identifying and monitoring risks concerning all aspects <strong>of</strong> the companyûs activities. <strong>The</strong> committee also has the power tooversee the risk management <strong>of</strong> the entire operations <strong>of</strong> the company. It is authorized by the <strong>Board</strong> <strong>of</strong> <strong>Directors</strong> toappoint a sub - committee on risk management to oversee a specific risk aspect and act as a risk management task forceto follow measures according to any specific circumstances. At present, sub - committees and task forces have alreadybeen appointed to oversee activities involving risks in various operations, while other task forces evaluate and study risks<strong>of</strong> investments in businesses the company is involved with. All are charged with reporting immediately, any irregular, oralarming trends within any <strong>of</strong> the companyûs business activities to the <strong>Board</strong> <strong>of</strong> Executives for further instructions.14. Directorûs Report<strong>The</strong> details <strong>of</strong> the Report <strong>of</strong> the <strong>Board</strong> <strong>of</strong> <strong>Directors</strong> to the Financial Statements is on page 8015. Relations wih Investors<strong>Saha</strong> - <strong>Union</strong> Public <strong>Co</strong>mpany Limitedûs <strong>Board</strong> <strong>of</strong> <strong>Directors</strong> has a policy to disclose all appropriate information infull. <strong>The</strong> company, therefore, circulates its financial report and any general information that might affect the share priceon the Stock Market. This information is distributed through the Stock Marketûs channel for investors and involvedparties. In addition, the company discloses information through its website www.sahaunion.co.th in the Investor Relationssection. <strong>The</strong> company has also established a working unit to provide company information to investors, analysis expertsand any involved parties who require it. Those wishing to contact the Public Relations department should call 0-2311-5111ext. 7274, Mrs. Chanida Tephasadintra na Ayuthaya or fax to 0-2311-6867. <strong>The</strong> company welcomes any opinions oradvice that will enable it to improve in the future.Policy <strong>of</strong> Internal Information Using Protection<strong>The</strong> company has, since day one <strong>of</strong> its operations, emphasized the importance <strong>of</strong> moral behavior in both themanagement and staffs under the philosophy <strong>of</strong> çIntegrity Quality Serviceé. In addition, the companyûs regulation iscontained the discipline <strong>of</strong> employeeûs conduct by forbidding the employees using any authorities for their own personalbenefits as well as for the third parties.Rules and Punishments :- must contribute time and attention to the job and the company- work with full potential (knowledge and capability)- work with integrity and honesty<strong>The</strong> punishments are listed in the companyûs internal policies.<strong>The</strong> <strong>Board</strong> <strong>of</strong> <strong>Directors</strong> agrees that executives and members <strong>of</strong> the <strong>Board</strong> should avoid making transactions <strong>of</strong>company holdings within a period <strong>of</strong> 14 - days before information regarding financial statements in each quarter isrevealed, and, in addition, to refrain from trading during the first 24 - hour period after the same information is revealed.<strong>The</strong> Secretary <strong>of</strong> the <strong>Board</strong> <strong>of</strong> <strong>Directors</strong> will notify the scheduling <strong>of</strong> disclosure information to all executives and allMembers <strong>of</strong> the <strong>Board</strong>.Internal <strong>Co</strong>ntrol<strong>The</strong> <strong>Board</strong> <strong>of</strong> <strong>Directors</strong> has evaluated the adequacy <strong>of</strong> the <strong>Co</strong>mpanyûs internal control system in 2006, which canbe summarized, as follows :<strong>The</strong> Organization and its environmentAs a basis for effective internal control system, the <strong>Board</strong> <strong>of</strong> <strong>Directors</strong> has supervised and determined the clear andassessable business objectives and investment plans as the operational guidelines for the employees. <strong>The</strong> <strong>Board</strong> <strong>of</strong><strong>Directors</strong> has carefully evaluated the real situations and all possibilities before determining the goal <strong>of</strong> business operationand has also decided the appropriate incentives and remuneration for the employees. <strong>The</strong> organization structure is5858 SAHA - UNION Public <strong>Co</strong>mpany Limited
designed to encourage efficient management practices. <strong>The</strong> <strong>Board</strong> <strong>of</strong> <strong>Directors</strong> has approved the publication <strong>of</strong> theExecutivesû Manual and the organization structure. <strong>The</strong> <strong>Board</strong> <strong>of</strong> <strong>Directors</strong> has clearly set the goal <strong>of</strong> business operation,which included the sales targets in domestic and foreign markets according to the business types and geographicallocations. <strong>The</strong> targets are preset each year, with monthly performance evaluations and the operational plan review atleast once a year, normally in August. At the employee level, regular performance evaluations are planned to ensure thattheir tasks are completed on schedule. <strong>The</strong> <strong>Co</strong>mpany has also prescribed the regulations on business ethics, prohibiting,in writing, any conflicts <strong>of</strong> interest <strong>of</strong> its management and employees against its business operation, including punishmentsfor any violation there<strong>of</strong>, which are included in the Executives and Employeesû Manual in section çDisciplines andDisciplinary Actionsé, and regulations on confidentiality. <strong>The</strong> <strong>Co</strong>mpany is strictly committed to the value <strong>of</strong> business ethicsand its philosophy <strong>of</strong> çIntegrity, Quality, and Serviceé in all areas <strong>of</strong> its business activities, including all related parties,financial transactions, purchasing, and general administration. <strong>The</strong> <strong>Co</strong>mpany has provided the concise anti - trust policyand procedures, in writing, with an emphasis on fairness to its business partners, customers and all stakeholders, and forthe benefits <strong>of</strong> the <strong>Co</strong>mpany and its investors in the long - term.Risk Management<strong>The</strong> Risk Management <strong>Co</strong>mmittee is obliged to evaluate situations that cause risks, including internal and externalrisk factors, based on the market condition, changing socio - economic, political, and technological condition, andcurrency exchange fluctuations. <strong>The</strong> <strong>Co</strong>mpany has classified risk factors into business risk, operational risk, financial risk,and external risk factors and has analyzed the possibilities and impacts on the <strong>Co</strong>mpany. <strong>The</strong> <strong>Co</strong>mpany has prioritized therisk factors and has determined some measures to minimize the said risks and later followed up and reviewed theevaluation result and update the data periodically covering the entire organization so that the working parties involvedwould comply with the following procedures. For example, in 2006, the <strong>Co</strong>mpany has determined its policy for theworking parties to reduce the risk from currency exchange fluctuations, to carry out their tasks in accordance with theprescribed procedures, and to give update information to the top management <strong>of</strong> each business unit for timely decisionmaking, etc. <strong>The</strong> employees involved are notified through the internal communication system and are requested tocomply with the risk management measures and to report the result there<strong>of</strong> periodically to ensure that each business unithas complied with the prescribed measures or plans.Executive Operation <strong>Co</strong>ntrol<strong>The</strong> <strong>Co</strong>mpany has clearly determined 3 separate main areas <strong>of</strong> responsibility to the management at each level inwriting for mutual accountability, including power <strong>of</strong> approval, recording <strong>of</strong> particulars and information, and administration<strong>of</strong> the <strong>Co</strong>mpanyûs assets. In case, the <strong>Co</strong>mpany has made any business transactions with majority shareholders, directors,executives, or any other related persons, all <strong>of</strong> the connected transactions in its normal course <strong>of</strong> business shall be treatedsimilar to those <strong>of</strong> the third parties, by taking account <strong>of</strong> the <strong>Co</strong>mpanyûs interests and shall be approved by the executiveswho have no personal interests therein. <strong>The</strong> <strong>Co</strong>mpany has duly complied with the criteria <strong>of</strong> the Stock Exchange <strong>of</strong>Thailand relating to the connected transactions and has disclosed the data through the Stock Exchange <strong>of</strong> Thailand and/or in Notes to the Financial Statement. In case <strong>of</strong> transactions with related parties such as majority shareholders or themanagement, the <strong>Co</strong>mpanyûs measures shall cover the event that the said related parties have exploited the opportunityor interests <strong>of</strong> the <strong>Co</strong>mpany for his or her personal benefit. It is prescribed in the Executiveûs Manual, in case, the<strong>Co</strong>mpany has approved the transactions with the related parties in the manner which is binding the <strong>Co</strong>mpany in the longterm such as sale or purchase <strong>of</strong> products or guarantee. <strong>The</strong> <strong>Co</strong>mpany has followed up for compliance with the agreedconditions throughout the period binding the <strong>Co</strong>mpany. In case, the <strong>Co</strong>mpany has its investments in subsidiaries oraffiliates, the <strong>Co</strong>mpany shall follow up the operating result <strong>of</strong> the subsidiaries or affiliates regularly and shall determinethe directions for compliance <strong>of</strong> the person who has been appointed by the <strong>Co</strong>mpany as director or executive <strong>of</strong> suchsubsidiaries or affiliates. Moreover, the <strong>Co</strong>mpany has its measures and policies to follow up its business operation strictlyAnnual Report 200659
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MAJOR FINANCIAL RATIOAND INFORMATIO
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Saha - Union Group is prepared for
- Page 9 and 10: Mr. Damri DarakanandaVice ChairmanA
- Page 11: Mr. Amorn Chandara-somboonAdvisorAg
- Page 14 and 15: Mr. Kamol KhoosuwanAdvisorAge 67Edu
- Page 16 and 17: Miss Sriwarin JirapakkanaExecutive
- Page 18 and 19: Mrs. Supung TangsujaritpuntExecutiv
- Page 20 and 21: Mr. Thitivat SuebsaengExecutive Dir
- Page 22 and 23: Mr. Aksornprasit DarakanandaExecuti
- Page 24 and 25: Mr. Vacharaphong DarakanandaExecuti
- Page 27 and 28: BOARD OF THE EXECUTIVESSAHA - UNION
- Page 29 and 30: IN THE GROUP COMPANIESInvestment pe
- Page 31 and 32: FINANCIAL STATISTICS2004 2003 2002E
- Page 33 and 34: 2006Group Company % Investmentof Bu
- Page 35 and 36: çThe export sales volume in Thai B
- Page 37 and 38: çIn 2007, D-maQ shoes will emphasi
- Page 39 and 40: çEach of the Companyûs affiliates
- Page 41 and 42: çThe IT business in Thailand is st
- Page 43 and 44: çThe Chinese Government is draftin
- Page 45 and 46: INVESMENT ININTERNATIONAL SCHOOLIn
- Page 47 and 48: Social ContributionThe Company has
- Page 49 and 50: STRUCTURE OF SHAREHOLDINGNUMBER OF
- Page 51 and 52: The Board of Directors has the scop
- Page 53 and 54: 3. Board of Audit CommitteeThe Audi
- Page 55 and 56: Within the first and second years o
- Page 57 and 58: 5. Leadership and VisionThe Board o
- Page 59: 1. Mr. Sompop Amatayakul Chairman2.
- Page 63 and 64: MANAGEMENT DISCUSSION ANDANALYSISBu
- Page 65 and 66: expand its investment to China, a l
- Page 67 and 68: in 2006, the net profit was recorde
- Page 69 and 70: epayment of loans in proportion to
- Page 71 and 72: million Baht, in accordance with co
- Page 73 and 74: Remunerations of the AuditorIn 2006
- Page 75 and 76: Jiangsu Zhonglian Carpet Co., Ltd.,
- Page 77 and 78: Financial Risk There are significan
- Page 79 and 80: CONNECTED TRANSACTIONSSAHA - UNION
- Page 81 and 82: REPORT OF THE AUDIT COMMITTEEDear S
- Page 83 and 84: REPORT AND CONSOLIDATEDFINANCIAL ST
- Page 85 and 86: BALANCE SHEETS (Continued)AS AT 31
- Page 87 and 88: INCOME STATEMENTSFOR THE YEARS ENDE
- Page 89 and 90: STATEMENTS OF CHANGES IN SHAREHOLDE
- Page 91 and 92: CASH FLOW STATEMENTS (Continued)SAH
- Page 93 and 94: Assets as a percentage Revenues as
- Page 95 and 96: asis5.4 InventoriesInventories are
- Page 97 and 98: ConsolidatedTransactions with assoc
- Page 99 and 100: The balances of the accounts as at
- Page 101 and 102: (Unit : Baht)Consolidated The Compa
- Page 103 and 104: 9. INVESTMENTS IN SUBSIDIARIES ACCO
- Page 105 and 106: Shareholding Carrying amounts based
- Page 107 and 108: In current year, the Companyûs two
- Page 109 and 110: Union Micronclean Co., Ltd. Manufac
- Page 111 and 112:
Shareholding Carrying amounts based
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The Company OnlyShareholding Carryi
- Page 115 and 116:
Shareholding Carrying amounts based
- Page 117 and 118:
Shareholding Carrying amounts based
- Page 119 and 120:
Investment in available - for - sal
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12. PROPERTY, PLANT AND EQUIPMENT(U
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13. BANK OVERDRAFT AND SHORT - TERM
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18. GAINS (LOSSES) ON EXCHANGEConso
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The Company and its subsidiariesû
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25. DIVIDENDS(Unit : Baht)Dividends
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Fixed interest ratesWithinFloating
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27.2 Fair values of financial instr
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THE PRINCIPLES OF CORPORATEGOVERNAN
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OTHER REFERENCESSecurities Registra
- Page 139 and 140:
ë Processing Center Co., Ltd.Thai
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6.3 The Company has issued its meas