CPN: Central Pattana Public Company Limited | Annual Report
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ANNUAL REPORT 2013 THE NEXT CHAPTER OF SUCCESS CONTENTS 014 018 022 024 026 027 chapter chapter chapter chapter chapter chapter 01 02 03 04 05 06 CONSOLIDATED MESSAGE MESSAGE REPORT OF REPORT OF THE REPORT OF OPERATIONAL & FROM FROM THE AUDIT NOMINATION AND THE CORPORATE FINANCIAL THE BOARD CHIEF EXECUTIVE COMMITTEE REMUNERATION RISK MANAGEMENT HIGHLIGHTS OFFICER COMMITTEE COMMITTEE 050 052 062 071 073 076 chapter chapter chapter chapter chapter chapter 13 14 15 16 17 18 CPN ASSETS FUTURE VISION BUSINESS CORPORATE TODAY UNDER CPN’S PROJECTS AND MISSIONS STRATEGY VALU E S MANAGEMENT 122 127 134 136 148 151 chapter chapter chapter chapter chapter chapter 25 26 27 28 29 30 RISK FACTORS CAPITAL ORGANIZATION MANAGEMENT NOMINATION OF REMUNERATION OF STRUCTURE CHART STRUCTURE DIRECTORS AND DIRECTORS AND MANAGEMENT MANAGEMENT 281 286 287 290 291 chapter chapter chapter chapter chapter 37 38 39 40 41 GENERAL LIST OF EXISTING REFERENCE INFORMATION INFORMATION COMMITTEE IN PROJECTS FIRMS FOR INVESTORS OF BUSINESS SUBSIDIARIES MANAGED BY CPN HELD BY THE COMPANY 10% UPWARD 030 032 034 040 042 045 chapter chapter chapter chapter chapter chapter 07 08 09 10 11 12 REPORT OF THE BOARD OF AWAR D S 2013 ECONOMIC AND FINANCIAL CORPORATE DIRECTORS AND OF GREAT YEAR RETAIL INDUSTRY PERFORMANCE GOVERNANCE MANAGEMENT PRIDE IN 2013 IN BRIEF OVERVIEW REVIEW COMMITTEE TEAM IN 2013 077 082 083 085 101 121 chapter chapter chapter chapter chapter chapter 19 20 21 22 23 24 NATURE OF GROUP REVENUE CORPORATE SUSTAINABILITY ORGANIZATION BUSINESS STRUCTURE STRUCTURE GOVERNANCE MANAGEMENT DEVELOPMENT OF THE COMPANY OF THE COMPANY AND ITS AND ITS SUBSIDIARIES SUBSIDIARIES 154 165 166 167 266 267 chapter chapter chapter chapter chapter chapter 31 32 33 34 35 36 CONNECTED RESPONSIBILITY INDEPENDENT FINANCIAL AUDITOR’S FEE MANAGEMENT TRANSACTIONS OF THE BOARD AUDITOR’S STATEMENTS BIOGRAPHY OF DIRECTORS TO REPORT THE FINANCIAL STATEMENTS THE NEXT CHAPTER OF SUCCESS MOST ADMIRED DYNAMIC REGIONAL WORLD-CLASS TO BE THE MOST RETAIL RETAIL RETAIL REWARDING ADMIRED AND DEVELOPER DEVELOPER DEVELOPER EXPERIENCE DYNAMIC REGIONAL OF ALL RETAIL PROPERTY STAKEHOLDERS DEVELOPER WITH WORLD-CLASS REWARDING EXPERIENCE - PREFACE - ANOTHER NEW CHAPTER IS WAITING FOR US TO EXPLORE As a leading local retail property developer, we are confident in striding forward to success in larger arena. Our skills, experience and dedication will join forces in a way that has never been done before. Turn the page and let’s go to the next chapter of success together. The next chapter annual report of success 2013 - CHAPTER - of OUTSTANDING PROSPECTS We have gained the largest market share and we never stop in offering more to our partners. Modernity and world-class experience lead the way to our better future and to us becoming the most admired and dynamic retail property developer in the region. Delivering To be a capable a world-class, leader in the rewarding experience regional markets The next chapter annual report of success 2013 - CHAPTER - of FINANCIAL GROWTH We are a premium choice for investors, delivering competitive and sustainable returns to shareholders, and strategic partners. To develop strong To constantly relationships with maintain growth key stakeholders in income and net profit The next chapter annual report of success 2013 - CHAPTER - of INTEGRATED STRATEGY The combination of our skills, experience and dedication leads to the success of our business. We collaborate with our ideal partners to perform the very best within the country. And it is through our strategy that we succeed in the larger arena of the world. To create synergy To create new retail with our partners to formats and merchandise impress our customers mixes that better fit to the maximum The next chapter annual report of success 2013 - CHAPTER - of TRUSTWORTHY PERFORMANCE In every step, we earn trust in our performance, investment and signature corporate social responsibility programs, globally recognized through our awards and achievements from prestigious institutions. Committed to creating Committed satisfying experiences to trust Committed Committed to excellence to succeeding together with our partners chapter annual report 2013 | 1 CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS Hotel Food & Beverage 4% 4% 84% 2% 6% Retail Office Other Income Remarks : Excludes interest income, dividend income, share of profit from associate, and non-recurring income. SHOPPING CENTER OFFICE 169,133 169,133 169,152 163,746 163,991 1,286,125 96% 86% 81% 87% 96% 98% 967,430 96% 964,612 95% 1,085,102 96% 1,125,492 97% ‘09 ‘10 ‘11 ‘12 ‘13 ‘09 ‘10 ‘11 ‘12 ‘13 Ratail leasable Occupancy Office leasable Occupancy area (sq.m.) rate (%) area (sq.m.) rate (%) CPN 014 - 015 TOTAL REVENUES (Million Baht) 21,234 17,687 12,766 11,755 11,388 ‘09 ‘10 ‘11 ‘12 ‘13 TOTAL ASSETS ADJUSTED NET PROFIT (Million Baht) (Million Baht) 5,915 77,539 69,636 4,413 64,059 53,869 50,895 2,292 1,871 1,552 ‘09 ‘10 ‘11 ‘12 ‘13 ‘09 ‘10 ‘11 ‘12 ‘13 TOTAL LIABILITIES ADJUSTED EARNINGS PER SHARE (Million Baht) (Baht) 43,736 43,611 40,715 1.33 34,952 1.05 31,887 1.01 0.86 0.71 ‘09 ‘10 ‘11 ‘12 ‘13 ‘09 ‘10 ‘11 ‘12 ‘13 TOTAL SHAREHOLDERS’EQUITY BOOK VALUE PER SHARE (Million Baht) (Baht) 36,824 25,900 20,448 19,008 18,918 9.16 8.57 8.48 8.15 5.82 ‘09 ‘10 ‘11 ‘12 ‘13 ‘09 ‘10 ‘11 ‘12 ‘13 Remarks : During the year 2013, the par value of the share has been converted. The number of weighted average ordinary shares has been restated and used in computation of earnings per share and book value per share for the year 2012-2013. chapter annual report 2013 | 1 CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS As of December 31 2009 2010 2011 2012 2013 Operational performance of assets under CPN’s management Leaseable Area (square metres) 1,137,549 1,134,976 1,260,608 1,300,998 1,461,650 >> Retail 967,430 964,612 1,085,102 1,125,492 1,286,125 >> Office 163,746 163,991 169,133 169,133 169,152 >> Hotel (room) 255 557 561 561 561 >> Residential 6,373 6,373 6,373 6,373 6,373 Occupancy Rate (%) >> Retail 96% 95% 96% 97% 96% >> Office 86% 81% 87% 96% 98% >> Hotel 68% 50% 45% 76% 76% >> Residential 67% 67% 52% 59% 67% Consolidated Financial Results Unit : (‘000 Baht) Total Revenues (1) 11,754,650 11,387,613 12,765,702 17,687,323 21,234,033 Revenue from Rental & Service, 10,934,257 10,529,901 11,950,730 16,761,773 19,913,174 Food & Beverage, Hotel Cost of Rental & Service, 6,696,678 6,924,476 7,783,446 9,433,399 10,541,623 Food & Beverage, Hotel Gross Profit (2) 5,057,972 4,463,137 4,982,256 8,253,924 10,692,410 Net Profit 4,951,623 1,124,866 2,058,123 6,188,698 6,292,529 ( ) Adjusted Net Profit 2 2,292,460 1,551,950 1,871,108 4,412,862 5,915,196 (1) Excludes interest income, dividend income, share of profit of associate, and non-recurring incomes. (2) Excludes non-recurring items. (3) Net interest-bearing debt excludes loans from related parties. (4) Excludes minority interest in subsidiaries. (5) Basic earnings per share only attributable to ordinary shareholders. (6) During the year 2013, the par value of the share has been converted. The number of weighted average ordinary shares has been restated and used in computation of earnings per share and book value per share for the year 2012-2013. CPN 016 - 017 As of December 31 2009 2010 2011 2012 2013 Consolidated Financial Position Unit : (‘000 Baht) Total Assets 50,895,450 53,869,402 64,059,165 69,635,639 77,538,774 Total Liabilities 31,887,348 34,951,652 43,610,988 43,735,665 40,715,133 Net Interest-Bearing Debt (3) 14,128,862 17,452,337 24,300,067 21,357,620 17,972,416 Total Shareholders’ Equity 19,008,102 18,917,749 20,448,177 25,899,974 36,823,641 Retained Earning 14,539,840 14,339,464 15,828,190 21,210,726 25,419,599 Issued and Paid-up Share Capital 2,178,816 2,178,816 2,178,816 2,178,816 2,244,000 Total Number of Shares (‘000 Shares) 2,178,816 2,178,816 2,178,816 2,178,816 4,488,000 Consolidated Financial Ratios Net Interest-Bearing Debt to Equity (3) (time) 0.74 0.92 1.19 0.82 0.49 Gross Profit Margin (2) (%) 43.03 39.19 39.03 46.67 50.36 Net Profit Margin (2) (%) 18.74 13.03 14.06 24.05 26.41 Return on Assets (%) 10.46 2.15 3.49 9.26 8.55 Return on Equity (4) (%) 29.85 6.06 10.71 27.31 20.45 Earnings per Share (5)(6) (Baht) 2.27 0.52 0.94 1.42 1.42 Adjusted Earnings per Share (2)(5)(6) (Baht) 1.05 0.71 0.86 1.01 1.33 Book Value per Share (6) (Baht) 8.57 8.48 9.16 5.82 8.15 Dividend per Share (pay in the following year) (6) 0.58 0.25 0.37 0.95 0.55 (Baht) chapter annual report 2013 | 2 MESSAGE FROM THE BOARD CPN 018 - 019 To the Shareholders Another remarkable year it was for Central Pattana ROBUST PERFORMANCE AND FINANCIAL Plc, which posted steady growth in performance and STANDING grew branches as strategized despite a slowdown in CPN still constantly maintained growth in income economic growth this year.