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Report of the Nominating & Compensation Committee Dear Shareholders, The Company realizes the importance of recruiting, selecting, and nominating candidates to assume the positions and remuneration packages of Board of Directors and top Executives. Consequently, the Board of Directors appointed the Nominating & Compensation Committee to be responsible for recruiting and nominating candidates that are highly knowledgeable in their fields and who also must meet high qualifications set appropriately for the Board position and executive levels and proposing compensation policies and guidelines for remuneration packages for the Board of Directors, the Committees’ members, and top Executives in commensurate with roles and responsibilities and in tandem with Company’s operating results and market conditions in order to motivate and conserve the Board Members and quality Executives as required by the Company. In 2012, the Nominating & Compensation Committee conducted 4 meetings to consider numerous matters concerning the company that were subsequently reported, with comments and recommendations, to the Board of Directors which can be summarized as follows ; • Nominate and proposed personnel to assume the Board in replacement of Directors retiring by resignation and rotation Considered, nominated and proposed personnel to assume the Board in replacement of Directors retiring by resignation and rotation for approval of the Board of Directors’ Meeting prior to the approval of Shareholders’ Meeting. • Nominate and proposed personnel to assume the Committees’ member Considered, nominated and proposed personnel to assume the Committees’ member propose to the Board of Directors for further approval. • Determine Compensation for Board Directors and Committees Considered the remuneration package for Board of Directors and Committees’ members by analyzing similar industries’ compensation packages. The objective is to determine the most appropriate remuneration in order to enhance incentives to retain qualified Directors. Any Directors who have also appointed as Committees’ members would receive additional compensation as commensurate with their additional level of responsibility. • Determine appropriate Bonus and Salary Increase Considered, together with the Human Resources Department and the Executive Board, the criteria of salary increase for 2013, the calculation of 2012 bonus and payment bonus policy for 2013. The level of salary increase and bonus allocation was determined to be at an appropriate level commensurate with the Company’s business performance and in line with the industries average remuneration. • The allocation of unexercised warrants Considered the allocation of the unexercised warrants previously allotted to the warrants holders who cease to be the Company’s director and proposed the Board of Directors and Shareholders to approved the allocation warrants to the new appointed director. The Nominating & Compensation Committee reported results from every meeting to the Board of Directors on regular basis. In 2012, the Nominating & Compensation Committee completely and carefully fulfilled all assignments with full capabilities, independence and expressed direct opinion for highest mutual benefits to shareholders and all stakeholders. In addition, the Committee has strong intent to seek equitable treatment, fairness, and transparency for all concerned and to ensure the strictest adherence to good corporate governance, according to the Stock Exchange of Thailand, and be internationally recognized. (General Sumpun Boonyanun) 16 Chairman of the Nominating & Compensation Committee Annual Report 2012
Financial Highlights 2010 2011 2012 Operating Results (Baht Million) Total revenues 5,726 10,226 7,744 Gross profit 1,002 1,552 1,493 Net profit 402 791 811 Financial Status (Baht Million) Total assets 4,579 8,851 12,338 Total liabilities 2,791 6,616 9,635 Shareholders’ equity 1,788 2,235 2,703 Financial Ratio Profit ratio (%) 7.02 7.73 10.48 Return on equity (%) 23.91 39.32 32.86 Return on asset (%) 7.61 11.78 7.66 Debt to Equity (Time) 1.56 2.96 3.56 Earning per Share (Baht) 0.67 1.31 1.33 Dividend per share (Baht) 0.40 0.66 0.70 Dividend per share ratio* (%) 61.67 51.24 52.62 Net book value per share (Baht) 2.96 3.69 4.43 Par value per share (Baht) 1 1 1 No. Of Shares (Million Share) 603.3 606.0 610.2 * % of consolidated net profit after deduction of all reserves as stated in the Company’s Articles of Association and related laws. 17 Annual Report 2012
Page 3: Messages from the Board of Director
Page 15 and 16: The Audit Committee concluded that
Page 17: Report of the Corporate Governance
Page 21 and 22: Company’s information Samart Telc
Page 23 and 24: Corporate Social Responsibility Rep
Page 25 and 26: - Contribute to making the work env
Page 27 and 28: Provided additional support of Baht
Page 29 and 30: Business Structure Samart Telcoms P
Page 31 and 32: Table of Business Operations of the
Page 33 and 34: Industry and Competitive Analysis I
Page 35 and 36: • Trusted for Contract renewals t
Page 37 and 38: Metering Infrastructure - AMI), the
Page 39 and 40: 3. Risk associated with Dependence
Page 41 and 42: Shareholders As of December 28, 201
Page 43 and 44: 1) Board of Directors as of Decembe
Page 45 and 46: 10. Ensure that good corporate gove
Page 47 and 48: 4) Corporate Governance Committee a
Page 49 and 50: 5. Support and develop to have the
Page 51 and 52: 1) Cash & Non-Cash Remuneration of
Page 53 and 54: Expenses related to the employees o
Page 55 and 56: Summary of Training to management a
Page 57 and 58: 3. Event Identification The Company
Page 59 and 60: Corporate Governance The Board of D
Page 61 and 62: of directors required or ought to b
Page 63 and 64: management and employees in the Com
Page 65 and 66: Trade partners : The Company has th
Page 67 and 68: Provincial Electricity Authority. I
Page 69 and 70:
managements shall be reported to th
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will be paid appropriately more in
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5.3 Being Director in other Listed
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Monitoring on Business Ethics The C
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- Considered the interim dividend p
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connection to the Board of Director
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• Compliance • Communication an
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Directors, Management and Corporate
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Shareholding Working Experience las
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Page 89 and 90:
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Board of Directors & Committees Co
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Companies Relationship Counterparts
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Pricing Policy The Company and its
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Value (Baht Million) Transaction Ty
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Amount (Baht Million) Sellers of Go
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Value (Baht Million) Nature of Maj
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1.2 Financial Ratios of Samart Tel
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5. IP BUSINESS In 2012, sales and s
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Remuneration of the Auditors 1. Aud
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Report of the Independent Auditor T
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Statement of financial position Sam
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Statement of financial position (co
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Statement of comprehensive income
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Statement of changes in shareholder
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Cash flow statement Samart Telcoms
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Cash flow statement (continued) Sa
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Notes to consolidated financial sta
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3. New accounting standards not yet
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Reduce cost of inventories to net r
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Goodwill is carried at cost less an
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The obligation under the defined be
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6. Cash and cash equivalents (Un
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(Unit: Million Baht) Consolidated S
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(Unit: Thousand Baht) Separate fina
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(Unit: Thousand Baht) Consolidated
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During the year 2012, the Company a
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(Unit: Thousand Baht) Other current
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14.2 Established of new company On
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15. Property, plant and equipment (
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(Unit: Thousand Baht) Separate fina
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16. Intangible assets The net book
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Bank overdrafts and short-term loan
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(Unit: Thousand Baht) Significant t
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22. Other current liabilities Below
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Certificate No. 1 will represent 10
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(Unit: Thousand Baht) Consolidated
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31.2 Reconciliation of diluted earn
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34.1 The results of operations sepa
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not make the network available at 1
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35.4 Related party guarantees As at
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Credit risk The Company and its sub
Page 173:
Forward exchange contracts Consolid
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