GMM GRAMMY PUBLIC COMPANY LIMITED ANNUAL REPORT 2010 CONTENTS Messsage From Chairman And Co-Chief Excutive Officers 004 Audit Committee Report 005 Board Of Directors 006 Executive Committee And Organization Chart 012 Business Structure & Investment Structure 013 Corporate Social Responsibility 016 Financial Highlights 030 Revenue Structure 031 General Information 032 Risk Factors 052 Captial, Management Structure And Corporate Governance 054 Connected Transactions 086 Corporate Governance Report 095 Management Discussion And Analysis 096 Report On The Board Of Director’s Responsibility 097 Towards The Financial Statements Independent Auditor’s Report And Financial Statements 098 Companies In Which Gmm Grammy Holds More Than 10% 147 Details of Board of Directors And Management Team 150 Other Reference Persons 159 MESSSAGE FROM CHAIRMAN AND CO-CHIEF EXCUTIVE OFFICERS MESSSAGE FROM CHAIRMAN AND CO-CHIEF EXCUTIVE OFFICERS Dear Shareholders, In 2010, the Company adjusted and developed its music The publishing business line has increasingly shifted over to business so that revenue streams primarily came from three new media. For instance, Maxim is published in an e-gazine. business lines: digital music, artist management, and show Content from this business line will also be increasingly business. This was accomplished by reducing the production applied to satellite business, as well as selling content capacity of physical products, and ramping up sales of digital through new electronic gadgets such as the iPad. music to better match the lifestyles of consumer behavior that The movie business line produced a total of three films, has shifted in tandem with modern technological innovations. of which “Kuen Muen Ho” (‘Hello Stranger’) brought in Baht The Company believes that making these changes will 126.3 million, making it the highest box office revenue making support and strengthen Grammy’s content so that it can be Thai film screened in 2010. more readily deployed in a wider range of revenue generating In short, the Company is revolutionizing its business channels. structure to be able to more comprehensively capture new Besides changes in the music business, the Company business opportunities, making this period a critical juncture continues to focus on key business lines under its new in terms of planning its long-term growth strategy. Besides strategic model which emphasizes being an “Entertainment strengthening its framework, the Company is a leader in and Multimedia Business”. The three areas expected to be producing a complete array of content. Because Grammy outstanding in the future are digital music, satellite television, believes that quality content can be employed in many ways and artist management. Over the past year, digital music over a longer period of time, the material can be managed business revenues rose to a satisfactory level, with the to adapt to different media and equipment to conveniently greatest growth due to monthly subscription services and match consumers’ lifestyles as much as possible. Moreover, income from every mobile telephone operator. the Company will continue to create media platforms that The satellite business line operated a total of six channels in matches every period, from new media or segmented media, 2010: Fan TV, Bang Channel, Green Channel, Acts Channel, supported by mass media which a field that Grammy is a Money Channel, and Saranair Channel. The last is a new comprehensive leader. channel that aired its pilot program in October 2010. The Nonetheless, Grammy’s duties cannot be accomplished variety shows are produced by a company jointly-owned without the support of shareholders, members of the with Lucks 666 Company Limited. management team, business allies, financial institutions, The “Neo Artist Management” business line focuses on relevant public sector agencies, public relations and locating and developing artists. The emphasis rests solely advertising agencies, and every customer, as well as the on grooming every artist so they can work in any field in Group’s employees who have wholeheartedly cooperated in the entertainment business. Thus, these artists are trained surmounting many obstacles. to sing, dance, act, and develop their emotional quotient Above all, the GMM Grammy Group continues to uphold its to endure the pressures of the industry. The Company is intention to conduct its business on the basis of ethical and confident that this new business model and investment in good corporate governance principles, and demonstrating individual artists will yield better returns than the old business corporate social responsibility (CSR) until it is embedded in model. the corporate culture. This will be achieved by integrating the The Company’s fundamentals in other areas showed organization’s vision, duties, strategies, and goals, to inspire satisfactory growth even though Thailand continued to face confidence in shareholders, investors, and every stakeholder, political and economic problems. and lead the Company to greater business success. At the Producing programs for free television channels continued same time, the Company will continue its unceasing support to expand, particularly in primetime dramas, sit-coms, and and development of education, sports, communities, society, reality shows such as The Star 6. These popular programs and the environment. are not only widely acclaimed, but they are also means of On behalf of the Board of Directors, I would like to thank developing new artists, especially through variety shows and everyone, in hopes that the Company will continue to grow dramas targeting teenaged viewers, which are genres that and advance sustainably to yield good long-term returns to Grammy excels in, and remains a leader. every shareholder in terms of the shares’ long-term price The radio business line’s revenues rose from expanding increase and satisfactory annual dividends to reciprocate through organizing show business performances activities your trust in us over the years. through radio programs, and providing various tourism related services. The response from the audience continues to be positive. Mr. Paiboon Damrongchaitham (Miss Busaba Daoruang) (Mrs. Saithip Montrikul Na Ayudhya) Chairman Co-Chief Executive Officer Co-Chief Executive Officer 04 AUDIT COMMITTEE REPORT : GMM GRAMMY PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES AUDIT COMMITTEE REPORT : GMM GRAMMY PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES The Audit Committee (“the Committee”) has been appointed of the External Auditor for the year 2011 was approved by the by a resolution passed by the Board of Directors which Board of Directors and will be proposed to the Shareholders comprises 4 independent Directors. Mr. Chai Nasylvanta was for their further approval. For the year 2010, the Committee appointed Chairman of the Audit Committee and the other conducted 1 meeting with External Auditor. members are Mr. Dej Bulsuk, Mr. Weerawong Chittmittrapap 5. Reviewed related transactions or conflict of interest issues and Ms. Suvabha Charoenying. The Director of the Internal to ensure that transactions were reasonable and fair in Audit Department serves as the secretary to the Committee. accordance with the rules or announcements of the SET and In 2010, the Committee had performed according to the the disclosures were correct and complete. Audit Committee Charter which complies with the relevant 6. Reviewed and acknowledged internal audit results quarterly. rules and regulations set forth by the Stock Exchange Followed up management actions and progresses on the of Thailand and the Good Corporate Governance policy. internal and external audit findings and recommendations. The Committee conducted 5 meetings, The summary of Approved the internal audit plan for the year 2011. In attendance of Audit Committee members is as follows : addition, the Committee reviewed the Independence of the Internal Audit and concurred to the performance evaluation REGULAR NAME POSITION MEETING of the Internal Audit staffs and their remunerations which were assessed and proposed by Chief Executive Officer. 1. Mr. Chai Nasylvanta Chairman 4/5 7. Annually reviewed and updated the Charter of Audit 2. Mr. Dej Bulsuk Member 5/5 Committee and Internal Audit, to ensure that the Charters still suit with the Company’s business environment. 3. Mr. Weerawong Chittmittrapap Member 4/5 8. Conducted the Audit Committee self assessment on 4. Ms. Suvabha Charoenying Member 1/1 its composition, qualification, activities in compliance to the audit Committee Charter, training, authority and the Mr. Wanich Jarungidanan Member -/3 independence. For the year 2010, the Committee concluded that the Committee has adequately completed its duty as The Committee activities could be summarized as follows: assigned and reported the assessment results along with the 1. Reviewed the quarterly and the annual financial statements Committee’s activities to the Board of Directors Meetings on for the year 2010 regarding the disclosure of significant February 25, 2011. information, rendered by the Internal Audit Department, 9. Reviewed that the Company abided by the Good Corporate the External Auditors and the Management, to ensure the Governance and Code of Ethics Policies. Reviewed and accuracy, reliability and adequacy. updated the policy with the Management and internal auditor 2. Reviewed the efficiency and the adequacy of the GMM to suit with the Company’s business environment before Grammy Group’s internal control system in cooperation with rendering