1,238 - - - - - - 1,629 - - - 172 - 1,481 - 21 - - - - 164 - - - 43 - - 1 3,007 366 10 - 3,064 - - 5 1,239 3,007 702 10 1,481 3,064 64 1,629 5 0.01 - 0.13 - 0.17 - 0.50 - 1.05 - 3.10 - 1.30 - 5.51 1.05 - 3.29 - 193 - - 713 - - - 410 - - 120 - 2,588 - 8 - - - 155 - - - 16 - - 4,560 354 - - 3,892 - - 193 4,560 629 713 2,588 3,892 24 410 0.01 - 0.13 - 0.17 - 0.50 3.00 - 3.25 1.10 - 1.55 - 2.15 - 4.17 1.81 - 2.11 Financial assets Cash and cash equivalents Trade and other receivables Other current financial assets Long-term loans and interest receivables to subsidiary Financial liabilities Bank overdraft and short-term loans from banks Trade and other payables Lease liabilities Long-term loans from banks 1,077 - - - 463 - - - 1,100 - - 172 - - 931 - 7 - - - 164 - - - - 18 - - 2,314 366 10 - - 2,493 - - 1,077 2,314 702 10 463 931 2,493 25 1,100 0.01 - 0.13 - 0.17 - 0.50 - 3.10 - 3.25 1.27 – 2.30 - 2.15 - 4.27 3.29 Financial assets Cash and cash equivalents Trade and other receivables Other current financial assets Derivative assets Long-term loans and interest receivables to subsidiary Financial liabilities Bank overdraft and short-term loansfrom banks Trade and other payables Lease liabilities Long-term loans from banks Non-interest bearing Within 1 year 1 - 5 years Total Effective interest rate (Percent per annum) Floating interest rate Consolidated financial statements As at 31 December 2020 Fixed interest rate (Unit: Million Baht) Financial assets Cash and cash equivalents Trade and other receivables Other current financial assets Derivative assets Financial liabilities Bank overdraft and short-term loans from banks Trade and other payables Lease liabilities Long-term loans from banks Other non-current financial liabilities Non-interest bearing Within 1 year 1 - 5 years Total Effective interest rate (Percent per annum) Floating interest rate Separate financial statements As at 31 December 2021 Fixed interest rate (Unit: Million Baht) Non-interest bearing Within 1 year 1 - 5 years Total Effective interest rate (Percent per annum) Floating interest rate Separate financial statements As at 31 December 202o Fixed interest rate (Unit: Million Baht) SVI Public Company Limited 199
- - - - - - - 3,154,864 4,987,741 28,082 480,921 8,651,608 - - 6,146 - 34,890 734,407 775,443 - - - - - 92,407 92,407 3,219 3,219 3,161,010 4,987,741 62,972 1,307,735 9,519,458 3,219 3,219 On demand Less than 1 year 1 to 5 years More than 5 years Total Consolidated financial statements As at 31 December 2021 (Unit: Thousand Baht) Non-derivatives Bank overdraft and short-term loans from banks Trade and other payables Lease liabilities Long-term loans from banks Total non-derivatives Derivatives Derivative liabilities Total - - - - - - - 1,487,113 3,064,473 22,593 753,753 5,327,932 - - - - 44,811 870,123 914,934 - - - - - 84,163 84,163 4,578 4,578 1,487,113 3,064,473 67,404 1,708,039 6,327,029 4,578 4,578 Interest rate sensitivity As at 31 December 2021 and 2020, most of financial assets and financial liabilities of the group has frequently changed and revolving within one year. The Group’s management, therefore, considered that there may be no significant impact to the Group’s financial position and operating results from normal changes in interest rate in next one year. Liquidity risk The Group manages liquidity risk by monitoring that current assets are higher than current liabilities and having enough credit facilities for business operation. The table below summarises the maturity profile of the Group’s non-derivative financial liabilities and derivative financial instruments as at 31 December 2021 and 2020 based on contractual undiscounted cash flows, and included interest payment in accordance with loan agreements. On demand Less than 1 year 1 to 5 years More than 5 years Total Consolidated financial statements As at 31 December 2020 (Unit: Thousand Baht) Non-derivatives Bank overdraft and short-term loans from banks Trade and other payables Lease liabilities Long-term loans from banks Total non-derivatives Derivatives Derivative liabilities Total 4 200 Annual Report 2021
- - - - - 2,597,885 3,892,130 8,672 146,574 6,645,261 - - 16,843 265,208 282,051 - - - - - 2,597,885 3,892,130 25,515 411,782 6,927,312 Non-derivatives Bank overdraft and short-term loans from banks Trade and other payables Lease liabilities Long-term loans from banks Total non-derivatives - - - - - 932,472 2,493,414 7,704 728,580 4,162,170 - - 18,962 436,138 455,100 - - - - - 932,472 2,493,414 26,666 1,164,718 4,617,270 On demand Less than 1 year 1 to 5 years More than 5 years Total Separate financial statements As at 31 December 2021 (Unit: Thousand Baht) On demand Less than 1 year 1 to 5 years More than 5 years Total Separate financial statements As at 31 December 2020 (Unit: Thousand Baht) Non-derivatives Bank overdraft and short-term loans from banks Trade and other payables Lease liabilities Long-term loans from banks Total non-derivatives SVI Public Company Limited 201
38.2 Derivatives and hedge accounting 149 149 1,467 1,752 3,219 10,438 10,438 - 4,578 4,578 149 149 - - - 10,438 10,438 - - - Derivative assets Derivative assets not designated as hedging instruments Foreign exchange forward contracts Total derivative assets Derivative liabilities Derivative liabilities not designated as hedging instruments: Interest rate swap contract Derivative liabilities designated as hedging instruments: Interest rate swap contract Total derivative liabilities (Unit: Thousand Baht) Consolidated financial statements Separate financial statements 2021 2020 2021 2020 Derivatives not designated as hedging instruments The Group uses foreign exchange forward contracts and interest rate swap contracts to manage some of its transaction exposures. The contracts are entered into for periods consistent with foreign currency exposure and interest rate exposure of the underlying transactions. Derivatives designated as hedging instruments Cash flow hedges As at 31 December 2021, the subsidiary has an interest rate swap agreement in place with a notional amount of EUR 5 million (2020: EUR 5 million) which the repayment will be due in 2030, whereby the subsidiary receives a variable rate of interest of 3-month EURIBOR plus fixed rate percent per annum and pays interest at a fixed rate on the notional amount. The swap is being used for cash flow. There is an economic relationship between the hedged item and the hedging instrument as the terms of the interest rate swap match the terms of the variable interest rate loan (i.e., notional amount, maturity, payment and interest reset dates). The subsidiary has established a hedge ratio of 1:1 as the underlying risk of the interest rate swap is identical to the hedged risk component. The subsidiary considered there is no hedge ineffectiveness recognised in profit or loss. The impact of the hedging instruments on the statement of financial position as at 31 December 2021 is presented in other current financial liabilities amounting to Baht 1.8 million of net book value (2020: Baht 4.6 million). 4 202 Annual Report 2021
38.3 Fair values of financial instruments a) b) c) d) e) f) 39. Capital management Since the majority of the Group’s financial instruments are short-term in nature or carrying interest at rates close to the market interest rates, their fair value is not expected to be materially different from the amounts presented in the statement of financial position. The methods and assumptions used by the Group estimating the fair value of financial instruments are as follows: The primary objective of the Group’s capital management is to ensure that it has an appropriate capital structure in order to support its business and maximise shareholders' value and they meet financial covenants attached to the loan agreements. The Group has complied with these covenants throughout the reporting periods. As at 31 December 2021, the Group's debt-to-equity ratio was 1.90:1 (2020: 1.63:1) and the Company's was 1.40:1 (2020: 1.19:1). For financial assets and liabilities which have short-term maturities, including cash and cash equivalents, accounts receivable, short-term loans to related party, accounts payable and short-term loans from banks, the carrying amounts in the statement of financial position approximate their fair value. The fair value of debt securities is generally derived from quoted market prices or by using the yield curve announced by the Thai Bond Market Association or by other relevant bodies. The fair value of equity securities is generally derived from quoted market prices or based on generally accepted pricing models when no market price is available. The fair value of long-term loans is estimated by discounting expected future cash flows by the current market interest rate of loans with similar terms and conditions. The carrying amounts of long-term loans carrying interest at rates approximating the market rate, in the statement of financial position approximates their fair value. The fair value of derivatives has been determined using a discounted future cash flow model and a valuation model technique. Most of the inputs used for the valuation are observable in the relevant market, such as spot rates of foreign currencies, yield curves of the respective currencies, interest rate yield curves. The Group considers to counterparty credit risk when determining the fair value of derivatives During the current year, there were no transfers within the fair value hierarchy. SVI Public Company Limited 203
40. Events after the reporting period 41. Approval of consolidated financial statements 40.1 40.2 On 17 February 2022, a meeting of the Company’s Board of Directors passed a resolution to propose the dividend payment to shareholders of Baht 0.23 per share, or a total of Baht 495.24 million (excluding treasury stocks), from the Company’s 2021 operating results. This will be proposed to the 2022 Annual General Meeting of the Company’s shareholders for approval on 22 April 2022. The dividend payment is scheduled on 17 May 2022. Such dividend will be paid and recorded after being approved by the Annual General Meeting of the Company’s shareholders. On 17 February 2022, a meeting of the Company’s Board of Directors considered to approve the amendment some conditions of the Employee Joint Investment Program of the Company. This project has a period as from 1 January 2022 until 31 December 2025. The Company assigned Phillip Securities Public Company Limited to manage this program. These consolidated financial statements were authorised for issue by the Company’s Board of Directors on 17 February 2022. 4 204 Annual Report 2021
Attachment Attachment 1 Details of directors, executives, controlling persons, the person assigned to take the highest responsibility in Accounting and Finance, the person assigned to take direct responsibility for accounting supervision, the Company’s secretary and the representative for contact and coordination in case of a foreign company (Details as of 31 December 2020) Details of Directors, Executives, Controlling Persons, are provided in the section “Directors and Management ” of this report. For the person taking the highest responsibility in finance and accounting and the person supervising accounting is Mr. Apirak Saengsie who is also the Management of the Company. His details are provided “Directors and Management” of this report. Mr. Thaphop Kleesuwan The Company’s secretary Date of appointment 1 June 2018 Age 61 years Education/ Training LL.B., Chulalongkorn University Barrister-at-Law, Institute of Legal Education Thai Bar Association LL.M. (Laws in Taxation), DePaul University, Chicago, Illinios, U.S.A. Work experience 2018 – Present Company’s secretary, SVI Public Company Limited 1999 – 2017 Executive Vice President, Office of the President and Compliance, CIMB Thai Bank Public Company Limited Shareholding Ratio in the Company (%) -NoneFamily Relationship with Director and Executive -NoneDetails of roles and responsibilities of the Company Secretary are provided in section 2 of this report in “Other significant information” SVI Public Company Limited 205
Note : A = Chairman of the Board Director B = Chairman of the Audit Committee C = Chairman of the Nomination and Compensation Committee D = Chairman of Risk Management Committee E = Chairman of the Corporate Governance Committee F = Director G = Audit Committee H = Nomination and Compensation Committee G = Director of subsidiary which has the revenue more than 10% of consolidated revenue according to the latest year financial statement Attachment 2 Details of the directors of the company and subsidiaries SVI Public Company Limited SVI (Austria) GmbH 1. Mr. Prasert Bunsumpun 2. Mr. Threekwan Bunnag 3. Mr. Chatchaval Jiaravanon 4. Mr. Sopon Punyaratabandhu 5. Mr. Chatchawal Eimsiri 6. Mr. Grill Gerold A,C C,D,F F,H E,F F,H - G 4 206 Annual Report 2021
Attachment 3 Details of the Heads of the Internal Audit Details of Outsourced Internal Auditor SVI appointed Deloitte Touche Tohmatsu Jaiyos Advisory Co., Ltd. As an outsourced internal auditor to conduct quarterly internal audits. The qualification and experience of working team are as follows: Kaysarin is a Director of Risk Advisory in Thailand. She is an experienced risk management professional from various industries, including technology, fast moving consumer goods, retails and services industries. She also has over 16 years of in-depth experiences with multinational corporations in Thailand, Southeast Asia, Middle East and United States. Kaysarin has been engaged in internal auditing and performing reviews of corporate governance, risk management, internal controls and compliance. She has been involved in reviews of anti-corruption and privacy controls, as well as business continuity planning of business processes. Other Position in SVI None Kaysarin Angkanurakbun Director of Risk Advisory, Deloitte Touche Tohmatsu Jaiyos Advisory Co., Ltd. Education Certified Public Accountant (CPA) Certified Internal Auditor (CIA) M.Sc. in Accountancy, University of Illinois at Urbana-Champaign, USA B.Sc. in Accounting, Thammasat University, Thailand Working experience in the past 5 years 2019 – Present Director of Risk Advisory, Deloitte Touche Tohmatsu Jaiyos Advisory Co., Ltd. 2018 – 2019 Group Compliance Manager, APAC Microsoft (Thailand) Limited 2013-2018 Manager, Internal Controls and Compliance Philip Morris (Thailand) Limited Family relationship among Director and Executive None SVI Public Company Limited 207
Attachment 4 Attachment 5 Attachment 6 Poorvi Doshi Manager, Deloitte Touche Tohmatsu Jaiyos Advisory Co., Ltd. Education Bachelors in Accounting, University of Wales, Cardiff Association of Chartered Certified Accountants (ACCA), United Kingdom Working experience in the past 5 years 2013 – Present Manager Deloitte Touche Tohmatsu Jaiyos Advisory Co., Ltd. Poorvi is a Manager in the Internal Audit Practice of Risk Advisory department, Deloitte at Bangkok office. Prior to joining Deloitte Thailand, Poorvi started work with KPMG in Singapore with Assurance Services for 4 years, before joining a multi-national company, Singapore Telecommunication in the Internal Audit Department. Thereafter, she joined BDO Chartered Accountants & Advisors in Dubai, United Arab Emirates in Risk Consulting and finally BDO Limited (Thailand) in the Internal Audit Department. For the past 10 years, Poorvi has spent much of her time around gaining skills in financial and operational audit and compliance reviews. Poorvi has focused in providing value-added internal audit services by assessing and reviewing the adequacy and effectiveness of internal controls and making necessary recommendations for improvement opportunities which could enhance efficiency and effectiveness. In addition, evaluating the design and operating effectiveness of their internal controls. Other Position in SVI None Assets for business undertaking and details of asset appraisal Details of assets for business undertaking and details of asset appraisal are provided in section 1 of this report in “Business Asset” Policy and guidelines on corporate governance and code of business conduct The Company provided the information on the company’s website on the investor relation section which can be accessed via. https://investor.svi-hq.com/ Report of the Audit Committee Report of the Audit Committee is provided in the section 2 of this report in “Summary of the results of duty performance of subcommittees” Family relationship among Director and Executive None 4 208 Annual Report 2021
1. Other rights apart from voting right 2. The Approval of Directors’ remuneration 3. To give an opportunity for shareholders to participate in management 4. The Quality of Invitation Letter 5. The Quality of Minutes of Shareholders’ Meeting. 6. The attendance of Director/Sub-Committee in Shareholders’ Meeting 1. Voting Right 2. Procedure/Channel of the Appointment of Director 3. Policy of the Use of Internal Information 4. Policy of Conflict of Interest 5. Policy of Security Trading that the directors and executives shall notify the Company at least 1 day in advance. 1. Policy/Guideline of Stakeholders 2. Policy/Procedure related to Anti-corruption 3. Training of Anti-corruption 4. Channel/ Process of Complaint and Protection of Complainer 5. Policy of Employee Remuneration in short and long terms 1. The Company shall comply with Corporate Government 2. Long Term of Business Goal 3. Key Risks for Business Operation 4. Dividend Policy 5. Whistle Blowing of Illegal Activities 6. Details of Directors’ History, Meeting Attendance, and Remuneration 7. Director Training 1. Long Term of Business Goal 2. The Limitation of Other Directorship held in Other Listed Company 3. The Limitation of Term of Independent Director not exceeding 9 years 4. To specify Policy that the President held other directorships in other limited companies 5. To set Compliance Unit 6. Policy of Director knowledge and development 7. Meetings/ Minimum of quorum not less than two third 8. Rule/ Procedure of Self-Assessment of Director and Sub-Committee 9. President Evaluation/Policy of President Remuneration 10. Succession Plan of Executives Staff Page 79 Section 1 Page 81 Page 81 Item 6-7 Page 79 Section 1 Page 81 Page 81 Item 2 Page 81 Item 4 Page 81 Item 3 Page 82 Item 3 Page 82 Item 1 Page 87 Item 8 Page 114 Page 82 Item 7 Page 79 Section 3 Page 69-70, 83 Page 69-70 Page 116 Page 63 Page 78 Page 104 Item 2 Page 124 Page 47 Page 116 Page 8-13, 111-113 Page 110 Page 104 Item 2 Page 85 Page 85 Page 97 Page 103 Item 1 Page 109 Page 111 Page 89-90 Page 91 Page 105 Principles Annual Report Section 1 Rights of Shareholders Section 2 Equitable Treatment of Shareholders Section 3 Role of Stakeholders Section 4 Disclosure and transparency Section 5 Responsibilities CG Check List SVI Public Company Limited 209
141-142 Moo 5, Tivanon Road, Bangkadi, Pathumthani 0-2105-0456www.svi.co.th. SVI PUBLIC COMPANY LIMITED