Contents Page Message from the Board of Directors ................................................................................................................................ 1 Audit Committee Report ..................................................................................................................................................... 3 General Information ............................................................................................................................................................ 5 Major Accomplishments of the Company .......................................................................................................................... 8 Financial Highlights ............................................................................................................................................................ 9 Management Discussion and Analysis (MD&A) .............................................................................................................. 11 Nature of Business ........................................................................................................................................................... 17 Marketing and Competition .............................................................................................................................................. 24 Risk Factors ...................................................................................................................................................................... 29 Organization Chart ........................................................................................................................................................... 32 Shareholding Structure and Management ....................................................................................................................... 33 Report on Compliance with Principles of Good Corporate Governance ........................................................................ 46 Corporate Social Responsibility ....................................................................................................................................... 56 Report of Independent Auditor and Financial Statements .............................................................................................. 59 Message from the Board of Directors Global economy had been fragile throughout 2015. There customers from AIA Capital Center Building and the Stock was a recession of oil and petroleum energy prices due to Exchange of Thailand Building which was unofficially an oversupply problem, thereby weakening the opened in quarter 3 of 2015 and subsequently opened purchasing power of oil producing countries. Additionally, officially on Monday, 4 January 2016. Train Night Market an upward trend of the US dollar rate and interest rate in at the back of The Esplanade project was opened since the US drove fund flow out of the developing countries, January 2015. Goods in such market diversified and, as a including Thailand. result, attracted the increasing number of customers to the shopping center, resulting in the increase in sales of In 2015, apart from an impact from the global economic shops in The Esplanade project. As the parking lot condition as aforementioned, Thailand’s economy was became scarce, the Company needed to rent additional also affected from the drought at the beginning of the year parking lot to maximize the convenience of its customers. which reduced the population’s income and spending. As a result, the inflation turned negative due to a continuous The operating performance of Mega Bangna project had decline of oil price as well as political instability. This been continually outstanding. In 2015, the tenant mix was affected the decision of foreign and domestic investors. adjusted for the shops whose lease agreements expired The economy slowly expanded comparing with the in May 2015 to support and fulfill the needs of the previous year. The Company, therefore, was cautious in customers, e.g. Greyhound Café, H&M and MUJI, etc. As the improvement and development of the projects to a result, net profit from normal operation increased by correspond with current economic condition. 21% from THB 388 million in 2014 to THB 468 million (recognized according to the Company’s 49% The Festival Walk project, currently renamed to Nawamin shareholding). Mega Bangna project added access Avenue project, had renovated the roof of covered convenience by building a flyover in front of the project, walkway to enhance the convenience of shopping in the which was officially opened on 14 January 2015. project to the customers. Manee MeMore, a Thai styled Additional U-turn was planned around Bangna K.M.7 to shabu-suki restaurant famous for its soup mixed with a red add convenience for those customers transported by car, lump from the head of river prawn, was a new shop which was expected to construct within 2016. opened at the project. It was also opened in two other projects, i.e. The Avenue Chaeng wattana and the As at 31 December 2015, the Company had 22 projects in Esplanade projects. Other restaurants were also just total with total rental area of 408,563 square meters, opened, e.g. Baan Pla Joom, shabu-suki Spicy Isaan Fish, inclusive of the rental area of 180,000 square meters of Chongjaroen Bar & Bistro, and Tom’s Home Pub & Bistro Mega Bangna project. The Company mainly focused on owned by Mr. Tom Rainbow. changing shops as well as developing and improving the existing projects to support the customers in the vicinity The Esplanade added more restaurants to the project, areas. such as Ning Kee Hot Pot (a Hong Kong styled hotpot buffet), Satanee Guay Tiew Ruea, Manee Me More, Hot The Company’s total revenue stood at THB 2,026 million. Star (an XXL Taiwanese style fried chicken), Snow Tree Net profit increased by THB 708 million or 101% to THB (Korean styled shaved ice), Yogurtland from the US, 1,408 million. Its total assets increased by THB 1,962 Croissant Taiyaki (a popular taiyaki from Japan), and million or 16% to THB 14,422 million. Total liabilities Roger That! Quick Meal (Ramen Burger), to support the increased by THB 203 million or 4%. SIAM FUTURE DEVELOPMENT PLC. 1 ANNUAL REPORT 2015 The Board of Directors had managed professionally and with quality as well as ethical and governance transparency with due care, and as a result of domestic fluctuation of the economy which had not yet recovered, the expansion needed to be more carefully considered. However, the Company renovated the existing projects with favorable operating performance and could increase the rentable area this year due to the rapid sale of available space. It also improved the selection process of the tenants of common area for greater efficiency in order to maintain and increase the customer base as well as to earn consistent income for the benefit of all stakeholders in a long run. The accomplishment the Company has made was the result of dedication, commitment and cooperation to perform the duties at their best capability from all groups of business alliances of the Company. The Board of Directors would like to convey a sincere appreciation to shareholders, suppliers, customers, financial institutions, financial advisors and all employees for their continuous trust and support in the past and going forward. (Mr. Oranop Jantaraprapa) Chairman SIAM FUTURE DEVELOPMENT PLC. 2 ANNUAL REPORT 2015 Audit Committee Report Dear Shareholders of Siam Future Development PLC. The Audit Committee of Siam Future Development Public Audit Committee, therefore, is of the opinion that the internal Company Limited consists of three independent directors. audit is independent and appropriate. In 2015 there were five meetings of the Audit Committee, all of which being participated by all members of the Audit Compliance with the Securities and Exchange Law, Committee. In the meeting, the Audit Committee discussed regulations of the Stock Exchange of Thailand and laws with the management, auditor and internal auditor, and related to the Company’s business: The Audit Committee provided their opinion as well as advice independently in has reviewed the compliance with the Securities and the way it should be. The Audit Committee reported the Exchange Law, regulations of the Stock Exchange of operating results in four meetings of the Board of Directors, Thailand and laws related to the Company’s business, and main points and opinions of which as follows: has regularly followed up on the approach of improvement of the management. The Audit Committee is of the opinion Accuracy, completeness and creditability of the financial that the Company complies with the Securities and reports: The Audit Committee has reviewed quarterly Exchange Law, regulations of the Stock Exchange of financial statements, annual financial statements, material Thailand and laws related to the Company’s business. accounting policy and material financial reports. From the scopes of audit plan, audit methods and issued found, Potential conflict of interest transactions: The Audit together with the management and the auditor, the Audit Committee has placed importance on the consideration of Committee is of the opinion that the Company’s financial related party transactions and potential conflict of interest reports were prepared in conformity with generally transactions to ensure that they comply with the laws and accepted accounting principles, accurate, complete and regulations of the