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RS: Rs Public Company Limited | Annual Report 2013

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RS: Rs Public Company Limited | Annual Report 2013 RS PUBLIC COMPANY LIMITED ANNUAL REPORT 2013 02 ANNUAL REPORT 2013 RS PUBLIC COMPANY LIMITED Contents 1 Message from the Chairman and Chief Executive Officer……..........................[002] 2 Management Team…………………………………………………………………[005] 3 Policy and Business Overview……………………………………………………..[016] 4 Business Descriptions……………………………………………………………..[018] 5 Risk Factors………………………………………………………………………..[040] 6 Property used in the business……………………………………………………..[044] 7 Legal disputes……………………………………………………………………..[047] 8 General information and other important information...................................[049] 9 Securities and Shareholder Information……………………………………………[051] 10 Management Structure……………………………………………………………[054] 11 Corporate Governance…………………………………………………………….[070] 12 Responsibilities toward society……………………………………………………[085] 13 Internal Control and Risk Management……………………………………………[096] 14 Related Party Transactions………………………………………………………..[098] 15 Financial Highlight…………………………………………………………………[104] 16 Management Discussion and Analysis…………………………………………….[111] 17 Financial Statement………………………………………………………………..[124] MEDIA REVOLUTIONIST 01 01 Message from the Chairman and Chief Executive Officer 02 ANNUAL REPORT 2013 RS PUBLIC COMPANY LIMITED Message from the Chairman and Chief Executive Officer Mr. Surachai Chetchotisak $IBJSNBOǰBOEǰ$IJFGǰ&YFDVUJWFǰ0GųDFS MEDIA REVOLUTIONIST 03 Dear Shareholders, The 2013 was another extremely important year for operators of the television media industry in Thailand as the National Broadcasting Commission had stipulated the television licenses auction for the frequency band type, or licenses for operating normal television business or under the normal well-known name as the free TV. RS is the television business operator for the non-frequency band type or satellite television that already has experiences and readiness in every aspect whether on the personnel, production of contents on entertainment WBSJFUZǰBOEǰOPSNBMǰNBUUFSǰBTǰXFMMǰBTǰųOBODJBMǰDBQBCJMJUZǰ$BSFGVMǰTUVEJFTǰIBWFǰCFFOǰNBEFǰPOǰEFUBJMTǰBOEǰSFUVSOǰPOǰ investment on the license auction for television of the frequency band type so that business investment on 15 years duration for this license auction generates the best long and short term results to the Company’s stakeholders. 5IFǰ$PNQBOZǰIBEǰEFDJEFEǰUPǰQBSUJDJQBUFǰJOǰUIFǰMJDFOTFǰBVDUJPOǰPGǰUIFǰWBSJFUZǰHSPVQǰGPSǰTUBOEBSEǰEFųOJUJPOǰUZQFǰ by considering on cost of the license fee as well as the annual transmission cost, the possible access rate through terrestrial networks after covering most parts of the country, and the form of television reception via satellite to most households in the country. After considerations had been made on the mentioned factors, the Company, then, had auctioned on the license for television business operation of the frequency band type at the cost of #BIUǰ ǰ.JMMJPOǰ5IFǰ$PNQBOZǰXBTǰDPOųEFOUǰUIBUǰUIFǰQSJDFǰXBTǰBǰTVJUBCMFǰDPTUǰUIBUǰDPVMEǰHFOFSBUFǰQSPųUBCMFǰ CVTJOFTTǰPQFSBUJPOǰGSPNǰUIFǰųSTUǰZFBSǰCZǰDBQJUBMJ[JOHǰPOǰUIFǰTVDDFTTǰGSPNǰNBOBHJOHǰUIFǰTBUFMMJUFǰUFMFWJTJPOǰDIBOOFMǰ 8. Broadcasting will be ready for transmission on April 1, 2014 as per announcement from the test transmission from the National Broadcasting Commission. The Company anticipated that the upgrading of satellite television channel 8 to the general television business operator, or the free TV, that had nationwide access rate, would enable the increment on investment expansion capability on various contents to their full capacities, and also increase more competitive edge. Moreover, return on investment to stakeholders would increase in the long term. Overall Thai economic situation in 2013 showed a rather good growth in the 1st quarter but decelerating sign started to show during the 2nd quarter due to decreasing export from slackening world economy and strengthening of the Baht. In the 3rd quarter, the economy still registered reduced growth due to weakening household spending, and reducing government and private sector’s spending. Economic growth came to a rapid halt during the last quarter GSPNǰQPMJUJDBMǰDPOŴJDUǰUIBUǰHFOFSBUFEǰTJODFǰMBUFǰJOǰ0DUPCFS ǰBOEǰUIFǰ#BOLǰPGǰ5IBJMBOEǰIBEǰGPSFDBTUFEǰUIFǰ5IBJǰPWFSBMMǰ economic growth to 3%. The advertising industry unavoidably received such impact from overall weakening of the economy. Overall advertising expenses registered only 3% growth, while the advertising budgets of the original television operators had only 2% growth, however, advertising budgets of the satellite television operators’ group registered 23% growth. RS, as the satellite television operator in 2013, registered a high 83% growth due to strength of its contents which were continuously accepted very well from audiences and advertising buyers alike. Thus, the Company had opportunity to adjust its advertising rates for the Channel 8, and Sabaidee TV to 100% during early 2013, while the remaining 2 stations i.e., You Channel and Star Max received more recognition from their audiences and registered better audience rating gradually. Radio media still recorded continuous growth as one station playing international music had been added to the Company’s management during the end of the 1st quarter under the “COOL Celsius” brand in order to build on the success of the Thai music station “COOL Fahrenheit” which occupied number one popularity station for more than 10 years. 04 ANNUAL REPORT 2013 RS PUBLIC COMPANY LIMITED Overall picture of our media business indicated 67% growth rate which showed a very satisfactory successful step forward into a media business operator from now on. On the management of business license of the La Liga football, the long and short term membership applications had been opened to all interested football fans to view live coverage of the Spanish La Liga football on special channel for the whole season. This included another alternative to consumers who preferred to purchase the new set top box, the opportunity to continuously view an important football league of the world commencing from last season by adding special channel, the “Sun Channel La Liga”, into the new set top box under the name “Sunbox”. Music business is still considered as an important business as it is the original source of contents and most of the $PNQBOZĴTǰFNQMPZFFTǰIBWFǰFYQFSJFODFTǰUISPVHIǰJNQPSUBOUǰNVTJDǰMBCFMǰDPNQBOJFTǰTVDIǰBTǰĶ:FTǰ.VTJDķ ǰĶ,BNJLB[Fķ ǰ “Garden”, and “R Siam” that cover various groups of listeners. Music business, we believe, is still important to the Company in a long term but the income generating’s patterns may have changed. The Company is always ready to experiment with the new business models all the time as it is ready from the last important adjustment a few years BHPǰ)FODF ǰUIFǰ$PNQBOZǰIBTǰBǰWFSZǰŴFYJCMFǰCVTJOFTTǰPQFSBUJPOǰXJUIǰNBYJNVNǰFGųDJFODZǰBTǰUIJTǰDBOǰCFǰTFFOǰGSPNǰ UIFǰDPOUJOVPVTMZǰIJHIǰHSPTTǰQSPųUǰSBUFǰGPSǰNBOZǰZFBST On corporate social responsibility, RS still adhered to continuously participate in social activities together with its entertainment business operations. In 2013, RS had joined with many social projects including arrangement of some internal activities in which some projects could be mentioned as follow; Project “RS - Coordinate our Hearts to Help 'MPPEǰ7JDUJNTķǰUPǰIFMQǰŴPPEǰWJDUJNTǰJOǰNBOZǰBSFBTǰJOǰ$IPOCVSJ ǰ6CPOǰ3BUDIBUIBOJ ǰ1SBDIJOǰ#VSJ ǰBOEǰ1IJUTBOVMPLǰ provinces; "“Do For Dad” project (This card is for father), in order to pay respect to His Majesty the King and show love for fathers of the chronically ill children at the Chulalongkorn Hospital; “ Fostering the Elephant Family” project in conjunction with the Thai Society for the Prevention of Cruelty to Animals (TSPCA) by inviting people and general public to foster the young elephants, and taking care and help the growing young elephants to live in proper care without having to become stray elephants. Moreover, in 2013, “CSR Branding for Sustainability” policy was stipulated BOEǰJOUSPEVDFEǰUPǰBMMǰXPSLJOHǰVOJUTǰJOǰPSEFSǰUPǰBQQMZǰFGųDJFODZǰJOUPǰUIFJSǰCVTJOFTTǰPQFSBUJPOT ǰTIPXJOHǰSFTQPOTJCJMJUZǰ towards society, and for the Company’s business sustainability. Application of the good corporate governance is always important to RS’s business operations. From the research results on the Corporate Governance of Thai Listed Companies 2013, the Company was ranked in the “Excellent” or the “Excellent CG Scoring” group. The Company reviews the good corporate governance policy and business ethic annually, and all Directors, Executives, and employees consistently comply with the policy. Not only being successful GPSǰCVTJOFTTǰPQFSBUJPOT ǰXFǰBSFǰEFUFSNJOFEǰJOUPǰCFDPNJOHǰPSHBOJ[BUJPOǰUIBUǰCVJMETǰTVTUBJOBCMFǰTPDJFUZ ǰBOEǰGPSNTǰUIFǰ CBMBODFǰQMBUGPSNǰDPWFSJOHǰUIFǰFDPOPNJD ǰTPDJBMǰBOEǰFOWJSPONFOU ǰJODMVEJOHǰHFOFSBUFTǰCFOFųUTǰUPǰTIBSFIPMEFSTǰJOǰUIFǰ long term as well. "DIJFWFNFOUǰXJUIJOǰUIFǰ34ǰPSHBOJ[BUJPOǰSFTVMUFEǰGSPNǰXPSLJOHǰUPHFUIFSǰBTǰUFBNXPSLǰVOEFSǰDMFBSǰWJTJPOǰBOEǰUBSHFUǰ0Oǰ behalf of the Company’s Board of Directors, we would like to thank shareholders, customers, government agencies, and sponsors, and most important of all, our employees and artists who dedicated their bodies and minds by VOJUJOHǰJOǰNPWJOHǰPVSǰDPNQBOZǰGPSXBSEǰTUSPOHMZǰBOEǰųSNMZǰ5IFǰ$PNQBOZǰXPVMEǰOPUǰCFǰBCMFǰUPǰPWFSDPNFǰPCTUBDMFTǰ and crisis many times without physical and moral supports from all our allies in every aspect. The Company also SFBMJ[FEǰUIFǰJNQPSUBOUǰPGǰUFBNXPSL ǰBOEǰUIFǰPGGFSJOHǰPGǰHFOFSPTJUZǰUPǰFBDIǰPUIFS ǰBOEǰXPVMEǰMJLFǰUPǰTFFǰUIFǰTIBSJOHǰ of kindness among each other as well as showing compassion to the underprivileged people in society.
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