Mr.Alan George Thomson Robinson Department Store Public Companypresident Limited 03
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Content 02 Message from Chairman 05 The Management 06 Operating Results and Financial Status 2014 10 Financial Highlights 12 Market & Retail Business 15 Policy and Business Structure 21 Structure of the Company and its subsidiaries 24 Nature of Business 30 Risk Factors 36 Shareholder and Dividend Policy 38 Management 50 Board of Directors and the Management 73 Company Secretary and Head of Internal Audit 74 Corporate Governance 97 Corporate Social Responsibility 104 Internal Control and Risk Management 108 Report of the Audit Committee 111 Statement of the Directors Responsibility 112 Connected Transactions 117 General Information 124 Financial Statement Robinson Department Store Public Company Limited 01 Message from Chairman Mr.นายสุทธ�ศักดิ์ Sudhisak Chirathivat จ�ราธ�วัฒน Chairmanประธานกรรมการ To the Shareholders of Robinson Department Store Public Company Limited Since its inception 35 years ago, Robinson นายสมชัย อภิวัฒนพร ประธานกรรมการตรวจสอบ/Mr.Somchai Apiwattanaporn Department Store has grown from strength to ประธานกรรมการสรรหาและChairman of the Audit Committee strength and has since then remained the Chairman of the Nomination กำหนดคาตอบแทนand Remuneration Committee familiar shopping destination among Thais shoppers. Having continuously introduced the latest trends and fashionable lifestyles to locals across the Kingdom, the year 2014 saw the Company’s achievement of total 39 operating stores. Featuring over 450,000- sq.m.- depart- ment store area, Robinson has not only thrived to become Thailand’s most popular department Mr.Vithaya Chavananand store, but also boasted the highest number of Chairman of Risk Management Committee stores nationwide. Indeed, such resounding success is a testament to the Company’s endeavours in constantly expanding its market shares, in keeping with generating the utmost benefits for every stakeholder. The year 2014 marked another milestone achievement for Robinson Department Store Mr.Charan Mongkolchan as Mr. Alan Thomson has first stepped into a Independent Director position of Robinson Department Store’s new President. A highly-calibre executive with a sound expertise in overseas retail market management, Mr. Alan Thomson has brought about significant changes in the Company’s business expansion including an inauguration of Robins Department Store shopping malls in Mr.Yodhin Anavil Hanoi and Ho Chi Minh, Vietnam. In keeping Chairman of Corporate Governance with that, standardization of work practices Committee among high-level personel is initiated via an implementation of a clear corporate structure, coupled with a suitable resource allocation. Besides, in order to reach its targetd goal of Mr.Kanchit Bunajinda Independent 02 DirectorAnnual Report 2014 Mr.Sudhitham Chirathivat Vice Chairman generating the highest profitability and performance, staff’s duties and responsilities framework is also clearly set out. What’s more, in order to carry on the Company’s existing Mr. Prin Chirathivat business plan to better accommodate Director rapidly-growing urbanized areas, Mr. Alan Thomson has also launched five new stores this year. As a result, Robinson Department Store is able to successfully occupy strategic locations in each regional areas, particularly those situated along economic borders which are believed to enjoy a leap growth following an Mrs. Yuwadee Chirathivat arrival of the ASEAN Economic Community. Director Indeed, the aforementioned advantageous factors are believed to better equip the Company with competitiveness to accomplish its target more rapidly despite an unpromising economic backdrop for retail business. Aside from its commitment to business excellence, Robinson Department Store has always pinpointed the principles of integrity Mr.Pandit Mongkolkul and transparency and fairness. As such, Director the Company has declared, in 2014, its intention to join Thailand’s Collective Action Coalition Against Corruption (CAC). In so doing, it not only demonstrates the Company’s concerted effort to lead a healthy business operation with the highest integrity, but also reinforces an ongoing co-operation between Mr.Piya Nguiakaramahawongse the state and private sectors in the Director development of business ethics. To this end, Robinson Department Store firmly believes to help push forwards the country’s promising future. Mr.Alan George Thomson Robinson Department Store Public CompanyPresident Limited 03 As a forefront company operating under a good particularly along Thailand’s borders where corporate governance, Robinson Department promising economic outlook is highly anticipated. Store has constantly upgraded its principles Running in parallel with that, the Company will of corporate governance to be comparable with an continue to strengthen its business operation by international standard. As a result, the Company means of introducing a new-height of pleasurable has received, in 2014, a number of illustrious shopping experience for esteemed customers. awards including an “Excellent” rating in Besides, the business expansion in Vietnam will the assessment of quality of the Annual General also serve as another key factor to enhance the Meeting of Shareholders by the Thai Investors Company’s further success and, therefore, will Association. Moreover, the Company was also enable it to enjoy a leap growth. rated at a “Very Good” level from the Corporate Governance Report of Thai Listed Companies Finally, may I, on behalf of the Board of Directors, organised by the Thai Institute of Directors extend my warm thanks for every shareholder for Association (IOD). This is not to mention the your trust in the Company’s management and “Outstanding Business Operator Award” for corporate governance, for the management team outstanding labour relations and labour welfare and every staff for your dedication in overcoming records 2014, conferred by the Department numerous challenges, as well as suppliers for your of Labour Protection and Welfare, the Ministry continued, kind support. Robinson Department of Labour. Indeed, such prestigious awards are Store will remain steadfast in our commitment to a testament to the Company’s unwavering achieving more business expansion as per our devotion to promote well-being, in line with targeted goal. In keeping with that, we will strive to providing career advancement for its staff. improve our performance, on par with maintaining uncompromising standards of good governance, Looking ahead, Robinson Department Store is integrity and ethics in our business practices for committed to further expanding its store network future sustainable growth in responding to the fast pace of urbanization, Mr. Sudhisak Chirathivat Chairman Robinson Department Store Public Company Limited Message from Chairman Message from 04 Annual Report 2014 The Management Mr.Mark Ashlin Senior Senior Vice President – Retail Mr.Gerard Mcgurk Mr.Alan George Thomson Senior Vice President President Merchandising Ms.Arunee Tulya-Anukit Mrs.Ratana Anoontakaroon Vice President - Merchandising Vice President – Merchandising Mr.Wuttukiat Techamongklapiwat Mrs.Orawan Tipsuwanporn Vice President Vice President - Merchandising Property & Lifestyle Mall Mr.Sukitti Kittipassorn Mr. Kritchart Jindasamai Vice President Vice President Business Analysis and Store Design Development Development & Costing Mr.Anan Tantipanyakun Mr.Dissatat Wisetvara Vice President - Operations Robinson Department Store Public Company LimitedFinancial 05 Controller Operating Results and Financial Status in 2014 Health and Beauty Operating Results and Financial Status 14% Overall economy in 2014 grew at the slower pace from last year. This was due to many factors including Home the political turmoil and protestation in the first half of and Hardline the year, the high level of household debt and low-priced agricultural products. The uncertain global economic 18% also affected export and tourism. As a result of the economy factor which grew lower than expected, consumers were cautious in their spending which consequently caused weak domestic consumption Accessories throughout the year. As of 31 December 2014, the Company operates 31% 39 stores in Thailand, comprising of 11 stores in greater Bangkok, 28 stores in the upcountry. Meanwhile 2 stores in Vietnam were launched during this year. Fashion In 2014, the Company had total income of Baht 26,614 million, increasing by 0.8% and 37% net profit of Baht 1,927 million, decreasing by 2.9% from last year. The details are as follow: Income In 2014, the Company had total income of Revenue Baht 26,614 million, increasing by Bath 218 million Breakdown or 0.8% from last year. This can be summarized in 2014 as follow; Net sales The net sales was Bath 23,896 million, decreasing by Baht 404 million or 1.7% from last year. This was mainly due to weak shopping sentiment and 90% unsupported economy. Moreover, the Company had the high net sales base of the last year due to Net 10% the clearance sale promotion before closing the Sales Ratchadapisek store. In addition, there was the sales Other cannibalization impact from two new Central Department Stores in Chiang Mai and Had Yai. 06 Annual Report 2014 Other income The investment income was Baht 1,858 million, increasing by Baht 558 million or 42.9% from last year. This was mainly due to an increase in the rental area from the newly-opened Lifestyle Centers. The other income was Baht 860 million, increasing by Baht 64 million or 8.0% from last year. This was due to an increase in income related to rental areas such as utility income. However,