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April 20,2017 Heading: CP Group Corporate Governance Committee

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April 20,2017 Heading: CP Group Corporate Governance Committee Date: April 20,2017 Heading: C.P. Group Corporate Governance Committee Report Dear stakeholders Last year we announced a significant programme of governance reform across our businesses. I am writing to provide an update on our progress, as well as our plans for leadership succession. As we move to a next generation of leadership for our businesses, we want to ensure we retain the same entrepreneurialism that has characterised our growth historically. We also want to give confidence to all of our stakeholders that we are managing our business responsibly and sustainably, with strong governance at our core. Our goal is clear: over the next few years, we want our leadership successfully transitioned with world-class standards of governance for long-term and sustainable success. Governance Reform: Updates To improve corporate governance within C.P. Group and help the wider group of C.P. companies uphold global best practice, we are installing high-quality governance infrastructure and developing clear principles and policy guidelines for implementation. We want all our employees to understand how these new standards apply to them and appreciate the importance of these changes. We knew early on that to be successful on this journey, we would need advice from top-tier and independent thinking. We therefore established in September 2016 the C.P. Group Corporate Governance Committee. It is led by Senior Chairman Dhanin Chearavanont and comprises senior executives from our major listed businesses, independent non-executive directors who sit as governance committee chairs on the boards of our key listed companies, and also independent governance experts from Thailand and abroad. The Committee, which has met for three meetings, has received significant director and management time and attention. Moreover, some extremely experienced and insightful business leaders from Thailand and abroad have also joined us to help develop our corporate governance infrastructure, principles and policies. Alongside this letter, we have released a detailed Committee Progress Report. Below is a summary of the key topics it addresses: 1. Benchmarking & reviewing process: Over the first two years of the Committee, we agreed to review all key aspects of corporate governance, assessing strengths and weaknesses at both a Group level and among select subsidiaries. We started by considering the topic of disclosure and transparency and have since moved on to begin a similar exercise in relation to various aspects of our risk governance. 2. Formalising governance practice into policy: Following the review of disclosure and transparency, policies, guidelines and manuals are being developed to elevate existing standards and practices within the C.P. Group parent company. We are also in the process of adopting and implementing the new systems and processes set out in these documents to bring standards in our privately-held businesses in line with listed company best practice. 3. The development and adoption of C.P. Group Corporate Governance Principles: The Committee has agreed upon a common set of 11 Corporate Governance Principles, which are included in full in the Committee progress update. These principles, which have now been adopted by C.P. Group, are intended to guide how the Group company behaves and to illustrate what we expect of companies in which we invest. 4. Training & mind-set change: We will soon launch corporate governance training, which will initially target senior representatives at C.P. Group, and be based on our new corporate governance principles and two aspects of corporate governance: (1) disclosure and transparency and (2) connected transactions. Over the next 12 months, the training will be cascaded widely within both C.P. Group and the wider group of C.P. companies with the support of Charoen Pokphand Leadership Institute (CPLI), as well as external advisors. Alongside this training, we will implement an employee communications campaign to ensure all employees understand and be aligned with the governance principles of the Group. Our activities under this programme have already resulted in positive changes in our listed entities. For example, several of our companies including Charoen Pokphand Foods Public Company Limited, CP ALL Public Company Limited, and Siam Makro Public Company Limited have now formed board-level governance committees while True Corporation Public Company Limited recently relaunched its governance charter. Further changes are expected soon: The newly developed disclosure and transparency policies are being reviewed by our major listed companies; each will decide how to either adopt them as new policy or align existing policies with the standards set at the Group level. The Corporate Governance Committee continues to meet on a quarterly basis and will focus in the future on the remaining areas of reform outlined in the Committee Progress Report. We are committed to providing regular updates. C.P. Group Management Structure We recently moved to a new leadership structure at C.P. Group, our privately held holding company. Mr. Dhanin Chearavanont has assumed the role of Senior Chairman of C.P. Group. I am now Chairman, and Mr. Suphachai Chearavanont is Group CEO. Senior Chairman Dhanin Chearavanont will continue to be closely involved in oversight of the Group’s strategy and direction, with Mr. Suphachai and myself also spending more time on Group matters. As Chairman, I will focus on new projects and investments, and Mr. Suphachai, as CEO, will focus on the day-to-day running of the Group and the implementation of key strategic initiatives. All three of us are members of the C.P. Group Corporate Governance Committee and are personally committed to our pursuit of best in class standards in this area. We will also work closely together as part of a gradual transition of leadership to the next generation. Our long-term goal is for the businesses to be run by the appropriate professionals, with the family playing a critical role as manager and driver of the assets and in setting standards for companies in which we invest. We will also expect our public boards to evolve with strong independent oversight and appropriate voice given to minority shareholders, employees and relevant stakeholders. On behalf of the Board, I would like to reassure you of our commitment to delivering on these goals. Thank you for your continued trust and support of C.P. Group. Mr. Soopakij Chearavanont Chairman, C.P. Group ________________________________________ COMMITTEE PROGRESS REPORT This document reports on the establishment of, recent progress in and future priorities for the C.P. Group Corporate Governance Committee (est. September 2016). 20 APRIL 2017 CONTENTS CONTEXT. 3 COMMITTEE ESTABLISHMENT. 3 PROGRESS UPDATE. 5 Setting Standards 5 Reviewing Materials 5 Codifying Practices 6 Expanding Capacity 6 FUTURE PRIORITIES. 8 APPENDIX. 9 A. CORPORATE GOVERNANCE PRINCIPLES OF C.P. GROUP 9 B. COMMITTEE TERMS OF REFERENCE 12 C. COMMITTEE MEMBERHIP 19 CONTEXT At the time that this Committee was established in September 2016, significant change was occurring both in Thailand and internationally in the corporate governance expectations of investors, regulators and other public bodies. International institutional investors had begun integrating governance codes into their investment frameworks. Regulators and independent governance organisations worldwide were starting to articulate higher standards for and practical implementation guidance on corporate governance. Groups of investors and companies too started banding together to issue guidance on “practical” corporate governance. But despite this rising tide of expectations for stronger corporate governance and proliferation of best practice guidance, no single framework offered a roadmap that could account for the full complexity and situation of any individual company. COMMITTEE ESTABLISHMENT Against this context and in view of recent scrutiny of C.P. Group’s governance standards and practices, the C.P. Group Corporate Governance Committee was formed. Its mandate was to determine how best to establish and adopt a guidance framework for corporate governance suited specifically to the unique complexities of C.P. Group: a widely diversified multinational conglomerate and third-generation family business that includes listed companies operating across multiple sectors and jurisdictions. To enable it to deliver best-practice guidance aligned with the unique operating and cultural contexts of C.P. companies, the committee’s membership was accordingly comprised of both internal business leaders and external governance experts. In its first half year (September 2016 – February 2017), the Committee has focused on developing the corporate governance standards and practices of Charoen Pokphand Group Company Limited, the private parent company, which will guide its major listed subsidiaries in due course, across the following areas: 1. Setting Standards:​ The Committee’s first order of business was to map out the landscape of corporate governance topics it considered most relevant to C.P. Group and against those topics, set clear standards to which it would hold itself going forward. 2. Reviewing Materials:​ Supported by external advisers, the next part of the programme comprises an assessment, benchmarking exercise and gap analysis of corporate governance policies, practical guidance, procedures, training and other practices. 3. Codifying Practices:​ Against the findings of the review, the Committee is providing
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