Mar 3, 2016 - personal and official support for AustCham and our members is deeply appreciated. ... This speaks to the s
AustCham Thailand Annual General Meeting Thursday 3 March 2016 5pm Grand Hyatt Bangkok Minutes of the Meeting AustCham President, Mr Brenton Mauriello, welcomed members to the 2016 Australian-Thai Chamber of Commerce Annual General Meeting. Mr Mauriello noted the Constitution required that a Quorum shall consist of not less than one fifth of Ordinary Members present in person or by proxy. The Chamber had 367 members in good standing and 344 Ordinary Members who were eligible to vote. The quorum requirement was, therefore, 69. List of Attendees as per attendance sheet / proxy documentation Member No. 1.
Adecco Consulting Ltd.
2.
AIP Global Ltd.
3.
Air International Thermal Systems (Thailand) Limited.
4.
Akara Resources Public Company Limited
5.
Allied Pickfords-Thailand
6.
Altus Page Kirkland
7.
Amari Pattaya
8.
Amari Watergate Bangkok
9.
Amatara Resort & Wellness
10.
ANZ Thailand
11.
Australian Trade Commission
12.
Baker & mckenzie
13.
Baker Tilly Thailand Limited
14.
Bangkok Fine Wine Company Limited
15.
Bangkok International Associates
16.
Bjw Technology
17.
Centara Grand Phratamnak Pattaya
18.
Clarity IT Co.,Ltd
19.
CLC Asia
20.
Clifford Chance (Thailand) Limited
21.
Colliers International Thailand
22.
Dataconsult Ltd.
23.
Dej-Udom & Associates Ltd
24.
DFDL
25.
Duscholux (Siam) Ltd.
26.
dwp
27.
En world Recruitment (Thailand) Co,. Ltd.
28.
FLS 1993 (Thailand) Co., Ltd.
29. 30.
Four Points by Sheraton Hotel (Destination Resort Co., Ltd.) Futuris Automotive (Thailand) Co.,Ltd
31.
General Motors Thailand Ltd
32.
GM Tower
33.
Grant Thornton
34.
Gummy Bear Recruitment Company Ltd.
35.
Hemaraj Land And Development Public Co., Ltd.
36.
Hilton Pattaya
37.
Hilton Sukhumvit Bangkok
38.
Holiday Inn Bangkok Silom
39.
Horton International
40.
Hyland Toorakit Co., Ltd
41.
Individual Ordinary
42.
Indochine Asset Management Ltd
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43.
Intelligent Risks Pty Ltd (IR)
44. 45.
Intercontinental Hotels Group c/o Crowne Plaza Bangkok Lumpini Park International Legal Counsellors Thailand Ltd.
46.
JW Marriott Phuket Resort & Spa
47.
Lang Suan House Co Ltd
48.
Mackay Rubber (Thailand) Co.,Ltd.
49.
Macquarie Securities Thailand Limited
50.
Mainstay Property Solutions Company Limited
51.
MBMG Group
52.
Mcconnell Dowell Constructors Thai Ltd.
53.
Minor International PLC.
54.
Mitr Phol Sugar Group
55.
Mufasa Co., Ltd.
56.
Natural Ville Executives Residences
57.
Niedax (Thailand) Ltd.
58.
NIST International School
59.
Oakwood Residence Sukhumvit 24
60.
Ocean Property Company Limited
61.
PACE Country Club Company Limited
62.
Pattaya Marriott Resort & Spa
63.
Paya Dental Clinic
64.
Piyasombat Property Co., Ltd.
65.
PKF Advisory (Thailand) Ltd.
66.
Pullman Bangkok Hotel G
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67.
R.R. Asia Co., Ltd.
68.
Radisson Blu Plaza Bangkok
69.
Regents Pattaya Campus Management limited
70.
RSM (Thailand) Limited
71.
Safecoms Network Security Consulting Co., Ltd.
72.
Samitivej Public Company Limited
73.
Seabra International Movers and Logistics Co Ltd
74.
Shangri-La Hotel, Bangkok
75.
Sheraton Grande Sukhumvit
76.
Siam Feather Products Co., Ltd.
77.
Sole Proprietor
78.
SW Consulting (Asia) Co Ltd
79.
The St. Regis Bangkok
80.
Tilleke & Gibbins International Ltd
81.
Visy Packaging (Thailand) Ltd.
82.
Watson, Farley & Williams (Thailand) Limited
83.
Weber Shandwick
84.
Zambrero Pty
As the meeting was attended by 45 Ordinary Members and there were another 39 present by proxy, it was declared to be a properly constituted Quorum. Agenda Item 1: Approval of previous meeting minutes & matters arising Mr Mauriello noted the first item on the Agenda was to approve the Minutes of the Chamber’s Annual General Meeting of 3 March 2015. Mr Alan Polivnick (Watson, Farley and Williams) moved that the Minutes of the Annual General Meeting held on 3 March 2015 be approved as a true and accurate record of that meeting. Seconded by Mr Wayne Williams (Minor International).
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Motion carried. There was no business arising from the previous minutes. Agenda Item 2: Consideration of the Annual Report Mr Mauriello said the second item on the Agenda was to consider the Annual Report of the Board of Directors on the affairs and activities of the Chamber over the past year. He advised he would deliver the report on behalf of the Board. Mr Mauriello delivered the report as follows: Annual Report by the AustCham Board of Directors 2015-16 Friends and colleagues, there is an old proverb ‘May you live in interesting times’ and this certainly continues to be the case for business in Thailand. The period of uncertainty that followed the 2014 coup was followed by an all too brief period of economic growth in early 2015 that soon slowed. Some sectors, particularly manufacturing, remain under considerable pressure and the last 12 months will be remembered as a time of significant challenge for many of our members, particularly on the Eastern Seaboard. This leads us to the annual question “What has your Chamber been doing and what does it intend to do, to help members address these challenges? It remains my firm belief that the strength of AustCham comes from its members and that collectively we can effect change to address the challenges that our businesses face. The Chamber has an increasingly effective voice in shaping the policies implemented by government departments and agencies and the Board is dedicated to encouraging greater engagement from AustCham members and other agencies such as Austrade and the Board of Trade to bring about change that benefits all members. It is with the goal of giving voice to our strong member network that we recently reinstated a sub-Committee structure at Board level to provide specific sector focus to advocacy and information sharing. I encourage members to participate in these Committees. There is a lot the Chamber has been involved in to help advocate for the interests of our members over the last 12 months. We continue to work closely with other Chambers, the Thai Chamber of Commerce, the Thai Board of Trade, the Ministry of Commerce and the Board of Investment. During 2015 we conducted an inaugural Business Survey to seek member input on the local business landscape, growth drivers and challenges to business viability. This provided valuable data that we have been able to leverage off to advocate for much needed regulatory
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reforms to business visas and work permits. We intend to conduct this survey annually to track the changes and challenges faced in our business community so that advocacy efforts will be strengthened by data based evidence. Courtesy of a grant from the Asian Business Engagement Plan we hosted a Business Forum to mark the tenth anniversary of the Thailand-Australia Free Trade Agreement (TAFTA) to highlight the significant business interests between Australia and Thailand and explore ways to further leverage the strong bilateral commercial relationship in ways to contribute to both countries’ economic prosperity. Under the same grant we were able to host eight industry workshops to share knowledge and identify emerging issues in the tourism and hospitality, auto-manufacturing, creative industries and vocational education and training sectors. I thank Greg Wallis for the strong support provided to the Chamber by Austrade which has made these activities possible. A special thanks is also extended to our Australian Ambassador to Thailand; HE Paul Robilliard whose personal and official support for AustCham and our members is deeply appreciated. I look back on the volume and scale of events delivered by our small Chamber Office team in 2015 – an international business forum, a gala dinner, industry workshops, member briefings, luncheon presentations, large community events as well as our ‘bread and butter’ monthly networking events. The success of these events can be measured by attendance numbers and last year over 5000 people attended AustCham events. This speaks to the strength of our business network. I thank the Chamber Office for their continued commitment and hard work and acknowledge and thank our corporate and venue sponsors whose collective support made these events possible. We have continued to grow the Thai-Australian Alumni network alongside our business networks. In 2015 new relationships were forged with Australian universities and we are proud to call the University of New South Wales a member and the Universities of Canberra, Wollongong, RMIT and Deakin University our educational partners. With the assistance of the Australian Embassy and Alumni Partner Blackmore’s we again hosted the annual Alumni Awards and I am delighted to announce that this week we will launch the new Australian Alumni website – this will be swiftly followed by the new AustCham website, a project made possible by the Asian Business Engagement Plan Grant. AustCham continues to be regarded as an inclusive Chamber and our Board of Directors represents the diversity of our membership base. I thank the current Board for their support since I took on the role of President last September and take this opportunity to pay tribute to Leigh Scott-Kemmis, the former President, for the remarkable contribution he made to the Chamber during his tenure as President. I
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would also like to provide special thanks today, to ML Laksasubha Kridakorn (Khun Lak) who, having served on the Board for six successive years, recently announced her retirement from the Board. Khun Lak has an outstanding record of service to the Chamber and I am delighted to announce that she has agreed to serve as an adviser to the Board in an ongoing capacity so that we will continue to benefit from her counsel particularly in the areas of Alumni and tourism and hospitality. During 2015 we returned to a more standard membership churn and the Chamber’s financial position remains strong with a comfortable surplus recorded in 2015. We will be making investments in the Chamber’s office infrastructure in 2016 to better service members. In conclusion, the Chamber is looking forward to an improved business environment in 2016. We have an Australian Bank now operating in Thailand, major Thai corporations investing in Australia, and discussions taking place with the Ministry of Commerce regarding trade liberalisation in the services sector, all contributing to a general sense of cautious optimism. Mr Mauriello advised that while that no voting on this item was necessary he welcomed any questions from the floor. No questions were put forward. Agenda Item 3: Consider and approve the Balance Sheet and statement of Revenues and Expenses Mr Mauriello introduced the third agenda item of ‘to consider and, if thought fit, approve the Balance Sheet and Statement of Revenues and Expenses for the year ended 31 December 2015’. He stated a copy of the audited accounts was included in the papers distributed. Mr Mauriello invited AustCham Treasurer, Mr Peter Emblin, to speak on the accounts. Mr Emblin delivered the following statement: It gives me great pleasure to introduce to members their Chamber’s financial report for the year 2015. Before I deliver my first report as Treasurer I would like to thank the previous Treasurer, the late Mr. Warwick Kneale, for the solid state in which the Chamber’s financial position stands and also the Chamber’s staff for their support and forbearance in helping me to understand the complexity of the Chamber’s accounts, and in the diligent way they manage members interests. I am pleased to report in the difficult economic environment that the Chamber, and its members, faced in 2015 the Chamber was able to grow Member Equity to 6.33 MTHB in 2015, compared to 6.08 MTHB in 2014. These are held primarily as cash reserves of approx.
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3.0 MTHB to fund the Chambers day to day operations and 3.60 MTHB is held in deposits with financial institutions to ensure that the Chamber has reserves to face an uncertain global and local economy and possible capital requirements. These reserves have been built up over many years and it is credit to the prudence of previous boards.
Member Equity - THB mil.
7.00
Thai Baht Mlns.
6.00 5.00 4.00 3.00 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
The audited Financial Statements for the 2015 year show a modest operating surplus of 245,182 THB 12% below budget primarily due to the lower number of members during 2015. This result was achieved by a constant focus on cost versus value to deliver the maximum value to members.
Thai Baht
Revenue & Expense per member 50,000 40,000 30,000 20,000
revenue
Expense
This was achieved despite a continued decline in the number of members. The key to the Chamber, and not just from a financial point of view, is its members with membership revenue providing more than 40% of total revenue. Initiatives put in place in mid-2015 started to show results with the number of new members increasing as we approached the year end. It is at this point that I note that the Chamber has not raised its membership fees since 2012, nor the ticket price of Sundowners despite a decline in membership revenue. This has been possible through prudent financial management. Traditionally all members annual dues fell due in April, which made budgeting and cash flow management difficult. To alleviate this in 2015 the Board introduced annual membership based on month of joining for new members, and a one month bonus for members who opted to renew early. These programs to date have meant more than 10% of the Chamber’s cash flow has moved to throughout the year rather than in one lump sum and we hope to see this trend continue.
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No of Members 500 400 300 200 100 0 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Due to primarily timing issues, and the one off nature of funds contributed to the Chamber under the Commonwealth of Australia Asian Business Engagement Plan in 2014 and a payment of funds to The Convoy for Kids Charity there was a decline in the Chamber’s net assets from 9.0 MTHB to 7.85 MTHB, offset by a corresponding decline in liabilities from 2.9 MTHB to 1.6 MTHB. The two other revenue streams that support the Chamber are its sponsors and its events. The Chamber looks to offer members all its events at competitive pricing and it is only through the support of your sponsors that it is able to do this, so please remember them. Sponsors contributed over 20% of revenue, the balance coming mainly from events. In 2015 sponsorship gross revenue was 110% higher than in 2014 but due to the increasing cost of delivering high cost events the net margin from sponsorship was breakeven. In 2016 we have reviewed our sponsorship program to offer greater value to sponsors by limiting the number so we can better assist them and also enhance the value their sponsorship gives to the Chamber. During 2015 the lease on the existing AustCham office expired, and was temporarily extended, and the office fittings and fixtures are now fully depreciated. Future Boards will need to review the lease and whether the current office is suitable for the Chambers need and this may result in future capital expenditure. On Behalf of the Board I would like to thank all the Chamber members for their support and engagement whether as an ordinary member, a sponsor or as a participant in an event. AustCham is proud to help its member’s interests in furthering a strong Australia Thai relationship. The Board as active members of the Thai business community are fully aware of the impact the current economic climate is having on members and continues to strive to offer members as much value as possible, while being financially prudent. Mr Robert McMillen (MAC Capital Advisers Ltd) moved that the Treasurer’s Report and Balance Sheet be accepted. Seconded by Mr Trevor Dick (Indochine Asset Management). Motion carried.
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Agenda Item 4: Reappointment of Auditor Mr Mauriello noted that it had been proposed to re-appoint Baker Tilly Thailand as Auditor for the Chamber in 2016. Mr Robert McMillen (MAC Capital Advisers Ltd) asked whether the Chamber was required to provide members with details of the fee quoted by Baker Tilly Thailand. Mr Emblin advised that this was not required under the Chamber of Commerce Act, but noted that the fee was the same as the preceding year. Mr Alan Polivnick (Watson, Farley and Williams) moved that Baker Tilly Thailand be appointed as auditors for the year ended 31 December 2015. Seconded by Mr Josh Hyland (Hyland Toorakit). Motion carried. Agenda Item 5: Election of the Board of Directors for the 2016/17 year Mr Mauriello noted the AustCham Constitution said the Board shall consist of not less than 8 and not more than 12 members, and that twelve nominations had been received. Mr Mauriello advised that the Senior Trade Commissioner, Mr Greg Wallis, had agreed to continue as an ex-officio member the AustCham Board; noting the position was not subject to election. Mr Mauriello called on each of the nominees to briefly introduce themselves and comment on their nomination for the Board: 1. 2. 3. 4. 5. 6. 7.
Mr Peter Emblin (MBMG) Mr Josh Hyland (Hyland Toorakit) Mr Stuart Kelly (Weber Shandwick) Mr Angus Kent (Macquarie Group Limited) Mr Chris Larkin (CLC Asia) Mr Alan Polivnick (Watson, Farley and Williams) Mr Simon Shale (Visy Packaging Thailand - apologies submitted, absent on business, biography provided to attendees) 8. Mr Karouna Sunthorn (DFDL) 9. Mr Wayne Williams (Minor International) 10. Ms Panita Vongkusolkit (Mitr Phol, apologies submitted, absent on business, biography provided to attendees) 11. Mr Charles Wrightman (Syntec Asset Management) 12. Mr Brenton Mauriello (dwp) Mr Mauriello sought further nominations were sought from the floor. None were received.
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Mr James Wise (Individual Ordinary member) moved that all nominated Directors be appointed as the 2016/17 AustCham Board of Directors. Seconded Ms Pratamaporn Svasti-Xuto (ANZ Thailand). Motion carried. Mr Mauriello stated that as the 12 nominees had been elected uncontested and that as the Chamber was transitioning to two year terms under the new Constitution, half of the nominees had elected to serve a one year term to enable half Board elections on a two year basis at future Annual General Meetings in accordance with the Chamber’s Constitution. The six 2016/2017 Board members to serve a one year term are: 1. 2. 3. 4. 5. 6.
Mr Brenton Mauriello Mr Peter Emblin Mr Angus Kent Mr Karouna Sunthorn Ms Panita Vongkusolkit Mr Charles Wrightman
The remaining 2016/2017 Board members will serve a two year term. These Board members are: 1. 2. 3. 4. 5. 6.
Mr Josh Hyland Mr Chris Larkin Mr Stuart Kelly Mr Alan Polivnick Mr Simon Shale Mr Wayne Williams
Agenda Item 6: Other business Mr Mauriello stated the final agenda item for the day is ‘to conduct any other business that may arise’ and requested any other business. There being no other business, Mr Mauriello called the 2016 Annual General Meeting to a close. Mr Mauriello requested the new Board of Directors remain to convene a short meeting to elect the President and office holders and invited all members to join the Chamber in celebrating at the Sundowners.
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AustCham Thailand Board of Directors’ Meeting Tuesday 3 March 2016 5.45pm Grand Hyatt Bangkok Minutes of the meeting Meeting Opening Attendees: Mr Brenton Mauriello (Chair) Mr Peter Emblin Mr Josh Hyland Mr Stuart Kelly Mr Angus Kent Mr Chris Larkin Mr Alan Polivnick Mr Karouna Sunthorn Mr Wayne Williams Mr Charles Wrightman Apologies: Mr Simon Shale Ms Panita Vongkusolkit 1.
Appointment of the Executive Board
The Board of Directors met to appoint the Executive Board. The following appointments were agreed: Mr Brenton Mauriello Mr Josh Hyland Mr Wayne Williams Mr Peter Emblin
President Vice-President Vice-President Treasurer
Meeting closed.
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