Annual Report 2013 - 56-1

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Annual Report2013

World ClassHigh TrustThai Touch

ContentMessage from the Chairman2Corporate Governance72Message from Management4Corporate Social Responsibilities95Policy and Business Overview8Internal Control and Risk Management101Business Operations15Related Parties Transactions105Risk Factors43Essential Financial Information124General Information47Management’s Discussion and Analysis182Shareholders54Board of Directors200Dividend Policy55Management205Management Structure56Thai On-Line Offices210Investors can find further information on the Company from the Company’s Annual Registration Statement (56-1)which can be downloaded at www.sec.or.th or www.thaiairways.com

Messagefrom the ChairmanThe Company will continue tomake changes in its operationswith the objective of enhancingoverall value of the Companywhile providing an appropriatereturn for its stakeholders whileensuring healthy, steady andsustainable growth as theCountry’s national flag carrier.2Annual Report 2013

MESSAGE FROM THE CHAIRMANWith rapid technological development ineconomic slowdown that is only now seeing greaterthe past 5 years, the ability to compare and choosestabilization and slow recovery. It is a similar story forproducts, services and prices are put in the hands2013 where the economic health of all major globalof the consumers. Aircraft information, flighteconomies reflected uncertainties while the domesticschedules and ticket prices are readily accessiblepolitical stand-off further dampened air traveland comparable on demand through various mobiledemand thus causing adverse impact on thecommunication devices. Payment longer requiresCompany’s financial performance.physical trips to the bank or ATMs, can now beAs one, the Company’s Board of Directors,management and all employees have been workingexecuted on-line from anywhere around the world.As technology has enabled customers to pickin concert to rapidly change and adjust strategies toand choose, it has been the cause for the change ingrow quality revenue, reduce unnecessary cost,the way business is run in the commercial aviationenhance relationship with customers and diversifyindustry. There has been a rapid proliferation of newsales channel including a new technologicalairlines that are more readily geared towards cateringplatform for online sales. Despite changes undertakento the needs of the new generation of air travelers.within, one thing remains rock steady - theServices of these new airlines range from very simpleattentiveness in providing safe service for THAI’sservice structures to the most high-end in services.passengers. Ongoing development of humanConsumer behavior has also changed over timeresource, supporting employee morale and thefor various market segments. Nowadays size ofcommitment to corporate social responsibilitiesconsumer group such as younger generation of airare all part of the Company’s strategy to ensuretravellers is growing rapidly while number ofthat THAI retains customers’ trust and that THAIwealthy people has also increased parallelingwill be continue to their “First Choice Carrier.”with the growth in the population of senior citizens.I would like to close by expressing myAs market segmentation has become more distinct,gratitude on behalf of the Members of the Boarddifferent airlines are able to provide productsof Directors, management and employees to ourand services that best suits demands of the variousvalued customers, shareholders and all relatedniche markets.parties for their ongoing trust and support forTHAI’s operations for the past 5 years haveTHAI. The Company will continue to make changesbeen relatively stable despite challenges posed byin its operations with the objective of enhancingthe ever changing operating environment. Theoverall value of the Company while providing anCompany has had to make major strategic changesappropriate return for its stakeholders whileto its internal organization to better reflect theensuring healthy, steady and sustainable growth aschanging consumer behavior. This is in parallel to thethe Country’s national flag carrier.various unforeseen events that have posed its ownset of challenges upon the Company. Factors thathave interchangeably impacted THAI’s overall(Signed)Mr. Ampon Kittiamponoperating and financial performance over the past(Mr. Ampon Kittiampon)few years have been natural disaster, epidemics alongChairmanwith social and political uncertainties, and the globalMarch 6, 2014Thai Airways International Public Company Limited3

Messagefrom ManagementTHAI’s management is aware and mindfulof the necessity to ensure healthy operationsproviding all stakeholders with an appropriatelevel of return with ongoing internal changesto improve THAI’s overall performance.Not neglecting another important aspect isthe necessity for ongoing training anddevelopment of its human resource to meetchanging skills in a very dynamic environmentand succession planning to ensure businesscontinuity and for THAI to be amongthe leaders in air travel service providers.4Annual Report 2013

MESSAGE FROM MANAGEMENT2013 was another challenging year for ThaiTHAI’s management is aware and mindful ofAirways International Public Company Limited (THAI)the necessity to ensure healthy operations providingas a number of external factors bore significantall stakeholders with an appropriate level of return.impact on the Company’s overall operations. DespiteThe change in organization structure within thethe impact of foreign currency exchange and theCommercial Department, push for a more activewrite down of asset value adversely impactedinternet sales, market repositioning, change inthe Company’s financial performance, the Companypricing structure, diversifying distribution channelsis still financially stable. Nonetheless, rapid actionsand niche marketing are all part of the ongoingare being taken to improve quality revenue andinternal changes to improve THAI’s overallenhance overall efficiency and improve overallperformance. Not neglecting another importantfinancial performance.aspect is the necessity for ongoing training andProduct and service enhancement has been atdevelopment of its human resource to meetthe forefront of the Company’s strategic initiatives.changing skills in a very dynamic environmentNew aircraft joining THAI’s fleet over the past fewand succession planning to ensure businessyears have the latest lie-flat seats and on demandcontinuity and for THAI to be among the leadersentertainment system. Other product improvementin air travel service providers.inlude greater seating comfort for passengersOn behalf of the Management and all thewith additional seat pitch, food variety and taste thatemployees here at THAI, I would like to take thishave been recommended by renowned chefs. Allopportunity to thank all our customers, businessof the improvements in standards and qualitypartners and shareholders for the trust in and strongof service and comfort stand on the single principlesupport for THAI. Everyone here at THAI is focusedof passenger safety.on enhancing the quality of service rendered to ourDespite having successfully achieved itscustomers and strategy adjustments are beingproduct improvement targets in 2013 and alsomade to better reflect the current challenges of thehaving received accolades and numerous awards,operating environment to ensure THAI’s long-termthe key challenges for the Company have been thesustainability.broad selection of airlines available to the travelingpublic to choose combined with the impact fromunforeseen events which have lasted longer(Signed)Mr. Chokchai Panyayongthan expected. The impact has been that travel(Mr. Chokchai Panyayong)demand to and from Thailand has been adverselySenior Executive Vice Presidentaffected with many having indecisions about travelingCorporate Strategy and Sustainable Developmentto Thailand and thus causing air traffic to drop belowActing Presidentearlier projected amount.March 6, 2014Thai Airways International Public Company Limited5

A Pride ofThai International Airline

Policy andBusiness OverviewCompany HistoryRecognizing the future potential in airtravel service, the Royal Thai Government in 1960established Thai Airways International, a jointinvestment between Thailand ’s domestic aircarrier, Thai Airways Company (TAC) and ScandinavianAirlines System (SAS) with the initial purpose ofproviding international commercial air travelservices with management and technical supportprovided by SAS. On March 29, 1960, the Companywas incorporated with an initial capital of THB2 million with SAS holding a 30% share while theremaining was held by TAC.On March 30, 1977, Scandinavian AirlinesSystem (SAS) transferred all shares that it held to ThaiAirways Company (TAC), signaling the end of the jointventure. Upon raising additional capital, theMinistry of Finance became a shareholder. OnApril 1, 1988, during the administration of General8Annual Report 2013Prem Tinsulanond, the domestic commercial airtravel operations of the company was mergedwith Thai Airways Company as per the Cabinet’sresolution, increasing TAC’s share capital from THB1,400 million to THB 2,230 million and the Ministryof Finance became TAC’s major shareholder.Post the listing on the Stock Exchange ofThailand (SET) on July 19, 1991, the listed Company’sregistered capital increased to THB 13,000 millionthrough the conversion of its retained earningsinto equity. Additional rounds of capital call weremade in 1992 of THB 1,000 million, in 2003 of THB3,000 million and THB 838.71 million in 2010.As of December 31, 2013, the Company’sregistered capital was Baht 26,989,009,500 with atotal paid-up of Baht 21,827,719,710. The Ministry ofFinance is still the major shareholder with a 51.03%shareholding and the remaining 48.97% shareholdingis held by both domestic and foreign investorsincluding the Company’s employees.

POLICY AND BUSINESS OVERVIEWFrom humble beginnings in the commercialaviation business, experience and managementexpertise developed over time enabled the Companyto grow, raise additional capital and list on the StockExchange of Thailand and is now known as ThaiAirways International Public Company Limited (THAI).THAI is a state-owned enterprise overseen bythe Ministry of Transportation and currently operatescommercial air transport services on domestic,regional and intercontinental routes out of itsnetwork base in Bangkok Suvarnabhumi Airport. TheCompany ’s head office is located in Bangkok.THAI’s core businesses span air passenger, cargoand mail transport while other services includewarehouse services, ground passenger services,ground equipment services, catering services andmaintenance services which directly supports the corebusiness.VisionPerspective and vision are the two keyingredients necessary to ensure that THAI’s operationsis internationally competitive and thus ensuringTHAI’s status among the industry’s global premierairlines.To become a leading organization in theaviation business, perspective and long-term goal ofmanagement is as of important and is a key steptowards a universal approach of doing business.The Company’s vision is to be the First ChoicesCarrier with Touches of Thai by providing servicesbeyond expectation, ensuring smooth as silk travelexperience emphasizing Thai touch ser viceexcellence and consistency at all customer touch pointto maximize overall customer satisfaction.StrategyDuring 2013, THAI undertook numerousinitiatives to ensure the range of products andservices offered to its passengers are of the highestquality and of international standards. The completionof seat and entertainment system retrofit programon its Boeing 747-400 and 777-200 aircraft fleetreflects THAI’s effort to enhance product offeringwhile ensuring greater consistency in productoffering. Actions towards development of strategicmarketing initiatives, diversifying sales channels,enhancing sales strategies effectiveness andstrengthening THAI’s overall network during the yearhave all been geared towards bolstering THAI’sglobal branding. Fleet rejuvenation has beenundertaken to enhance operating efficiency andbuild competitive strength to ensure sustainablegrowth in the face of heightened competitionand rapid changing operating environment.Underlying the Company’s marketing andoperating efforts is to provide customers with thehighest level of service satisfaction through speed ofservice and meeting the needs of customersmost efficiently and economically. The ultimatebenefit from achieving the above is enhancedconfidence in the Company from not only customersbut also the Company’s shareholders and relevantstakeholders.A number of strategic initiatives have beenfulfilled as outlined in the 2013-2022 strategy. Thesesuccesses include:Internal ReorganizationUndergoing internal reorganization to betterreflect the currently dynamic operating conditions inthe industry. For greater flexibility, managementefficiency and gearing product offering to its owntarget customers, Thai Smile Airways is on its wayto becoming a wholly owned subsidiary of THAIto better compete with the advent of the AEC.Measures have also been taken on the proceduraland protocol fronts to enable the various businessunits to better manage and enhance operationalflexibility which includes seeking opportunitiesto expand into other businesses of good potential.Thai Airways International Public Company Limited9

POLICY AND BUSINESS OVERVIEWExpanding Route NetworkTHAI put greater emphasis on generatingdirect traffic to Bangkok to leverage off of Thailand’sstrategic geographic location, attraction of Thaiculture and the natural attractions that Thailandhas to offer to its visitors. The byproduct of thisstrategy also benefits Suvarnabhumi Airport inits status as Asia’s aviation hub. In 2013, THAIlaunched a new direct service to Sendai, Japanwhile Thai Smile Airways launched four new directservices between Bangkok-Mandalay, BangkokChongqing, Bangkok-Changxa, and Bangkok-LuangPrabang. A number of routes including BangkokColombo, Bangkok-Udon Thani, and Bangkok-UbonRatchathani have been strategically transferred ThaiSmile to continue services. THAI continued itsefforts to rejuvenate its aircraft fleet, increase productcommonality and expand its overall capacity bytaking delivery of 17 new aircraft in 2013. Theseinclude the delivery of 3 A380-800, 6 B777-300ER,2 A330-300 and 6 A320 aircraft used by Thai Smile.Product and Service EnhancementsProduct and service enhancements andquality improvements are constantly being madeto better meet the needs of each target customergroup with Touches of Thai service. Greateremphasizing is placed on consistenc y andsynchronization of services to ensure smoothtravel experience, better meet customers’ needsto maximize customer satisfaction. These includeproviding iPad for Premium class passengersflying approximately 3-4 hours where personalentertainment screens are not available; introducingof Children’s Meal Box and improving the qualityof Travel Kit; improving the quality of raw materialand presentation of meals; introducing new menusat greater frequency and offer special dishes createdby famous chefs; providing higher speed broadbandservice in THAI’s passenger lounges; providing10Annual Report 20132D-Barcode Boarding Pass via MMS on smart phonesfor passengers who checked-in via mobile channel.As part of THAI’s effort to commonize productoffering and enhance overall passenger comfortand experience, THAI has just completed its retrofitprogram for 9 of its aircraft - 5 B747-400 and 4B777-200 aircraft where new seats with personalentertainment screens were installed for eachand every seat.Maintain Financial StrengthMaintaining Financial Strength is to ensure thatTHAI will continue to expand its business in the longterm and enable the Company to meet its debtobligations. Optimizing capital restructure andensuring sufficient liquidity is important to supportongoing operations in a volatile business environment.A number of financial leases were signed tofinance the acquisition of a number of aircraftthat THAI took delivery and also issued THB9,000 million in debentures through privateplacements to large investors and financialinstitutions to support THAI’s investment plan,sustain ongoing operations and maintainingliquidity to mitigate operating environment risk.Changes in Business Operations inthe Previous YearDespite economic uncertainties, fuelprice fluctuation, political unrest and other issues,the Company made numerous strategicadjustments to overcome these challenges.Significant developments in 2013 include:Establishment of Thai Smile AirwaysCompany Limited (Thai Smile)The establishment of Thai Smile AirwaysLimited is a result of management’s vision andstrategic initiative to develop and expand THAI’sbusiness reach, bringing a new chapter of success toTHAI.

POLICY AND BUSINESS OVERVIEWUpon receiving approval from the Cabinet toinvest THB 1,800 million in Thai Smile AirwaysCompany Limited, a juristic person duly incorporatedand registered under the Civil and CommercialLaw, THAI’s investment will constitute 100 percentof Thai Smile’s 180 million common shares (par THB10) making Thai Smile a state owned enterprise. Thefirst round of capital injection will be THB 450 million,which forms part of THAI’s 2013 investment budgetwhile the balance of THB 1,350 million will be paid-upin 2014. Despite being a state owned enterprise,Thai Smile has been given exemption from having toobserve rules, regulations and Cabinet resolutionsbut is still subjected to Regulation of the Officeof the Prime Minister on investments by StateEnterprises B.E. 2550 which reflects the wordingin the Royal Decree issued under the NationalEconomic and Social Development Act B.E. 2521and Ministry of Finance policy on Public DebtManagement B.E 2549 issued under the Public DebtManagement Act B.E. 2548.Thai Smile Airways Company Limited has beenregistered as a separate company on October 17, 2013with the Ministry of Commerce and is preparing tooperate under a new airline code in 2014.Upgrading of Passenger SeatsUnderlying the product enhancement effort isthe goal of meeting customers’ needs and attainingthe highest level of customer satisfaction. Recentproduct enhancements include:Upgrading Passenger SeatsHaving been delayed in completing its retrofitprogram due to flooding the year before, THAI wasable to complete its retrofit program for its 6 B747-400aircraft (numbers 13-18) which includes putting innew seats for all classes along with personalentertainment screens featuring on-demandin-flight entertainment in 2013. New economy classseats with on-demand personal entertainment screenswere also put in for THAI’s 4 B777-200 aircraft fleet.Upgrading of Entertainment SystemTHAI has been upgrading its long haul aircraftwith the latest in in-flight on demand entertainmentsystem with personal screens for every seat in allpassenger classes. In addition to the latest in system,THAI has also expanded the range of product andinformation offerings from a broader variety ofchannels, larger selection of movies, songs, newschannels, games to live text news and is enhancingits software to support greater content encompassinge-Menu and e-Shopping. Providing passengers traveling on THAI’sA330-300 aircraft that does not have personalscreens or on-demand entertainment with portableAVOD players on flights beyond 4 hours. The AVODplayers are also put on our A340-600 and B747-400aircraft as back-up in case of malfunction of theon-demand system. Performance EvaluationAs hardware have been improved andupgraded, there also needs to be an upgrading ofsoftware. Software in this respect, which is no lessimportant than the hardware, is the Thai Touchservice provided by THAI’s employees. To ensurethe highest standard of service rendered to THAI’scustomers, in addition to the routine training andrefresher courses provided, a program has been putin place to assess and

Thai Airways International Public Company Limited 5. A Pride of Thai International Airline. Company History Recognizing the future potential in air travel service, the Royal Thai Government in 1960 established Thai Airways Internat

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