mation All of o us strictly comply c with policy, p rules and a regulationns including aany guidancee set by the company to save its informationn.
The gathering of o informatioon relevant to the comppetitors, including produuctive and mation techhnical inform We comply c the poolicies which concern about finding thee information oof competitors, including prodductive and teechnical inform mation. We will w not perform m any proceddure that is prrohibited by law (Theft, Graft) or not authoorized by codde of conducct in order to obtain the competitor’s c information
Polittical Activityy and Particiipation The basic policy of the compaany specify thhat the comppany will not ccontribute mooney or any resource of the coompany for enncouraging poolitical action to political paarties, candidates except mocracy. Thee company coomply with related r laws if it is allowed by the law and supports dem and regulation to ensure that thhe right of stakeholders aree well taken caare of.
Section 3 Information Disclosure and Transparency The Boarrd of directorss values the im mportance of disclosure of accurate, adequate, regular and timely information of the coompany. Therrefore the company has the policies too organize finnancial statem ments which display the companyy’s financial sttatus and perrformance, shhareholders sttructure and the t Corporatee Governancee Policy that is transpparent, auditable. Furthermore, the company c has established an Investor Relation Division to disseminate informatioon to sharehollders and seccurities analyssts to understaand the comppany on equall basis. The Boarrd of directorrs is responsiible for financcial reports of o the companny and the finnancial inform mation in its Annual Report. R The finnancial reportt is prepared in accordancce with Geneerally-Accepteed Accountingg Principles (GAAP inn Thailand byy choosing ann appropriate policy and practice p on reegular basis). In addition, all relevant informatioon will be adeequately disclosed in the reemarks to finaancial statemeents.
The compaany has appoointed the auddit committeee to verify finaancial report and internal aaudit system to ensure efficiency & transparenncy of the operation, o inccluding followwing the company policies and related laws, consideringg nomination and remuneration of auditoor.
SSeection 4 Responsibilities of the Board
Boardd of Directorrs compositiion The Booard of directtors shall consist 9 directors, a chairman, a vice chairman and dirrectors, of which 4 of 9 are inddependent diirectors as 444% of the entiire Board of ddirectors whicch comply by laww and regulation. No less than one-thirdd of directors shall be Indeependent directors who have no n business reelationship orr any other rellationship withh the companny which may affect the directoor’s independdent exercise of o discretion
Durattion of the teerm of servvice of directtor The Board of Direcctors has set the duration of the term of o service of ddirector in acccordance with thhe Articles off Association of the Company. In every AGM, onee-third of the board of directoors, or if their number is noot a multiple of o three, then the number nnearest to onee-third will have to retire from the t post. The Company’s directors, d whoo must be retirred in the firstt year and mpany registrration, shall be selected byy means of loot drawing in the second year after the Com whereaas, in the subbsequent yeaars, the directtor who has been in the pposition for thhe longest periodd will be retiredd. The retiringg director mayy be reelectedd again.
Separration of possitions The chairman of thhe board of directors is an independent director who does noot have a managgement positiion under thee principle off segregationn of roles in policy formulation and oversigght from thoose in operaations managgement. Besside, the com mpany has the audit committee that connsist 3 indeppendent direcctors. The funnction of the audit committee is to m balancce and revieww operations management.
Sub-ccommittees The suub- committeees comprise of o 2 committeees, the audit committee and the Nominnation and Remunneration Com mmittee. The audit comm mittee consistts of 3 indeependent direectors for Corporate Governaance. The authority a of this t audit coommittee is described under u the T audit com mmittee holdss meetings reggularly once in every 3 managgement structture section. The months and report directly d to thee Board of direectors.
The Nomination and a Remunerration Committtee consists of three mem mbers. The auuthorities of N annd Remuneraation Committeee are described under the managemeent structure the Nomination sectiion. For the t Corporate Governance Committee and a the Risk Management M CCommittee, thhe company has not establisheed policy beccause the esttablishment must m take into account sevveral factors so thhey are conceerned in monthhly executive meeting.
Board of Directoors’ meetingg The Company’s policy p arrangee at least 4 tim mes per year for a board oof director meeting which c meeeting at leasst once everyy month for was hold 5 timess in 2010 andd Executive committee t meeting conssidering short term and lonng term strateegy. There shaall be directors attending the not leess than half of the total nuumber of directors to compplete the quorrum. The secrretary to the Boarrd will inform and a send the notice of the meeting to thhe Board of Diirectors. The secretary s to the Board B will infoorm and sendd the notice of o the meetingg which contaains details of date, time and place togetheer with agendda and relatedd documents to the Board of Directors 7 days prior m of thee Board is abble to raise to thhe meeting foor an approprriate consideration. The member moree agenda andd present ideaa openly and directly. The Company’s ssecretary will record and take minutes of the meeting. The Board of Direectors appointts a companyy’s secretary to t support thee function of thhe Board of Direcctors. The seccretary’s dutyy is prepare aggenda, invitattion for meetinng and arrangge meeting, incluuding advisingg about law, rule and the regulation forr the meeting and preparee minutes of the meeting m for the chairman’s approval prioor to submittinng for the meeeting acknowledgement.
Repport of the Board B of Dirrectors The Board of Direectors are reqquired by thee Securities and a Exchangee Commission, to report s selling or buying including their spouse and immature chhildren. The their company’s share Company Secretaary shall conseequently keepp such reports for referencces. Moreoverr, they need to dissclose information regardinng their own interests and any interestss of their relatted persons to the Company’ss Secretary. This informattion will enabble the comppany to duly prepare its o related parties’ transacttions, which could c cause conflict of interrest. disclosure report on
The remunerationn of directorrs and the managemen m t Directors’ remuneration: The Compaany has speccified directors’ and manaagement’s remuneration clearly annd with transsparency. Thee remuneratioon of directors will be a retain comparablle with similar industry andd will be apppealing enouggh to attract and qualified directors. d Morreover the diirector who iss assigned m more responssibility will obtain morre appropriatee remuneration accordinglyy. The manag gements’ rem muneration: Thhe managements’ remuneeration is baseed on the policy that set by The Company’s Board of Directors in conjunction with the mpany and eaach individual director. performancce of The Com The Board B of Directors assignss the Nominaation and Remuneration CCommittee to consider compeensation of thhe director. Thhe directors’ remuneration should be comparable with w similar industry and take innto account thhe performancce of The Com mpany as welll.
Succeession policyy The Board of Direcctors assigns the Nominattion and Rem muneration Coommittee to prepare p a successsion plan forr the position of CEO/President to ensure that the coompany is maanaged at all the time by CEO with approprriate competency and skillss.
Orientation for Neew Directorss and Enhancement of Business KKnowledge The Booard of Direcctors assigns the secretaryy of the Boardd to prepare information foor all new directoors so as to inform them of o the businesss of the com mpany, a direcctor’s roles, duties d and responnsibilities andd compliance with the company’s corporate c goovernance Poolicy and practicces. Simultaaneously enccourage all directors to t have beetter knowleddge and undersstanding of coompany’s bussiness to enhaance their rolee as an efficieent directors. Moreover, the company has policy to improove knowledgee to directors regularly.
Assesssment of Performance P of the Boarrd of Directoors To enssure that opeeration is in linne with the seet goals, the Board of direectors requirees that the managgement reportts the results of actual opeeration in comparison with sset targets onn a regular basis. In the eventt that operatioon fails to peerform as plaanned, the Booard of Direcctors shall requesst the manageement to proppose plans to resolve the situation s and sshall provide corrective strateggic directions.
p oof the Board themselves. t The Board of Direectors has policy to assesss the annual performance The criteria for suuch evaluationn will be related to the annual business plan in shoort and long term.
Section 5 Conflict of interest In order to t protect anyy occurrence of conflict of interests, the company haas policy whicch prohibits thhe directors, executivees and staff to take advaantages of thheir roles and their dutiees for benefitts. In the evvent of the transactioons with connflict of interrest may posssibly occur, the Board of Directors will carefullyy take into consideraation in the interest of thee company. Moreover a Policy P and Procedure on the approval of related transactioons such as purchasing or o selling betwween juristic company c andd persons invvolved will be conducted under thee rules and coonditions which were condducted with thhe same standard as that of an externaal vendor. In case of the connectedd transactionss occurred arre not normal case, the related departm ment of the Coompany will f considerattion and givinng opinion thaat they have gather these information to proposee to the Auditt Committee for C noormal practice with the fairr price beforee they will be perused by been connducted accoording to the Company’s the Boardd of Directorss once again. In addition, the Companyy shall be obliged to compply strictly with securities trading laaw and relateed rules and regulations governing thee Securities and a Exchangge. In any traansaction in which cooncerned perssons are perssons whose personal p intereest may confllict with the CCompany’s intterest, such persons will w not be eliggible to vote approval a of suuch transactioons.
Section 6 Internal Control and Internal Audit systems
Interrnal Control and Internal Audit systems: The Board of Directors annd The Audit Committees C havee reviewed thee internal control systems of o the Company with execuutives regularly and gave its opinion o that the t Companyy has an adeequate approopriate internnal control syystems and sufficcient to protecct its assets from serious misconduct m orr other irregularities in mannagement of the Company C such as settingg authorizatioon and writingg operational regulations as well as recognition of the importance of o internal conntrol systems.. An independdent Internal Audit A Office a operation units of the company aree in compliannce with set is esstablished to ensure that all operrating procedures and to coordinate c with external audditor. The Inteernal Audit Offfice reports direcctly to the Auddit Committeee. Furthhermore, the Company haas system to keep importaant documennts for verificaation of the audittor and legislaative authorityy.
Utilizattion of Inside Informationn: The Comppany has a policy goverrning utilizatioon of the Compaany’s inside information i by directors and executivess for personaal gain, discloosure it to other persons incluuding selling or buying seecurities. As well w as all dirrectors and executives e c stricttly with securities trading law of the Office O of Seccurities and Exchange must comply Comm mission regardding disclosurre their tradingg of securitiess of the Comppany as follows The Coompany’s policy is to uphoold ethics andd conduct its business b with integrity to customers, supplieers and the shareholders of o the Company, within its regulations r annd Code of Coonduct. In case of o inside infoormation of thhe Company is utilized by the executtives or employees for personnal gain or revelation confiidential inform mation to outssiders includinng making traansactions that may m pose pootential confliict of interesst, these acttions are serrious misconduct and disciplinary punishm ment may be taken. a) Thee company will w notify the board b of direectors and exxecutives whoo perceive insside informationn that may afffect the pricee of securitiess. to refrain froom trading thheir shares off the company one o week beffore and 24 hours after finaancial statement has been revealed to the t public and prrohibit disclossure of inside information too others. b) Thee company has h instructedd its directorss and executtives to report any changge in their holdingg of securitiees of company in accordance with secttion 59 and pprovisions on penalties sectionn 275 stipulatted of Securitiies and Exchaange Act B.E 2535 and thee regulations of o the SET including to their spouses andd children leess than 21 years of agge. The direcctors and Executives must suummit one coppy of the securities disclossure report too the Companny and the s day. Securities and Exchhange Commiission on the same
SSeection 7 Risk Management The company gives im mportance to risk manageement system m by assessinng and settinng the company’s risk b operration risk annd financial risk of the company. The company hass initiated constantly relating to business c of mannagement team and all suppport functionns in every moonth to settle strategies managemeent meeting consist and policiees to reducee the company’s risk andd assign relaated departments to moniitor risk and report to managemeent team.
b have direct annd indirect reesponsibility towards the customers, society s and GC realizzes that its businesses the comm munities in which w we operate. GC unddertakes a widde variety of social contribution activities, to help address the needs off communities in regions where GC coonducts business, so the company haas policy to a well as conntributing to socio-econom s mic development by regulaar plan for soccial responsibbility activity operate as every yeear. In 2010, the companny had activitty with our staffs s who paarticipated too donate connsumer and necessityy thing to handicapped at KARUNYAWEET Foundationn for persons with disabiliteed in Chonbuuri province. However, the company donated 10,000 Baht to KARUNYAWE K ET Foundationn also. Moreoverr, the companny allocated budget b to helpp other disadvvantage persoon including to flood victims which are presented below; f victims to the Thai Reed Cross Society. ¾ Donaated 200,000 Baht to help flood ¾ Donaated computeer and equipment in Computer for disaadvantaged yyouth project which was estabblished by thhe ministry of o informationn and communication tecchnology andd the stock exchhange of Thailand. ¾ Donaation book with w five boookcases in amount of 1000,000 Baht to improve reading for disaddvantaged yoouth across the t country and a three souuthern provincces with donaation to the “Deliver future delliver book 5500 schools projject”.
Donation book with five bookcases
ChomchonÍ˛Banpa P School,Maehoon Pa S ngson
ChomchonÍ˛Watjunkapor S School,Pathumthanee
KoadinÍ˛Priwan S Schooo ol,Sukhothai
BandonÍ˛Klang S School,NakonNaiyok
BandonÍ˛Klang S School,Nakonpanom
the date of 31st December 2009 and 2010 has the sum of the debts at 5.50 and 1.31 million Baht respectively
Sirichantanunt, the major
shareholder and director of
the GC company) was the
major shareholder and
million Baht respectively
of the debts at 1.50 and 0.00
2009 and 2010 has the sum
the date of 31st December
petrochemical products, on
Purchase the instant
petrochemical products, on
(brother of Mr.Aikachai
director of the Integrity
Trade the instant
Mr Chanchai Ruckthananon Mr.
Integrity Plastics Co.,Ltd Co Ltd
Description of Transactions
Description of Relations
Related Company / person
8 95 8.95
22 16 22.16
For product development and also ensure customer satisfaction. The company engages Integrity Plastic Co., Ltd. (IPC) to blend and keep secretes of product formulation. IPC will buy raw material in market price and sell back to the company with its raw material cost plus blend service fee. The Audit Committee considers that these transactions were normal businesses transaction t ti andd related l t d with ith market k t price. i
There were normal businesses and transactions of the GC Company with its customers. Therefore, the Audit Committee found that they were normal businesses and transactions of GC company and they were in relation withthe related market prices
Necessaries and reasons of transactions
(Unit: Million Baht)
New Modern Superpack S Co.,Ltd.
Vector Solution Co.,Ltd
Related Company / person
Mr. Wichan Nanthananonchai, The major share holder of New modern is an elder brother of Ms. Ms Boonsri Kuleemakin (shareholder of 100 shares) who is a wife of Kuleemakinâ€™ss Mr.Somchai Kuleemakin (major shareholder and director of the GC Company) and also be director of New Modern Company
director of Vector Solution
the major shareholder and
director of GC Company), is
(major shareholder and
Trade the instant petrochemical products, on the date of 31st December 2009 and 2010 has the sum of the debts at 0.00 and 0.81. million Baht respectively
Thirawattanawong, elder sister
of Mr. Siri Thirawattanawong
Purchase the office supply
Description of Transactions
Description of Relations
There were normal businesses and transactions of the GC Company with its customers. Therefore, the Audit Committee found that they were normal businesses and transactions of GC company and they were in relation with the market related prices.
There were purchase of computers and parts for the GC Companyâ€™s business operations. The Audit Committee found that they were normal businesses and transactions of GC company and they were in relation with the market related prices.
Necessaries and reasons of transactions
(Unit: Million Baht}
Description of Relations
Mr. Hook Tichachol, Mr Tichachol the elder brother of Mr. Sumruay Tichachol which is the major shareholder and director of the GC Company, is the major and director of 21 Construction Company. p y
Related Company / person
21 Construction Co.,Ltd Co Ltd
GC company’s directors who is Mr. Aikachai Sirijuntanan
Sell car in the position to all directors and executives which had set in rule of the Company since 2005
Payment for the building and warehouse’s construction
Description of Transactions
0 11 0.11
0 17 0.17
Sizeof Size of 2010
The Audit Committee found that they were normal transactions of GC company and they were in rule of the Company.
Due to 21 Construction Co., Co Ltd was the constructor of the GC company’s warehouse and office. Later, the land surface around warehouse got the problem therefore the GC company was hire the mentioned company to fix the problem. Therefore, the Audit Committee considered and found that theyy were normal businesses and those transactions were in relation with the contracts and reasonable.
Necessaries and reasons of transactions
(Unit: Million Baht}
ISCUSSION& A OF O D ANALYSIS O OPERATING RESULTS&FINANCCIIALPOSITION
Analysis ooff Overall Performance TThe distributiion business of the plastic resins, plaastic, and peetrochemical related products needs relatively highh working caapital. The keey success factors of thiss business depend on the inventory management, the logistic systems that meet the clientsâ€™ needs in time, cosst of capital, receivables g profit m margin, to buiild up more management and sales reevenue. Due to this busineess has low gross s revenuee will result in good net proofit. sales
Sales revenue TThe Companyy had total saales revenue of o 3,662 millioon Baht in 2010, increasedd 1,015 millionn Baht from last year or equivalent e to 38.32%. Thhis was due to t the improvvement of purchasing powwer and the increase in selling s price led by higher oil price reesulting from global econoomic recoveryy. Another reason of thiss rise was the growth of thee relevant induustries such as a packaging and automottive sectors, e etc.
Financial Operating Results In 2010, total cost of saless and operatinng expenses were w 3,506 million m Baht, or 38.18% incrreased from l year. Ouur major expeenses was coosts of goods sold, an incrrease of 37.92% from last year which last w in line wiith the increasse of sales reevenue. The costs of goodds sold comppared to saless value was was m maintained froom 92.91% too 92.64% in 20010 due to neearly the samee average grooss profit marggin. GC incurred 114 million Baht G B in selling and adminisstrative expennses, an increease of 46.57% from last y year. This waas due to the reversal of allowance a for diminution in value of inveentory in 20099 amounting t 21 million Baht to B whereas there was noo such transacction in 2010.. Additionaally, in 2010 thhere was an i increase in personnel p exppenses due too both annuaal salary adjustment and the additional number of s as per buusiness expansion. staff Interest expenses were 7 million m Baht, or o 17.53% higgher than last yearâ€™s. This was due the rise in short t loan reqquirement during the yearr resulting froom the increaase in both aaccounts receeivable and term i inventories cooupled with thhe upward trennd of interest rate during 2010.
m Baht in 2010 versus 96 million Ass a result of the discussedd factors, our net income rose to 124 million Baaht in 2009 orr equivalent too 29.06% increeased.
CCoomparison of Financial Position (FY20100//2009) Asssets: As of 31 3 December 2010, GC recorded totaal assets of 1,018 1 million Baht, repressenting an inccrease of 1900 million Baht from last yeear. This waas mainly duee to the increease in trade accounts receivable and inventories. The assets with major channged were ass follows: mber 2010 tottal current assets showed 866 million Baht, B an increaase of 190 million Baht Ass of 31 Decem orr 28.07% increeased from laast year. Thiss was mainly due to the inccrease in tradde accounts receivable r of 123 million Baht from 3886 million Bahht in 2009 to be 508 million Baht in 2010 resulting from our buusiness expannsion into Synnthetic Rubbeer market whicch has longerr credit term. In addition, the major poortion of accoounts receivaable or equivvalent to 73.334% was not yet due ressulting from the higher moonthly sales revenue. While inventoriees showed 3225 million Bahht as of 31 December 2010, an increasse of 59 millioon Baht or 222.07% increassed from last year. This was due to the t higher invventory unit ccosts comparred to last yeearâ€™s. In adddition, the lonnger lead tim me of some im mported prodducts had caaused the company to maaintain high leevel of inventoory for our maain customers. Liaabilities: As of 31 December 2010, GC recorded r totaal liabilities of 598 million Baaht, an increaase of 166 million Baht or 38.23% increeased from thhe previous year. y The maajor liabilities were short-teerm loans froom financial institutions annd trade accoounts payablee. The endinng 2010 balaance of short--term loan waas 350 millionn Baht versuss 220 million Baht as of 2009 or equivaalent to 59.099% increasedd resulting froom higher acccounts receivvable and inveentories. Thiss was also caaused the Debbts to Equity Ratio R rose to 1.43 times coompared to 1.10 times of 2009. 2 o 2009 as Soources of Funnds: The struccture of GCâ€™ss funds in 20110 was not much different from those of they were in teerm of short-term liabilities. The majoor liabilities were w short-term m loans from m financial insstitutions, bannk overdrafts, and trade acccounts payabble.
SShareholdersâ€™ Equity: As of o 31 December 2010, thee portion of shareholdersâ€™ equity amounnted to 419 a increase of o 24 million Baht, or 6.14% %, due to a risee in net profit from operatioons of fiscal million Baht, an y 2010 deducted divideend paid. year Liquidity: In 2010 GC had better liquiditty. Since after listed, GC had h good fundd from the IPO O proceeds a the end off 2005 and the working caapital from deeposits redem at mption at the bbeginning of 2006. This c caused a bettter working caapital manageement to reduuce the cost of o fund. In 2010 GC had h a current ratio at 1.46 times compaared to 1.58 times in 2009. The key facctor was the increase in shhort term loans and trade accounts a payaable in accorddance with saales growth.
AUDITCOM MITTEE’SREPORT Y YEAR 2 2010 MM
S To: The Shareholders The Audit Committee of o Global Connnections Pubblic Companyy Limited, whicch was appoiinted by the resolution r of the Boardd of Director’ss meeting, connsists of threee independent directors as follows: 1. Dr. Pisit Leeahtam L 2 Assoc.Proof.Chawalee Pongpatirochn 2. P na 3 Mr. Suchaart Suphayak 3.
A Committtee Chairman of Audit Audit Committtee Audit Committtee
For the year 2010, 2 the Auddit Committeee had indepenndently accom mplished their assigned taasks with no limitationss in gatheringg the Companny’s informatioon in any asppects. The Audit Committeee had organizzed totally 5 meetingss with concernned managem ment, these meetings m incluuded external auditor 4 meeetings. Furthermore The Audit Committee had 1 meeting inn separate exxecutive sessions with the external audditor. The main important issues caan be summarized as followws: 1. The Audit Comm mittee consideered the reviewed quarteerly financial statement annd the auditeed financial w external auditor. Thee Audit Comm mittee believeed that The Company’s stateement for thee year 2010 with finanncial report waas made in acccordance witth Generally Accepted A Acccounting Princciples and thee disclosure of innformation waas sufficient, complete annd reliable. Moreover, M Thee Audit Comm mittee believeed that the exterrnal auditor fuulfill their dutiees with suitablle and complyy with professsional accounting standardd. 2. The Audit A Committtee appointedd head of inteernal audit funnction and appproved internnal audit plan for the year 20111. The Audit Committee believed that the t plan was appropriate by covering all significannt operating activvities and siggnificant risks affected thee Company business b in accordance a wwith the Com mpany’s risk asseessment whichh the Audit Coommittee had reviewed andd agreed withh. 3. The Audit A Committtee reviewed internal auditt activities to comply c with the approved internal auditt plan. And also discussed inndependentlyy with internaal auditors to obtain inform mation, inquirre and providde valuable noticces and suggestions, incluuding follow up the correcttion of significcant issues ass reported in the internal auditt report. The Audit A Committee believed that t the Comppany providess appropriate internal auditt system.
A Committtee reviewedd internal conntrol system and provideed valuable ssuggestions regarding 4. The Audit internaal control systtem and any risks r which the Company may m encounteer such as arrrangement forr new ERP (Enterpprise Resourcce Planning) software. Thee Audit Comm mittee believeed that the Company has adequate internaal control system in order to protect orr reduce any significant rissks which maay occur, including the control is operating effectively. 5. The Auudit Committeee consideredd the Compaany budget foor the year 20011 with conccerned managgement to obtain information, inquire i and provide valuabble notices and suggestions. T Companyyâ€™s compliancee with legislattures of the SEC and the reegulations 6. The Auudit Committeee reviewed The of the SET and lawss relating to the Companyâ€™â€™s business. The T Audit Com mmittee believved that The Company v complyy with related laws and reggulations and not found anyy significant violation. 7. The Auudit Committeee reviewed the t connectedd transactionss or the transactions that m may lead to conflicts c of interessts, includingg the disclosure of certain transactionns. The Audiit Committee believed thaat certain transactions are reeasonable and comply witth the Companyâ€™s normal operating bbusiness, including the disclossure are adeqquate in accordance with thhe regulationss of the SET. 8. The Audit Committee selected and proposed for appointtment of the authorized auditor and coonsidered mmittee propposed the Board B of Dirrectors for further requeesting the remunerations. Thee Audit Com O Limitedd, also recoggnized eitherr of Khun Sharehholderâ€™s apprroval for apppointing Ernst & Yound Office Tippawwan Nananuwwat, C.P.A reegistration nuumber 3459, and/or Khunn Suppachai Panyawattanno, C.P.A. registrration numberr 3930, and/or Khun Termppong Panyawwattano, C.P.AA. registration number 45011. Anyone of them m to be the Coompanyâ€™s Audditor for anothher period of the t fiscal yearr ended 31 Deecember 2011.
(Drr. Pisit Leeahtam) Chairman of Audit Coommittee Global Connnections Pubblic Company
S TATEMENT OFBO ARD O OF D DIRECTORS OA RESPONSIBILITIESFORTHE F FINANCIAL S STATEMENTS
The Boarrd of Directorrs has realizeed the importtance of its roole and respoonsibility on implanting thee corporate governannce principle into the comppany’s managgement. This also means too ensure thatt the companyy’s financial statemennt and financial informationn in the annuaal report is accurate, com mplete and in line with the accounting standard; thus, refleccting the actuual financial status s and opperational ressults of the ccompany andd disclosing s a investors. and adequatee important information to stakeholders In this regard, the Boaard of Directoors has focuseed on improvving the manaagement struccture and inteernal control c off the companyy’s financial statement. s Succh improvemeent also helpss guarantee systems to boost the creditability c is eqquipped with an effective system s to monitor its assetts and to prevvent serious misconducts m that the company and other operational irregularities of o the company. The Boarrd of Directorrs has appoinnted the Auditt Committee comprising of a number oof independennt directors, who are fully qualifiedd under the requirements by the Stock Exchange of Thailand. The Audit Coommittee is mainly reesponsible foor maintainingg the quality of the financcial report and internal coontrol systemss. It is also responsibble for any dissclosure of coonnected trannsactions. Thee Committee’ss reviews on such matters will appear in this Annnual Report and a form 56-1 under the Auudit Committeee’s Report. The Boarrd of Directorss is of the opinnion that the overall o internaal control systems of the coompany can be b regarded as “satisffying”. Thereffore, the Boarrd is confidennt that the coompany’s financial statemeent as of 31stt December 2010 reliaable and is audited in line with the univversally acceppted auditing standards byy the companny’s auditor; so it has reflected thee adequate details d of acccurate financiaal status and operational results accorrds with the acceptedd accounting principles.
(Mr. Virah Mavichak)
C Chairman of the t Board
Chairman off Executive coommittee
FINANCIALSTATEMENT Y YEAR 2 20110 0
GLO OBAL CO ONNECTIO ONS PUBBLIC COM MPANY LIIMITED REPPORT ANND FINANCIAL STAATEMENTTS 31 DECEMB D ER 2010 and 20099
Report of Independent Auditor To the Shareholders of Global G Conneections Public Company Lim mited I have audited the balannce sheets of Global Conneections Publicc Company Limited as at 31 Decem mber 2010 s and 2009, and the relatted statementts of income, changes in shareholders' equity and cash flows for the years r a to their of the managgement of thee Company as then endedd. These financial statemeents are the responsibility correctness and the coompleteness of the presentation. My responsibility r is to expresss an opinion on these financial sttatements bassed on my auddits. I conducted my audits in accordancee with generaally accepted auditing standards. Those standards reequire that a to obtain reasonable assurance about a whetherr the financial statements are a free of I plan and perform the audit m An audit includes examinning, on a tesst basis, eviddence supporting the amoounts and material misstatement. disclosuress in the financial statemennts. An audit also includess assessing the t accountinng principles used and significant estimates maade by managgement, as well w as evaluatting the overaall financial staatement presentation. I believe thaat my audits provide a reasonable basis for my opinioon. In my opinnion, the finanncial statemeents referred to t above preesent fairly, inn all material respects, thee financial position of Global Conneections Publicc Company Limited as at 31 Deceember 2010 aand 2009, thee results of a w generallyy accepted accounting with its operatioons, and cash flows for thhe years thenn ended, in accordance principles.
Thhipawan Nanaanuwat Certified Publicc Accountant (Thailand) Noo. 3459
mited Ernst & Youung Office Lim Bangkok: 24 2 February 2011 2
Global Coonnnectionnss Public Company Limiteedd Notes to financial staatements For the years y endedd 31 December 2010 annd 2009
1. Corporate information Globbal Connectioons Public Coompany Limitted (â€œthe Com mpanyâ€?) is a public comppany incorporrated and dom miciled in Thailand. The Com mpany is principally engagged in the whoolesale of plastic and plasttic-related prodducts. The reggistered officee of the Comppany is at 13/1 Moo 2 King-Kaew Road, Rachateva, Bangplee, B Sam muthprakarn.
2. Basis of preppaaration The financial staatements have been preppared in accoordance with accounting standards enunciated undeer the Accounnting Professions Act B.E. 2547, except for the earlyy adoption of TAS 40 (revissed 2009) Inveestment Propeerty, and their presentation has been made m in com mpliance with the stipulatioons of the Notiffication of thhe Departmennt of Businesss Development dated 300 January 20009, issued under u the Accounting Act B.E. B 2543. The financial stattements in Thhai language are a the officiaal statutory finnancial statem ments of the Company. C The financial stateements in Engglish languagge have been translated froom such finanncial statemennts in Thai langguage. The financial stateements have been prepareed on a historrical cost basiis except wheere otherwise disclosed in the accounting policies.
3. Adoption of nneew accounting standards During the currennt year, the Federation F of Accounting A Professions P issued a numbber of revisedd and new accoounting standdards as listedd below. a)
Accountingg standards that are effecttive for fiscal years beginning on or afteer 1 Januuary 2011 (except Frramework for the Preparration and Presentation P o Financial Statements, which is of immediately effective): *OREDO&RQQHFWLRQV3XEOLF&RPSDQ\/LPLWHG
S Framewoork for the Preeparation and Presentation of Financial Statements (revised 2009) F Stateements TAS 1 (reevised 2009) Presentation of Financial TAS 2 (reevised 2009) Inveentories TAS 7 (reevised 2009) Statement of Cassh Flows TAS 8 (reevised 2009) Acccounting Poliicies, Changes in Accouunting Estimaates and Erroors TAS 10 (rrevised 2009)) Eveents after the Reporting R Perriod TAS 11 (rrevised 2009)) Connstruction Conntracts TAS 16 (rrevised 2009)) Property, Plant and a Equipmennt TAS 17 (rrevised 2009)) Leaases TAS 18 (rrevised 2009)) Revvenue TAS 19 Employee Beneffits Borrrowing Costss TAS 23 (rrevised 2009)) TAS 24 (rrevised 2009)) Related Party Dissclosures Acccounting and Reporting by Retirement BBenefit Plans TAS 26 Connsolidated and Separate Financial Stateements TAS 27 (rrevised 2009)) TAS 28 (rrevised 2009)) Inveestments in Associates A TAS 29 Finaancial Reporting in Hyperinnflationary Economies Inteerests in Joint Ventures TAS 31 (rrevised 2009)) TAS 33 (rrevised 2009)) Earrnings per Shaare TAS 34 (rrevised 2009)) Inteerim Financial Reporting TAS 36 (rrevised 2009)) Imppairment of Asssets TAS 37 (rrevised 2009)) Provisions, Contingent Liabilitiees and Continngent Assets TAS 38 (rrevised 2009)) Intaangible Assetss TAS 40 (rrevised 2009)) Inveestment Property TFRS 2 Shaare-Based Payyment Bussiness Combinations TFRS 3 (rrevised 2009)) TFRS 5 (rrevised 2009)) Nonn-current Assets Held for Sale S and Discoontinued Opeerations TFRS 6 Expploration for and Evaluationn of Mineral Reesources Agrreements for the t Construction of Real Esstate TFRIC 155
y beginninng on or after 1 January 20013: Accountingg standards thhat are effectiive for fiscal years TAS 12 TAS 20 (reevised 2009) TAS 21 (reevised 2009)
Incom me Taxes Accouunting for Govvernment Grants and Discloosure of Goverrnment Assistance The Efffects of Channges in Foreiggn Exchange Rates
s The Companyâ€™s managementt believes thaat these accounting standdards will noot have any significant impaact on the finnancial statem ments for the year when thhey are initiallly applied, except for thee following accoounting standdards which managementt expects the impact on the financial sstatements inn the year wheen they are addopted.
TAS 19 Employee Benefits Thiss accounting standard s requuires employeee benefits to be recogniseed as expensee in the periodd in which the service s is perrformed by thee employee. In particular, an a entity has to t evaluate annd make a proovision for postt-employmentt benefits ussing actuariaal techniquess. Currently, the Companny accounts for such empployee benefitts when they are a incurred. is evaluating the impact on At present, p the management m o the financial statementss in the year when this stanndard is adoptted.
TAS 12 Income Taxes Thiss accounting standard reqquires an entity to identiffy temporary differences, which are differences betwween the carrrying amount of an asset or o liability in the t accountinng records annd its tax basse, and to recoognize deferreed tax assets and liabilitiess under the stipulated guideelines. At present, p the management m is evaluating the impact on o the financial statementss in the year when this stanndard is adoptted.
4. Change in accounting policy Duuring the currrent year, the Company has changedd its accounting policy foor recording investment prooperties by adoption of TAAS 40 (revisedd 2009) Investtment Propertty. In changing this accounnting policy, thee Company has h restated the Companyy’s 2009 finanncial statemeents to be preesented for comparative c puurposes alongg with the finnancial statem ments for 2010. The adjuustment lays no effect onn previously repported shareholders’ equiity and no efffect to the inncome statem ments for thee years 2010 and 2009. Hoowever, this adjustment a afffects the balance sheets ass at 31 Decem mber 2010 annd 2009 by chhanging the title from “Assetts awaiting saale” to “Investm ment properties” in the sam me amount.
5. Significant accounting policies 5.11 Revenue reecognition Saales of goods Saales of goods are recognissed when thee significant risks and rewaards of owneership of the goods g have paassed to the buyer. b Sales are the invoicced value, exxcluding valuee added tax, of goods supplied after deeducting discoounts and alloowances. 5.22 Cash and cash c equivalennts Caash and cash equivalents consist c of cash in hand andd at banks, annd all highly liquid investmeents with an original maturityy of three monnths or less annd not subject to withdrawaal restrictions. 5.33 Trade accouunts receivabble Traade accountss receivable are stated att the net realisable value. Allowance ffor doubtful accounts a is proovided for the estimated losses that may m be incurrred in collecttion of receivvables. The allowance a is geenerally basedd on collectionn experiencess and analysiss of debt aginng. 5.44 Inventories Invventories are valued at the lower of cost (weighted avverage method) and net reaalisable valuee. 5.55 Property, plant and equippment and deepreciation Laand is stated at cost. Builddings and equipment are stated s at cosst less accum mulated depreeciation and allowance for looss on impairm ment of assetss (if any). c byy reference too their costs oon the straighht-line basis Deepreciation off plant and eqquipment is calculated ovver the followinng estimated useful lives:
BBuildings O equipmeent Office Furniture and fixtures f Tools and equipment M vehicless Motor
20, 30 yearss 3, 5 yearss 5, 10 yearss 5 yearss 5 yearss
Deppreciation is inncluded in dettermining incoome. No depreciation d is provided onn land and lannd improvemeents. 5.6 Investment prroperties Inveestment propeerties are meeasured initially at cost, inncluding transsaction costss. Subsequennt to initial recoognition, invesstment propeerties are stated at cost leess accumulated depreciation and allowwance for loss on impairment of assets (if any). b whicch are classified as investm ment propertyy is calculated by referencce to their Deppreciation of buildings costts on a straigght-line basis over the esttimated usefuul lives of 20 years. Deprreciation is included in deteermining incom me. No depreciation d is provided onn land. 5.7 Related R partyy transactions Relaated parties comprise c enteerprises and individuals thhat control, or o are controllled by, the Company, C whether directly or o indirectly, or o which are under u commonn control with the Companyy. c annd individualss which directtly or indirectlly own a votinng interest Theyy also includee associated companies in thhe Company that gives them significannt influence over o the Com mpany, key management personnel, p direcctors and officcers with authhority in the pllanning and direction d of thee Companyâ€™s operations. 5.8 Long-term L leaases Leasses of assetss which transsfer substantiaally all the rissks and rewaards of ownership are classified as finannce leases. Finance leasess are capitalissed at the lowwer of the fairr value of the leased assetts and the pressent value of the t minimum lease paymennts. The outsttanding rental obligations, net of financee charges, are included in otther long-term m payables, while w the interest element iss charged to the income statements overr the lease peeriod. The equuipment acquired under finnance leases is depreciated over the usseful life of the asset. a
Leeases not trannsferring a significant porrtion of the riisks and rewwards of owneership to the lessee are claassified as operating leasses. Operating lease paym ments are reccognised as expense in the income staatements on a straight-line basis over the lease term. 5.99 Foreign currencies Traansactions in foreign curreencies are traanslated into Baht B at the exxchange rate ruling at the date of the traansaction. Moonetary assetss and liabilitiees denominateed in foreign currencies arre translated into Baht at thee exchange rate r ruling att the balancee sheet date, with the excception of thoose covered by forward exxchange contrracts, which are a translated at the contraccted rates. Gaains and lossees on exchangge are includeed in determining income. 5.110 Impairmennt of assets At each reportinng date, the Company C perrforms impairrment reviewss in respect of the properlyy, plant and mpaired. An eqquipment wheenever eventss or changes in circumstaances indicatee that an assset may be im impairment losss is recognissed when thee recoverablee amount of an a asset, whhich is the higher of the d asssetâ€™s fair valuue less costs to sell and itss value in usee, is less thann the carryingg amount. In determining vaalue in use, the t estimatedd future cash flows are discounted to their presennt value usingg a pre-tax disscount rate thhat reflects current market assessments a of the time vaalue of moneyy and the riskss specific to thee asset. In determining faair value less costs to sell, an appropriate valuation model is used. These caalculations aree corroborateed by a valuation model that, based on o informatioon available, reflects the am mount that thee Company could c obtain from the disposal of the asset in an armâ€™s length transaction beetween knowleedgeable, willing parties, after a deductingg the costs off disposal. Ann impairment loss l is recognnised in the income statement. 5.111 Employee benefits Saalaries, wagess, bonuses annd contributionns to the social security funnd and providdent fund are recognised ass expenses whhen incurred. 5.112 Provisions Proovisions are recognised r w the Com when mpany has a present p obligation as a ressult of a pastt event, it is proobable that an outflow of o resources embodying economic e beenefits will bee required too settle the obbligation, and a reliable estimate can be made of the amount a of thee obligation.
5.133 Income tax Incoome tax is proovided in thee accounts att the amount expected to be paid to thhe taxation authorities, a baseed on taxablee profits determined in accoordance with tax legislationn.
6. Siggnnificant accounting judgements and estimates The preparation of financial statements s in conformity with w generally accepted acccounting principles at m t make subjective judgem to ments and esstimates regaarding matterss that are timees requires management inheerently uncerttain. These juudgements and estimates affect reporrted amounts and disclosures; and actuual results couuld differ from m these estimaates. Significaant accountinng judgementss and estimattes are as folloow: Leasses In determining d w whether a leease is to be b classified as an operating lease or finance leease, the mannagement is reequired to usee judgement regarding whether significaant risk and reewards of ownership of the leased l asset has been trannsferred, takinng into considderation termss and conditioons of the arraangement. Allowwance for douubtful accounts In determining d an allowance for doubtful accounts, the managemeent needs to make judgement and estim mates based upon, amongg other things, debt collection history, agging profile of outstanding debts d and the prevailing p ecoonomic condittion. Allowwance for dim minution in value of inventoories In determining d a allowance for diminutioon in value of an o inventories, the manageement needss to make judggement and estimates e bassed upon, am mong other things, slow-mooving inventories and net realisable value. Propperty plant and equipment//Depreciation In determining deepreciation off plant and equipment, e thee managemeent is requiredd to make esttimates of u lives annd salvage vaalues of the Companyâ€™s C plaant and equippment and to review estimate useful the useful livess and salvagee values whenn there are anyy changes. In addition, the management m is required too review propperty, plant and a equipmennt for impairm ment on a a record im mpairment lossses in the peeriod when it is determinedd that their recoverable perioodical basis and amoount is lower thhan the carryiing amount. This T requires judgements reegarding forecast of future revenues and expenses relating to the assets subjectt to the revieww.
Littigation The Company has contingent liabilities as a a result of litigation. Thee Companyâ€™ss managemennt has used a of the results of thhe litigation and a believes that no loss will result. Thherefore no juddgement to assess coontingent liabilities are recoorded as at thee balance sheeet date.
7. Related party transacttiions Duuring the yeaars, the Com mpany had significant business transsactions withh related paarties. Such traansactions, whhich are summ marised beloww, arose in thee ordinary course of busineess and weree concluded on commercial terms and baases agreed upon u between the Company and those related partiess.
2010 TTransactions with w related companies c S of finished goods Sales 28.0 P Purchases of finished f goodds P Purchases of equipment e 0.4 T Transactions w managem with ment and directtors S of assetts Sales 0.9
(Unit: Million Baht) Trransfer pricingg policy
45.5 Sim milar to markeet price 15.6 Cost plus margin 0.4 Maarket price -
At a rate set in thhe Companyâ€™s regulation
The balances of o the accounnts as at 31 December 2010 2 and 20009 between tthe Companyy and those rellated companies are shoown under thhe caption off trade accouunts receivabble and trade accounts paayable in the balance b sheetts. Details aree as follows:
(Unnit: Baht) 20009
2010 Traade accounts receivable - related comppanies Inttegrity Plasticss Company Limited Neew Modern Suuper Pack Company Limiteed Total trade accoounts receivable - related companies c
1,312,6606 181,3365 1,493,9971
Traade accounts payable - rellated compannies Inttegrity Plasticss Company Limited
Mannagement bennefit expensess Mannagement bennefit expensees are benefits paid to directors and executives oof the Compaany. They com mprise of manaagement remuneration succh as salariess, bonuses annd contribution to the proviident fund and directors' rem muneration suuch as meetinng allowances, monthly stiipends and ggratuities. Exeecutives of C aree as defined by b the regulatiion of the Seccurities and Exxchange Com mmission and comprise the Company all directors, d the managing m director, the four most seniorr executives below b the mannaging directoor, and all execcutives holdinng equivalent positions to thhe fourth mosst senior executive. Mannagement bennefit expensess for the yearss ended 31 December 2010 and 2009 wwere as follows:
(Unnit: Baht) 20009
Maanagement reemuneration Dirrectorsâ€™ remunneration
8. Cash and cash equivalents
CCash B depositss Bank T Total
(UUnit: Baht) 2009 2
60,000 26,334,464 26,394,464
60,000 20,854,737 2 20,914,737 2
As at 31 Deceember 2010, bank depositts in saving accounts a carrried interestss between 0.005 and 0.10 b 0.05 and 0.10 perccent per annuum). peercent per annum (2009: between
9. Trade accounts receivable The balances of o trade accouunts receivablle as at 31 Deecember 20100 and 2009, aaged on the basis b of due marised beloww. daates, are summ
2010 UUnrelated com mpanies N yet due Not P due Past Up to 1 month 1 - 3 monthss 3 - 6 monthss 6 - 12 monthhs Over 12 monnths T Total L Allowancce for doubtfuul accounts Less:
(UUnit: Baht) 2009 2
125,093,496 10,643,900 391,561 10,624,097
1001,877,116 8,777,691 4,450,987 810,434 10,819,237
518,691,748 (12,000,000) 506,691,748
3993,072,587 (133,000,000) 3880,072,587
(Unnit: Baht) 20009
2010 Related compannies Not yet due Passt due U to 1 monthh Up
Tottal Traade accounts receivable, net n
10. Inventories (Unit: Baht) Costt Finished goods g Goods in transit Total
2955,295,797 377,787,740 3333,083,537
2237,285,614 37,027,000 2 274,312,614
Allowancee for diminutioon in value of inventoriess 2010 2009 (8,000,0000) (8,000,0000)
Inventoriess-net 2010 2009
(8,0000,000) 287,2295,797 - 37,787,740 (8,0000,000) 325,0083,537
229,285,614 2 37,027,000 266,312,614 2
11. Property, plant and equipment (Unit: Baht) Lannd and land imprroveme nts Cost: 31 Deceember 2009 Additionns Disposaals/write-off 31 Deceember 2010 Accumuulated depreciiation: 31 Deceember 2009 Depreciation for the year y Depreciation on disposals/ write-ooff 31 Deceember 2010 Net boook value: 31 Deceember 2009
Office equipment, furrniture and Tools and fixtures equipment
52,7715,047 93,740,464 122,296,919 - 1,128,865 - (1,334,223)
7,057,066 33,287,225 199,096,7211 453,691 11,295,280 12,877,836 - (3,760,911) (5,095,134)
52,7715,047 93,740,464 122,091,561
7,510,757 40,821,594 206,879,4233
- 22,323,123 - 3,592,978 -
9,842,302 9 1,253,230
4,794,102 16,938,480 53,898,007 897,446 6,560,178 12,303,832 - (3,760,910)
5,691,548 19,737,748 61,106,777
2,262,964 16,348,745 145,198,7144
52,7715,047 67,824,363 31 Deceember 2010 Depreciation for the year y 2009 (inncluded in selling and adm ministrative exppenses)
1,819,209 21,083,846 145,772,6466
2010 (inncluded in selling and adm ministrative exppenses)
Ass at 31 December 2010, the t Companyy has motor vehicles v undeer finance leaase agreemennts with net boook value amoounting to appproximately Baaht 13.1 millioon (2009: Bahht 11.5 million)). Ass at 31 Decem mber 2010, certain equipm ment items haave been fullyy depreciatedd but are still in use. The grooss carrying amount (befoore deducting accumulateed depreciatiion) of thoose assets amounted to appproximately Baht B 12.3 milliion (2009: Baht 12.5 millionn).
12. Investment properties Thesse represent land and buildings which isi its former office o location. At present, the Companyy does not use such land and buildings foor its operation and intendss to sell them. (Unnit: Baht) Cost 311 December 2009 2 311 December 2010 2 Accumulated depreciation d a impairmennt and 311 December 2009 2 Depreciation foor the year 311 December 2010 2 Net book valuee 311 December 2009 2
12,139,973 12,139,973 5,739,973 608,686 6,348,659 6,400,000 5,791,314
311 December 2010 2
As at a 31 December 2010 andd 2009, the fair f value of investment prroperties is aapproximatelyy Baht 6.4 millioon which hass been determined basedd on valuatioons performeed by an independent proofessional valuer, using the market approoach.
13. Short-term loans from financial institutions (Unnit: Baht) Interest rate r 20010 2009 (percent per annum) Proomissory notees Tottal
Market M rate
As at a 31 Decembeer 2010, the shhort-term creddit facilities of the t Company which have noot yet been drrawn down amoounted to Baht 747 million.
14. Liabilities under finance lease agreements (Unnit: Baht) 25552
2553 LLiabilities undeer finance leaase agreemennts L Deferredd interest expeenses Less:
L Portion due Less: d within onee year
L Liabilities undeer finance leaase agreemennts - net of currrent portion
The Company has h entered innto the financce lease agreeements with leasing comppanies for rental of motor vehicles for usee in its operattion, wherebyy it is committted to pay renntal on a monnthly basis. The terms of a 5 years. thee agreementss are generallyy between 3 and Ass at 31 Decem mber 2010, fuuture minimum m lease paym ments requiredd under the finance lease agreements weere as follows:-
Less thann 1 year FFuture minimuum lease paym ments D Deferred interrest expensess P Present value of future miniimum lease payments
(Unit: Million Baht) 11-5 years Total
15. Statutory reserve Puursuant to Section 116 of the Public Limited Companies Act A B.E. 2535, the t Company is required to set s aside to a staatutory reservee at least 5 perccent of its net income after deducting d accuumulated deficcit brought forwward (if any), until the reserve reaches 10 percent of the registered r cappital. The statuttory reserve iss not available for dividend mpanyâ€™s statuttory reserve reaaches 10 percent of the regisstered share caapital. disstribution. At prresent, the Com
16. Expenses by nature Signnificant expenses by naturee are as followw:
2010 Saalaries and waages and otheer employee benefits b Deepreciation Reeversal of alloowance for dim minution in value of inventoories Reental expensees from operating lease agrreements Puurchase of invventories Cuustom duty annd clearing exxpenses Chhanges in inveentories of finished goods
(Unit: Baht) 2009 2
67,643,,709 58,633,241 12,912,,518 11,557,186 - (21,0000,000) 4,796,,430 3,880,674 3,385,409,,068 2,319,761,507 48,103,,357 33,847,289 (58,010,1182) 92,207,301
17. Earnings per share Basic earnings peer share is caalculated by dividing the net n income foor the year byy the weightedd average mber of ordinarry shares in isssue during the year. num
18. Segment infoorrmation The Companyâ€™s operations comprise c the wholesale of o plastic andd plastic-relaated productss to both mestic and export markets. The domestic sales repreesented moree than 98 perccent of total sales. s The dom Com mpanyâ€™s operaations involvee a single induustry segment and are carrried out from the single geeographic areaa of Thailand. As a result, all a of the reveenues, operating profits annd assets refleected in thesee financial stateements pertaiin to the aforeementioned industry segmeent and geogrraphic area.
19. Provident fund The Company and its emplooyees have joointly establisshed a provident fund in accordancee with the A B.E. 2530. Both employees and the Company coontributed to tthe fund monthly at the Provvident Fund Act rate of 4 to 15 percent p of baasic salary. The T fund, whhich is managged by Bualuuang Securities Public mpany Limitedd, will be paidd to employeees upon termiination in acccordance withh the fund rulees. During Com the year y 2010, thee Company contributed Baaht 4.1 million (2009: Baht 4.0 4 million) to the fund.
20. Dividend paid Divvidend declarred in 2010 annd 2009 and already recorrded consist of o the followings:-
Approved byy Dividends for 2009 Inteerim dividendss for 2010
Annual General Meeting of the sharehoolders on 8 Appril 2010 A Meeting of the Com mpanyâ€™s Board of o Directors onn 11 August 2010
Totaal for 2010 Dividends for 2008 Inteerim dividendss for 2009
Annual General Meeting of the sharehoolders on 3 Appril 2009 A Meeting of the Com mpanyâ€™s Board of o Directors onn 13 August 2009
Totaal for 2009
(Unitt: Baht) Dividend per sharee
48,000,000 1 100,000,000
21. Commitmenntts and contingent liaabbilities 21.1 Operating lease committments The Company has entered into several lease agreements in respect of the llease of wareehouse and a 3 years. AAs at 31 Deceember 2010, eqquipment. Thee terms of the agreements are generallyy between 1 and futture minimum lease paymeents within 1 year under thhese lease aggreements am mounted to appproximately Baaht 5.1 million. 21.2 A commitm ment under traade credit inssurance policyy mitment under trade credit insurance ppolicy with an insurance The Company has entered into a comm coompany in whhich the Comppany is to pay the minimum insurance premium amounting to appproximately Baaht 0.9 million in 2011.
21.33 Guarantees As at a 31 Decem mber 2010, there were outtstanding bannk guarantees of approxim mately Baht 72 million issued by the bannks on behalf of the Compaany in respect of certain peerformance boonds as required in the mal course of business. Theese are letterss of guaranteee to guarantee payments ddue to creditors. norm 21.44 Standby letteer of credit As at a 31 Decembber 2010, the Company haad outstandingg commitmennts of approximately USD 0.2 0 million from m the standby letters of creddit issued to guarantee g thee payments off goods of a customer. 21.55 Litigation On 15 1 July 2009,, the Companny was sued by b a customeer, claiming compensation c of approximaately Baht 10.22 million plus interest at the rate of 7.5% % per annum m as from 15 July J 2009, for a breach off sale and purcchase contract. The Couurt of First Innstance judgged to dismiss such casse on 15 Juune 2010. Subssequently, thee customer filed an appeal against the judgment j on 9 August 20110 to the Appeal Court. The case is currrently under consideration c of the Courrt and has noot yet been ffinalised. Howwever, the mannagement beliieves that the Company will not suffer anny loss from thhis lawsuit and no provision for such conttingent liabilityy has thereforre been set asside in the account.
22. Financial instruments 22.1 Financial risk management f instrruments, as defined d undeer Thai Accouunting Standaard No. 107 “Financial The Company’s financial c and caash equivalennts, trade Instrruments: Discclosure and Presentationss”, principallyy comprise cash accoounts receivaable, short-teerm loans, trrade accountts payable and a liabilitiess under finannce lease agreeements. The financial riskss associated with these finnancial instrum ments and howw they are maanaged is desccribed below. Creddit risk The Company is exposed to credit risk prim marily with resspect to tradee accounts recceivable. The Company mannages the riskk by adopting appropriate credit control policies andd procedures and thereforee does not expeect to incur material m financcial losses. Inn addition, thee Company does d not havee high conceentration of creddit risk since it has a largge customer base. The maximum expoosure to creddit risk is limited to the carryying amountss of trade accoounts receivaable as stated in the balancce sheets.
Intterest rate riskk The Company’ss exposure to interest rate risk relates primarily p to its short-term boorrowings, caash at banks ments. Howevver, since shoort-term borroowings bear fiixed interest and liabilities under finance lease agreem rattes which aree close to the market rate and most of the Companyy’s financial aassets and liaabilities bear noon-interest, thee interest rate risk is expeccted to be minnimal. Fooreign currenccy risk The Company’ss exposure to t foreign cuurrency risk arises mainlyy from tradinng transactions that are m its exposure e to foreign curreency risk by deenominated inn foreign currrencies. The Company manages coonsidering purrchase/sale of o forward conntracts from time to time soo as to reducee exposure too the foreign currency risk which may incur. The Comppany has no forward f contracts outstandding at the baalance sheet daate. Ass at 31 Deccember 2010, the Compaany’s foreignn currency-deenominated ttrade accounnts payable am mounting to appproximately USD 2.5 millioon was unheddged. 222.2 Fair valuess of financial instruments Sinnce the majorrity of the Com mpany’s finanncial assets and a liabilities are a short-term m in nature annd loans are beear floating innterest rates, their fair valuue is not exppected to be materially diffferent from the t amounts preesented in thee balance sheeets. A fair value iss the amounnt for which an asset caan be exchaanged or a liability settleed between knowledgeable, willing partiees in an arm’ss length transaction. The faair value is deetermined by reference to thee market pricee of the financcial instrumennt or by usingg an appropriaate valuation ttechnique, deepending on thee nature of thee instrument.
23. Capital manaaggement The primary objeectives of thee Companyâ€™s capital manaagement is too ensure thatt it has an appropriate finanncial structuree and preservves the ability to continue its business ass a going concern. According to the balance sheeet as at 31 December D 2010, the Comppanyâ€™s debt-too-equity ratio was 1.4:1 (20009: 1.1:1).
24. Subsequent events On 24 2 February 2011, 2 the Boaard of Directorrs passed a reesolution to propose p the payment of a dividend d in resppect of the 2010 earnings of o Baht 0.50 per p share, or a total of Bahht 100 million. The Companny paid an interrim dividend of o Baht 0.24 per p share, or a total of Bahht 48 million, inn September 2010. The remaining of Bahtt 0.26 per share, or a total of Baht 52 million m will bee paid and reccorded after being approvved by the Annual General Meeting M of thee shareholderss.
25. Approval of financial statements Thesse financial sttatements were authorised for issue by the t Companyyâ€™s Board of DDirectors on 244 February 20111.
Heado office 13 3/1Moo2Kin ngkaewRd.,R Rachateva, Baangplee,Sam muthprakarn1 10540,Thailand HomePage htttp://www.gcc.co.th Teleph hone /66(0)2763Ͳ79 *OREDO&RQQHFWLRQV3XEOLF&RPSDQ\+6 LPLWHG 921, +66(0)27763Ͳ7999, +6 66 (0)2763Ͳ79 923Ͳ42 Facsim mile +6 66(0)2763Ͳ79 949, +66(0)23 312Ͳ4880Ͳ1