Corporate Governance
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Content Message from the Chairman 001 Message from CEO and CTO 002 Vision & Mission 003 Financial Highlights 004 Board of Directors 005 Managements 006 Board and Management Profile 007 Risk Management Committee Report 014 Nomination Remuneration and Corporate Governance Committee Report 015 Organization Chart 016 Business Overview 017 Risk Factors 034 Management Structure 037 Corporate Governance 047 Corporate Social Responsibilities 058 Anti- Bribery and Anti-Corruption 061 Internal Control and Risk Management 064 Connected Transaction 066 Management Discussion and Analysis 069 Manangement’s Responsibility for the Financial Statement 078 Audit Committee Report 079 Financial Statements 080 Shareholder and Dividend Payment 117 General Information 119 001 Planet Communications Asia Public Company Limited | Annual Report 2019 Message from Chairman Among the rapid and severe technological changes, we, Planet Communications Asia Public Company Limited or PLANET have adjusted and driven our business as our set policy. However, in 2019, encountered by big challenges, despite well-responsive scheme, our operating performance cannot follow as planed. Inevitably, technological change is a key factor for country development in every aspect, particularly economic and social portfolio. We are ready to drive our business to technological changes era. Previously, we have developed our human resources for professionalism, knowledge and capability to continuously cope with such changes, public and clients. Our strong determinations remain on importance and awareness in fundamental rights of shareholders through fairness and equality conducts for shareholders’ rights protection, good corporate governance, in compliance with ethical and moral code of conducts, trade terms and conditions, compliance with business alliance contracts. We mainly focus and operate our business, with local, social and environmental responsibility concerns in terms of safety, quality of life, environmental conservation and efficient use of energy, as well as disclosure of fair, accurate, complete information, goods and services development for reliability, human resources development, maintaining good relationship with business partners, towards public and private organizations through variety of activities. Lastly, on behalf of the Company’s Board of Directors, Executive Management Team, and staff, I would like to express our thank you for all shareholders, business partners, customers, partners and stakeholders who have provided us reliability and support for over years. In 2020, we are confident to create reliability to encounter digital disruption and take part in economic and social enhancement for the sustainable benefits of all of us. Dr. Ruttikorn Varakulsiripunth Chairman of Planet Communications Asia PLC. Planet Communications Asia Public Company Limited | Annual Report 2019 002 Message from CEO and CTO Due to rapid technological changes as well as digital disruption, giving impact on all industries at every aspect, year 2019 was the challenging year for us. We, as total solutions telecommunications service provider, are one of the affected entity from this change. The operating performance cannot meet our set plan. However, we prepared ourselves to cope with this change by organizational adjustment and digital transformation through increasing digital products and services, using technology for business processes improvement, reducing use of paper, developing our personnel for more IT skill, knowledge and understanding , meant for competitiveness capability, sustainable organizational growth, good corporate governance, local, social and environmental responsibilities. We continued our promotion for total solution telecommunication products and services for public and private organizations, including networking, collaboration, digital broadcasting. We have innovated newly, digitally technological products and services, for example, Cloud, IoT, Ai and Cyber Security, have them been upgraded from previous telecommunication systems to serve emerging market. Our previous working process was replaced by new ERP system for more accuracy, process minimization and more smooth working process, display of accounting transactions for analysis and tools for more efficient management. Our personnel took vital part in driving digitally technological changes. Therefore, our policies were set to make our personnel have more IT skill, knowledge and competency for daily operation as well as learning about change or emergence of digital technologies. Throughout our operation in 2019, we adhered to the compliance with good corporate governance policy, transparency, all kinds of anti-corruption, local, social and environmental responsibilities. For business trend in 2020, we are confident that we can secure our business operation and encounter digital disruption, with profits gained and allocated for our stakeholders and shareholders. We will move forward and drive for 10% profit growth as targeted. Mr. Prapat Rathlertkarn Mr. Trevor John Thompson Chief Executive Officer (CEO) Chief Technology Officer (CTO) 003 Planet Communications Asia Public Company Limited | Annual Report 2019 Vision & Mission Vision PlanetComm : Digital Technology for a Better Quality of Life Mission PlanetComm aims to provide solutions for our valued customers. In digital transformation era, Technology is the key success factor. PlanetComm is dedicated to making use of it to maximize the efficiency business. Awards 2019 • Cisco Premier Certified Partner • Cisco Advanced Collaboration Architecture • Cisco Advanced Collaboration Architecture Specialized Partner Specialization • Cisco Premier Certified Partner • Cisco WebEx Cloud Collaboration Resale Partner • Cisco Express Specialized Partner • Cisco Registerd Partner • Polcom RealPresence Services Specialization, • Cisco Authorized CRM Hybrid reseller RealPresence Implementation Services Specialization • Cisco Meeting Server formerly Acano and RealPresence Solutions Specialization • Cisco Smart Care Registered Partner • An Authorized Distributor of Extron • Cisco Smart Care Registered Part: Weight-Based 2013 • Cisco ASEAN Collaboration Workplace • ATP - Cisco TelePresence Video Master • FY13 Public Sector Partner of the Year by Cisco Transformation Champions 2016 • FY13 Top YoY Growth of the Year (2 Tier) by Cisco 2018 • Total Innovation Management Awards (TIM 2016) by • TVU Best Performance/Market Unified Communications 2013 • Granted the certified by Thailand’s Private Sector SET & MAI • ClearOne Project Achievement Award Collective Action Coalition Against Corruption (CAC) • Excellence in Industry for APAC by Polycom • Codan Authorized Partner 2013 • An Authorized Distributor of Steam Labs Products • Polycom Platinum Partner • Cisco Premier Certified Partner 2013 • An Authorized Extron Reseller 2015 • The Top Cogeniality Collaboration Partner Award by Cisco 2017 • Most Improved Var Year-on- Year Revenue 2012 • An Authorized Partner of Secure Communications by Airbus Increased by COBHAM • Cisco TelePresence Video Master Authorized • An Authorized distributor for its products in Cambodia, 2014 • Cisco Technology Partner Laos, Myanmar, Thailand and Vietnam by GD Satcom • Most Improved Var Year-on- Year Revenue Increased • FY12 Public Sector Partner of the Year by Cisco • Innovation Product (Mobile Phone Jammer T-Box 3.0) by NSTDA by COBHAM 2011 • Top Enterprise Partner Award by ZYXEL Planet Communications Asia Public Company Limited | Annual Report 2019 004 Financial Highlight Revenue Structure Incomes 2017 (Million Baht) 2018 (Million Baht) 2019 (Million Baht) Revenue from Sales - Telecommunication System 386.29 (56.71%) 387.90 (50.75%) 472.56 (55.62%) - Digital TV and Broadcast 16.55 (2.43%) 16.06 (2.10%) 55.52 (6.54%) Sale of distributed products 402.84 (59.14%) 403.96 (52.85%) 528.08 (62.16%) Sale of PlanetComm products 142.81 (20.97%) 131.25 (17.17%) 92.43 (10.88%) Revenue from Services 129.59 (19.02%) 214.45 (28.06%) 214.64 (25.27%) Total Revenues from Sales and Services 675.24 (99.13%) 749.66 (98.09%) 835.15 (98.34%) Other Revenues 5.93 (0.87%) 14.63 (1.91%) 14.06 (1.66%) Total Revenues 681.17 (100.00%) 764.29 (100.00%) 849.21 (100.00%) Cost of Good Sales and Service / Gross Profit Margin 2017 GP 2018 GP 2019 GP Cost of Good Sales and Services (Million Baht) (%) (Million Baht) (%) (Million Baht) (%) Cost of Good Sales and Services 311.44 (22.69%) 341.37 (22.18%) 485.04 (8.15%) - Telecommunication System 297.32 (23.03%) 299.58 (22.77%) 443.47 (6.16%) - Digital TV and Broadcast 14.12 (14.69%) 14.79 (7.88%) 41.57 (25.13%) Cost of PlanetComm Products 130.54 (8.59%) 116.41 (11.31%) 78.28 (15.31%) Cost of Services 99.85 (22.95%) 155.16 (27.65%) 116.48 (45.73%) Total Cost of Sales and Services 541.83 (19.76%) 585.94 (21.84%) 679.80 (18.60%) Asset Liabilities Revenue Structure Million Baht 900 490 850 14.06 890 480 800 880 470 14.63 750 870 460 214.64 700 5.93 860 450 650 214.45 850 893.86 440 481.83 600 129.59 840 430 92.43 550 830 420 447.67 848.07 500 55.52 820 410 142.81 131.25 450 810 400 813.75 400.70 400 16.55 16.06 800 390 2017 2018 2019 2017 2018 2019 350 300 250 Shareholder’s Equity D/E Ratio 200 386.29 387.90 472.56 150 100 2560 (2017) 2561 (2018) 2562 (2019) 450 1.20 440 1.15 Distributed Product (Telecommunication) 430 1.10 420 1.05 Distributed Product (TV & Broadcast) 410 1.00 1.17 400 0.95 PlanetComm Product 390 0.90 400.40 413.054 12.03 1.12 0.97 0.85 380 Services 370 0.80 360 0.75 350 0.70 Other Revenues 2017 2018 2019 2017 2018