Annual Report 2019

“Customer’s first choice of Auction Company with excellence and fascination of auction services” Union Auction Public Company Limited is professionally committed to being the customer’s first choice auction company. It guarantees customer’s ultimate satisfaction towards the Company services that go beyond expectations and create lasting relations with customers through smooth operation and conduct of a unique auction experience that renders continual benefits in kind and in cash to every customer at every single contact point of excellent service. Provide extraordinary property storage and condition improvement services beyond an auction. We create added value by focusing on building trust, deliver unique quality services that are worthy of customer’s confidence in the Company’s reliable products that can bring about greater impression of and better relation to the customers. The properties and assets shall be acquired through systematic procedures under the official standard of appraisal well recognized by property owners. Therefore, bidders are ensured to have all the well-priced choices at their best possible conditions and functionality. This is to recognize the Company’s motto “ YOUR SUCCESS IS OUR PRIDE ” 1 01 Message from the Board of Directors 45 Management Structure & Board of Directors 02 Report of Risk Management Committee 56 Corporate Governance 03 Report of Nomination and Remuneration 88 Common Shares Held by Directors & Executives Committe 04 Report of Executive Committe 89 Corporate Social Responsibility 06 Board of Director 93 Internal Control 09 Policies and Overall Business Operation 96 Related Party Transactions 10 History and Development of 98 Report of Audit Committee the Company 1 5 Nature of Business 100 Management Responsibility for the Financial Statements 3 3 Market and Competitive Industry 101 Key Financial Information 35 Risk Factor and Risk Management 103 Management Discussion and Analysis 41 General Information and References 111 Auditor’s Report 4 2 Shareholders 117 Financial Statements 43 Management & Organization Structure 155 Details of Directors, Executives and Company Secretary 2 Union Auction Public Company Limtited Annual Report 2019 the Board of Directors and executives are still “confident that this will be a year that Union Auction Public Limited Company will be able to provide service with maximum capacity ” The year 2019 was another year that the dedicated work of employees and executives resulted in an ongoing achievement since 2018. The bustling automotive industry and the used vehicle business enabled Union Auction Public Limited Company to effectively provide auction services and additional services which resulted in good operating results and generated higher dividends to shareholders as well. The year 2020 has a tendency to be a volatile year and has a negative impact on the overall economy as well as the auction industry. However, the Board of Directors and executives are still confident that this will be a year that Union Auction Public Limited Company will be able to provide service with maximum capacity because the Company has been constantly improving the business. Though the Company is not significantly affected by the poor economic system, the business of the Company would be able to overcome the overall crisis of the Thai economy and yield good profit and dividends for another year because the Company has low fixed costs and doesn’t have any liabilities that require interest. On behalf of the Board of Directors, I would like to express our gratitude to the shareholders, executives, employees, business partners, customers and other related persons who have always supported the Company. The Board of Directors would like to assure you that we will supervise and support the Company to operate business in accordance with good corporate governance principles so that the business will grow steadily, continuously and sustainably. - Paiboon Sareewiwatthana - (Assoc. Prof. Dr. Paiboon Sareewiwatthana) Chairman of the Board of Directors 1 Union Auction Public Company Limtited Annual Report 2019 The Risk Management Committee established and reviewed the policy, targets and risk management framework of the Company so that it was suitable for efficient business operations, in accordance with the international standards, properly aligned with the Company's business strategy, and protected the benefits of the Company and shareholders as a whole. In 2019, the Risk Management Committee held a total of 2 meetings. A summary of operational importance is as follows: 1. Established and reviewed the risk management framework of the Company so that it was appropriate and was consistent with the Company's strategic plan and current environment. 2. Supervised departments of the Company to regularly conduct an analysis of various risk factors that could occur. This covered business risk, financial risk, operational risk, natural disaster risk, and external factor risk as well as the tendency of the impact on the Company in order to prioritize the establishment of a risk management plan to prepare risk control guidelines so that they were in an acceptable framework for the Company and reduced the chance that the risk will occur in the future. 3. Followed up and reviewed the implementation of the risk management plan in accordance with the policy and the established annual risk management framework. This was to ensure that the risk management was in accordance with the risk control guidelines and the strategy of the Company. 4. Prepared a risk management committee report in order to present the Company’s important risk issues that the management supervised, reviewed, and monitored to the Board of Directors to acknowledge and give additional comments twice a year. 5. Reviewed the scope of duties and responsibilities of the Risk Management Committee. The Risk Management Committee was of the opinion that in 2019, the Company had a risk management system that was able to sufficiently oversee the Company's major risk and it was suitable for the business operations. This included continually managing risk in accordance with the changing circumstances. The Risk Management Committee held meetings every half of the year which resulted in the effective control of major risk factors of the Company so that they were at an acceptable level so that the Company would be able to achieve success in accordance with the set plan and goals. - Suvit Yoadjarust- (Mr. Suvit Yoadjarust) Chairman of the Risk Management Committee 2 Union Auction Public Company Limtited Annual Report 2019 In 2019, the Nomination and Remuneration Committee held 2 meetings. The important resolutions are summarized below 1. Consider recruiting directors who have appropriate qualifications which are in accordance with the components and the structure of directors based on the Company's business strategy to replace retired directors and propose it to the Board of Directors to consider and approve the appointment of directors according to the resolution of the board of Nomination and Remuneration Committee. 2. Consider remuneration for the year 2019 for the Board of Directors, the Audit Committee, the Risk Management Committee and the Nomination and Remuneration Committee in order to propose it to the Board of Directors and the Shareholders' Meeting for approval. Consideration of remuneration was based on the overall assessment of directors performance, responsibilities and its appropriateness including comparing it to the remuneration of other companies in the same or similar industry. The shareholders' meeting made the resolution according to the proposal. 3. The Nomination and Remuneration Committee reviewed the scope of authority, duties and responsibilities of the Nomination and Remuneration Committee for the year in the Meeting No. 2/2019 on December 17, 2019 in order to ensure that the Nomination and Remuneration Committee performed their assigned duties and responsibilities completely in accordance with the principles of good corporate governance code for listed companies. The board of Nomination and Remuneration Committee carefully performed its duties with honesty in accordance with the duties and responsibilities set out in the Charter of the Nomination and Remuneration Committee and adhered to the principles of good corporate governance code. The board operated its business with transparency for the benefit of all stakeholders - Montri Sokatiyanuruk- (Assoc.Prof. Dr. Montri Sokatiyanuruk) Chairman of the Board of Nomination and Remuneration Committee 3 Union Auction Public Company Limtited Annual Report 2019 The Executive Committee monitored and supervised the management of the Company's business operations in order to operate business in accordance with the established policies, be able to continually run the business effectively and be ready for business expansion that has sustainable growth. The Executive Committee considered and examine any important matters before proposing them to the Board of Directors for consideration. In 2019, the Executive Committee held a total of 22 meetings in order to consider and propose solutions to problems and give suggestions on important matters of the Company. These can be summarized as follows: 1. Considered and Established Business Policies and Strategic Plans: The Executive Committee considered and gave initial comments regarding the Company's business management policy and strategies and also considered the appropriateness of the business plan and the annual budget by continually monitoring

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