Transform Our Vision
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Transform Our Vision Owing to the rich experience of our founders handed down through generations, moderated by modern executives’ agility and modern concepts, CPN is fully confident of fulfilling its regional mission. Transform Our Vision Owing to the rich experience of our founders handed down through generations, moderated by modern executives’ agility and modern concepts, CPN is fully confident of fulfilling its regional mission. CONTENTS CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS 12 MESSAGE FROM THE BOARD OF DIRECTORS 16 REPORT OF THE AUDIT COMMITTEE 20 REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE 22 REPORT OF THE RISK MANAGEMENT COMMITTEE 23 REPORT OF THE CORPORATE GOVERNANCE COMMITTEE 24 BOARD OF DIRECTORS AND MANAGEMENT TEAM 26 AWARDS OF GREAT PRIDE IN 2010 28 2010 YEAR IN BRIEF 32 BUSINESS OVERVIEW IN 2010 36 FINANCIAL PERFORMANCE REVIEW 38 CPN TODAY 42 OPERATIONAL PERFORMANCE OF ASSETS UNDER CPN’S MANAGEMENT 48 FUTURE PROJECTS 55 VISION & MISSION 59 STRATEGIES 61 NATURE OF BUSINESS 62 OUR VALUES 65 REVENUE STRUCTURE OF THE COMPANY AND ITS SUBSIDIARIES 66 GROUP STRUCTURE OF THE COMPANY AND ITS SUBSIDIARIES 67 CORPORATE GOVERNANCE 68 ORGANIZATION DEVELOPMENT 81 HUMAN CAPITAL MANAGEMENT 84 HUMAN CAPITAL DEVELOPMENT 88 SUSTAINABILITY MANAGEMENT 89 RISK FACTORS 96 CAPITAL STRUCTURE 98 ORGANIZATION CHART 101 MANAGEMENT STRUCTURE 102 NOMINATION OF DIRECTORS AND MANAGEMENT 111 REMUNERATION OF THE DIRECTORS AND MANAGEMENT 113 CONNECTED TRANSACTIONS 116 RESPONSIBILITY OF THE BOARD OF DIRECTORS TO FINANCIAL STATEMENTS 126 AUDIT REPORT OF CERTIFIED PUBLIC ACCOUNTANT 127 ANNUAL FINANCIAL STATEMENTS AND NOTES TO THE FINANCIAL STATEMENTS 129 AUDITOR’S FEE 203 MANAGEMENT BIOGRAPHY 204 GENERAL INFORMATION OF BUSINESS HELD BY CPN 10% UPWARD 213 LIST OF COMMITTEE IN SUBSIDIARIES 216 EXISTING PROJECTS MANAGED BY CPN 217 REFERENCE FIRMS 220 INFORMATION FOR INVESTORS 221 TRANSFORMATION After bringing revolutionary changes to Thailand’s retail business over the last three decades, CPN is today poised to tackle regional challenges for shopping complexes, so as to extend its success and business growth in a sustainable way. Transform Our Vision Given such a challenging goal, CPN is transforming action plans to not only look further ahead, but to ensure that our management systems, work processes, and personnel capability will indeed rise to the occasion. For such transformations will support us in our own transformation into a regional shopping complex developer. Owing to the rich experience of our founders handed down through generations, moderated by modern executives’ agility and modern concepts, CPN is fully confident of fulfilling its regional mission. Transform Our Professionals Apart from sound business strategies and financial strengths, professionals thrive on internationalizing CPN’s work processes. Underlying our international competitive edge are constant personnel development and management system efficiency improvement. These will fuel our success while leading CPN toward regional admiration. Transform Together Capability transformation takes place not only at CPN, but we promote similar transformation for operators and trade partners alike. Together we must strive for the same goal, so as to galvanize all toward our mutual success. Thanks to the support of our trade allies, operators, and shareholders, CPN is Thailand’s leading shopping complex developer and the largest retail property developer on the Stock Exchange of Thailand today. Transform Our Performance Lubricating our business efficiency and our brisk business paces are our prudent and efficient financial management Buoyed by our robust financial status and our A+ credit rating and strengthened by our unparalleled experience and professionalism, CPN’s business expansion has proceeded unabated. The future is thus promising. CPN Annual Report 2010 CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS 7,292 8,282 9,271 11,755 11,388 12,574 13,639 15,173 19,008 18,985 34,336 37,205 43,784 50,895 53,833 21,762 23,565 28,610 31,887 38,848 691,326 697,038 761,111 967,430 964,612 91% 96% 97% 96% 95% 06 07 08 09 10 06 07 08 09 10 06 07 08 09 10 06 07 08 09 10 06 07 08 09 10 REVENUE TOTAL ASSETS TOTAL LIABILITIES TOTAL SHAREHOLDERSí TOTAL REVENUES OPERATIONAL BREAKDOWN (Million Baht) (Million Baht) EQUITY (Million Baht) PERFORMANCE : RETAL (Million Baht) Occupancy Rate (%) Leasable Area (Square Metre) CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS EXISTING PROJECTS MANAGED BY CPN 80% Retail 012 1% Hotel 6% Office 163,746 163,991 145,201 144,791 144,280 89% 93% 94% 86% 77% 0.77 0.72 0.99 1.05 0.71 5.52 5.98 6.65 8.57 8.51 1,685 1,569 2,158 2,292 1,557 5% Food Center 06 07 08 09 10 06 07 08 09 10 06 07 08 09 10 06 07 08 09 10 8% Other Income ADJUSTED NET PROFIT ADJUSTED EARNINGS BOOK VALUE OPERATIONAL (Million Baht) PER SHARE PER SHARE PERFORMANCE : OFFICE (Baht per share) (Baht per share) Occupancy Rate (%) Note : Other income excludes interest income, dividend income, share of profits of associate, Leasable Area (Square Metre) and non-recurring incomes 7,292 8,282 9,271 11,755 11,388 12,574 13,639 15,173 19,008 18,985 34,336 37,205 43,784 50,895 53,833 21,762 23,565 28,610 31,887 38,848 691,326 697,038 761,111 967,430 964,612 91% 96% 97% 96% 95% 06 07 08 09 10 06 07 08 09 10 06 07 08 09 10 06 07 08 09 10 06 07 08 09 10 REVENUE TOTAL ASSETS TOTAL LIABILITIES TOTAL SHAREHOLDERSí TOTAL REVENUES OPERATIONAL BREAKDOWN (Million Baht) (Million Baht) EQUITY (Million Baht) PERFORMANCE : RETAL (Million Baht) Occupancy Rate (%) Leasable Area (Square Metre) CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS 80% Retail 013 1% Hotel 6% Office 163,746 163,991 145,201 144,791 144,280 89% 93% 94% 86% 77% 0.77 0.72 0.99 1.05 0.71 5.52 5.98 6.65 8.57 8.51 1,685 1,569 2,158 2,292 1,557 5% Food Center 06 07 08 09 10 06 07 08 09 10 06 07 08 09 10 06 07 08 09 10 8% Other Income ADJUSTED NET PROFIT ADJUSTED EARNINGS BOOK VALUE OPERATIONAL (Million Baht) PER SHARE PER SHARE PERFORMANCE : OFFICE (Baht per share) (Baht per share) Occupancy Rate (%) Note : Other income excludes interest income, dividend income, share of profits of associate, Leasable Area (Square Metre) and non-recurring incomes CPN Annual Report 2010 CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS 014 CONSOLIDATED OPERATIONAL 015 AND FINANCIAL HIGHLIGHTS CPN Annual Report 2010 MESSAGE FROM THE BOARD OF DIRECTORS MESSAGE FROM THE BOARD OF DIRECTORS 016 To the Shareholders: essential parts of the buildings and essential building systems. There was also no death among our employees. As for the The year 2010 was the first year in which I had the honor asset damages and the losses of income during the renovation of assuming the post of Chairman of Central Pattana Plc. closure, the executives believed that all were covered by our It was also one of the most challenging times for me and all insurance and full compensation could be made. At present, the Board of Directors. however, the executives, the insurance company and the relevant independent experts are negotiating the compensation, CENTRALWORLD but no agreement has been reached yet. Although the global economy has recovered and shown a promising trend, the crisis derived from the domestic political During the closure of CentralWorld for renovation, CPN cleaned, conflict wielded a direct impact on the consumers’ spending purged contaminants, and repaired the buildings and the confidence and a drastic impact on CPN’s businesses. building systems, as well as improving the landscape around the shopping complex. CentralWorld was officially re-opened Due to the political protests around the Ratchaprasong in September with a more modern, exotic image and interior intersection during the first half of 2010, CentralWorld was decoration structure. Most of the popular shops returned, closed in April for the safety of shops and customers. It was added by new shops with leading brands. Therefore, the MESSAGE FROM THE BOARD OF DIRECTORS continuously closed until September for renovation and repair shopping complex was complete and able to better respond suffered from the damage caused by fire after the protests to customers’ needs. Incidentally, Zen Department Store, ended in May. CPN’s long-term tenant, sustained more damage than other 017 The Board of Directors convened a special session on the areas. At present, it is under construction and expected to be following day to acknowledge the reports of the situations and re-opened in the third quarter of 2011. the damage done, and to provide operational guidelines to Despite the unexpected events affecting consumers’ alleviate negative impacts on the Company and all stakeholders. confidence, CPN was still confident in the country’s potential Measures to assist shops were immediately put into force, and was committed to creating sustainable growth in the future including the temporary extension of the planned closure of by constantly formulating plans for new projects. The new ones CentralPlaza Ladprao for renovation to maintain the Company’s that were publicly announced were CentralPlaza Chiangrai, liquidity and to allow some shops in CentralWorld to release CentralPlaza Phitsanulok, CentralPlaza Rama IX, CentralPlaza their products during CentralWorld’s closure. Suratthani, and CentralFestival Chiangmai. Moreover, CPN Due to the fires, some parts of the buildings and some assets of continued to implement its plan to expand overseas. However, CentralWorld were destroyed. However, we managed to keep to enter new markets, CPN is exercising extraordinary CPN Annual Report 2010 CPN is committed to business operation with ethics and good governance for the maximum sustainable benefit of all stakeholders.