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253Fdc691d0efaa398fac3423cf4 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. Annual Report 2017 Auction Public Company Limited \ 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 Annual Report 2017 Auction Public Company Limited Message from Chairman of the Board of Directors Organisation Structure Report of Risk Management Committee Management Structure & Board of Directors Report of Nomination and Remuneration Committee Corporate Governance Report of Executive Committee Common Shares Held by Directors & Executives Board of Directors Corporate Social Responsibility Policies and Overall Business Operation Internal Control History and Development of Related Party Transactions the Company Report of Audit Committee Nature of Business Management Responsibility for the Financial Statements Market and Competitive Industry Key Financial Information Risk Factor and Risk Management Management Discussion and Analysis Legal Disputes Auditor’s Report General Information and References Financial Position Shareholders Notes to Financial Statement Management Details of Directors, Executives and Company Secretary Annual Report 2017 Union Auction Public Company Limited 1 Even though Union Auction improved its services, location and expanded the scope of business in accordance with the guidelines that the Board and the executives planned, the final earnings income numbers did not rise to reach the target goal in 2017. This is due to the impact of the Thai automobile industry and the unfavorable environment conditions did not grant an expansion of the automobile-focused auction business. In addition to this, End Users for both car dealers and people that sell their car at an auction have not yet achieved the results. As a result, the net profit in 2017 decreased slightly compared to the year 2016. Looking ahead to the year 2018 and the period of time after that, the Board of Directors and executives see a better future and better opportunities for business because the overall economy of Thailand started to improve although this still does not fully affect the second-hand car business and auction. In 2017, other than providing services to improve the standard of services and accelerating the confidence building of End Users in order to participate in auctions, the Company also plans to expand its business operations to the business continuity and hopes to result in a better performance in 2018 than in the previous year. On behalf of the Board of Directors, I would like to express our gratitude to our shareholders, executives, employees, partners, customers and other stakeholders for always supporting the Company. On behalf of the Board of Directors, I would like to assure you that the Company will operate it business by adhering to corporate governance principles and good corporate governance in order to steadily and sustainably build business growth. (Assoc. Prof Dr. Paiboon Sareewiwatthana) Chairman of the Board of Directors Annual Report 2017 Union Auction Public Company Limited 1 The Risk Management Committee performed its duties as assigned by the Board of Directors and performed its duties and responsibilities as specified in the Risk Management Committee Charter. This was done by setting the risk management policy, preparing the risk management plan, the risk assessment and the business risk management of the Company which included preventative risk measures and regular follow up. In the previous year, 2017, the Risk Management Committee held a total of 3 meetings and the significant matters are summarized as follows: The Risk Management Committee defined and reviewed the risk management framework throughout the organization and deemed it to be appropriate and in line with the Company's strategy and operations amidst changing circumstances. The Risk Management Committee monitored, evaluated and provided recommendations on the Company’s operations and investment in order to ensure that management had managed in accordance with the acceptable level of risk. There were guidelines that established concrete and practical control measures (Mitigation Plan) to reduce any damages that may occur in a timely manner. The Risk Management Committee considered, commented and gave opinions on the organizational risk list in order to be aligned with the business direction, strategic plans, and corporate goals. The Risk Management Committee reported the results of risk management throughout the organization and to the Board of Directors to acknowledge. The Risk Management Committee is confident that the Company has effective risk management that is in accordance with the internal control system and corporate governance guidelines. (Mr. Suvit Yoadjaras) Chairman of the Risk Management Committee Annual Report 2017 Union Auction Public Company Limited 2 In 2017, 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 2016 for the Board of Directors, the Audit Committee, the Risk Management Committee and then 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 director’s 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. 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 good corporate governance principles that were in line with corporate governance. The board operated its business with transparency for the benefit of all stakeholders. (Assoc.Prof. Dr. Montri Sokatiyanuruk) Chairman of the board of Nomination and Remuneration Committee Annual Report 2017 Union Auction Public Company Limited 3 In 2017, despite economic problems, an impact from other areas along with greater business competition, the Company had to adapt at all times in order to keep up with the changes that took place. The Company had to adjust faster in order to accurately meet the needs of customers quickly. The Company also held the No. 1 market share for the longest consecutive time. This was due to the commitment of the team. This year, the Company rebranded the corporate image so that it was more modern and relatable and was able to increase service potential. In addition to this, the Company also improved its facilities so that they are more beautiful and convenient in order to better accommodate its customers. Other than the business operations, the Company adhered to ethical principles, corporate governance and good corporate governance guidelines and also maintained its business approach with prudence. The primary goal was to grow the Company to be strong and sustainable and to maintain social and community responsibilities together with an appropriate use of resources. On behalf of all executives and employees, I would like to express our gratitude to everyone for always supporting our operations. Please be assured that all executives and employees are very dedicated and they performed to their full potential in order to maintain and continue to be a leader in the auction business and to be a Company that is free of corruption. (Mr. Suvit Yoadjarus) Chairman of the Board of the Executive Committee Annual Report 2017 Union Auction Public Company Limited 1 1 2 3 4 6 7 5 5 As December 30, 2017 1. Assoc. Prof Dr. Paiboon Sareewiwatthana Director/ Chairman of the Board / Nomination & Remuneration Director 2. Assoc. Prof. Dr. Sauwanee Thairungroj Director/ Chairman of Audit Committee/ Vice Chairman of Nomination and Remuneration Committee/ Independent Director 3. Assoc. Prof. Dr. Montri Soktiyanurak Director/Audit Committee/ Chairman of Nomination and Remuneration Committee/ Independent Director 4. Mr. Sarawut Charuchinda Director/Audit Committee / Independent Director/ Risk Management Committee 5. Mr. Thepthai Sila Director / Managing Director / Executive Director / Risk Management Committee 6. Mr. Suvit Yoadjarust Director / Chairman of Executive Director/ Chairman of Risk Management Committee 7. Mr. Varunyoo Sila Director/ Deputy Managing Director/ Executive Director / Risk Management Committee Annual Report 2017 Union Auction Public Company Limited 2 The Company made changes in order to develop the Company’s sustainable growth and to put an emphasis on providing quality services by enhancing its operations and
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