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56-1 ONE REPORT ANNUAL REPORT 2020 CP ALL PUBLIC COMPANY LIMITED GIVING AND SHARING OPPORTUNITIES CONTENTS Summary of Financial Information 2 Messages from the Chairman 10 and Chairman of Executive Committee Part 1 Business Operation 16 Part 2 Corporate Governance 114 1 Business Structure and Operation 17 6 Corporate Governance Policy 115 1.1 Policy and Business Overview 6.1 Corporate Governance Policy Overview 1.2 Nature of Business Operations 6.2 Business Ethics 1.3 Company’s Business Structure 6.3 The Important Change and Development 1.4 Registered and Paid-up Capital of Corporate Governance Policy, 1.5 Other Securities Guideline and Charter during the past year 1.6 Dividend Policy 7 Corporate Governance Structure 135 2 Risk Management 60 and Important Information of the 2.1 Policy and Risk Management Framework Board of Directors, Sub-committees, Executives and Other Staffs 2.2 Risk Factors 7.1 Corporate Governance Structure 3 Driving Business for Sustainability 73 as at 31 December 2020 3.1 Sustainable Management Policy and Goals 7.2 Information of the Board of Directors 3.2 Managing Impact on Stakeholders 7.3 Information of Sub-committees in the Company’s Value Chain 7.4 High-level Executives 3.3 Environmental Sustainability Management 7.5 Information of Personnel 3.4 Social Sustainability Management 7.6 Other Important Information 4 Management Discussion and Analysis 92 8 Corporate Governance Report 163 8.1 Summary of the Performance 5 General Information 104 of the Committees for Last Year and Other Key Information 8.2 Report of Audit Committee during 5.1 General Information the past year 5.2 Other Key Information 8.3 Report of Other Sub-committees 5.3 Legal Disputes (Risk Management Report, Sustainability 5.4 Secondary Market and Corporate Governance Committee 5.5 References Report, Remuneration and Nomination Committee Report) 9 Internal Control and Related Transactions 186 9.1 Internal Control 9.2 Related Transactions Part 3 Financial Statements 200 Philosophy • Board of Directors’ Statement of Responsibility Through happy employees, for Financial Reports we desire to see smiles from customers • Annual Financial Statements and Independent Auditor’s Report of Certified Public Accountant Attachments 327 Attachment 1 Information of Directors, Management, Controlling Person, Financial Controller, Accounting Controller, and Company Secretary Attachment 2 Detail of the Directors of Subsidiaries Attachment 3 Information of Head of Internal Audit Vision and Head of Compliance We serve convenience to all communities Attachment 4 Assets Used in Business Operations and Details about Property Appraisal Items Attachment 5 Policy on Corporate Governance, Business Ethics, Charter of Sub-Committees, and Report of Sub-Committees Attachment 6 Report of the Audit Committee Mission Create customer engagement with innovation products and services and become a high performance organization with sustainability 2 56-1 ONE REPORT • ANNUAL REPORT 2020 • CP ALL PUBLIC COMPANY LIMITED Summary of Financial Information For Fiscal Years Ending 31 December CP ALL Public Company Limited and its Subsidiaries 2018 2019 2020 Consolidated Financial Information (Million Baht) Net Sales and Services Income 508,212 550,901 525,884 Total Revenues 527,174 571,110 546,590 Net Profit 20,930 22,343 16,102 Net Cash Provided by Operating Activities 41,227 40,477 39,148 Total Assets 373,742 375,617 523,354 Total Liabilities 273,923 267,250 411,759 Total Equity 99,819 108,368 111,595 Share Information (Baht) Book Value per Share 11.11 12.06 12.42 Earnings per Share 2.22 2.38 1.68 Dividend per Share 1.20 1.25 0.90** Financial Ratios (Percentage) Gross Margin (Sales and Services) 22.3 22.7 21.9 EBIT Margin 6.1 5.9 5.1 Net Profit Margin 4.0 3.9 2.9 Net debt to equity (times) 1.19 1.06 21.9 Net debt to equity as determined 1.04 0.94 1.62 in the bond covenants (times)* Net Debt to EBITDA (times) 2.76 2.56 4.16 Return on Total Assets 5.7 6.0 3.6 * the Company is obligated to comply with debenture covenants, by monitoring Net Debt to Equity Ratio. The ratio bases on the information in the consolidated financial statements for the accounting period ending on December 31 of each accounting period that the auditor has audited. ** Dividend payment for 2020 shall be further proposed to the shareholder ‘s meeting on April 23,2021 for approval 56-1 ONE REPORT • ANNUAL REPORT 2020 • CP ALL PUBLIC COMPANY LIMITED 3 Revenue and Earnings Before Tax Based on Business Segments* 63% 70% CVS and Others CVS and Others Revenue Earnings Before Tax Contribution Contribution 37% 30% Cash and Carry Cash and Carry * Revenue and earnings before tax before elimination 2020 2020 546,590 Million Baht 16,102 Million Baht 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 Total Revenue Net Profit Creating New Experiences for Society CP ALL is always ready to support the Thai people in any situation. Our new, convenient offline and online services are here to better everyone’s life. Together, we will move the Thai economy forward. Sharing Opportunities for Better Lives CP ALL is committed to moving our organization forward with innovation. We dare to think and be different. Our business value increases when we share our know-hows and technology, transforming people’s lives as we continue innovating for the benefit of the economy and society. Growing Together CP ALL recognizes the importance of sustainable growth, environmental conservation, equal opportunities, and a strong, healthy society. We achieve all this with good corporate governance, fighting against corruption for the happiness of all stakeholders. 10 56-1 ONE REPORT • ANNUAL REPORT 2020 • CP ALL PUBLIC COMPANY LIMITED Message from the Chairman and the Chairman of the Executive Committee Mr. Soopakij Chearavanont Mr. Korsak Chairasmisak Chairman Chairman of Executive Committee CP ALL Public Company Limited CP ALL Public Company Limited 56-1 ONE REPORT • ANNUAL REPORT 2020 • CP ALL PUBLIC COMPANY LIMITED 11 The year 2020 has brought with it another major challenge- branches in all communities nationwide. Moreover, the Company the coronavirus pandemic. Its impact on economies, society, and now has more distribution channels, such as 7-Delivery and the environment has been profoundly felt across the world. Amid All Online as well as an additional 720 store branches that ware an alarming number of infections and deaths, many governments planned for expansion. The Company is resolute in maintaining have implemented social distancing measures. The resulting social our financial and business situation, despite the challenges that change has led to a ‘new normal,’ not only in Thai society but come with COVID-19. the whole world. Thus, 2020 marks an important step in the Company’s journey CP ALL Public Company Limited recognizes the importance of overseas business expansion. For the past 30 years, the Company of being flexible and adaptable during volatile economic has shown great success and excellent performance in the situations. These qualities help the organization manage risks convenience store business. As a result, the Company has been and ensure business continuity. In alignment with its vision to granted franchise rights by 7-Eleven, Inc. (USA) to manage and “We serve convenience to all communities,” CP ALL can move operate convenience store business under the name ‘7-Eleven’ in quickly, finding opportunities amongst the changing social needs two of Thailand’s neighboring countries, Cambodia and Laos. With that come with the COVID-19 pandemic. From the past year until this, the Company will be able to continue providing innovative, now, the Company has been closely monitoring the COVID-19 convenient products and services to people in this region. situation to assess its impact on its businesses throughout the Furthermore, the Company has invested a 40 percent supply chain as well as stakeholders. The Company has also been share in Tesco Asia Group, operating in Thailand and Malaysia. continuously helping Thai society and communities, in alignment The Company believes that this strategic move will help strengthen with its belief in “Giving and sharing opportunities for all.” its existing business model and contribute to future performance. The Company has always appreciated the importance and potential Also, the Company expects that the investment will help strengthen of our people. Our dedicated employees have always been the networks of small and medium entrepreneurs in each country it main force in helping manage crisis situations. To build morale operates. In helping strengthen these networks, economies will also and encourage its people in line with Charoen Pokphand policies, be strengthened and expanded, resulting in positive, sustainable the Company has announced measures to take care of employees outcomes for countries, people, and the Company. as well as their families. Furthermore, the Company has opened The Company is committed to doing business for the benefit an additional 20,000 jobs nationwide to help alleviate the of communities and society so that everyone has a good quality unemployment situation. With this, our teams are expanded, of life. Our principles of good governance are also established to making us able to deliver good products and services right to positively contribute to economies, societies, and the environment. customers’ homes. The Company has also provided sources of Presently, the Company has been selected as a member of the funding for its 7-Eleven store business partners, farmers, and Dow Jones Sustainability Indices (DJSI) in its business community partners. In solving problems of liquidity and promoting performance evaluation, benchmarked by the 2020 sustainable farmers’ products, the Company believes that all stakeholders can development guidelines of the world’s leading companies. overcome this challenge together, as the CP ALL family. Currently, The Company’s name is included in the Food and Staples the Company’s more than two hundred thousand people are ready Retailing category, in the World Index for the third consecutive to provide convenient services to customers in every community year (2018-2020) and the Emerging Markets Index for the fourth across the country.