NCH: N. C. Housing Public Company Limited | Annual Report 2013
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A Happy Living Community Vision TO BE A PROPERTY DEVELOPMENT COMPANY PROVIDING INTERNATIONAL QUALITY OF PRODUCTS AND SERVICES WITH MODERN MANAGEMENT AND UTILIZING THE LATEST TECHNOLOGY AND STANDS READY TO EXPAND BY CO-INVESTMENT DOMESTICALLY OR INTERNATIONALLY. Mission • TO DEVELOP A STRONG AND ENCOMPASSING INVESTMENT AND BUSINESS EXPANSION STRATEGY • TO CONTINUALLY DEVELOP QUALITY PRODUCTS AND SERVICES • MAXIMIZE CUSTOMER SATISFACTION AND MAXIMIZE STAKEHOLDERS’ BENEFIT. • CONTINUALLY DEVELOP STAFF CAPABILITY AND TEAM WORK • EMPHASIZE GOOD CORPORATE GOVERNANCE • STRENGTHEN NETWORK AND BUSINESS RELATIONSHIPS Company’s Value DILIGENCE, DEDICATION HONESTY, INTENT SELF DEVELOPMENT TEAM WORKING CONTENTS 4 FINANCIAL HIGHLIGHTS 6 MESSAGE FROM THE CHAIRMAN 8 BOARD OF DIRECTORS AND SENIOR MANAGEMENT 13 MANAGEMENT’S INFORMATION 33 COMPANY AND SUBSIDIARIES’ BUSINESS PROFILE 33 SHAREHOLDER STRUCTURE OF N.C. GROUP 33 BUSINESS OVERVIEW 37 SALES REVENUE BREAKDOWN BY PURCHASE PREFERENCE 37 OPERATING POLICY OF N.C. HOUSING PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES 38 INCOME STRUCTURE OF N.C. GROUP 39 CURRENTLY ACTIVE PROJECTS 41 INDUSTRY OUTLOOK 45 RISK FACTORS 46 SHAREHOLDER AND MANAGEMENT STRUCTURE 46 CAPITAL STRUCTURE 49 DIVIDEND PAYMENT POLICY 50 ORGANIZATION STRUCTURE 51 MANAGEMENT STRUCTURE 55 REMUNERATION FOR BOARD MEMBERS AND SENIOR MANAGEMENT 57 PERSONNEL DEVELOPMENT POLICY 60 GOOD CORPORATE GOVERNANCE 78 CORPORATE SOCIAL RESPONSIBILITIES 84 INTERNAL CONTROL AND RISK MANAGEMENT 88 GOOD CORPORATE GOVERNANCE REPORT FROM THE AUDIT COMMITTEE 89 AUDIT COMMITTEE’S REPORT 91 NOMINATION COMMITTEE’S REPORT 92 REMUNERATION COMMITTEE’S REPORT 93 RELATED PARTIES TRANSACTIONS 97 MANAGEMENT DISCUSSION AND ANALYSIS 104 BOARD OF DIRECTORS’ DUTIES ON FINANCIAL DISCLOSURE 105 FINANCIAL STATEMENTS 2013 170 GENERAL INFORMATION 4 Annual Report 2013 Financial Highlight Consolidated Financial Statements 2013 2012 2011 Financial Performance (THB Million) Revenue from sales, construction and services 1,646 1,549 2,039 Total Revenues 1,681 1,574 2,049 Cost of sales, construction and services 1,095 1,015 1,272 Total Expenses 1,548 1,437 1,709 Gross profit 551 532 768 Net profit (loss) 105 91 193 Financial Status (THB Million) Assets 4,447 3,700 3,311 Liabilities 2,151 1,467 1,092 Shareholders' equity 2,297 2,233 2,219 Paid-up share capital 1,186 1,186 1,186 Per Share (THB) Earnings (THB) 0.09 0.08 0.16 Book value (THB) 1.94 1.88 1.87 Dividend 0.034* 0.035 0.070 Financial Ratio Gross profit margin (%) 32.77 33.82 37.64 Net profit margin (%) 6.26 5.77 9.40 Return on equities (%) 4.58 4.07 8.68 Return on assets (%) 2.37 2.45 5.82 Liquidity ratio (Times) 4.07 4.94 5.74 Debt to equity ratio (Times) 0.94 0.66 0.49 * The dividend payments be made on AGM 2014 (April 24,2014) Total Presale Transferred (Million Baht) (Million Baht) 2,087 1,192 2010 2010 2011 2,478 2011 1,489 2,790 1,540 2012 2012 3,400 1,641 2013 2013 0 1,000 2,000 3,000 4,000 0 500 1,000 1,500 2,000 1,000,000 Happines 10,000 Families MORE 100 Designs 40 Projects Your Home Our Heart 6 Annual Report 2013 Message from The Chairman ( Mr. Sudham Chatwalwong ) Chairman Annual Report 2013 7 In 2013, Thailand’s overall economy grew by 2.9 percent. sales in the first phase. The other two projects are under the The growth rate in Quarter 4 was at 0.6 percent, which was “Baan Fah” brand within the Baan Pah Piyarom project, a lower than 5.4 percent, 2.9 percent and 2.7 percent in Quarter 1,000-rai housing area located in Lamlukka Khlong Hok that 1, Quarter 2, and Quarter 3, respectively. In terms of expen- previously consisted o 13 projects and can be considered a diture, there were supporting factors due to the government major “Township Development” community. These two proj- expenditure, export and inventory accumulation, meanwhile ects are the Baan Pah Piyarom Terre (Phase 12), a 456-unit the household expenditure shrank. For the production sector, townhouse project, worth 713 million baht, under the concept there were supporting factors from the ongoing expansion in “Modern Tropical Town Home” and the Baan Pah Piyarom hotels and restaurants, agriculture, and real estate, accounting Lake Grande (Phase 13), a 144-unit detached house project, for a growth rate of 4.4 percent in terms of both demand and worth 693 million baht, with the “Modern Tropical” style. All supply. Also, the increase in land price caused the housing of these projects are well-received by the customers. price to be higher. The real estate market in 2014 sees many supporting In 2013, the Company adjusted its operation strate- factors as well as risk factors, which are uncertainty in the gies. Thanks to the dedication and attention of the board, the world’s and domestic economy, political stability, a hike in executives and all employees, the Company’s success can production costs and wage, labor shortage, and the tendency be reflected from its performance outcomes. In 2013, the of rising energy cost. Nevertheless, there are also supporting Company’s sales revenue reached 1.641 billion baht, up by 6 factors such as the policy about interest rate, which tends to percent when compared to that in 2012. Its total revenue was remain low. 1.681 billion baht in 2013, up by 7 percent when compared to that in 2012, and its net profit was 105 million baht, up by However, the Company is extremely confident that it 16 percent when compared to that in 2012. will develop the capacity, increase the competitiveness, and manage to reach the corporate goals and generate maximum The Company had a policy to expand its market to return to all stakeholders namely shareholders, customers, reach new customers and achieve continuous growth in terms partners, employees, community, society and environment of revenue. The expansion included many new locations in under the good corporate governance principle and NC Group’s Bangkok, the greater metropolitan areas, and major cities of brand vision “A Happy Living Community.” each high-potential region. In 2013, the Company opens 3 new projects, worth over 1.9 billion baht in total. The Natureza North On behalf of the Company’s Board of Directors, I would Pattaya (Phase 2) is a 406-unit condominium project worth like to extend our gratitude to you for always being a part in 590 million baht. With its concept “Community in the Park”, contributing to N.C. Group’s success. this project now opens the second phase after its successful 8 Annual Report 2013 Board of Directors Mr. Piboon Limpraphat, Ph.D. Mr. Kobsak Pongponrat Director, Independent Director, Director, Independent Director, Chairman of the Audit Committee, Member of the Audit Committee and Chairman of the Nomination Committee and Member of the Nomination Committee Chairman of the Remuneration Committee Mr. Sudham Chatwalwong Mr. Vichit Vichaisarn Chairman Director, Independent Director, Member of the Audit Committee and Member of the Remuneration Committee Annual Report 2013 9 Mr. Somnuek Tanthathoedtham Director, Member of the Nomination Committee Mr. Rungsarn Nuntakawong and Executive Director Director and Executive Director Mr. Somchao Tanthathoedtham Director, Member of the Remuneration Committee and Chairman of the Mr. Wichian Silapacharanan Board of Executive Directors Director and Executive Director 10 Annual Report 2013 Senior Management Mr. Somchao Tanthathoerdtham Chief Executive Officer (Authorized Director) Mr. Wichian Silapacharanan Senior Executive Vice President (Administration) (Authorized Director) Mr. Rungsarn Nuntakawong Mr. Somnuek Tanthathoedtham Senior Executive Vice President Senior Executive Vice President (Operation 1) (Authorized Director) (Operation 2) (Authorized Director) Annual Report 2013 11 Mr. Boonchai Rojpanich Senior Vice President Mr. Warapong Nilsiri Senior Vice President (Operation 3) Mrs. Nopparat Wichaiyutphong Senior Vice President, Marketing Department Mrs. Suangphat Jareraruai Ms. Yossawan Rungwara Senior Vice President Executive Vice President 12 Annual Report 2013 Mr. Walatchanat Rujidasirisakul Vice President, Financial Department Ms. Sumanee Boonsarana Senior Vice President, Accounting Department Mrs. Nampetch Tantawiriya Mrs. Ajchara Kingsai Ms. Kamonwan Sawadchai Senior Vice President, Senior Vice President, Vice President, Human Resource Department์ Sales Department Accounting Department Annual Report 2013 13 Management’s Information Age 69 % of Shareholding* Mr. Sudham Chatwalwong - Chairman Relations - Education / Training Background • Master of Engineering (Hydraulic Engineering), Asian Institute of Technology (AIT) • Bachelor of Engineering (Hydrology), Chulalongkorn University • Diploma, National Defense College, No. 399 Attendance of Thai Institute of Directors Association (IOD) Seminar • Director Certification Program (DCP 53/2005) Experience for the past 5 years 2007 - Present Chairman N.C. Housing Plc. Property Development 2007 - February 2011 Chairman and Independent Director N.C. Housing Plc. Property Development 2003 - 2007 Director, Independent Director, and Member of the Audit Committee N.C. Housing Plc. Property Development 2002 - 2004 Governor Metropolitan Waterworks Authority State Enterprise 14 Annual Report 2013 Age 74 Mr. Piboon Limpraphat, Ph.D. % of Shareholding* Director, Independent Director, - Chairman of the Audit Committee, Relations Chairman of the Nomination Committee and - Chairman of the Remuneration Committee Education / Training Background • Ph.D. University of Illinoios • M.A. (ECON), University of Philippines • Bachelor of Economics, Thammasat University Attendance of Thai