The Frontier
ROBINSON New
ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED
ANNUAL REPORT 2010
OUR
VISION ROBINSON is the most preferred department store with the widest market coverage in Thailand, offering merchandises to best ďŹ t our customer lifestyle with excellent services.
MODERN& FASHION
06 08 14 15 19 21 25 28 34 38 40 53 63 71 72 74 75 79 82
Message from Board of Directors Message from the Management Financial Highlights Financial status and operating results in 2010 Market and Retail Business History and Major Development Structure of the Company and its subsidiaries Nature of Business Risk Factors Shareholders and Dividend Policy Management Board of Directors and the Management Good Corporate Governance Corporate Social Responsibility Report of the Audit Committee Statement of the Directors Responsibility Inter-Company Transactions General Information Annual Financial Statement
MESSAGE FROM BOARD OF DIRECTORS
Mr. Vithaya Chavananand
Mr. Charan Mongkolchan
Mr. Phibul Phatharodom
Mr. Somchai Apiwattanaporn
Mr. Prin Mr. Sudhitham Chirathivat Chirathivat
Audit Committee/ Independent Director
Audit Committee/ Independent Director
Audit Committee/ Independent Director
Chairman of the Audit Committee/ Director Independent Director
Vice Chairman
The year 2010 is considered another blossoming year for Robinson Department Store and a part of our stellar success came from the global and local economic situation which has gradually begun to pick up. The brighter economic outlook, as a result, has contributed to the development of economic growth figures ranging from the GDP, private consumption to the number of inbound foreign tourists - all of which have largely generated a positive impact on retail business. These factors, coupled with business stability, pioneering visions and missions as well as efficient management of Robinson Department Store, have led the Company to an exceptionally outstanding performance in 2010. Indeed, the year 2010 can also be marked as a year of the Company’s milestone achievement and solid business expansion which is promised to pave way for further development and established growth. The Company’s performance figure in 2010 is unquestionably a testament to our resounding success, which is backed by a marked growth in sales volume, together with persistent cost management and control capability. Consequently, the Company was able to attain a lucrative income which was exceedingly higher than the previously-speculated target. Besides, such fortunate outcome has equipped the Company with a readiness to carry on our operation as per business expansion plan for the future. Another great pride for Robinson Department Store is that the Company is rated as “excellent” following the corporate governance assessment of the SET-listed companies. Considered the highest assessment level available, it is also the first year for Robinson Department Store to have earned such highly prestigious position. Indeed, such track record of success is a result from the Company’s emphasis on the core working philosophy - to maintain the maximum benefits of every shareholders and stakeholders. Furthermore, following the selection of the Company’s securities as the constituents of the SET50 indices for the year 2011, it can well indicate and reaffirm both shareholders’ and investors’ consistent trust for Robinson Department Store. These remarkable achievements not only provide us with a great pride, but also serve as a tool to drive us towards a new height of development and working efficiency.
Annual Report 2010
Robinson Department Store Public Company Limited
THE YEAR 2010 IS CONSIDERED ANOTHER BLOSSOMING YEAR FOR ROBINSON DEPARTMENT STORE AND CAN ALSO BE MARKED AS A YEAR OF THE COMPANY’S MILESTONE ACHIEVEMENT AND SOLID BUSINESS EXPANSION.
Mr. Sudhisak Chirathivat
Mr. Tos Chirathivat
Mr. Preecha Ekkunagul
Mr. Piya Mr. Pandit Nguiakaramahawongse Mongkolkul
Mr. Kanchit Bunajinda
Chairman
Director
Director/ President
Director
Director
Director
Apart from retail business excellence, Robinson Department Store has also placed a paramount significance on continuous social development. To this end, the Company has extended our support, in parallel with raising awareness among our staff in social contribution. As such, a string of worthwhile activities has been host in three areas - education, aiding communities and society and environment. The Company, thereby, has also expanded our assistance to various provinces across the country. Robinson Department Store has consecutively organized a number of active campaigns for social development include, for instance, the “Robinson Realises 83 Dreams for 83 Schools” campaign, the “Returning Green Space to Thailand with Robinson Live Green Bag” campaign and the “Arrow-Robinson Bring Elephant Back Home” campaign. Finally, may I, on behalf of Robinson Department Store PCL, express my heartfelt thanks to customers, shareholders and every business partner, for your consistent trustworthiness. Board of directors, along with every staff intend to put efforts and unwavering dedication to fulfill every customer’s customised demand with a vast variety of first-rated, trendy products. Coupled with our service excellence, Robinson Department Store has also been unanimously labeled as “the most preferred department store” among the customers all along. Nevertheless, the Company remains steadfast in our commitment to maintaining the highest standards of integrity in business practices for further established growth. In keeping with this, the Company is also strived to push forward more social contribution campaigns and environmental conservation efforts for the Kingdom’s further sustainable development.
Board of Directors
Robinson Department Store Public Company Limited
06 / 07
Mr. Parivat Sopasit
Mr. Sukitti Kittipassorn
Mr. Clive Frederick Coombes
Company Secretary/ Vice President
Vice President
Vice President
Finance
Business Analysis and Development
Merchandising Differentiation
MESSAGE FROM THE MANAGEMENT Mr. Preecha Ekkunagul President
Mrs. Ratana Anoontakaroon
Mr. Anan Tantipanyakun
Ms. Sirinij Chokchairittikul
Vice President
Vice President
Vice President
Merchandising
Operation
Marketing
Message from the Management
The Company’s milestone achievements last year included the new format of the store expansion and modernization plan, an introduction of a diverse array of products which cater to customer’s different and discerning lifestyles, more marketing activities which focus on customers, together with new activities.
Having been in business for over three decades, Robinson Department Store remains Thailand’s trendy shopping mall that has on offer for customers a vast variety of the latest lifestyle fashionable products with first-rate quality at highly affordable prices. The 2010 economic backdrop demonstrated a satisfactory growth following from the economic recovery which had begun since 2009 yearend. Consequently, the private consumption experienced a positive growth as the consumers boasted the
higher level of confidence and hence made continuous spending. As a result, the retail market began to blossom. Nevertheless, the competitive situation still remained as current entrepreneurs have increasingly turned towards implementing more marketing strategies so as to stimulate customers’ purchasing demand as well as various forms of retail business expansion, namely hypermarket, specialty store, convenience store as well as community mall which is on a surge particularly in Bangkok area. Despite a number of negative factors including political unrest and natural catastrophe, the private consumption was affected merely within certain areas. However, this factor did not seriously affect the Company’s business operation, thanks to its countrywide branches. What’s more, in spite of a rapid change in consumers’ behaviour together with availability of more products, consumers remain mindful of their value-of-money spending. Furthermore, they, particularly those living in provincial area, are more likely to shift their lifestyle pattern and become more urbanized, therefore, it is considered a golden opportunity for Robinson Department Store to expand its branches to numerous provinces nationwide. Last year, the Company boasted a track record of satisfactory business operation backed by sale volume which increased by over 15% and, thereby, generated 68% higher net profit compared to that of the previous year, especially 32% increase of the profit from normal business operation compared to that of the previous year. Committed to pushing forward more steady growth, the management, has made sure to efficiently plan and implement a number of strategies. In doing so, it is believed to better respond to the customers’ ever shifting demands as well
as more meticulous product selection. Besides, it will enable the Company to eventually achieve its objective in creating the image of a trendy and outstanding fashionable shopping destination, on par with preparing the organisation to better cope with the fast expanding work plans. As such, the Company’s milestone achievements last year included the new format of the store expansion and modernization plan, an introduction of a diverse array of products which cater to customer’s different and discerning lifestyles, more marketing activities which focus on customers, together with new activities as follows:
Robinson Lifestyle Center “Robinson Lifestyle Center” is considered new business model of store expansion to medium-size provinces yet with high potential. Last year, the Company has made a 650-million-baht investment in the construction of a lifestyle shopping mall that brings together a full spectrum of entertainments and trendiness all under one roof at Trang branch. Both interior and exterior of the store, thereby, are stylishly decorated, while the plaza zone embraces over 200 leading shops. Having grandly inaugurated in last November, the latest outlet has so far enjoyed an exceedingly good response from customers both in Trang and other nearby provinces.
Continuous Branch Improvement to Maintain the Store’s Stylish Image Apart from an inauguration of new branches, Robinson Department Store remains steadfast in its commitment to introducing the modern and original shopping experience for customers by means of renovating the interior and exterior of the existing stores. For Hat Yai, Ratchaburi, Chantaburi and Rattanathibet branches had been renovated in the latest trend of Robinson to create a fun and exciting shopping atmosphere in parallel with attracting customers’ attention. Moreover, the branch refurbishment also help maximize the space efficiency by managing every department and every section - both areas for sale and for rent - in order to generate the highest potential and revenues possible for the company. After the renovation had
08 / 09
Message from the Management
been completed, the branches’ re-launching events were held and, indeed, the sale volume achieved from these branches records a considerable growth.
Presenting leading-edge products that meet the customers’ discerning lifestyle By being committed to its core principle in having on offer premium-quality products with stylish and fashionable design at value-for-money prices, the company has also upgraded its merchandising management efficiency so as to suitably respond to diverse lifestyles of each group of targeted customers. Last year, the Company has incorporated and implemented a number of management strategies for outstanding merchandises including,
>> Home Décor Items & Household Apparatus Currently, being able to successfully secure its leadership in this market, Robinson Department Store has always ensured to select only first-rate products of which form and function properly respond to customers’ specifications. Besides, the Company has included a broad array of product variety in new types and forms, particularly the kitchenware into its line last year in order to be a one-stop shopping place. What’s more, the product display has been re-adjusted to make it more eye-catching and thereby, not only attracts customers’ attention, but also continuously stimulates their purchasing demands.
>> Cosmetic Products and Accessories
>> Ladies’ Wear and Men’s Wear To best accommodate the diverse demand and lifestyles of each individual, Robinson Department Store has on offer a complete product line for ladies’ wear, men’s wear and jeans by pinpointing the product variety, the latest fashion trends and practicality in any occasions. Last year, the Company succeeded in continuously stimulating customers’ demands all year round by adding new items that were of high popularity. In keeping with that, the Company also made sure that items from the latest collection were always made available, particularly items for teenagers as well as young & mid-level professionals who have a strong passion for fashion and whose purchasing demands and lifestyles shift rapidly. In doing so, it is regarded as another efficient means in helping customers keep updated with the latest fashion trend, while offering them the stylish dressing tips. What’s more, the Company offered a variety of marketing activities to provide a pleasant and fun shopping experience. Apart from the aforementioned merchandising management strategies, the Company has also meticulously selected brands with high potentials and positive growth and made sure they are made available in every department. In keeping with that, the Company also collaborates with its traders in selecting products to ensure that it can better cater to the customized demand of consumers. The implementation of aforementioned strategies and merchandising management has consequently propelled a growth in sale volume of every group of products and eventually led to a highly satisfactory outcome and, of course, another resounding success of the company in 2010.
Having on offer cosmetic products and accessories for customers who have a passion for beauty and fashion, Robinson Department Store brings together premium-quality products from leading brands from both Thailand and overseas suitably as per customers’ demand in each branch for their utmost satisfaction. In addition, many kinds of marketing activities to introduce new brands, leading domestic brands, have been arranged so as to respond to the high-spending customers’ demand in each area as well as expand the customer base. Furthermore, the refurbishment of cosmetic and watch zones had been made. To this end, furniture and counters have been altered so as to regain the store’s image of a stylishly trendy shopping center where the additional services at sale points are thoroughly ready for customers.
Annual Report 2010
Robinson Department Store Public Company Limited
Message from the Management
The Bedding Store In meeting with urbanites’ demand - particularly those living in Bangkok where the residential zones of office workers are ever evolving, the company has renovated some areas of its branches. To this end, the refurbished design has been modernized, while the product displays have been re-modified. Moreover, the area for “The Bedding Store” is specially and exclusively allocated to showcase a fully-integrated bedding product from leading brands which are targeted at young families and particularly those who are concerned of their healthy sleep. Also embraced at the zone is a string of top-notch bedding maintenance services such as bed cleaning and dust mite elimination. Indeed, the Company is aimed to push forwards “The Bedding Store” zone into a truly one-stop bedding hub as in doing so, it will facilitate customers who can come to shop and enjoy the leading-edge services all under one roof. Having already been initiated at Rangsit outlet and has so far been warmly received by customers, the Bedding Store zone will be expanded to other branches in the near future.
Consolidate the Only@Robinson Product Line
Robinson products were added to various departments last year. For example, Viva Candy - ladies wear brand for teenagers and working women - is incorporated under the Only@Robinson product line, together with Clio - a reputable cosmetic brand from Korea. In doing so, the Company is able to expand its customer base and hence reach new targeted groups of customers. Additionally, the Company has consolidated its existing brands by means of embracing leading-edge kitchen assortments and varieties into its product line via Cuizimate brand. So far, the brand has been warmly received and is highly popular among customers. Apart from Cuizimate brand, Robinson Department Store has carefully selected and made sure to include premiumquality products from highly preferable brands into the store ranging from ladies’ ware, accessories, leathergoods to men’s wear. These brands with high marketing potential are, therefore, distributed to various branches nationwide so as to cater to customized demands of each group of customers. Despite of having enjoyed a steady growth in Only@Robinson product line, Robinson Department Store also aims to increasing its sale volume by 10% within the two years’ time and undoubtedly it is considered another key strategy in generating higher sale volume and profit for the Company.
Aiming to add more varieties to its product lines, Only@Robinson concept is integrated and has been continuously developed to keep pace with the customers’ diverse demands, while being able to suitably respond to rising business opportunity in each location. Thanks to its being one-of-a-kind products which differentiate themselves from competitors, more new Only@
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Message from the Management
New Marketing Types Currently, Robinson Department Store boasts numerous branches across the country and, because of this, it has enabled the Company to thoroughly understand diverse lifestyles of customers in each specific area. Robinson Department Store, therefore, has implemented the Localized Marketing strategy in order to suitably respond to customers’ purchasing demands in every location. Furthermore, in 2010, the Company continuously arranged a string of event marketing campaigns, and created various new events as well as improved its signature events, all of which not only served as a tool to attract shoppers’ attention, but also efficiently stimulated their purchasing demands. A number of the marketing campaigns host included, >> Robinson Fashion Week is regarded as the store’s first ever Fashion Week campaign. Thanks to a good cooperation from over 30 top brands and fashion alliances, the ultimately pleasant shopping atmosphere is specially created for customers. Besides, the biggest craze for trendy fashion wares of the year is revived exclusively for fashionistas. >> I Go Jeans: Jeans Expo has currently become the department store’s signature and eagerly-awaited annual event for customers who have a passion for jeans. By bringing together a comprehensive range of top jean brands, the event also showcases a string of interesting activities notably the fashion show session that showcases products from the latest collection. Indeed, the event has been warmly received by jeans lovers who find the event a paradise for indulging in a full shopping spree. >> In addition to that, the Company is packed with a multitude of promotion campaigns that contribute to the importance of customers. The Shopping Paradise activity held last year, for instance, included an announcement and presentation of Robinson Bright & Charm Awards for notable figures in Chiang Mai and Udon Thani provinces. Not only aimed as a means to offer the prestigious awards for praiseworthy individuals who have contributed to Thai society, environment and culture, the event was also served to enhance and strengthen good relations between customers and Robinson Department Store. Besides, more event marketing campaigns have also been expanded to other branches so as to inspire a fun and original shopping experience, in keeping with continuously stimulating customers’ purchasing demands throughout the entire year. These fanciful event marketing campaigns are namely the Ultimate Watch Fair, Beauty World, Toy Fun Festival and many more.
Annual Report 2010
Adding more value to the shopping experience with The 1 Card Robinson Department Store has remained strictly adhered to its core working philosophy in creating good relations with customers through the use of the Customer Relationship Management (CRM) programme and The 1 Card - an efficient tool which is not only served for good relations building with customers, but also for adding value to their shopping experience. Through the use of The 1 Card, the customers, in turns, feel they are a part of the department store. Thanks to this card, moreover, customers are entitled to a wide range of pampering privileges and services such as being kept updated with the latest products, promotion campaigns and many more. Additionally, the Company is able to make a thorough analysis on customers’ purchasing behavior and their preferences from The 1 Card customer database with currently over 1.2 million registered customers. In doing so, the Company can used the information gained for further development of its products and services so as to satisfy each group of customers and individual to the utmost. Last year, the spending value made by The 1 Card members was over 70% of Robinson Department Store’s overall sale volume.
Maximizing more communication channels for customer contact Robinson Department Store has revamped its PR and advertising campaigns to both adjust and modernize its image and advertising campaigns have thereby been disseminated through new media channels which, among these, include the Company’s website. Plus, in order to maximize more online communication channels with customers, the PR campaigns have also been launched on Facebook - the extremely popular online social network. Therefore, by launching several PR campaigns through this highly popular communication channel, the Company is able to circulate important news and events such as the ongoing activities at each branch, as well as promotion campaigns to directly customers in a relatively quicker and more efficient manner.
Continuously Developing for Service Excellence Unquestionably, service excellence is considered another integral factor to success for retail and department store business as it not only helps maintain good relations between customers and the company, but also consolidates the brand loyalty. Being
Robinson Department Store Public Company Limited
Message from the Management
mindful of its paramount significance, Robinson Department Store has integrated the Value-added Service into its operation. Exclusively available at Robinson Department Store, the Value-added Service includes the Free Make Up service, the Bra Advisor service and the Stylish Consultant service. Having been continuously developed to create a differently superior service excellence for its customers, more training sessions were held to ensure that a team of staff is fully equipped with a know-how and sound knowledge in the aforementioned specialized areas. As a result, the services have nowadays become highly favorable and been warmly received by all customers. Robinson Department Store nevertheless remains steadfast in its commitment in continuously and seriously developing its front office staff. As such, continued personnel training sessions have been organized, in keeping with a cultivation of service mind competency and enthusiasm for service offering. Aiming to create the highest customers’ impression and satisfaction, the service quality of staff in various training sessions is therefore consistently analyzed, while the result is taken for further use in improving staff service and efficiency. Aside from personnel development program, Robinson Department Store has upgraded its service for customers’ maximum conveniences and, therefore, certain areas within the stores are allocated for exclusive services ranging from the VIP Lounge, VIP Parking to the One Stop Shopping services, just to name but few.
Market Trends, Competition and business operation in 2011 Looking ahead, the outlook of retail market in the year 2011 is likely to grow following on from the private consumption which is projected to continue expanding from the previous year. This, coupled with the state measures including a pay rise of government officials and an increase of minimum wage, will further contribute to higher purchasing power among consumers. However, the retail market remains inevitably competitive as a result of modern-day retail entrepreneurs’ expansion plus the more open market for oversea entrepreneurs. Besides, the persisting competitive situation is mainly due to the current consumers’ purchasing demand and spending behavior which is not only likely to change rapidly, but also tend towards more value-for-money products that yield the maximum satisfaction.
by promoting Robinson brand identity and awareness. Furthermore, the Store is also planning to cover strategic locations nationwide by means of launching new branches, in parallel with offering leading-edge products and services that respond to market’s demands through the use of The 1 Card’s database with over 1.2 million registered members. What’s more, the Company is committed to adding more fashionable items into its product line so as to provide a product variety and hence is able to keep pace with the ever evolving consumers’ demand. Apart from that, the Company has always ensured to continuously expanding its branches to reach new targeted groups of customers while efficiently managing its budgets and expenses to better cope with more challenging competition in 2011 and hence poised for a rapid growth in the near future. Despite having confidence in the current business condition, the company has still managed its business carefully. It also pays attention to risk management in order to prepare for any change in factors which may affect the economy. In addition, the Company has unceasingly given priority to corporate and environmental responsibility like the previous years. The management wishes to extend cordial thanks to our esteemed customers for your continued patronage, every shareholder and trader for your kind support as well as dedicated staff for your unwavering devotion with your full ability. Finally, the management is looking forward to seeing our company leap towards a firmly-established and sustainable growth. To this end, we will do our best in managing the company based on the Good Corporate Governance, integrity, transparency and ethics.
The Management Robinson Department Store Public Company Limited
Nevertheless, the management has already executed a scheme to consolidate the company’s operation and in order to best achieve its goal, the company has planned to strengthen it image
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Financial Highlights Statement of Income (Unit : Million Baht)
Consoildated
2010 2009 2008
Revenue from Sales
14,794 12,842 12,417
Total Revenue
16,693 14,206 13,723
Cost of Sales
11,275 9,841 9,529
Selling and Administrative Expenses
3,290 3,016 2,926
Net Profit (Loss)
1,707 1,013 1,020
Balance Sheet (Unit : Million Baht)
Consoildated
2010 2009 2008
Cash and Cash Equivalent
3,513
Current Assets
2,118
1,547
5,264
4,029
3,708
12,251
10,608
9,666
Current Liabilities
4,046
3,752
3,352
Total Liabilities
4,098
3,811
3,418
Issued and paid-up share capital
3,943
3,943
3,943
Retained Earnings (deficit)
3,662
2,476
1,955
Total Assets
Minority interests Total Shareholders’ Equity
190
135
150
8,154
6,797
6,249
Key Financial Ratios
Consoildated
2010 2009 2008
Liquidity Ratio
(time)
1.30
1.07
1.11
Average Collection Period
(days)
11.64
12.24
11.29
Average Selling Period
(days)
28.32
29.46
27.63
Average Payment Period
(days)
91.38
96.33
94.01
Gross Profit Margin
(%)
23.79
23.37
23.25
Net Profit Margin
(%)
11.54
7.89
8.21
Return on Equity
(%)
23.34
15.88
17.53
Return on Assets
(%)
18.63
13.30
13.56
Debt to Equity Ratio
(time)
0.50
0.56
0.55
Book Value Per Share
(Baht)
7.34
6.12
5.63
Basic Earning Per Share
(Baht)
1.55
0.92
0.92
(%)
40.12
45.75
43.33
Dividend Payout Ratio
* The meeting of the Company’s Board of Directors No. 1/2011 passed the resolution of dividend payment to shareholders at the rate of Baht 0.62 per share. The resolution will be proposed to the 2011 Annual General Meeting of Shareholders on 21 April 2011 to consider the approval of dividend payment. Annual Report 2010
Robinson Department Store Public Company Limited
FINANCIAL STATUS AND OPERATING RESULTS IN 2010 Sales Mix by Category in 2010
Revenue Breakdown in 2010
31.01%
Cosmetic & Accessories
Share of profit of Associates
1.52%
26.34% Ladies’ 16.54% Ready to Wear Home, Gifts 15.66% Men’s Wear
Rental and service income 4.48%
and Toys
Other income
10.45%
5.38%
Children’s Wear
Net Sales
Revenue Revenue from sale of goods Compared to the previous year, Thailand’s economic situation in 2010 experienced a positive growth following the economic recovery which had commenced since late 2009. Despite a number of negative factors including the intense political conflict and natural catastrophe that hard hit Thailand’s economy, it nevertheless had an effect upon consumer confidence in a relatively short term and even restricted within certain areas. Meanwhile, the private consumption has continued to experience a steady growth from the year 2009 onwards. In 2010, the company’s sales revenue was recorded at Baht 14,794 million - an increase by Baht 1,952 million or 15.20%, compared to the same period in the previous year. The higher sales revenue was mainly due to sales growth in existing stores in Bangkok and regional areas, coupled with the company’s continuous refurbishment of those stores by means of modernising interior and exterior decoration in maintaining the stylish image and pleasant shopping atmosphere to attract customers’ purchasing demand. Moreover, thanks to the Company’s efficient merchandising management, numerous new brands with high potential, therefore, have been distributed to various branches nationwide. In keeping with that, more brands and new types of product have been consistently added to the stores. Besides, a string of marketing strategies, in conjunction with promotion campaigns and continuous localize marketing events were also held with an aim to suitably respond to the customised demands of each group of targeted consumer.
88.62%
Other
11.38%
which have been opened for services since 2009 - is considered considerably satisfactory. Indeed, the income acquired from the latest branch is another factor that plays a significant role in propelling the growth in the store’s sales volume in the previous year. Other Revenues Rental and service income was recorded at Baht 748 million - an rise of Baht 51 million or 7.28% from the last year as a result of an increase in rental income which is based on a higher percentage of tenants revenues and an increase in rental income from new stores Interest income and other income is amounted to Baht 898 million - an increase of Baht 424 million or a rise by 89.37%, compared to the analogous period of the previous annum. The increase was mainly caused by the debt repayment and interests from the Company’s associates in the first quarter of the year 2010 which, in the past, had been recorded as an allowance for bad debt. Therefore, the Company has achieved a total revenue, derived from sales revenue and others, in 2010 of Baht 16,440 million - an increase of Baht 2,427 million or a rise by 17.32%, compared to the previous year. The income from the share of profits from investments in associates was Baht 253 million, an increase of Baht 61 million or 31.49%, compared to the same period in the last year as a result of consistent improvement in associates’ performance.
In addition, Robinson Department Store made an inauguration of its latest store - Trang branch - in last November. Positioned as a Lifestyle Center - the new format of the Company’s branch expansion plan, the latest outlet has so far enjoyed a very good response from customers in Trang and nearby provinces and, thereby, has generated higher sales revenue than the previously speculated figure. Besides, the sales revenue achieved from Chonburi and Khonkaen branches - the two new branches
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Financial Status and Operating Results in 2010
Net Sales % Sales Growth
15.20% 3.42%
Gross Profit
(Million Baht)
14,794 12,842
10.03%
12,417
11,285
4.38% 10.13%
10,812
% Gross Profit Margin
2010
23.79%
2009
23.37%
2008
23.25%
2007
23.04%
2006
22.47%
(Million Baht)
3,520
2010
3,001
2009
2,888 2,600
1,707 1,013 1,020 864 719
Book Value per Share (Bt)
(Million Baht)
12,251
4,098
2010
3,811
2009
2010
7.34
2009
6.12
10,608
2008
5.63
9,666
3,418
2008
2007
5.13
9,030
3,337
2007
3,465
2006
2006*
4.65
* The reversal of impairment loss on assets
Cost of Sales In 2010, the Company’s cost of sales is recorded at Baht 11,275 million - an increase of Baht 1,433 million or 14.57% in accordance with the sales growth. However, following the cost-of sales growth rate which was lower than the sales growth rate, the company was able to attain the gross profit of Baht 3,520 million - an increase of Baht 519 million, or 17.28% from the previous annum. In addition, the gross profit margin was increased from 23.37% to 23.79% last year as a result of the Company’s successful implementation of merchandising management strategy, the continuous offering of new products to customers, an appropriate merchandise management, together with the better sales promotion management.
Selling and administrative expenses By working strictly and continuously as per the efficient expenses management and controlling plan, the company’s selling and administrative expenses in 2010 was amounted to Baht 3,290 million - an increase of Baht 274 million or 9.07% from the previous year. The figure can be categorised into the higher Selling expenses which was increased by Baht 199 million, the higher Administrative expenses which was increased by Baht 76 million and one-million-baht lower in the Management benefit expenses. The higher expenses were mainly derived from the expenses and asset depreciation of the new stores. However, since the expenses growth rate was lower than the sales growth rate, the ratio of selling and administrative expenses to sales dropped from 23.48% to 22.24% in 2010.
Annual Report 2010
2006
Assets and Liabilities
(Million Baht)
11.54% 7.89% 8.21% 7.66% 6.65%
2007
2,430
Net Profit % Net Profit Margin
2008
8,635 Assets
Liabilities
Net Profit, Interest Expenses and Corporate Income Tax Expenses In 2010, the Company did not have any interests expense from its financial liability. However, the Company has a total of 343-million-baht income tax expense - an increase from the previous annum of Baht 43 million - as a result of continually improved performance. Therefore, the Company’s net profit in 2010 was amounted to Baht 1,707 million - an increase of Baht 694 million or 68.45% compared to the similar period in the last year. A rise in the Company’s net profit is backed by its resounding success in various strategies’ implementation and efficient expenses management. In addition, the Company received the debt repayment and interests from its associates in the first quarter of the year 2010. Should the aforementioned debt repayment be excluded, the Company shall enjoy a 32.13% increase in its net operating profit compared to the last year.
Return on Equity The Company’s return on equity in 2010 was equal to 23.34% – a rise from the previous year by 15.88% as a result of the higher growth rate in the net profit compared to shareholders’ equity in the previous year. In addition, the Company received the debt repayment and interests from its associates in the first quarter of the year 2010.
Robinson Department Store Public Company Limited
Financial Status and Operating Results in 2010
Asset As of 31 December 2010, the Company’s total asset was Baht 12,251 million, an increase of Baht 1,643 million or 15.49% from the previous year following an increase in cash and cash equivalents from the business which was totalled at Baht 1,396 million. The increase was derived from the Company’s improved performance, gain from current investment, coupled with its having received the debt repayment and interests from associates. In addition, following the Company’s investment in the new branches, the land, building equipment and leasehold was increased at a total of Baht 162 million, while the profit acknowledgement of the associates rose to Baht 253 million.
Liabilities and Shareholders’ Equity As of 31 December 2010, the Company had total liabilities in the amount of Baht 4,098 million - a rise from the previous year by Baht 286 million or 7.52% due to higher trade accounts payable as a result of the Company’s higher sales volume. The Company had the shareholders’ equity in the amount of Baht 8,154 million, an increase of Baht 1,357 million from the previous year due to net profit in the amount of Baht 1,707 million for the period and surplus on treasury shares from the resale of treasury shares under the share repurchase prgram for the Company’s financial management.
Liquidity
2553 2552 2551
Net cash provided by (used in) operating activities Net cash provided by (used in) investment activities Net cash provided by (used in) financing activities Net increase in cash and cash equivalents
In 2010, the Company’s net cash provided by operating activities is totaled at Baht 1,823 million, a drop from the previous year by Baht 234 million mainly as a result of a decrease in other current assets, reversal of doubtful debts expenses, along with a decrease in interest income. The Company had a 7-million-baht net cash provided by investment activities – an increase of Baht 975 million as a result of gain from current investment which was totaled at Baht 817 million, coupled with having received the debt repayment and interests from its associates in the first quarter of the year 2010. Net cash used in financing activities was totaled at Baht 434 million – an increase by Baht 84 million mainly as a result of cash used in the resale of treasury shares in the share repurchase program for the Company’s financial management. Therefore, as of 31 December 2010, the Company had the net cashflow which was increased by Baht 1,396 million and cash and cash equivalents in the amount of Baht 3,513 million.
1,823 2,056 1,027 7 (967) (569) (434) (518) (482) 1,396 570 (24)
Liquidity ratio and Quick ratio As of 31 December 2010, the Company had a total of 5,264million-baht current assets and a total of Baht 4,046 million current liabilities. As such, the Company’s liquidity ratio is equal to 1.30 times – a rise from the previous year’s 1.07 times by 0.23 times. The main reason for an increase in liquidity ratio is the rising amount of cash and cash equivalent derived from the debt repayment and interests from its associates. In addition, the Company’s quick ratio as of 31 December 2008, 2009 and 2010 is equal to 0.65 times, 0.79 times and 0.98 times respectively. Thereby, it can well indicate the Company’s continuously higher capability for its short-term debt repayment.
16 / 17
Financial Status and Operating Results in 2010
Capital Structure The Company’s capital structure as of 31 December 2010 comprised of Baht 4,098 million debts and Baht 8,154 million equity. As a result, the company has the lower debt to equity ratio from 0.56 times in the previous year to 0.50 times. Currently, the Company’s debts are mainly trade account payable, while the Company has no financial debts.
Auditor’s Fee Audit fee The Annual General Meeting of Shareholders No. 1/2010 approved the appointment KPMG Phoomchai Audit Co.,Ltd., which is a member of KPMG International - an international standard expertise, as the Company’s auditors for the year 2010, which are 1) Mr. Winid 2) Ms. Bongkot 3) Ms. Nittaya 4) Mr. Sa-nguan 5) Ms. Orwan 6) Mr. Thanit
Silamongkol Amsageam Chetchotiros Pongswan Sirirattanawong Osathalert
CPA No. 3378 and/or CPA No. 3684 and/or CPA No. 4439 and/or CPA No. 5076 and/or CPA No. 3757 and/or CPA No. 5155
Any of these auditors are authorized to audit, perform and sign the Company’s audited report. Audit fee for the financial statements of the Company and its subsidiaries (Unit : Baht)
2010 2009 2008
Audit fee for the audit office*
The Company
3,620,000 3,620,000 4,339,000
Subsidiaries 1,740,000 1,740,000 2,135,000 Total 5,360,000 5,360,000 6,474,000 Audit fee for the auditor
None None None
Non-audit fee
None None None
**The audit office of the auditor, person, or business related to the auditor and the auditor’s office
Annual Report 2010
Robinson Department Store Public Company Limited
Market and Retail Business Competitors
>> Department store operators As the Company’s direct competitor in terms of nearby location or sharing similar target groups, department store operators can be divided into
>> Chain Department Store, including >> Central Group Having a total of 15 branches, this department store operator manages under the brands: - Central Department Store which targets at customers who have high purchasing power and adore luxury. A total of 14 Central Department Store branches can be divided into 10 in Bangkok and 4 in regional areas. - Zen Department Store which targets at teenagers and new generation with high purchasing power. There is only Zen Department Store branch in Bangkok. >> The Mall Group Having a total of 8 branches, this operator manages shopping mall and department store under the brands: - The Mall which targets at customers with intermediate purchasing power. There are a total of 6 The Mall branches - 5 in Bangkok and 1 in regional area. - The Emporium (1 branch) and Siam Paragon (1 branch) which are both located in Bangkok and target at customers who have high purchasing power and adore luxury.
>> Other department store operators
Other department store operators include for example Tang Hua Seng Department Store, Tokyu Department Store, Isetan and local department store operators of each regional area.
>> Other retail business operators
Other retail business operators include discounted stores/super centers, and various types of shopping mall such as Central World, Esplanade, King Power, Platinum Mall, Crystal Park, etc. These operators are the company’s indirect competitors as they target at different groups of customer or different purposes of purchase.
Retail Business
In 2010, Thailand’s economy enjoyed continued recovery and became more consolidated compared to the previous annum. The private consumption, in particularly, experienced a considerable growth. However, despite the intense political unrest in April and May, especially within the Bangkok’s CBD, which later triggered a temporary recession in consumer’s spending, aggravated by diminishing foreign tourists in the first half of the year, the number of private consumption in general managed to increase from the previous year by 5%. Such fortunate outcome is a subsequent result of consumers’ surging income, propelled by the continuously rising export all year round. This, coupled with a marked growth in the country’s agricultural revenue compared to that in 2009, as well as the government’s economic stimulus measures, has contributed to blossoming and burgeoning retail business, particularly in regional areas – the areas that were mainly benefited from the situations. The demand for generating more revenues in substitution for the loss during political turmoil at the beginning of the year consequently triggered an aggressive competition among retail operators as each was compelled to devise new marketing strategies in vying for their market shares. These strategies included, for instance, a strategy to encourage customers’ participation in the store’s activities so as to stimulate their purchasing demands, in keeping with a strategy to showcase a diverse array of leading-edge products that better cover targeted groups of customer. Indeed, each business operator was trying their best to fulfill every consumer’s specification. Besides, various types of new services were also initiated so as to maintain the existing customer base, while attaining the new ones. Plus, through the use of member card which is aimed to create brand loyalty, the store is able to increase customer’s purchase frequency as well as quantity and because of this, it has inevitably paved way for more aggressive retail competition. With a key objective to attract more customers’ spending, grand-scale retail business operators ranging from convenience stores, supermarkets to department stores are continuously planning to make further investments in refurbishing, developing and modernizing their existing shopping outlets. Besides, more investment is also aimed for branch expansion to cover strategic areas which, thereby, will enable operators to strategically penetrate into their target groups of customer, particularly around the outskirts of Bangkok and provincial areas where competition is still not so severe.
18 / 19
Market and Retail Business
However, due to shifting consumers’ behavior pattern, the up-and-coming retail business in 2010, particularly in Bangkok, is the specialized retail business. Being almost always in a rush, while having a limited amount of time to shop and enjoy services, consumers in this category include working professionals and medium-size/small-size young families who currently have a high spending power at numerous communities. Being aware of this rising business channel, an increasing number of retail operators have now geared towards the construction of community malls so as to offer more stylish and original shopping experience for customers and, thereby, better reach this target group. Additionally, following from last year’s thriving economy in provincial areas, provincial consumers’ spending behavior is more likely to evolve accordingly; their lifestyles have become more urbanized and their demand for fashion products surges. Besides, being more mindful of the product’s quality and standard, provincial consumers are also looking for an utmost convenience whenever they go for shopping. Having realized this, more and more entrepreneurs have placed a great significance on their outskirts and provincial branches and, to this end, the strong emphasis is made on branch’s location and convenient transportation. What’s more, retail operators also take into account an availability of a comprehensive range of products, in parallel with an implementation of proactive marketing strategies as, in doing so, it is believed to better cater to regional consumers’ demand which demonstrates a significant growth during the past several years.
Annual Report 2010
Robinson Department Store Public Company Limited
History and Major Development 1979
1998
Robinson Department Store opened its first branch at Victory Monument.
The Company announced a debt moratorium as a result of the sharp depreciation of Baht following the sudden floatation of the currency on 2 July 1997.
1992 Robinson became the first department store company listed on the Stock Exchange of Thailand on 3 January 1992.
1995 The Central Retail Corporation group joined Robinson as a major shareholder and was jointly established CR Thailand Co., Ltd. in order to develop provincial department stores under the “Robinson” brand. Later, the Company proceeded to open new stores up to 20 stores.
1996 Robinson integrated its supermarket business with Central Group and formed a joint venture with Royal Ahold Co., Ltd. a Netherlands based supermarket operator. The resulting company, CRC Ahold Co., Ltd. began operating supermarkets under the “TOPS SUPERMARKET” brand. In December 1996 and May 1998, the Company sold its shares to Royal Ahold Co., Ltd.
1997 The Company was approved for the asset transfer transaction to Power Buy Co., Ltd. and CRC Sport Co., Ltd. respectively. Also, the Company granted right to those companies to utilize space in each branch in order to operate electrical appliance stores and sport accessories stores. The Company received income from those companies as income sharing on percentage of sales or fixed charge per square meter. In April 1998, the Company purchased 40% shareholdings in both companies.
2000 On 2 May 2000, the Central Bankruptcy Court ordered rehabilitation of the Company as well as appointed Robinson Planner Co., Ltd. as a Planner and as a Plan Administrator on 20 December 2000. The Company also decided to close its Don Muang branch due to unacceptable of return on investment.
2001 The Company closed its Victory Monument branch since lease agreement had terminated as well as this branch attributed an unacceptable of return on investment. This left the Company with a total of 18 stores. Of these 9 stores were in Bangkok and 9 in provincial locations. The Company also issued Notes to the unsecured financial creditors with a total value of Baht 4,766.7 million for principal and interest.
2002 The Company successfully implemented major steps set forth in its Rehabilitation Plan i.e. increasing its capital from Baht 1,480.8 million to Baht 14,808.8 million, proceeding the debt-toequity conversion, proceeding 25% capital reduction capital, and forgiveness of remaining debt. This achievement prompted the Stock Exchange of Thailand to consider approving resumption of trade in the Company’s ordinary shares in Commerce sector, effective 26 November 2002.
20 / 21
History and Major Development
2003
2006
In March, the Company waived the right to purchase new issuance shares from capital increase of CRC Sports Co., Ltd. as its proportion. As a result, the Company’s shareholding inCRC Sports was reduced to 29.19%. In May, the Company re-launched its campaign to promote a new image using the concept of “Robinson...Your Life Vitalizer”. In December, the Company gained Court approval for an amendment of its Rehabilitation Plan to facilitate the repurchase of Notes under the VDRP.
The Bankruptcy Court considered the petition and ordered the termination of the Company’s rehabilitation plan. On April 2006, the Annual Ordinary General Meeting of shareholder was firstly held after the Company resumed the ordinary business operation. The Meeting unanimously approved the appointment 10 directors as the Company’s Board of Directors, comprising of 3 independent directors. In November, the new store Robinson Ayutthaya was official opened as the 20th store of Robinson, the investment cost was approximately Baht 347 million.
2004 In January, Robinson SPV Co., Ltd. (SPV) signed a loan agreement with two financial institutions to secure funding for repurchase of Notes under the VDRP. The long-term loan was for up to Baht 2,700 million. At year-end 2004, the Company repurchased 15,899,277 units of Notes under the VDRP program, equal to 77.04% of total outstanding Notes. In addition, on 22 March, the Creditors’ Meeting ordered by the Court, passed a resolution to elect three new directors representing unsecured financial creditors to replace resigning directors. On 8 December 2004, the Company acquired the remaining balance of shares from its local partner in CR Ratchaburi (Thailand) Co., Ltd, thereby increasing its shareholding from 49.99% to 99.99%. The acquisition stemmed from the need to improve management flexibility.
2007 The Company made the first dividend payment after the order the termination of rehabilitation plan from The Bankruptcy Court, at the rate of Baht 0.32 per share. Pursuant to the resolution of the Extraordinary Shareholders’ Meeting 1/2007 which held on June 19, 2007 that the Company decreased its capital through reducing par value from Baht 10 to Baht 3.55, an share premium and partial of retained earnings were transferred to set aside share discount according to the Federation of Accounting Professions (FAP) Announcement. On September 13, 2007, Department of Business Development of Ministry of Commerce completed amended the Company registered capital and Memorandum of Association. In September, the new branch Robinson Ocean Jungceylon was opened as the 21st store of Robinson, the investment cost was approximately Baht 132 million.
2005 The Company continued to run its “Robinson...Your Life Revitalizer” campaign in its retail businesses with the aim of generating continuous sales growth. The Company also launched a new store, at Rattanathibet, while continuously renovating and modernizing its existing stores across the country to create a more colorful and lively ambiance. In addition, product selections with variety of assortment were readjusted to tie in with Robinson’s target customer groups and reflect its new image. On 19 December 2005, the Company has proceeded the early redemption on remaining notes which resulted in the completion of the Company’s rehabilitation plan.
Annual Report 2010
Robinson Department Store Public Company Limited
History and Major Development
2008
2010
The Company closed Silom Branch in June 2008, as a result from Silom Asset Co., Ltd.,’s Baht 230 million purchase of rental rights and assets from the Company. Afterwards, following the Shareholders Meeting 1/2551 in October 2008, the meeting approved to make a related transaction in case of Srinakharin land, between Robinson Srinakharin Co., Ltd., and Central Pattana PCL, totaling of Baht 387 million of rental fee which will pay 4 installment payments. Moreover, the meeting also approved to make an adjustment in the Company’s rule with regards to share repurchasing policy, and approved to commence its share repurchase program for financial management under the maximum Baht 536 million credit and not allowed to exceed 10% of the Company’s already distributed shares; the program has commenced on November 24, 2008 and will run until May 22, 2008.
Robinson Department Store launched a new branch in Trang Province as its 24th branches. With a total of over 650-million Baht budget invested, it is considered as “Robinson Lifestyle Center”, the new business model of Robinson. Moreover, on 12 March 2010, the Company received the repayment from the loan agreement from an associated company, which had borrowed long time ago, in an amount of Baht 448 million and the Company recorded an allowance for doubtful account for the full amount of principal and interest receivable since 1998. Regarding the Board of Directors’ resolution to resell the repurchased share in 2009, the Company began the resale on 18 August 2010. As of 31 December 2010, there are 3,674,800 repurchased shares which have not been disposed of yet.
2009 Robinson Department Store launched two new branches in Chonburi Province and Khonkaen Province as its 22nd and 23rd branches respectively. With a total of over 1,200-millionbaht budget invested, these two grand-scale branches boast a total area of approximately 32,000 square metres. In addition, the company has also carried on its share repurchase program for financial management which was fully completed on 22 May 2009. As a result, the company was able to repurchase a total of 6,765,000 shares, making 0.61% of issued and paid-up share capital. The company’s board of committees thereby approved to sell these repurchased shares by means of selling them in the Stock Exchange of Thailand (SET). The selling period of repurchased shares lasts from 23 November 2009 to 22 May 2012.
22 / 23
Major Changes and Development of the Company in the Year 2010
Major Changes and Development of the Company in the Year 2010 March
October
The Company received the interest partial principal of loan from an associated company in an amount of Baht 448 million and the Company recorded an allowance for doubtful account for the full amount of principal and interest receivable since 1998. The outstanding payment is 270 million Baht and will be due within 2016.
The Company was conferred the award on the National Police Day of the year 2010 as the organization playing a role in helping a society and supporting the Royal Thai Police’s activities.
April
On 11 November 2010, Robinson Department Store, Trang branch was officially inaugurated. With over 650-million-Baht budget invested, it is considered as “Robinson Lifestyle Center Trang”, the new business model of Robinson. With this theme, it is the most modern and complete center of every lifestyle in the Southwestern region. The store is comprised of department store zone and plaza zone having many kinds of rental store and entertainment complex.
Mr. Kanchit Bunajinda was appointed as a new director in the Annual General Meeting of Shareholder 1/2010. As a result, the Company has 12 directors in total.
July The Company was awarded with “The National Award for Excellence in Safety, Occupational Health, and Workplace Environment 2010” from the National Safety Week held by the Ministry of Labour. Indeed, it is a great pride for the Company to be presented with such prestigious award for the 6th year running as an excellent organization that has achieved the high safety standard.
November
The Company’s Corporate Governance Practices for the year 2010 was rated “Excellent” which is the first year the Company was assessed in the highest range of the Corporate Governance Report organized by the Thai Institute of Directors Association (IOD).
December
August The Company arranged the “Robinson Fashion Week Fall 2010” for the first time with an objective to create lifestyle marketing trend in order to attract the new targeted customer group. The Company in collaboration with Arrow had organized the “ARROW - Robinson Bring Elephant Back Home” campaign and thereafter donated the money to the Elephant Reintroduction Foundation and released elephants to the wild as a tribute to Her Majesty Queen Sirikit.
The Company’s management team together with voluntary employees from Robinson Department Store renovated schools in the “Robinson Realizes 83 Dreams for 83 Schools” campaign, one of the Company’s corporate social responsibility (CSR) projects specified as one of the Company’s core policy in operating business.
The Company began the resale of repurchased share after the Board of Directors passed a resolution to approve the resale of such repurchased share in November 2009. The resale can be conducted until 22 May 2012
Annual Report 2010
Robinson Department Store Public Company Limited
Structure of the Company and its subsidiaries Robinson
Department Store Pcl. Robinson Anusawaree 1) 99.91%
Kruerkaew Co., Ltd. 99.99%
Power Buy Co., Ltd. 40.00%
RST Sky Bridge Co., Ltd. 33.33%
27.03% Robinson Nakarin 99.86%
Kruerpetch Co., Ltd. 2) 99.99%
CRC Sport Co., Ltd. 29.19%
RD Pattana Co., Ltd. 99.98%
Siam Retail Development Co., Ltd. 24.00% Square Ritz Plaza Co., Ltd. 24.00%
Robinson Ratchada Co., Ltd. 99.80% Robinson Sukhumvit 99.99% R-Trading (L) BHD 99.92% Robinson S.P.V. Co., Ltd. 99.99% CR (Thailand) Co., Ltd. 99.99% 49.99% CR Rajchaburi (Thailand) Co., Ltd. 50.00%
CR Chiang Mai (Thailand) Co., Ltd. 89.99%
CR Chantaburi (Thailand) Co., Ltd. 64.99%
CR Udornthani (Thailand) Co., Ltd. 76.00%
CR Nakorn Sri Thammarat (Thailand) Co., Ltd. 49.99%
CR Had Yai (Thailand) Co., Ltd. 76.00%
CR Phuket (Thailand) Co., Ltd. 49.99%
CR Ubon Ratchathani (Thailand) Co., Ltd. 74.99% Remark
1)
on 26 February, 2010 and under liquidation process.
Robinson Anusaware Co., Ltd. and
2)
Kruerprtch Co.,Ltd were proceeded to register dissolution
24 / 25
Structure of the Company and its subsidiaries
The Company and its subsidiaries Name
Paid-up Capital (Baht)
Robinson Department Store Pcl.
3,942,847,022
Nature of Business Retail, including department stores in Bangkok
and upcountry areas, under “Robinson” brand.
Bangkok branches include: Ratchadaphisek,
Sukhumvit, Bangrak, Bang Khae, Srinakarin,
Fashion Island, Rangsit, Ladya, Rattanathibet, Sriracha, 3,201,000,000
CR (Thailand) Co., Ltd.
645,600,000
CR Ratchaburi (Thailand) Co., Ltd.
Ayutthaya, Chonburi, KhonKaen and Trang Holding company to jointly invest in department store business under the “Robinson” brand in eight provinces Operating a department store in Ratchaburi
CR Chiang Mai (Thailand) Co., Ltd.
220,000,000
Operating a department store in Chiang Mai
CR Hadyai (Thailand) Co., Ltd.
202,000,000
Operating a department store in Hadyai
CR Udonthani (Thailand) Co., Ltd.
225,000,000
Operating a department store in Udonthani
Operating a department store in Ubon Rachathani CR Ubon Ratchathani (Thailand) Co., Ltd. 71,000,000 CR Chantaburi (Thailand) Co., Ltd.
130,000,000
Operating a department store in Chantaburi
CR Nakorn Sri Thammarat (Thailand) Co., Ltd.
280,000,000
Operating a department store in
Nakorn Sri Thammarat
CR Phuket (Thailand) Co., Ltd.
Operating a department store in Phuket
177,000,000
Robinson Anusawaree Co., Ltd. 1)
8,000,000
Dormant company with a proceeding of business
liquidation Robinson Nakarin Co., Ltd.
105,000,000
Dormant company
Robinson Sukhumvit Co., Ltd.
100,000,000
Dormant company
Robinson Ratchada Co., Ltd.
75,000,000
Dormant company
Kruerkaew Co., Ltd.
40,000,000
Dormant company
Kruerkaew Co., Ltd.
15,000,000
Dormant company with a proceeding of business
2)
liquidation R-Trading (L) BHD
50,000
Robinson S.P.V. Co., Ltd.
1,000,000
Invest in businesses Repurchase Notes under VDRP
Power Buy Co., Ltd.
560,000,000
Operate specialty stores: Electrical Appliances
CRC Sport Co., Ltd.
370,000,000
Operate specialty stores: Sports Accessories
Siam Retail Development Co., Ltd.
500,000,000
Owner and management of Fashion Island
Square Ritz Plaza Co., Ltd.
125,000,000
shopping complex (Ramindra)
RD Pattana Co., Ltd.
3,000,000
R.S.T. Sky bridge Co., Ltd.
49,395,000
Remark
1)
Robinson Anusaware Co., Ltd. and
on 26 February, 2010 and under liquidation process.
Annual Report 2010
2)
Land development Build and manage the sky train connection to department store
Kruerprtch Co.,Ltd were proceeded to register dissolution
Robinson Department Store Public Company Limited
Structure of the Company and its subsidiaries
Income Structure Type of Income/Company
2010 2009 2008 Million Baht
%
Million Baht
%
Million Baht
%
Net sales
- Robinson Department Store Pcl.
8,722
52.25
7,324 51.56
7,287 53.10
- Subsidiaries*
6,072 36.38
5,518 38.84
5,130 37.39
12,842 90.40
12,417 90.48
Total net sales
14,794
88.62
Rental and service Income
748
4.48
697 4.91
693 5.05
Share of profits from associates
253
1.52
192 1.35
171 1.25
Other income
898
5.38
474 3.34
442 3.22
Total income
16,693 100.00
14,206 100.00
13,723 100.00
*Subsidiaries including CR Ratchaburi (Thailand) Co., Ltd. (Hold shares of 99.99%), CR Chiang Mai (Thailand) Co., Ltd. (Hold shares of 89.99%), CR Hadyai (Thailand) Co., Ltd. (Hold shares of 76.00%), CR Udonthani (Thailand) Co., Ltd. (Hold shares of 76.00%), CR Ubon Ratchathani (Thailand) Co., Ltd. (Hold shares of 74.99%), CR Chantaburi (Thailand) Co., Ltd. (Hold shares of 64.99%), CR Nakorn Sri Thammarat (Thailand) Co., Ltd. (Hold shares of 49.99%), CR Phuket (Thailand) Co., Ltd. (Hold shares of 49.99%)
Income Structure from Sales Categories of Products
Income (%)
2010 2009 2008
SOFTLINE
85.17 85.46 85.89
HARDLINE 14.41 14.11 13.75 OTHERS 0.42 0.43 0.35
Business Goal As a leading retail operator, we strive to be the most preferred department store with widest market coverage in Thailand, offering merchandises to best fit our customer lifestyle with innovative store format and services.
26 / 27
Nature of Business Product type Currently, the Company operates the department Store business
2. Hard Line Products Focusing on quality, function, model,
and has on offer two main lines of products as follows:
and well as variety and modern style of product, this type of
1. Soft Line Product Focusing on fashion and trend, this type of product includes reputable brand names and has a tendency to change rapidly. Besides, customers’ purchasing
products are often chosen by customers with the main priority for modern style and its function. Hard line products include:
>> Home Decoration & Household Apparatus
decision mainly depends on the current popularity of that time.
This type of product comprises of, for example, towels,
Robinson Department Store, thereby, has on offer leading local
beddings, kitchenware, home decoration items, household
and international brand name items which are of great popularity
apparatus – all of which are guaranteed to have on offer
and premium quality. Softline products can be categorized into:
in numerous designs, plus with the best quality and highest
>> Ladies’ Wear Comprising of ladies’ wear, along with women’s lingerie,
utility.
the diverse array of items available under this product type
in every age bracket, the highest standard and safety are
not only keep up with the latest trends, but are also made available for teenagers to working women.
>> Men’s Wear
primary concern for this type of product.
Comprising of fashionable men’s wear, this product type includes clothes, shoes, bags, belts and men’s underwear.
>> Gifts and Toys Comprising of gifts, knick-knacks as well as toys for children
>> Jeans
>> Other types of product Aside from the aforementioned types, Robinson Department Store has on offer other types of products namely automobile tools and equipments, just to name a few.
Comprising of jeans casual wear ranging from top, trousers
In addition, the Company has also developed its own product
to various types of skirt, a comprehensive range of items
design, which is different from general products available
available are all from leading brands.
on the market. Besides, the Company has selected new
>> Cosmetics and Accessories
products with interesting feature and designs from both
Comprising of cosmetics, skincare products, jewelries and
local and international markets in order to increase product
accessories, as well as ladies’ shoes and bags. The store
variety and differentiate itself from competitors. Available
has on offer leading and well-known brands from both local
only at Robinson (Only@Robinson), the management for
and overseas.
this type of products can be divided into main categories
>> Children’s Wear
as follows:
Comprising of children’s wear, shoes and utensils which cover all ages from newborn to grown-up kids. Sizes have also been expanded in order to suitably respond to children growth in every age bracket. Products of leading brands and highest quality are made available.
Annual Report 2010
Robinson Department Store Public Company Limited
Nature of Business
1.
Private Brand : These comprise products whose brands are developed by the Company itself in order to be presented throughout all stores. The Company considers and selects only the products demanded by customers and provides them
Private Brand
at reasonable price with emphasis on good quality and modern style, the products can be divided into the following categories.
Kitchen and bedding >> Cuizimate >> Home Genius >> Ella >> Marushi >> Robinson*Home
Men’s wear >> Pacific Union >> Snap >> True Blue >> Otoko >> Beyond Basic >> Jeans Studio >> AJ
2.
Children product Ladies’ shoes and bag >> FOF >> Baragus
>> Teeny Tiny >> Pumpkin Pie >> Beyond Basic >> Bon Bon Choo
Fashion and ladies’ wear
Ladies’ accessories
>> FOF >> Ohayo >> Chee >> Vivienne >> Tasha >> Pacific Life
>> FOF >> Mebui
Exclusive Brand : these products are well-known international brands which are imported and exclusively available at Robinson.
Exclusive Brand Fashion and ladies’ wear >> Allure >> Centro Moda >> I.E >> Ermis >> Yin & Yang >> Esensual >> Viva Candy
Cosmetics
Ladies’ leather goods >> Perllini >> Voir
>> David Jones >> Clio
Additionally, the Company provides the local popular brands which are produced special collection exclusively available at Robinson. These are part of the Company’s differentiation strategy. The fashion products are then positioned in stores where customer demand for such distinct products from others and purchasing power is most conducive.
3.
One Price ‘Just Buy’ : A variety of products which are sold at Baht 35 and Baht 55 consisting of products for teenagers and young professionals. Consumer products such as accessories, cosmetics, stationary, gifts, and home products are also included.
28 / 29
Nature of Business
Procurement of products and services
Competitive Strategy In 2010, Robinson Department Store has enjoyed an
In accordance with merchandising management policy, the Company has emphasized worthwhile product quality, when it placed in store, together with fashion, the current popularity, and diverse range of assortment, type, and model. These are also in meeting customer needs. As a result, the Company has purchased from over 2,000 suppliers both domestically and internationally in which firmly relationship for long. Of local purchases, the Company has emphasized on brand-name, modern style, and varied of variety and assortment subject to the need of each target customers. Of international purchases, the Company contacted international suppliers by sending its staff to survey products and negotiate directly with international manufacturers and suppliers. However, the company does not enter into exclusive purchase agreements with any specific suppliers. Imported products are mainly from Singapore, China, Korea, Hong Kong, India, Japan and Australia. The main purpose of overseas purchases is to offer new varieties of products that are different from its competitors. The Company’s procurement of products is operated from the head office. The merchandising line is responsible for controlling in purchasing, price negotiation, payment condition, and inventory management of each store to be at a appropriated level as set by the Company. A computerized system has been utilized to control and follow up the sales and inventory for accurate and efficient management. Of supply chain management, the Company collaborated with Supply Chain Management unit of Central Retail Corporation Co., Ltd., a specialist unit with high capability to develop effective supply chain system, together with the suppliers to manage the Company’s supply chain. In doing this, the system shall reduce suppliers overhead cost and be more response relevant to customer needs. In terms of payment conditions, the company has employed two systems in 2010 - a consignment basis which was amounted to approximately 75%-80% of cost of goods sold and credit base of 20%-25% respectively.
overwhelming success in its strategy implementation in various areas. This includes an introduction of new products, services, marketing campaigns, along with more stylish atmosphere in the shopping outlets in meeting with continuously shifting customers’ demands. By reflecting the Company’s readiness to expand more branches to other strategic locations with high potentials, all of the aforementioned strategies have been operated as follow: >> Branch Expansion In 2010, Robinson Department Store has launched one more outlet – Trang branch – and the official inauguration was made in November. Being stylishly constructed to extol a virtue of an ultimate lifestyle center, the brand-new shopping outlet brings together chic and modern elements all under one roof, including the exterior and interior decoration. Meanwhile, the plaza zone also gathers a full spectrum of leading shops and myriad forms of entertainment. The branch, thereby, has been warmly and exceedingly welcomed by customers in Trang and other nearby provinces and, therefore, is able to achieve higher sales volume than the previously speculated figure. Furthermore, the Company’s branch expansion plan has followed its targeted scheme and the Company is poised to launch the minimum of three new branches every year in order to cover strategic areas with high market potentials. Currently, there are a total of 23 already operating branches which can be divided into 9 branches in Bangkok and 14 branches in regional areas. As such, Robinson Department Store takes pride in being Thailand’s only department store that boasts the highest number of branches covering strategic locations across the country. >> Renovation of Already Operating Branches In order to offer the pleasant and exciting shopping atmosphere for esteemed customers, Robinson Department Store has continuously renovates its already operating branches so as to underline its image as a stylishly upscale shopping mall. Besides, the product display format has also been readjusted to make it more eye-catching and hence better attract customers’ attention. In doing so, it is also regarded as a means to maximize space efficiency by managing and allocating both areas for sale and for rent to generate the highest revenues possible for the company.
Annual Report 2010
Robinson Department Store Public Company Limited
Nature of Business
The year 2010 saw Robinson Department Store’s refurbishment
department store. Taking “The Bedding Store” as the name of
of four branches in Had Yai, Ratchaburi, Chantaburi and
its brand, this product line is targeted at young families who are
Rattathibet. Aiming to better attract customers’ attention, while
health enthusiasts. In addition, by adding the top-notch bed
maintaining the store’s image as a fashionable lifestyle shopping
maintenance services for customers, The Bedding Store is
destination, the shopping areas have undergone a revamp to
unquestionably an ideal hub for premium bedding products and
offer more convenience and stylish appearance. This ranges
services and is truly convenient for customers who can come
from an adjustment of product display, a change of furniture
to browse for products and enjoy leading-edge services – all
and a counter facelift at various departments, a redecoration
under one roof.
both inside and outside the shopping complexes, together with a readjustment of the lighting system in the department stores.
In addition to that, the company has continuously placed
Indeed, all the aforementioned efforts have been made in
a strong significance on and developed its Only@Robinson
corresponding with the discerning taste and lifestyle of customers
product line which is made available exclusively at the Robinson
who come to shop at Robinson Department Store.
Department Store. Thanks to a broad selection of fashionable items having on offer, this product line has not only succeeded
>> Merchandising Management
in distinguishing itself from its competitors, but can also fulfill
In terms of merchandising management, the Company has
every customized demand. What’s more, the Only@Robinson
always placed the great significance on its policy in having on
product line is strengthened at various departments. Cuizimate,
offer premium-quality products with stylish design in meeting
for instance, is the leading-edge kitchen assortments brand to
with customers’ ever shifting demands. To achieve this objective,
which more product varieties have been added and hence the
Robinson Department Store is committed to continuously
brand has become increasingly popular and highly preferable
developing and modifying its merchandising management
among customers. Nevertheless, the Company is still committed
strategy, in parallel with ensuring to distribute only first-rated
to introducing new brands for shoppers so as to fulfill the market
fashionable items that match people’s current lifestyles. Being
demand while expanding new customer base. For example,
made available at reasonable prices, these products are indeed
Viva Candy – ladies wear brand for teenagers and working
aimed to be the best value-for-money choices for every
women who have a passion for stylish fashion – is incorporated
customer.
under the Only@Robinson product line, together with Clio – a reputable cosmetic brand from Korea – which is targeted at
Apart from the merchandising management strategy as per its core working philosophy, Robinson Department Store also focuses on continuously introducing new products for customers. Last year, the Company has added a number of products from local and international popular brands to various departments. Besides, many kinds of marketing activities to introduce new products to customers – it not only increase more options for customers, but is also considered an efficient method in expanding customer base to new target groups. Furthermore, in order to add an exciting twist to the shopping malls, items from well-known brands’ latest collection are introduced all year round so as to continuously stimulate customers’ purchasing demands. Besides, the Company has always ensured to select and push forward potential brands which have a strong tendency to generate high sales volume and are popular among customers. Products from those potential brands, therefore, are distributed to every branch nationwide so as to boost sale volumes in those shopping outlets. Moreover, the Company also incorporates the merchandising management strategy by penetrating into products with high growth potential. As such, all bedding items are brought together and made available at exclusive areas within the
teenagers. >> Marketing Strategy In 2010, the Company placed a strong emphasis on the Localized Marketing strategy in order to stimulate customers’ purchasing demands in every location. To achieve this objective, the Company conducted an analysis on purchasing and lifestyle pattern of its targeted customers in each location and, thereby, organized a string of strategic promotion campaigns in responding to those demands. Furthermore, the Company has hosted numerous event marketing campaigns to serve as a tool to attract shoppers’ attention while simultaneously stimulating their purchasing demands. Last year, in partnership with forefront fashion brands, the Company has succeeded in reviving the craze for fashion wares, in keeping with offering the exciting shopping experience for customers with the Fashion Week campaign. Thanks to continuous implementation of such marketing strategies, Robinson Department Store’s activities have become not only well-known, but also eagerly-awaited events for all avid shoppers. I Go Jeans: Jeans Expo, for example, has become the Company’s signature event that has enjoyed an exceptional favorability among customers of all ages, particularly those who have a passion for jeans. By bringing
30 / 31
Nature of Business
together a comprehensive range of top jean brands for
minded competency among staffs, while the service quality of
fashionistas, the event also showcases products from the latest
participating staff is continuously appraised and the result is
collection so as to keep customers updated with the latest
taken for further use in improving staff service. Currently, the
trends. Besides, the Company has extended its event marketing
Robinson Fantasia program has enjoyed more and more
campaigns to various branches so as to inspire an original
satisfactory result every year. Besides, thanks to the Company’s
shopping experience, in keeping with continuously stimulating
selection programs and prize-presenting session for staff with
customers’ purchasing demands throughout the entire year.
high service-mined competency, it not only serves to encourage
These fanciful event marketing campaigns are namely
service staff to work to their full potential, but also effectively
the Ultimate Watch Fair, Beauty World, the Shopping Paradise
stimulate their demand for further self-development in the area.
and many more. In addition to basic services, Robinson Department Store has Robinson Department Store is indeed strived to create effective
also on offer the Value-added Service. Exclusively available at
brand awareness among its customers as a desirable shopping
Robinson Department Store, the service is aimed at adding
mall for trendy fashion and lifestyle through the use of PR and
value to both the product and shopping experience for
aforementioned event marketing campaigns. Last year, more
individual customers and, so far, the service has been warmly
strategic PR campaigns have been executed on a number of
received by all customers. The Free Make Up service, for
potential media channels, as well as on online media such as
example, provides tips on the latest make-up trend and free
the Company’s website and popular online social networks.
make-up service for all occasions, while the Bra Advisor service
In addition to that, there is also a re-modification of product
enables customers to appropriately use the product through a
advertisements so as to better keep up with the fashionable
proper bra measurement. What’s more, the Stylish Consultant
trend, while consolidating the Robinson Department Store’s
service has on offer good tips on men’s wear to boost
brand.
customers’ great personality.
Apart from the above marketing strategies, Robinson Department
Moreover, in order to facilitate shoppers to the utmost, the
Store also adopts The 1 Card – the membership card through
One Stop Service is also embraced. With only one shopping
which customers can use it to accumulate points – as an
card, customers can simply shop in the department store
efficient tool to build good relations with customers and, in turns,
without having to carry many shopping bags. With this card,
make them feel a part of the department store. Thanks to this
furthermore, they can make a payment at one point, while an
card, customers are also entitled to a wide range of pampering
exclusive service to make sure customers receive all benefits
privileges and services such as being kept updated with the
in accordance with promotion campaigns organized at certain
latest products, promotion campaigns and many more. And
periods of time is available. Last but not least, the maximum
with this The 1 Card customer database, the Company is able
conveniences and exclusivity have also been upgraded for VIP
to make a thorough analysis on customers’ purchasing
customers ranging from the VIP Lounge, VIP Parking to VIP
behavior and their preferences and, thereby, can use it to
Delivery services, just to name but few.
develop their products and services to better cater to specifications of each target group and individual. In addition,
>> Sustainable Corporate Social Responsibility
the Company has continuously expanded its customer base
Since one of the Company’s policies is its strong commitment
via The 1 Card so as to build solid customer retention and, so
to social responsibility, Robinson Department Store has
far, there are a total of 1.2 million The 1 Card members.
thereby placed a paramount significance on a string of activities that encourage education, society and environment. In addition,
>> Service Excellence
with the main policy in raising awareness in aforementioned
Determined to implement service differentiation strategy so as
areas, every staff and customers are also provided with a great
to create customers’ good impression and the highest
opportunity to participate in those worthwhile campaigns.
satisfaction, Robinson Department Store has continually and rigorously developed its front staff’s potentials. As a result, a
The year 2010 saw Robinson Department Store’s continued
string of training sessions have been scheduled for staff’s skills
endeavor in carrying on its sponsorship for various education
enhancement, in keeping with expertise building programs for
projects. “Robinson Realizes 83 Dreams for 83 Schools”
various service staff. Furthermore, the Company focuses on
campaign, for instance, extended financial aid for essential
cultivating a service mind among its staff through Robinson
education equipment in various schools nationwide. Indeed,
Fantasia program which is aimed at encouraging service-
such valuable campaign is served as an exemplary role model
Annual Report 2010
Robinson Department Store Public Company Limited
Nature of Business
for social contribution efforts that provide not only a support, but also an access to education for unprivileged children in remote areas. In so doing, it is believed that they can further develop their quality of life and thereby lead a more promising future. Currently, the Company has organized this worthwhile campaign for three consecutive years. In terms of its support for communities and society, Robinson Department Store has extended its sponsorship and assistance for various sectors as deem appropriate. For example, the Company has made a donation for numerous social campaigns ranging from providing financial support for the construction of a building in Police General Hospital, giving assistance to flood victims, purchasing leading-edge medical equipment for the National Cancer Institute, as well as jointly organizing the “Million Gifts Million Smiles” campaign with Central Group, just to name a few. With an environmental concern in mind, the company has organized the “Robinson Live Green” campaign. To this end, all of the Company’s packages, including paper bags, gift wrapping paper and well wishes greeting cards, have been thoroughly re-designed using unbleached recycled paper. In doing so, it is regarded as another concerted effort in campaigning among customers to minimize the use of plastic bag and to use, instead, recycled paper bags and tote bags. Furthermore, posters signifying the Company’s PR campaigns are posted at various locations within the department stores so as to cultivate a “green” mind and a good participation in environmental conservation among the Company’s staff and customers. What’s more, in conjunction with its suppliers, Robinson Department Store also hosted the “Bring Elephants Back Home” campaign with an aim to preserve elephants in the Kingdom of Thailand, in keeping with building a good morale for the Thais. Aside from aforementioned activities, Robinson Department Store has also initiated and continuously carried on a number of projects such as an incorporation of cutting-edge E-Commerce system into its operations so as to minimize the
Target Customers The Company’s major target groups include modern families and young professionals between the ages of 25-45 who have medium to high purchase power, have modern lifestyles, love to spend on popular fashion products and focus on quality of products at reasonable prices. In addition, customers who fall into groups such as teenagers, students, and young professionals are those who demand fashion products with affordable price. Moreover, there are also customers, who are tourists such as Middle East customers, Asia customers, which are Chinese, Taiwanese, Korean and Vietnamese, etc, European tourists and foreigners who work in Thailand. The Company provides products matching to each group of customer at branches that are located in such group’s areas or that are in close proximity with overseas residents including Ratchadapisek, Sukhumvit, Bangrak, Phuket, Chiang Mai, Had Yai Sriracha and Chonburi. Besides, the Company launched the Tourist Card and VAT refund activities to allow convenience for overseas customers. In addition, special discounts and sales promotion activities have been organized especially for tourists. The Company provides special services for loyal customers’, who are members of The 1 Card and Robinson Visa Card, including special privileges such as discounts, points accumulation when buying products and rewards redemption, and also Lifestyle monthly magazine delivered to members. Through this magazine, members are able to obtain news and information on sales promotion activities, new products, and special activities. By the end of 2010, the company was able to attain a total number of 1.2 million The 1 Card members who came to shop at Robinson Department Store, a rise from the previous year by 170,000. Meanwhile, Robinson Visa Card members in 2009 were totaled at 88,923 - an increase from the previous annum by 3,223.
number of paper used in the office. In addition to that, there is an installation of electricity-saving apparatus together with an active campaign for energy saving. Furthermore, the Company has run a campaign which promotes a proper way of discarding mobile phone batteries so as to effectively prevent toxic substances from harming the environment. In keeping with that, Robinson Department Store also extended its support for the National Blood Center, Thai Red Cross Society in terms of facilitating PR campaigns, blood donation and hosting venues for blood donation.
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Risk Factors Seriously and continuously placing great significance on the risk
With regard to competition, the Company focused on capacity
management, in 2010 the Company’s Board of Directors
building on competition by increasingly stressing on the product
improved the risk management to be more efficient by
differentiation, adding new brands for more variety together with
appointing the “Risk Management Committee” having the
the value-added service. The Company also emphasized on
structure in accordance with the good governance. The chairman
the marketing activities in both Bangkok branches and provincial
is an independent director and half of the committee are
branches so as to promote marketing in the area and to be
independent directors having duties to prescribe risk management
memorable. Further, the Company deeply analyzed consumer’s
policy, monitor the risk management guidelines and organize
behavior in spending so as to introduce promotion campaign
the “Risk Management Working Team” in order to manage the
better matching each group as well as continuously publicized
risk in the operating level.
the marketing so as to expand the members. Apart from increasing sales, it also build good image and customer loyalty
In the year 2010, the Risk Management Committee revised
to Robinson Department Store.
5 main risks factors having an effect upon the Company’s business operation as well as prescribed the risk management
Regarding operation systems, the Company had on hand the
and correction as follows:
highly-efficient operational management system which included the Logistic and Supply Chain merchandise management
Strategic
system that helped lessen some purchasing and transportation procedures. Furthermore, the Company had also integrated a
>> Ability to respond to economic fluctuation and competition
top-of-the-range computer system in its inventory management to minimize risks of obsolete stocks, while being able to quickly and appropriately respond to the point of sales operation.
The Company adhered to the careful business management and most highly considered the benefits of any interested persons. The Company also set up a system to follow, assess, and report the economic situation and political situation in order to be able to specify the risk management plan for the possible risks in time as well as to be able to well adapt its business plan for any market situation. These are to achieve its goal in business nd
operation. Last year, the domestic situation in the 2 quarter
Besides, the Company ensured the efficiency of its front office operating system, while the cutting-edge, follow-up system on marketing plans and on customer behavior. By doing so, the Company has been able to respond with the constantly aggressive competitive situation of the department store business.
Operation
had faced the political turmoil. These situation and measures directly affected the consumers’ confidence and spending behavior. Therefore, in the said period, the Company, importantly
>> The Obsolete Stocks
considering the security of customers and employees plus the
The Company operates the department store business with
convenience of customers in shopping at Robinson, closely
emphasis on continually providing fashionable products as well
kept up with the news and temporarily adjusted the opening
as modern products. Hence, when consumers’ trend has
hours of the department stores in accordance with the then
changed, the Company’s products have become obsolete and
notifications or regulations.
cannot be sold. With regard to stock management the
In addition, having branches all over the country, it is considered as the good risk sharing in case of having an event affecting the Company’s business operation in certain areas of the country as well.
Annual Report 2010
Company paid high attention to supply chain management system, while conducting ongoing stock monitoring for up-todate inventory management. In addition, the Company has set an accounting policy that included provision for impairment of
Robinson Department Store Public Company Limited
Risk Factors
inventories in the credit stock category in the credit stock. While
In the case when the Company owned rental contract on
the rest products, the parties have agreed to be responsible for
buildings and depended on the management of its existing
the case of obsolete stocks. Therefore, risk associated with the
owner, the risk resulted from damage and losses of shopping
obsolete products has created no material effect on the
complex buildings and other facilities due to lack of appropriate
Company’s operation.
maintenance may occur. However, the Company has cooperated and followed up the building maintenance service
>> The dependency of purchasing from suppliers
provided by the management of the shopping complex on a regular basis to ensure that the shopping complex buildings
The Company diversified its purchases from more than 2,000
were safe and suitable for the Company’s business operation.
suppliers in order to increase variety and differentiation of products in compliance with the Company’s strategy, which also included reducing dependency on large purchases from a
>> Accidental damages and natural disasters
single, specific supplier. However, the Company still has
Risk associated with accidental damages and natural disasters
products that accounted for a total of 13% of sales in 2010,
such as fire, flood, etc. including risks from casualties may cause
which were obtained from a major supplier whose products and
damage to property and staff of the Company and disruption
brand name is very popular among many customers. The
to the department store operation. However, the Company set
Company also acts as a major partner in distributing products
a strict security policy, closely followed up, reported each
for such suppliers in both Bangkok and provincial. Moreover,
branch’s situation which might have damage and prepared a
there has also been cooperation on the organization of
plan for readiness in risk management in every branches of the
marketing promotional activities on a regular basis, as well as
Company, Furthermore, the Company undertook insurance for
product management and supply chain management in order
damage of properties owned by the Company and properties
to provide sufficient products and decrease the exceeding
under the Company’s supervision as well as insurance policy
amounts of product.
which covered losses to the third party. Additionally, insurance for losses of income caused by business interruption was
>> The dependency of leasehold for land and building
undertaken in case of temporary operation disruption of any of Robinson’s stores.
The Company owns land and buildings for 2 of its branches and has rental contracts, sublease contracts, and leasehold rights on land and buildings from existing owners for the remaining 21 of its department store branches. The said lease contracts are a result of the necessity to select high potential areas for operating department store business. Such land and/ or buildings are not normally sold by their owners. They are instead leased out. In some cases, the cost for acquiring the rights to land and buildings are costly and not worth the investment, especially when compared to leasing. At present
With regard to, risk from pandemic in one period which may impact the department store business, the Company closely followed the circumstance and strictly carried out the measure of the Ministry of Public Health on protection the pandemic such as keeping every area, inside and outside, of the department store, in particular in the important spots where having a lot of customers, and the air-conditioning system in the buildings clean.
the term of leasehold for land and building contracts, the Company will enter into a long term contract which is about 30 years. Furthermore some contracts already set conditions for contract renewal. Since both parties involved were complying with these existing contracts, the Company accordingly expects the successful renewal of such contracts in the future.
34 / 35
Risk Factors
the highly safe and reliable information storage system and the
Finance
back-up system. In addition, the Company utilizes a computerized
>> Financial liquidity With regard to the financial liquidity as of 31 December 2010, the Company had current assets of Baht 5,267 million and current liabilities of Baht 4,046 million, representing a current ratio of 1.30 times. Also, the Company had no financial debt.
system to limit access of information by any particular level of authority together with prescribing the Company’s regulation on “the disclosure of confidential information” as well as stressing to employees the importance of correct and suitable usage of system; hence, the management and information storage system can work most effectively and continuously.
The Company had no financial debt. The Company’s current
In addition, the Company considered the risk management in
liabilities are mostly trade accounts payable, which is a general
other types of information technology such as developing the
feature of retail business in the category of department store.
working system in order to be consistent with the Company’s
Moreover, most of the Company’s trade accounts payable were
business plan, monitoring the operation in order to be in full
trade accounts payable which have the condition that payment
compliance with laws and specifically the computer laws.
will be made only when products are sold, taking 75-80% of the product costs. The Company will pay the costs to the other party when the product is sold and paid by the customer.
Compliance
Hence, the existing amount of current liabilities has not created any effect on the Company’s normal liquidity.
Mainly focusing on the Company’s compliance with relevant laws, rules and regulations, the risk management working team
The Company has a policy regarding cash balance management
prescribed performance policy on each aspect which may be
by managing and investing in various forms such as bank
related to laws or regulations as follows:
deposit, commercial bank promissory note, government bond, and fund focusing on an investment in government bond and state enterprise bond so as to make sure that the Company will receive the principal and any specified return on investment.
>> Intellectual Property The Company’s business operation involves products from a large number of traders. Some of those products may be
Furthermore, regarding financing for preparation for branch
copyrighted, patented or under certain product standards
expanding investment plan including continuous investment in
regulated by state entities. As such, the Company has always
existing branch renovation every year, the Company always does
stressed that products distributed in the store must already have
a cashflow projection in the future and strictly disciplines in
attained an authorization to sell, dispose or distribute. Currently,
investment payment including continuously making good
the Company embraces an authorization inspection process as
relationship and building high confidence to financial institutes.
one of its purchasing procedures and also closely follows up
At present the Company, has been able to invest in the project
the product purchase process with its traders. Not only having
as specified in the objective from the projected cashflow.
designated a division to be responsible for an intellectual
With regard to currency exchange risk, presently, the Company has a few international transactions. As a result, the risk in this matter does not have any material effect on the Company’s operation.
property, but the Company also strongly emphasizes among related departments to place a great emphasis on this area of risk factor. Plus, the Company always randomly check the products so as to ensure that every product from traders strictly adhere to legal requirements.
Information Technology
>> Consumer aspect
>> Safety in information storage, access to information and
With the prime concern to elevate consumers’ quality of life and
working system
to avoid problems that may claim consumers’ lives or deprive them of their properties, the Consumer Protection Law and
Safety in information storage is the one the Company always
Product Liability Law are both aimed to clearly prescribe
gives priority to in particular the important information of the
deservedly rights of consumers, as well as duties and
Company as well as trade secret information of each partner
responsibilities of manufacturers and operators. In compliance
and customer of the Company. At present, the Company has
with the law, the Company has held fast to its strong commitment
Annual Report 2010
Robinson Department Store Public Company Limited
Risk Factors
to operate the business on the principles of fairness and
>> Store expansion
integrity. Besides, the Company is determined to meet customers’ demands by means of providing them quality products at
The City Plan law has produced direct effects on the
reasonably prices, in consistent with offering excellent services
development of large-sized commercial complex buildings
for their utmost satisfaction. Apart from its highly-efficient
which also included the construction and expansion of certain
product purchasing procedure, the Company also keeps in mind
segments of some retail businesses such as large scale retail
the basic service standard for customers. That is, customers
stores which provide various consumer products. This law has
are guarantee to enjoy premium-quality products and well
been used by the government as a means to monitor branch
equipped with useful information or product’s manuals for their
expansion of modern retail stores, as the process of the Retail
maximum benefits and safety. Furthermore, the Company also
Business Act enforcement has not been completed yet.
provides channels for customers to make their complaints or
Although the City Plan law has no direct effect on the expansion
contact for further information with regards to the Company’s
of department stores, this law has created an indirect effect on
products or services.
their expansion, as it is more difficult to develop new shopping complexes and the expansion of retail areas has since slowed
>> Retail business operation
down. The shopping complex is a major location for department
Regarding the (draft) Retail Business Act, its objective is to
a variety of products and services.
store expansion, as it is a commercial point which provides
directly supervise and monitor retail business. The Act has been continually drafted and improved to include content regarding criteria, methods, and conditions for operating particular segments of retail business and the permission of branch expansion. The (draft) Act has been created with the intention of creating balance between large scale retail businesses (which provides basic consumer necessaries and use pricing strategies) and community retail businesses (grocery). Regarding this matter, the Company finds that the department store is a retail business which emphasizes fashion products, product variety, brand name products which are different from consumer products sold in small retail stores. It also provides other related one-stop services. It is a retail business with particular features that are different from community retail businesses (grocery). Therefore, the Company’s operation, management, and plans for expansion are not opposed to the idea and intentions of this (draft) Act. It is unlikely that the Company will be directly affected by the (draft) Act. The announcement of unfair trade practices in commercial business has the objective of setting definitions and qualifications for trade operators who have power over markets, so that trade and business can be conducted independently and fairly. This also allows operators to know which action and qualification may be considered false according to the Trade Competition Act B.E. 2542. However, the Company has always set policies that adhere to and follow the Act regarding fair trade practices in business operation. Throughout the years, the Company has developed a good relationship with its business partners. Both assistance and cooperation have been provided for a long time. Therefore, the announcement of a trade competition committee has had no effect towards the Company.
36 / 37
Shareholders and Dividend Policy Company’s Securities The Company’s capital structure, as of 31 December 2010 was as follows: Common Shares Registered and paid-up capital Total number of shares Par value
3,942,847,022.15 Baht 1,110,661,133 shares 3.55 Baht
Total number of share repurchased Share price as at 30 December 2010
3,674,800 shares 24.80 Baht
Company’s Shareholders Top 10 shareholder list as of 30 December 2010
No.
Shareholder’s Name
No. of Shares
%
1.
CENTRAL RETAIL CORPORATION LTD.
308,162,660 27.75
2.
C.R.G. SERVICE CO., LTD.
289,645,488 26.08
3.
ASIA INVESTMENT INTERNATIONAL LIMITED
120,900,000 10.89
4.
CREDIT SUISSE SINGAPORE BRANCH
51,992,765 4.68
5.
MR. SUDHILAK CHIRATHIVAT
35,822,852 3.23
6.
MS. THAPIDA NORRAPANLOP
32,818,044 2.95
7.
HSBC (SINGAPORE) NOMINEES PTE LTD
28,027,070 2.52
8.
MS. SIRIKATE CHIRAKITI
21,805,200 1.96
9.
BUALUANG LONG-TERM EQUITY FUND
18,862,500 1.70
10.
THAI NVDR CO., LTD
18,324,051 1.65
The Company’s ultimate shareholder, a group of major shareholders, by circumstances, having significant influence over the policy making or operation of the Company, is Central Retail Group (Chirathivat Family), which comprises of Central Retail Corporation Co., Ltd. and C.R.G Service Co., Ltd. and persons in Chirathivat family. They jointly hold the Company’s shares in aggregate of 57% approximately.
Annual Report 2010
Robinson Department Store Public Company Limited
Shareholders and Dividend Policy
Foreign limit in shareholding
Board of Directors’ Meeting passed the resolution to enter into share repurchase transaction for the purpose of financial
The Company has set a foreign limit of 49% of the paid-up capital. As of 31 December 2010, foreign investors altogether held 24.78% of the total of paid-up capital.
has no loans from financial institutions that would fall due within the 6-month period. In addition, share repurchase program is a useful tool for management to help reflect fair
Shareholders Type
No. of shares
(%)
Thai Shareholders
835,439,183
75.22
Foreign Shareholders
275,221,950
24.78
1,110,661,133
100.00
Total number of shares
management since the Company has sufficient cash flow and
value of the Company’s shares. The Company has defined that the maximum amount for the share repurchase is Baht 536 million or the number of share repurchased shall not exceed 10% of the total of paid-up capital, and the price of shares repurchased must not exceed 115% of the average closing
Dividend Policy
price of five trading days prior to the date on which the shares will be repurchased. The repurchase period has started from
The Company’s dividend payout policy is at the rate of approximately 40% of profit arising from ordinary business (after corporate income tax). The Company’s dividend payment in the past is as follows: Year
24 November 2008 until 22 May 2009. On 22 May 2009 (the last day of repurchase period), the Company could repurchase the Company’s shares in the total amount of 6,765,000 shares, or 0.61% of the total of paid-up
Net profit Dividend per share Dividend payout (Million Baht) (Baht) ratios (%)
2006 719
0.32 49%
2007 864
0.40 51%
2008 1,020
0.40 43%
2009 1,013
0.42
46%
2010 1,707
0.62
40%
According to the meeting of the Company’s Board of Directors No. 1/2011 held on 24 February 2011, the meeting passed the resolution of dividend payment to shareholders at the rate of Baht 0.62 per share or payout ratio at 40% (equal to dividend payout policy). The resolution will be proposed to the 2011 Annual General Meeting of Shareholders on 21 April 2011 to consider the approval of dividend payment.
capital. On 5 November 2009, the Board of Directors had passed the resolution to approve the resale of repurchased share on the Stock Exchange of Thailand with the pricing principle as not less than 85% of the average closing price of five trading days prior to the date on which the repurchased shares will be resold. The period for resale of share is from 23 November 2009 to 22 May 2012. As at 31 December 2010, the Company held 3,674,800 shares of the Company’s shares, representing 0.33 % of the Company’s issued share capital. In addition, the Company appropriated retained earnings to treasury shares reserve equal to the whole amount of the cost of the treasury shares.
Share Repurchase Program The Extraordinary Meeting of Shareholders No. 1/2008 held on 17 October 2008 had passed the resolution to approve the amendment of the Company’s Articles of Association in respect of the shares repurchase of the Company. Subsequently, the
38 / 39
Management ORGANIZATION CHART Board of Directors
Nomination & Remuneration Committee
Audit Committee
Board of Executive Directors
Internal Audit Team
Merchandising
Corporate Governance Committee
Risk Management Committee
President
Operation
Marketing
Finance
Business Analysis and Development
Senior Vice President
Vice President
Annual Report 2010
Vice President
Vice President
Robinson Department Store Public Company Limited
Vice President
Vice President
Vice President
Management
Structure of the Board The organization structure of Robinson Department Store Public Company Limited consists of the board of directors which
11. Mr. Kanchit 12. Mr. Preecha
Bunajinda Ekkunagul
Director Director and President
responsible for supervision of the Company’s governance, and
Remark 1) The directors no. 1-2 and 7-11 are the director representing
5 specific committee which includes audit committee, board of
executive committee, nomination and remuneration committee, risk management committee and corporate governance
Company’s director in the Company’s Annual General
Meeting no. 1/2010 held on 22 April 2010
committee with details of each director as follows:
Board of Directors
the shareholders.
2) The 11th (Mr. Kanchit Bunajinda) was appointed to be the
3) The 12th director is the director who is an executive.
Authorized directors for the Company signage are Mr. Sudhisak Chirathivat, or Mr. Sudhitham Chirathivat, or Mr. Prin Chirathivat,
The Board of Directors has a duty to perform the Company’s
or Mr. Tos Chirathivat, or Mr. Preecha Ekkunagul, or Mr. Piya
business in compliance with laws, objectives, Article of
Nguiakaramahawongse, or Mr. Pandit Mongkolkul. Any two of
Association of the Company and the resolutions of the
these seven directors are authorized to jointly sign on behalf of the
shareholder’s meetings together with the compliance with the
Company with the Company seal affix.
rules and regulations of the Stock Exchange of Thailand and the Securities Exchange Commission. The Board also adheres to the business conduct and takes the interest of all sides into
Mr. Parivat Sopasit, Vice President-Finance, is the Company secretary.
consideration as well as provides credible accounting system,
>> Scope of Duties and Responsibilities of
financial reports and audit.
In performing duties, the Board of Directors may assign a
1. To consider and approve policies, business plan, and the
director or many directors or any person to perform any act on
behalf of the Board of Directors under the control of the Board
2. To consider and approve any transactions made by the
of Directors or authorize such person to have the power as the
Company and its subsidiaries which may result in changes
Board of Directors deems appropriate and within the period as
to the Company’s financial status, liabilities, and capital
the Board of Directors deems appropriate.
structure.
Directors comprises of 12 directors. There are 11 directors who
details of which are as follows; No. Name of the directors Position 1. Mr. Sudhisak Chirathivat Chairman of the Board of Directors 2. Mr. Sudhitham Chirathivat Vice Chairman of the Board of Directors 3. Mr. Somchai Apiwattanaporn Independent Director 4. Mr. Phibul Phatharodom Independent Director 5. Mr. Vithaya Chavananand Independent Director 6. Mr. Charan Mongkolchan Independent Director 7. Mr. Prin Chirathivat Director 8. Mr. Tos Chirathivat Director 9. Mr. Piya Nguiakaramahawongse Director 10. Mr. Pandit Mongkolkul Director
Company’s annual budget.
3. To consider and approve an investment of assets with the
As of 31 December 2010, member of the Company’s Board of
are not the executive and the other 1 director is an executive,
the Board of Directors
amount above Baht 200 million per investment.
4. To consider and approve significant engagement in rental
or service related to the real estate properties of the
Company and its subsidiaries.
5. To consider and approve the significant activities which
include selling, transferring, and getting rid of the Company
and its subsidiaries’ fixed assets.
6. To consider, approve or give their consent on connected
transactions and transactions which may cause a conflict
of interests between the Company or its subsidiaries and
the concerned persons. The board should monitor
compliance with the regulations of the Securities Exchange
Commission and the Stock Exchange of Thailand.
40 / 41
Management
7. To consider, approve, or give their consent on transactions
The term ‘business relationship’ aforementioned under the
concerning important issues, the acquisition and trading
first paragraph includes any normal business transaction,
of assets, all the while ensuring compliance to the regulations
rental or lease of immovable property, transaction relating
of the Securities Exchange Commission and the Stock
to assets or services, grant or receipt of financial assistance
Exchange of Thailand.
through receiving or extending loans, guarantee, providing
8.
To appoint and set duties and responsibilities of the
action, which results in the company or its counterparty
committees.
being subject indebtedness payable to the other party in
9. To nominate directors and to consider and approve the
the amount of 3 percent or more of the net tangible assets
of the company or 20 million Baht or more, whichever is
lower. The amount of such indebtedness shall be calculated
according to the calculation method for value of connected
transactions under the Notification of Capital Market
Supervisory Board concerning Rules on Connected
Transactions mutatis mutandis. The combination of such
indebtedness shall include indebtedness taking place
during the course of 1 year prior to the date on which the
holding shares not exceeding 1 per cent of the total
business relationship with the person commences.
number of voting rights of the company, its parent company,
5. neither being nor having been an auditor of the company,
subsidiary, affiliate or juristic person who may have conflicts
its parent company, subsidiary, affiliate or juristic person
of interest, including the shares held by related persons;
who may have conflicts of interest, and not being a major
2.
neither being nor having been an executive director,
shareholder, non-independent director, executive or partner
employee, staff, or advisor who receives salary, or a controlling
of an audit firm which employs auditors of the company,
person of the company, its parent company, subsidiary,
its parent company, subsidiary, affiliate or juristic person
affiliate, same-level subsidiary or juristic person who may
who may have conflicts of interest unless the foregoing
have conflicts of interest unless the foregoing status has
relationship has ended not less than 2 years prior to the
ended not less than 2 years prior to the date of appointment;
date of appointment;
appointment of a President.
่
>> Qualification of Independent Director The Company’s independent directors are fully qualified and independent. Such qualifications are in accordance with the criteria of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET), that is: 1.
3. not being a person related by blood or registration under
6. neither being nor having been any professional advisor
laws, such as father, mother, spouse, sibling, and child,
including legal advisor or financial advisor who receives an
including spouse of the children, of executives, major
annual service fee exceeding 2 million Baht from the
shareholders, controlling persons, or persons to be
company, its parent company, subsidiary, affiliate or juristic
nominated as executive or controlling persons of the
person who may have conflicts of interest, and neither
company or its subsidiary;
being nor having been a major shareholder, non-independent
4. not having a business relationship with the company, its
director, executive or partner of the professional advisor
parent company, subsidiary, affiliate or juristic person who
unless the foregoing relationship has ended not less than
may have conflicts of interest, in the manner which may
2 years prior to the date of appointment;
interfere with his independent judgment, and neither being
7.
not being a director who has been appointed as a
nor having been a major shareholder, non-independent
representative of the company’s director, major shareholder
director or executive of any person having business
or shareholders who are related to the company’s major
relationship with the company, its parent company,
shareholder;
subsidiary, affiliate or juristic person who may have conflicts
8. not having any characteristics which make him incapable
of interest unless the foregoing relationship has ended not
of expressing independent opinions with regard to the
less than 2 years prior to the date of appointment;
company’s business affairs. The independent director may
Annual Report 2010
Robinson Department Store Public Company Limited
Management
be authorized by the Board of Directors to make a decision
disclosure of information and information report of the
on business execution of the company, its parent
responsible part to the regulatory body;
company, subsidiary, affiliate, same-level subsidiary or
6. Be a center of communication between directors, executives
juristic person who may have conflicts of interest, providing
that such decision is made as a collective decision.
7. Coordinate and follow the performance under the resolution
At present, the Company has 4 independent directors in
the number according to the corporate governance policy
which is the board of directors of the company shall consist
of at least one-third of the total directors (12 persons).
Company Secretary
and shareholders;
of the directors and of the shareholders;
8. Perform any other duties prescribed by the Capital Market
Supervisory Board or assigned by the Company’s board
of directors
Audit Committee The audit committee, appointed by the board of directors,
The Board of Directors has appointed Mr. Parivat Sopasit,
comprises of various expertise which is independent director
Vice President - Finance, as the Company Secretary to arrange
and their qualifications comply with the requirement of SET and
the meeting of the Board of Directors, the Sub-committees and
SEC (comprising of not less than 3 independent directors).
Shareholders, including filing related documents and supporting activities to be compliance with the good corporate governance principles as well as with the Securities and Exchange Act.
>> Scope of Duties and Responsibilities of
the Company Secretary
As of 31 December 2010, there were 4 audit committees as follows: 1. Mr. Somchai
Apiiwattanapron
Chairman of the
Audit Committee
2. Mr. Phibul
Phatharodom
1. Prepare and keep documents, including :
3. Mr. Vithaya
Chavananand
Audit Committee
-
a register of directors;
4. Mr. Charan
Mongkolchan
Audit Committee
-
annual report of the company;
-
a notice calling director meeting and a minute of
meeting of the board of directors
a notice calling shareholders meeting and a minute of
-
shareholders’ meeting;
Audit Committee
Mr.Somchai Apiwattanaporn is the audit committee who has adequate expertise and experience to review creditability of the financial reports. The secretary of audit committee is Ms. Jantana Sriviriyalertkul,
2. Keep a report on interest filed by a director or an executive; 3. Submit a copy of report on interest of a director and of
Term of office a term of 3 years for the chairman of the audit committee and audit committee.
executive or of related persons to the Chairman and the
Chairman of audit committee within 7 business days from
>> Scope of Duties and Responsibilities of
the date on which the company has received such report;
the Audit Committee
4. Arrange the meeting of the board of directors, the sub
committees and the shareholders meeting to be in
compliance with relevant regulations, rules and laws;
5. Monitor, examine and suggest the performance of the
company and of the board of directors to be in compliance
with the Memorandum of Association, the Article of
Association, the Securities and Exchange Act, the Public
Company Limited Act and other relevant laws including
1.1 Financial report
(1) To review the preparation and disclosure process for
an accurate, adequate, trusting and timely financial
report by collaborating with the auditor and the
executives responsible for preparing the quarter and
annual financial report.
42 / 43
Management
1.2 Internal control
(3) To recommend the auditor to review or audit any item
(1) To review that the Company has an adequate and
effective internal control system.
which is considered necessary and important during
(2) To consider the outcome and recommendation of the
the Company’s and its subsidiary’s audit. (4) To review the auditor’s report, advise the management
auditor and internal audit division regarding internal
to revise such report and follow up the implementation
control system and to advise the management
of such audit recommendation.
implement the recommendation including following up
the outcome of such implementation.
(5) To consider the adequacy and efficiency in collaboration
between the auditor and the internal auditor.
1.3 Internal Audit
(6) To arrange meeting with the auditor at least once a
(1)
To review that the Company has an independent
year without the management.
internal audit function and an effective internal audit
1.5 Related party transactions, or the transactions which may
system, to support any operation such as budget and
cause conflicts of interests
personnel and to approve a charter of the internal audit.
(1)
To review the related party transactions or the
(2) To jointly give an opinion on the nomination, promotion,
transactions which may cause conflicts of interest, to
transfer, removal or termination of employment
ensure that they are in compliance with the laws and
including determination and adjustment of the head
the Stock Exchange of Thailand’s regulations as well
of the internal audit division or any other division
as reasonable and at the optimum benefit of the
responsible for internal audit in order to make sure that
Company.
such division is able to perform its duties independently.
(2)
To consider the disclosures of the Company’s
information concerning all related party transactions
(3) To jointly review and approve an internal audit plan
with the head of the internal audit division especially
or transactions which may cause conflicts of interests
the part relating to internal audit system and financial
to be accurate and adequate.
management process.
1.6 Compliance with the concerned laws and regulations
(4) To consider the internal auditor’s and the Company’s
(1) To review the effective of the follow-up and control
auditor’s audit working plan and auditing scope to
system to be in compliance with the Securities and
make them support each other and not overlapping.
Exchange Act, regulations of the Stock Exchange of
(5) To give an opinion on the Company’s regulations on
Thailand, or laws related to the Company’s business.
internal audit before submitting to the Board of
Directors for approval.
1.4 Audit
(2) To review the outcome of the management’s
investigation and follow up the non-compliance case.
1.7 Report of the audit committee
(1)
To consider, select, nominate the independent
(1) The audit committee has duties and is responsible for
Company’s auditor and determine annual remuneration
reporting the outcome of the performance or of any
for the Company’s auditor by considering the
other duty assigned for acknowledgement and
trustworthy and adequacy of resources, auditing
consideration by the Board of Directors at the Board
workloads of such audit office and experience of
meeting at least once per quarter. Such as, the report
persons assigned to audit the Company as well as a
of the audit committee should clearly contain the
performance in the previous year; and to remove the
opinion of the audit committee in any matters.
auditor. (2) To review an auditing scope and method proposed by
(2) To review any reports prepared by the Company
which relate to duties and responsibilities of the audit
the auditor as well as to consider the reason regarding
committee.
a change in audit plan.
(3) To prepare an Audit Committee’s report on its annual
Annual Report 2010
Robinson Department Store Public Company Limited
performance as the criteria set by the Stock Exchange
Management
of Thailand, which has to be signed by the chairman
of the audit committee and disclosed in the
Company’s annual report.
(4) Regarding performing duty, if the audit committee
finds or suspects any trace of transaction or acting,
which may significantly affect its financial status and
performance, the audit committee shall report to the
Board of Directors for correcting within the time that
the audit committee deems appropriate. The
aforementioned transactions or acts are as follows:
(4.1) any trace of conflicts of interests;
(4.2) fraud, unusual or significant deficiency of the
>> Responsibilities of the Audit Committee 1.9 To do any other act as the Board of Directors assigns with
the concurrence of the audit committee. The audit
committee is responsible to the Board of Directors for
duties and responsibilities assigned by the Board while
the responsibility in every activity of the Company to the
third party is still bestowed on the Board of Directors.
1.10 To review and revise the charter of the internal audit so
as to make it update and proper with the Company’s
circumstance at least once a year.
1.11 To have duties in accordance with any additional
internal control’s system;
(4.3) violating of the Securities and Exchange Act,
regulations of the Stock Exchange of Thailand,
or laws related to the Company’s business.
(5)
regulations, notification, etc. prescribed by the Stock
Exchange of Thailand.
Board of Executive Directors
If the Board of Directors or the management fails to
As of 31 December 2010, the Company’s board of executive
correct the transaction or act under the above
subsection (4.1), (4.2) and (4.3) within an appropriate
as advised by the Audit Committee, the latter may
report that there is the abovementioned transaction
1. Mr. Sudhisak
or act to the Securities and Exchange Commission or
2. Mr. Sudhitham Chirathivat
the Stock Exchange of Thailand.
3. Mr. Prin
Chirathivat
(6) When the audit committee is informed by the auditor
4. Mr. Tos
Chirathivat
Executive Director
about suspicious circumstance on fraud or violating
5. Mr. Preecha
Ekkunagul
Executive Director
of law relating to the director’s and the executive’s
duty performance, the audit committee shall conduct
the preliminary investigation and report such investi-
gation result to the Office of the Securities and
Exchange Commission and the auditor within 30 days
from the day the auditor informed. If the audit
committee has finished the additional factual
investigation, it shall report to the Board of Director in
order to correct such circumstance within the time the
audit committee deems appropriate.
directors which appointed by board of directors comprises of 5 directors i.e.;
To review that the Company has a standard and
efficient risk management process.
Chairman Executive Director Executive Director
In addition, the meeting of the Board of Directors no. 1/2011, on 24 February 2011, resolved to restructure the board of executive directors by appointing Mr. Sudhitham Chirathivat to be the chairman of the board of executive directors and Mr. Sudhisak Chirathivat to be the consultant of the board of executive directors as well as appointing two additional executive directors i.e. Mr. Piya Nguiakaramahawongse and Mr. Pandit Mongkolkul.
>> Scope of Duties and Responsibilities of
1.8 Risk management (1)
Chirathivat
the Board of Executive Directors
1. Assign power of attorney to the president to act on behalf
(2) To jointly consider and render its opinion regarding the
of the Company and set the scope of responsibilities for
report on the outcome and progress of the Company’s
the president to operate day-to-day business.
risk management together with the risk management
2. Consider and submit relevant policies, business plan, and
committee, the risk management working team and
annual budget as proposed by the management before
the management.
submission to the Company’s board of directors for
approval.
44 / 45
Management
3. Approve an investment of assets at a credit limit up to
2. Define the method and practice of appropriate compensation
Baht 200 million per investment. The board of executive
both monetary and non-monetary compensation for
directors should prepare a quarterly report on details of
submission to the Board and further to shareholders’
investments for the Company’s board of directors.
meetings for approval.
4. Trade and transfer the Company’s fixed assets with the
3.
Consider, present and approve the evaluation of the
president’s performance.
amount up to Baht 100 million per item.
5. Consider and approve transactions related to banks and
financial institutions. This is regarded as an ordinary trading
business operation of the Company. As of 31 December 2010, the Company’s Risk Management
Nomination and Remuneration Committee
Committee which appointed by board of directors comprises of;
As of 31 December 2010, the Company’s Nomination and Remuneration Committee which appointed by board of directors comprises of 4 directors; 1. Mr. Somchai
Apiwattanaporn
Chairman
2. Mr. Vithaya
Chavananand
Committee
3. Mr. Sudhitham Chirathivat 4. Mr. Tos
Chirathivat
Committee
1. Mr. Vithaya
Chavananand
2. Mr. Preecha
Ekkunagul
Committee
Chairman
3. Mr. Charan
Mongkolchan
Committee
The consultant of the Risk Management Committee is Mr. Phisoot Suksangtip, and the secretary of the Risk Management Working Team is Ms. Vassana Samngamnoi.
Consultant of
The Meeting of the Board of Directors No. 1/2010 held on 25
the committee
February 2010 passed a resolution to restructure the Risk
>> Scope of Duties and Responsibilities of the Nomination
Risk Management Committee
and Remuneration Committee
Nomination
Management Working Team to be the “Risk Management Committee”. Moreover, the Meeting of the Board of Directors No. 2/2010 held on 14 May 2010 passed a resolution to revise the structure of the Risk Management Working Team in order
1. Define the scope of work and policy on the selection and
to improve the operation of risk management. The woking team comprises of 4 executives from various fields as follows.
recruitment of directors and sub-committee based on the
size, structure, and composition of the Board of Directors,
1. Mr. Parivat
Sopasit
Working Team
including determination of the qualification of the candidate
2. Mr. Anan
Tantipanyakun
Working Team
for submission for the Board’s consideration and/or further
3. Mrs. Ratana
Anoontakaroon
Working Team
to shareholders’ meetings for approval.
4. Mr. Sukitti
Kittipassorn
Working Team
2.
Propose a qualified candidate on the selection and
recruitment of the director whose tenure have ended or
unoccupied position for submission for the Board’s
approval, including for new resident who shall be appointed.
Compensation
>> Scope of Duties and Responsibilities of
the Risk Management Committee
1.
Make suggestions and give support to the Board in
formulating the risk management policy and defining
acceptable risk levels.
1. Define a form of compensation for directors and sub-
2. Define the framework of the Company’s risk management
committee for submission to the Board and further to
in line with the risk management policy, and follow up on
shareholders’ meetings for approval.
its implementation as well as reviewing the effectiveness of
the framework.
Annual Report 2010
Robinson Department Store Public Company Limited
Management
3.
Report a broad view for the Board’s consideration of
2. Quarterly meet up to follow up ongoing the Company’s good
business risks and its management method, and follow up
corporate governance plan as well as the practicing of the good
on results.
corporate governance policy of directors, management and
4. Review risk management reports, ensure adequate and
employees, to assure that the Company full comply with the
suitable risk management to acceptable levels, and ensure
principle of the good corporate governance and operate its
continued implementation of risk management.
business with efficiency, transparency and be able to examine.
5. Regularly coordinate with the Audit Committee by sharing
3. Conduct self-assessment pertaining to the principle of the
information about risks and internal control potentially
good corporate governance and submit the findings to the
affecting the Company’s business.
Board for consideration, approval, or comments.
6. Approve and provide recommendations and advice on
The Management
critical issues regarding the risk management process and
development. 7. Support a Company culture for adequate risk management
As of 31 December 2010, the Management of the Company
comprise of 8 persons as follows;
and internal control.
8. Appoint the Board’s representatives and/or working teams
and/or additional personnel relating to the risk management
as deemed appropriate including defining the scope of
duties and responsibilities thereof for the benefits of the
works under the objective.
Ekkunagul
2. Mr. Gerard
McGurk*
Corporate Governance Committee
1. Mr. Preecha
Senior Vice President-
Merchandising
3. Mrs. Ratana
Vice President-
Anoontakaroon
Merchandising
4. Mr. Clive Frederick Coombes
Vice President-
Merchandising
5. Mr. Anan
As of 31 December 2010, the Company’s Corporate Governance Committee which appointed by board of directors comprises of; 1. Mr. Phibul
President
Chairman
Vice President-
Operation System
and Support
6. Ms. Sirinij Phatharodom
Differentiation
Tantipanyakun
Chokchairittikul
Vice PresidentMarketing
2. Mr. Piya
Nguiakaramahawongse
Committee
7. Mr. Parivat
Sopasit
Vice President - Finance
3. Mr. Pandit
Mongkolkul
Committee
8. Mr. Sukitti
Kittipassorn
Vice President- Business
The Board of Director Meeting No. 1/2010 on 25 February 2010
resolved to raise the Corporate Governance Working Team to
Analysis and Development
be “the Corporate Governance Committee”.
Remark :
>> Scope of Duties and Responsibilities of the Corporate Governance Committee
>> Scope of Duties and Responsibilities of the President 1.
Prepare policies, business plan, and annual budget, to
be submitted to the board of executive directors for
consideration and then to the board of directors for approval.
1. Define the policy and review an adequacy and appropriation
of the Company Good Corporate Governance Policy,
including practices of good corporate governance, code
of conduct and Corporate Social Responsibility.
*The resignation of Mr. GERARD McGURK, Senior Vice President – Merchandising, from the Company has been effective since 10 January 2011.
46 / 47
Management
2. Manage the business according to the Company’s policies
-
The Company’s board of directors shall consist of
not less than five directors and not less than half of
those shall reside within the Kingdom.
and business plan as assigned by the Company’s board of
directors. 3. Approve disbursement of expenses as specified in the
budget, and consider and approve investment of assets at
a credit limit with the amount up to Baht 5 million per
In addition, the Company has adopted the best practices of good corporate governance in regard to the board structure, where the Company’s board of
transaction.
directors shall compose of independent directors at
4. To consider and approve the Company’s engagement in
rental or service of any movable properties which are
considered as normal business operations.
5. To consider and approve the Company’s engagement in
least one third of the board size. Criteria and procedure for electing directors at the shareholders meeting are as follows:
rental or service of the real estate properties which are
considered as normal business operations. The contract
-
In vote for election of directors, majority vote shall be
value shall not exceed Baht 50 million and/or three years
regarded and each shareholder shall have one vote
of tenure.
per one share held by such shareholder.
6. Consider and approve policy of merchandising, trading
-
Each shareholder may exercise all the votes he/she
has to electing each candidate nominated as a director.
-
The candidates ranked in order descending from the
highest number of votes received to the lowest shall
be appointed as directors until the number of directors
to be comprised or elected in such meeting is filled.
policy, marketing, sales, and general asset administration.
Nomination of Directors and Executives >> Nomination Procedure According to the Company’s Articles of Association, it specifies that at every annual general meeting of the Company, one-third of the directors, or if their number is not a multiple of three, then the number nearest to one-third shall retire from office. The director who has been in office longest shall retire. A retiring director is eligible for re-election. The Company’s Board of Directors has appointed Nomination and Remuneration Committee to have duties and responsibilities to propose and screen the qualified candidate for the Board’s consideration and/or further to shareholders’ meetings for approval.
In case the votes cast for candidates in descending
order are tied, which would otherwise cause the
number of directors to be exceeded, the chairman of
the meeting shall have casting vote.
-
Regarding the right of minor shareholders to appoint
a director, the Company’s regulations specify that each
shareholder has one vote for one share. The cumulative
voting is not applicable.
In addition, the Company’s shareholders were invited via SET online system to have a right to propose the person(s) whose qualification comply with the Article of Association, the Public Company Limited B.E.2535 Act, and the notice of the Securities Exchange Commission to the Company’s
corporate secretary for consideration as the candidate to serve
Appointment of the Company’s directors shall be conducted
as the Company director(s) in advance for 3 months before
according to the Article of Association as follows:
propose to the Nomination and Remuneration Committee’s
-
The Company’s directors need not to be the Company’s
shareholders. The third person who agrees to be the
Company’s director and is appointed by the general
shareholders meeting can be the Company’s directors.
Annual Report 2010
meeting and the Board’s meeting. The nomination and consideration procedure are published in the Company’s website, www.robinson.co.th. The shareholders who wish to propose the director nominee must possess the following qualifications.
Robinson Department Store Public Company Limited
Management
1.
Being the shareholder of the Company which can be either
The remuneration for the entire Board of Directors in the year
one shareholder or combined shareholders.
2010 which was approved by the General Meeting of the
2.
Holding minimum shares not less than 100,000 shares.
Shareholders no. 1/2010 was in the total amount not exceeding
3.
Having continuously held those shares in the amount
Baht 6,500,000 (six million and five hundred thousand Baht net)
prescribed in the above section for not less than 1 year and
(excluding the remuneration for Mr. Preecha Ekkunagul who
by the date the shareholder proposes the director nominee.
held another position as the Company’s president), in which
The Company Secretary shall review the documents initially prior to proposing to the Nomination and Remuneration Committee for their consideration and opinion to the Board of Directors to consider the appropriation of further submission to shareholders for the approval. However, the resolution of the Board of Director shall be deemed the final decision. The name of the nominated person approved by the Board of Director of the Company shall be included in the agenda regarding the
increased by Baht 1,500,000 from the remuneration which was approved in the Meeting of the Shareholders No.1/2009. The structure of the monetary remuneration for directors comprises of 2 types of remuneration, quarterly fee and meeting fee, as follows:
1.
Quarterly Fee
Type of Director
Quarterly Fee (Baht/Quarter)
election of the Company’s directors, accompanied with the opinion of the Board of Director and propose to the shareholder
Independent Director who is the Chairman of Audit Committee
70,000
Monetary Remuneration
Independent Director who is Audit Committee/ Independent Director
55,000
>> Board of Directors
Chairman of the Board of Directors
80,000*
The Company has fairly and reasonably considered the policy
Non-Executive Directors
55,000**
meeting for the approval.
regarding remuneration of directors which has been carefully examined by the Nomination and Remuneration Committee.
Remark
The criteria are also in accordance with the business profits of the Company, responsibilities of the Board as well as comparing
*Adjust from Baht/Quarter 65,000 to Baht/Quarter 80,000 on 22 April 2010 ** Adjust from Baht/Quarter 45,000 to Baht/Quarter 55,000 on 22 April 2010
with the reference data of other companies in the same business.
2.
Meeting Fee
Board Type
Director Type
Board of Directors
Independent Directors / Expert Director / Directors
20,000
Audit Committee
Chairman of the Audit Committee
40,000 *
Audit Committee
25,000 **
Chairman of the Board of Executive Directors/
20,000 ***
Board of Executive Directors
Meeting Fee (Baht/Meeting)
Non-Executive Directors Board of Directors
Independent Directors / Non-Executive Directors /
and Specific Committee
Non-Executive Directors who are appointed as consultant
Remark
*
20,000
Adjust from Baht/Meeting 35,000 to Baht/Meeting 40,000 on 22 April 2010
** Adjust from Baht/Meeting 20,000 to Baht/Meeting 25,000 on 22 April 2010 *** Adjust from Baht/Meeting 15,000 to Baht/Meeting 20,000 on 22 April 2010
48 / 49
Annual Report 2010
Robinson Department Store Public Company Limited
-
(1) Mr. Kanchit Bunajinda was appointed to be the Company’s director in the Company’s Annual General Meeting no. 1/2010 held on 22 April 2010
435,000
-
* Appointment of the sub-committee during the year
400,000
-
100,000
100,000
1,100,000
80,000
-
100,000 -
75,000
160,000
-
- -
80,000 -
80,000
-
-
- -
100,000
100,000
orporate C Governance Committee
-
-
- -
- -
Risk Management Committee
-
120,000
120,000
-
-
-
-
80,000 240,000
-
-
20,000
-
20,000
-
-
- -
100,000
440,000
420,000
440,000
520,000
Total
395,000
540,000
340,000
520,000
60,000
4,840,000
- 245,000
-
- 560,000
20,000
-
20,000
20,000 320,000
-
20,000 - -
-
20,000
- -
100,000 -
100,000
80,000 -
100,000
80,000
100,000
100,000
100,000
100,000
100,000
Meeting fee Board of Nomination and Executive Audit Remuneration Directors Committee Committee
Remark :
Total 2,525,000
(1)
220,000
165,000
280,000
Bunajinda
Apiwattanapron
220,000
12. Mr. Kanchit
Mr. Somchai
8.
Mongkolkul
220,000
220,000
Mr. Pandit
7.
Nguiakaramahawongse
-
Mongkolchan
Mr. Piya
6.
Ekkunagul
220,000
11. Mr. Charan
Mr. Preecha
5.
Chirathivat
220,000
Chavananand
Mr. Tos
4.
Chirathivat
220,000
10. Mr. Vithaya
Mr. Prin
3.
Chirathivat
320,000
Phatharodom 220,000
Mr. Sudhitham
2.
Chirathivat
9. Mr. Phibul
Mr. Sudhisak
1.
Director’s name Quarterly fee Board of Directors
Details of the remuneration received by the director individually in the year 2010 shown in the following table
In 2010, the total monetary remuneration of the 12 directors was in the net total amount of Baht 4,840,000.00, details of which are as follows.
Management
Management
Management
company also has regulations in connection with the disclosure
The management consists of executive officers taking the positions of president, senior vice president, and vice president in the total number of 8 persons. Monetary remuneration for executives in 2010 comprises of monthly salary, bonus, and other remuneration (car allowance) in the total amount of Bath
of confidential information. If an investigation finds that an employee has disclosed confidential information or financial information without permission, said employee shall be subject to strict punishment by the investigative committee in accordance with the company’s regulations.
47,208,280 and the contribution to the Provident Fund and the
In the case where the company hires outside contractors to
Social Security Fund in the total amount of Baht 871,507.20.
perform particular tasks the company requests that a contract
Total Remuneration of the management
should be made in terms of protection of confidential information which may be disclosed due to the nature of the task
Remuneration of
Total Remuneration (Baht/year)
performed. The hired party must ensure that its staff is under
the management
2010 2009
obligation to protect clients’ confidentiality. The staff and
Monetary Remuneration Non-Monetary Remuneration
48,079,787 49,306,654 None None
Remark * Remuneration in the year 2010 included remuneration for 1 resigning executive, namely, Mr. GERARD McGURK, Senior Vice President – Merchandising, (effectively resigned on 10 January 2011)
executives of the hired party are prohibited from using such disclosed inside information to buy or sell shares issued by the company either for their own benefit or that of others.
Internal Control The company realizes the importance of internal control system
Supervision on Inside Information The Company specified the good practice of inside information usage and of customer’s personal information storage in the Company’s code of conduct so as to prevent the disclosure or leak of such inside information to any third party. This also included the protection of customer’s personal information which every directors, executives, and employees shall strictly adhere to. In addition, the company has clearly established its scope of duty and responsibility of all employees in the form of Job Description and has trained them to accurately understand their duties and the company’s regulations. However, some duties may occasionally cause inside information to be revealed to employees and perhaps to the public without permission. Therefore, the company specifically details that only concerned employees can be informed of such important inside information especially in the case of financial information, by utilizing a computerized system to limit access of information by any particular level of authority. The company will disclose information to those concerned during the appropriate time and only without contravention to the related regulations of the SET and other applicable laws. In addition, the employee shall certify to the Company related to their use of inside information. The
as a factor for effective business performance; hence, the Company continuously determines and develops an internal control system according the COSO standard (the Committee of Sponsoring Organization of the Treadway Commission) in the internal environment, risk assessment, control activity, information system, and outcome follow-up. The Company sets the vision, mission, strategy and budget planning; therefore, the performance is in accordance with and achieves the goal together with sets the organization structure and the chain of command clearly and properly and a written role of duties and responsibilities of employees. Thus, employees acknowledge their role, duties and responsibilities and they can work efficiently and achieve the goal. It also uses the Key Performance Indicators: KPIs as a guideline prescribing working direction and an annual assessment of the performance of executives and employees annually. In addition it separates duties which may cause corruption. In case of transactions which may cause conflict of interest with persons connecting to the Company, such transaction shall pass the approval process under the Company’s authorization and the consideration of the Audit Committee so as to ensure that the Company complies with laws and regulations of the Securities and Exchange Commission and the Stock Exchange of
50 / 51
Management
Thailand. Accordingly, the operating system of the Company
With regard to the operation control, the Company follows the
is accurate, transparent, verifiable and able to protect the
outcome from the operation closely by quarterly arranging
damage which may arise. Moreover the Company prescribes,
the Board of Executive Directors’ meeting and the Board of
in writing, a scope of power regarding any operation such as
Directors’ meeting in order to consider, analyze and assess the
budget being able to approve, working process, duties and
operation to what extent it is in line with the goal of business
responsibilities of executives in every level as well as employees
operation. In addition, the internal audit office which is
in each department.
independent from the executive is responsible for audit and
With regard to the risk management, the Company pays high attention on this matter; hence, the Board of Directors appointed the Company’s risk management committee on 26 February 2007 in order to serve as an important instrument or mechanism to ensure the Company’s effective operation of risk management with an internal control system that sufficiently covers all risks. To be in accordance with the structure of the good corporate governance, the Board of Directors, therefore, restructure the risk management structure by heighten the status of the working team to the “Risk Management Committee”.
assesses whether the operation is in line with the internal control system which the Company sets. The internal control office always reports the outcome to the Audit Committee directly and continuously as well as communicates and coordinates with the executives on the result of the audit, remark and recommendation. In addition, guidelines to resolve issues appropriately were also set up. Chairman of the Audit Committee reported all audit results to the Board on regular basis every quarter. If there is any corruption, the executive will report to the Board of Directors immediately.
The Committee prepared the risk management policy of the
Regarding auditor’s opinions in the Audit Report of Certified
Company including the charter of the Risk Management
Public Accountant for the year 2010, there were no material
Committee to serve as a guideline in monitoring the work
respects that can be considered significant in the Internal
regarding risk management and set up the Risk Management
Control System of the Company’s accounting and information
Working Team, comprising of management from various
technology system. From the assessment of the Company’s
operations to consider risk factors which the Company is facing
internal control system sufficiency, the Audit Committee
and those which may occur in the future. It also jointly
remarked that the Company prepares and discloses of financial
determined the annual risk management plan and way to
reports accurately, appropriately and reliably as well as has
prevent and reduce such risks. In addition, the Risk Management
appropriate and effective internal control system, internal audit
Working Team also reports the progress of the operation under
system and risk management. They are sufficiently in compliance
the risk management plan to the Audit Committee every
with the good corporate governance by improving the operating
quarter as well as reviews and revises the operation plan to be
system for better quality and continuously matching with
suitable to the changing situation and submits to the Board of
business environment. In addition, the Company encloses
Directors for further consideration.
herewith the report of the Chairman of the Audit Committee.
Annual Report 2010
Robinson Department Store Public Company Limited
Board of Directors and the Management Mr. Sudhisak Chirathivat Age 65 Years. Chairman of the Board of Directors/ Chairman of the Board of Executive Directors (Authorized Director)
Education >> Bachelor Degree B.S. (Mathematics)
St. John Fisher College, New York, U.S.A.
>> Director Certification Program (DCP) 2007, >> Director Accreditation Program (DAP) 2007,
Thai Institute of Directors Association
No. of Shareholding* (%) None Relationship among Management >> Brother of Mr. Sudhitham >> Uncle of Mr. Prin and Mr. Tos Experiences during 5 years until Now >> 1994
President of Industry and
Retail Business,
Companies in Central Group
>> 2000
Chairman of the Board of
Executive Directors,
Central Marketing Group Co., Ltd.
>> 2001 - Present
Executive Director,
Central Group of Companies
>> 2003 - Present
Director/ Executive Director,
Central Pattana PCL.
>> 2003 - Present
Director/ Executive Director,
Central Plaza Hotel PCL.
>> 2006 - Present
Chairman of the Board of Directors
and Chairman of the Board of
Executive Directors,
Robinson Department Store PCL.
No. of Listed Company which positioning in Present (3 companies)
Remark *Including shareholding in the company by spouse and minor child
52 / 53
Board of Directors
Mr. Somchai Apiwattanaporn Age 60 Years. Director/ Independent Director/ Chairman of the Audit Committee/ Chairman of the Nomination and Remuneration Committee
Director/ Independent Director/
Chairman of the Audit Committee/
Chairman of the Nomination and
Remuneration Committee,
Robinson Department Store PCL.
No. of Listed Company which positioning in Present
Education
(3 companies)
>> Bachelor Degree (Accounting),
>> 2006 - Present
Ramkhamhaeng University
>> Master of Art (Public Management),
Ramkhamhaeng University
>> Defense College Graduated
(Wor Por Ror Or 2003)
>> Certified Public Accountant >> Director Accreditation Program (DAP) 2004, >> Director Certification Program (DCP) 2006, >> Audit Committee Program (ACP) 2008,
Thai Institute of Directors Association
>> Capital Market Academy Leader Program,
(Capital Market Academy)
No. of Shareholding* (%) None Relationship among Management
None
Experiences during 5 years until Now >> 2003 - 2004
Chairman of Asset Management
Committee,
TMB Bank PCL.
>> 2003 - 2008
Chairman,
Playing Card Factory Committee,
Excise Department, Ministry of Finance
>> 2005 - 2008
Director,
Liquor Distillery Organization,
Excise Department, Ministry of Finance
>> 2005 - Present
Member of Federation of Accounting
Professions Tax Accounting Committee,
Federation of Accounting Professions
>> 2008 - Present
Chairman of the Audit Committee,
Synnec (Thailand) PCL.
>> 2008 - Present
Chairman,
Asean Potash Mining PCL.
>> 2008 - Present
Inspector - General,
Ministry of Finance
>> 2009 - Present
Chairman of the
Audit Committee,
Queen Sirikit Botanic Garden
Remark *Including shareholding in the company by spouse and minor child
Annual Report 2010
Robinson Department Store Public Company Limited
Board of Directors Mr. Sudhitham Chirathivat
Mr. Prin Chirathivat
Age 63 Years.
Age 48 Years.
Vice Chairman of the Board of Directors/
Director/ Executive Director
Executive Director/ Nomination and
(Authorized Director)
Remuneration Committee (Authorized Director)
Education >> B.S. (Accounting), Skidmore College, New York, U.S.A. >> MBA Sasin Graduate Institute of Business Administration, Chulalongkorn University >> Director Certification Program (DCP) 2000, >> Director Accreditation Program (DAP) 2005, >> Audit Committee Program (ACP) 2005, >> The Role of Chairman (RCM) 2005, >> Chief Financial Officer 2006, >> Monitoring the System of Internal Control and Risk Management (MIR) 2007, >> Monitoring the Internal Audit Function (MIA) 2007, >> Monitoring Fraud Risk Management (MFM) 2009, >> Monitoring of the Quality of Financial Reporting (MFR) 2009, Thai Institute of Directors Association >> Applied Psychology for Staffs Course, Applied Psychology Institute >> Graduate Diploma in Management of Public Economy 4/2005, (King Prajadhipok’s Institute) >> Capital Market Academy Leadership Program 1/2004, (Capital Market Academy) >> The Programme For Senior Executives Criminal Justice Administration (13/2009), >> Defense College Graaduated 2009,
Education >> Bachelor Degree (Electrical Engineering),
University of Maryland (College Park), U.S.A.
>> MBA (Operations Research),
Iona University, New York, U.S.A.
>> Director Certification Program (DCP) 2003,
Thai Institute of Directors Association
>> Defense College Graduated
(Wor Por Ror Or 4313)
No. of Shareholding* (%)
None
Relationship among Management >> Brother of Mr. Sudhisak >> Uncle of Mr. Prin and Mr. Tos Experiences during 5 years until Now >> 2002 - 2009
Executive Committee Retail and
Real Estate,
Central Group of Companies
>> 2002 - Present Chairman,
Earth Care Co., Ltd.
>> 2002 - Present
Executive Director,
The Vintage Club Co., Ltd.
No. of Shareholding* (%)
None
Relationship among Management
>> 2002 - Present Director,
>> Nephew of Mr. Sudhisak, Mr. Sudhitham
Central Holding Co., Ltd.
>> Brother of Mr. Tos
>> 2002 - Present
Director/ Executive Director,
Central Plaza Hotel PCL.
>> 2002 - Present
Director/ Executive Director,
Central Pattana PCL.
>> 2006 - 2007
Member,
The National Legislative Assembly
>> 2009 - Present
Chairman of the Board of the
Executive Director
Central Group Companies
>> 2004 - Present
Vice Chairman of the Board of
Directors/ Executive Director/
Nomination and Remuneration
Committee,
Robinson Department Store PCL.
and its Subsidiaries
Experiences during 5 years until Now >> 1995 - 2007 Director, General Card Services Co., Ltd. 1999 - 2007 Director, Indhra Insurance PCL. 2002 - 2006 Director, Dhanamitr Factoring PCL. 1993 - Present Director/ Executive Director, Central Plaza Hotel PCL. 1994 - Present Director/ Executive Director, Central Pattana PCL. 1996 - Present Director/ Executive Director, Central Retail Corporation Co., Ltd. 1999 - Present Director, Malee Sampran PCL. 2002 - Present Executive Director, Central Group of Companies 2003 - Present Chairman of the Audit Committee, Bualuang Securities PCL. 2004 - Present Member of Board University Affairs, Chiangrai Rajabhat University 2004 - Present Consultant, Market for Alternative Investment (MAI)
No. of Listed Company which positioning in Present (3 companies)
2006 - Present
Director/ Executive Director, Robinson Department Store PCL.
No. of Listed Company which positioning in Present
(5 companies) Remark *Including shareholding in the company by spouse and minor child
54 / 55
Board of Directors
Mr. Tos Chirathivat
Mr. Preecha Ekkunagul
Age 46 Years.
Age 52 Years.
Director/ Executive Director/ Consultant of the Nomination
Director/ Executive Director/
and Remuneration Committee
Risk Management Committee / President
(Authorized Director)
(Authorized Director)
Education
Education
>> B.A. Wesleyan University, CT, U.S.A.
>> Bachelor Degree (Chemical Engineering),
>> MBA (Finance), Columbia University,
>> Master Degree (Industrial and Management),
New York, U.S.A.
No. of Shareholding* (%) 0.071% of total issued shares
Chulalongkorn University Asia Institute of Technology
>> Director Accreditation Program (DAP) 2004,
Relationship among Management
>> Director Certification Program (DCP) 2005,
>> Nephew of Mr. Sudhisak, Mr. Sudhitham
>> Brother of Mr. Prin
>> Capital Market Academy Leader Program 2008,
Experiences during 5 years until Now
Thai Institute of Directors Association (Capital Market Academy)
>> 1996 - 2001
Chief Operational Officer,
Central Retail Corporation Co., Ltd.
>> 2002 - Present
Chief Executive Officer,
Central Retail Corporation Co., Ltd.
Experiences during 5 years until Now
>> 1994 - Present
Director,
>> 1995 - 2000
Managing Director,
Big C Supercenter PCL.
Big C Supercenter PCL.
>> 2004 - Present
Director/ Executive Director,
>> 2000 - 2003
President,
Robinson Department Store PCL.
CRC Power Retail Co., Ltd.
>> 2000 - 2003
President,
B2S Co., Ltd.
>> 2003 - Present
Director/ Executive Director/ President,
Robinson Department Store PCL.
and its Subsidiaries
and its Subsidiaries No. of Listed Company which positioning in Present (2 companies)
No. of Shareholding* (%) Relationship among Management
None None
No. of Listed Company which positioning in Present (1 companies)
Remark *Including shareholding in the company by spouse and minor child
Annual Report 2010
Robinson Department Store Public Company Limited
Board of Directors
Mr. Piya Nguiakaramahawongse
Mr. Pandit Mongkolkul
Age 53 Years.
Director/
Director/
Consultant of the Corporate Governance Committee
Corporate Governance Committee
(Authorized Director)
Age 47 Years.
(Authorized Director) Education >> Bachelor Degree (Accounting),
Education >> B.S. (Electrical Engineering) and B.S. (Management),
Massachusetts Institution of Technology,
Cambridge, U.S.A.
Chulalongkorn University
>> MBA (Finance and International Business),
Sasin Graduate Institute of Business Administration,
Chulalongkorn University
>> MBA and M.S. (Electrical Engineering),
>> Director Certification Program (DCP) 2003,
University of Southern California,
Los Angeles, U.S.A.
>> Capital Market Academy Leader Program 4/2007,
>> Director Certification Program (DCP) 2005,
Thai Institute of Directors Association
(Capital Market Academy)
No. of Shareholding* (%) 0.00002% of total issued shares
No. of Shareholding* (%) 0.0045% of total issued shares Relationship among Management
Thai Institute of Directors Association
None
Experiences during 5 years until Now >> 1997 - Present
Senior Vice President Finance
and Account,
Central Retail Corporation Co., Ltd.
>> 1997 - Present
Director,
Robinson Planner Co., Ltd.
>> 2006 - Present
Director,
Dhanamitr Factoring PCL.
>> 2006 - Present
Director,
Robinson Department Store PCL.
and its Subsidiaries
No. of Listed Company which positioning in Present (2 companies)
Relationship among Management
None
Experiences during 5 years until Now >> 1992 - Present Executive Vice President, Harng Central Department Store Co., Ltd. >> 1993 - Present Director, Earth Care Co., Ltd. >> 1994 - Present Director, Central Marketing Group Inter Trade Co., Ltd. >> 2000 - Present Director, Robinson Planner Co., Ltd. >> 2004 - Present Chief of Executive Committee, Dhanamitr Factoring PCL. >> 2004 - Present Director, CG Broker Co., Ltd. >> 2005 - Present Director, Andaman Capital Co., Ltd. >> 2006 - Present Executive Director / Risk Management Committee Malee Sampran PCL. >> 2007 - Present Director, CG Life Broker Co., Ltd. >> 2008 - Present Director, Central Retail Training Center Co., Ltd. >> 2008 - Present Director, Central Samui Hotel Management Co., Ltd. >> 1996 - Present Director, Robinson Department Store PCL. and its Subsidiaries No. of Listed Company which positioning in Present (3 companies)
Remark *Including shareholding in the company by spouse and minor child
56 / 57
Board of Directors
Mr. Phibul Phatharodom
Mr. Vithaya Chavananand
Age 77 Years.
Age 53 Years.
Director/ Independent Director/
Director/ Independent Director/
Audit Committee/ Chairman of
Audit Committee/ Nomination and
the Corporate Governance Committee
Remuneration Committee/ Chairman of Risk Management Committee
Education >> Bachelor Degree (Accounting and Law),
Education
>> Bachelor Degree (Political Science Finance),
Thammasat University
>> M.S. (Accounting), University of Kansas, U.S.A.
>> Director Accreditation Program (DAP) 2004,
>> MBA, Webster University, U.S.A.
>> Audit Committee Program (ACP) 2005,
>> Director Accreditation Program (DAP) 2006,
>> Director Certification Program (DCP) 84/2007,
Thai Institute of Directors Association
No. of Shareholding* (%)
>> Audit Committee Program (ACP) 32/2010
None
Relationship among Management
Chulalongkorn University
>> Monitoring Fraud Risk Management (MFM) 4/2010 None
Experiences during 5 years until Now
Thai Institute of Directors Association
No. of Shareholding* (%)
None
>> 1999 - 2005
Independent Director/ Audit
Committee,
Central Plaza Hotel PCL.
Experiences during 5 years until Now
>> 1969 - Present
Partner/ Certified Public Accountant,
>> 1979 - Present
Director,
Phatharatham Auditing Office
Vichitbhan Construction Co., Ltd.
>> 2006 - Present
Director/ Independent Director/
>> 1985 - Present
Managing Director,
Audit Committee,
Vichitbhan Plantation Co., Ltd.
Robinson Department Store PCL.
>> 1987 - Present
Director,
Vichitbhan Farm Co., Ltd.
>> 1988 - Present
Vice Chairman,
Vichitbhan Palm Oil Co., Ltd.
>> 1992 - Present
Director,
Vichitbhan Real Estate Co., Ltd.
>> 1994 - Present
Managing Director,
CVN Development Co., Ltd.
>> 1996 - Present
Director,
Chavananand Holding Co., Ltd.
>> 1998 - Present
Director,
Pacific Polymer Product Co., Ltd.
>> 1998 - Present
Director/ Independent Director/
Audit Committee,
Robinson Department Store PCL.
No. of Listed Company which positioning in Present (1 companies)
Relationship among Management
No. of Listed Company which positioning in Present (1 companies)
Remark *Including shareholding in the company by spouse and minor child
Annual Report 2010
Robinson Department Store Public Company Limited
None
Board of Directors
Mr. Charan Mongkolchan
Mr. Kanchit Bunajinda
Age 62 Years.
Age 43 Years.
Director/ Independent Director/
Director
Audit Committee/ Risk Management Committee
Education >> MBA (Finance and International Business) SASIN
Education
Graduate Institute of Business Administration,
>> Bachelor of Arts, Burapha University
Chulalongkorn University
>> Master of Arts (Economic Development),
>> Directors Certification Program (DCP) 30/2003,
Kasetsart University
Fellow Member,
>> Defense College Graduated
>> Directors Accreditation Program (DAP) 35/2005,
>> Audit Committee Program (ACP) 14/2006,
(Wor Por Ror Or 4313)
>> Director Certification Program (DCP) 111/2008,
>> Monitoring the System of Internal Control and
>> Audit Committee Program (ACP) 32/2010
>> Monitoring the Internal Audit Function (MIA) 9/2010
>> Monitoring the Quality of Financial Reporting (MFR)
>> Monitoring Fraud Risk Management (MFM) 4/2010
>> Monitoring the system of Internal Control and Risk
>> Monitoring the Internal Audit Function (MIA) 5/2009,
Management (MIR) 9/2010
>> Monitoring the Quality of Financial Reporting (MFR)
11/2010
Thai Institute of Directors Association
No. of Shareholding* (%)
Risk Management (MIR) 6/2009, 8/2009, Thai Institute of Directors Association
No. of Shareholding* (%)
None
Relationship among Management
None
Experiences during 5 years until Now
None
>> 2002 - Present
Director
Central Pattana PCL.
Experiences during 5 years until Now
>> 2002 - Present
Director
>> 2001 - 2003
Executive Vice President,
Private Equity (Thailand) Co., Ltd.
Nakornsawan Office Region
>> 2005 - Present
Director
TMB Bank PCL.
>> 2003 - 2004
Executive Vice President,
>> 2006 - Present
Director
UPC Branch Banking Region
Pruksa Real Estate PCL.
TMB Bank PCL.
>> 2006 - Present Director
>> 2004 - 2006
Executive Vice President,
BKK Branch Banking Region 1
>> 2007 - Present Alternate Director
TMB Bank PCL.
Asian Corporate Governance
>> 2006 - 2009
Executive Vice President,
Corporate Services Group
>> 2010 - Present Director
TMB Bank PCL.
>> 2006 - Present
Director,
No. of Listed Company which positioning in Present
Bridge View Co., Ltd.
(4 companies)
>> 2008 - Present
Director/ Independent Director/
Audit Committee,
Robinson Department Store PCL.
Relationship among Management
None
True Vision Co., Ltd.
Central Plaza Hotel PCL.
Association Limited, Hong Kong Robinson Department Store PCL.
No. of Listed Company which positioning in Present (1 companies)
Remark *Including shareholding in the company by spouse and minor child
58 / 59
The Management
Mr. Preecha Ekkunagul
Mr. Parivat Sopasit
Age 52 Years.
Age 52 Years.
Director/ Executive Director/
Company Secretary/
Risk Management Committee/ President
Vice President - Finance
(Authorized Director) Education Education
>> Bachelor Degree (Accounting),
>> Chulalongkorn University
>> Master Degree (Industrial and Management),
>> Corporate Secretary Program (CSP) 2007,
Asia Institute of Technology
>> Director Accreditation Program (DAP) 2004, Thai Institute of Directors Association
None
Relationship among Management
>> Capital Market Academy Leader Program 2008,
Thai Institution of Directors Association
No. of Shareholding* (%)
>> Director Certification Program (DCP) 2005,
Chulalongkorn University
None
Experiences during 5 years until Now
(Capital Market Academy)
>> 1995 - 2001
Accounting and System Manager,
Siam Gardian Glass Co., Ltd.
>> 2001 - 2003
Accounting Director,
CRC Power Retail Co., Ltd.
Experiences during 5 years until Now
>> 2003 - Present
Company Secretary/
>> 1995 - 2000
Managing Director,
Vice President - Finance,
Big C Supercenter PCL.
Robinson Department Store PCL.
>> 2000 - 2003
President,
CRC Power Retail Co., Ltd.
>> 2000 - 2003
President,
B2S Co., Ltd.
>> 2003 - Present
Director/ Executive Director/
President,
Robinson Department Store PCL.
and its Subsidiaries
No. of Shareholding* (%)
None
Relationship among Management
None
No. of Listed Company which positioning in Present (1 companies)
Remark *Including shareholding in the company by spouse and minor child
Annual Report 2010
Robinson Department Store Public Company Limited
The Management
Mr. Clive Frederick Coombes
Mrs. Ratana Anoontakaroon
Age 60 Years.
Age 51 Years.
Vice President - Merchandising Differentiation
Vice President - Merchandising
Education
Education
>> Forest Hill School, United Kingdom
>> BBA (General Management),
No. of Shareholding* (%)
None
Relationship among Management
Sukhothaithammathirat University
>> MBA, National Institution of Development None
Experiences during 5 years until Now
Administration No. of Shareholding* (%)
0.0014% of total issued shares
>> 2000 - 2009
Director of Marketing and
Merchandising,
Boots Retail (Thailand) Limited.
Experiences during 5 years until Now
>> 2009 - Present
Vice President -
>> 1997 - 2006
Vice President - General
Merchandising Differentiation,
Merchandising,
Robinson Department Store PCL.
Big C Supercenter PCL.
>> 2006 - Present
Vice President - Merchandising,
Robinson Department Store PCL.
Relationship among Management
None
Mr. Sukitti Kittipassorn
Mr. Anan Tantipanyakun
Age 54 Years.
Age 43 Years.
Vice President - Business Analysis
Vice President - Operation Systems and Support
and Development Education Education
>> Bachelor Degree (Auditing), 1st Honor,
>> Bachelor Degree (Pharmacology), Mahidol University
>> MBA, Thammasat University
>> Master Degree (Master of Public and
No. of Shareholding* (%)
None
Relationship among Management
The University of the Thai Chamber of Commerce Private Management), National Institute of Development
Administration None
Experiences during 5 years until Now
No. of Shareholding* (%)
None
Relationship among Management
None
>> 1997 - 2006
Vice President - Operation Systems
and Support,
Experiences during 5 years until Now
Robinson Department Store PCL.
>> 1995 - 2003
Store General Manager,
>>2007 - Present
Vice President - Business Analysis
Big C Supercenter PCL.
and Development,
>> 2003 - 2007
Analysis Project and Director,
Robinson Department Store PCL.
Robinson Department Store PCL.
>> 2007 - Present
Vice President - Operation Systems
and Support,
Robinson Department Store PCL.
Remark *Including shareholding in the company by spouse and minor child
60 / 61
The Management
Ms. Sirinij Chokchairittikul Age 35 Years. Vice President - Marketing Education >> Bachelor Degree in Communication Arts
(International Program), Bangkok University
>> MA (Communication) (International Program), 1st HONOR (Golden Medal), Bangkok University No. of Shareholding* (%)
None
Relationship among Management
None
Experiences during 5 years until Now >> 1995 - 2002
Regional Store Manager,
Marks and Spencer PCL.
(United Kingdom)
Marks and Spencer (Thailand)
>> 2002 - 2005
General Manager - Merchandise
Ready to wear (Credit - Differentiation),
Robinson Department Store PCL.
>> 2005 - 2008
Vice President - Merchandising,
Robinson Department Store PCL.
>> 2008 - Present
Vice President - Marketing,
Robinson Department Store PCL.
Remark *Including shareholding in the company by spouse and minor child
Annual Report 2010
Robinson Department Store Public Company Limited
Good Corporate Governance Conclusion on compliance with the Good Corporate Governance of the year 2010 In 2010, the Company was rated as 5 symbols (or excellent) The Board of Directors and the Company’s executive officers
which is the highest rank of the corporate governance survey
are determined to formulate and develop good corporate
of Thai Institute of Directors. Moreover, the Company was
governance level to be the key foundation for business
awarded as outstanding enterprise for every Robinson stores
operation, so as to gain universal acceptance, to be transparent
for 4 consecutive years. This is the testament showing that the
and ethical for business operation, and to be responsible for
Company is always committed towards being attentive and
stakeholders of the Company which includes shareholders,
placing emphasis on labour relation with its employees.
employees, customers, business alliances and societies. Therefore, the Company conducts its business in compliance with corporate governance principles and the guidelines lay down by the Securities and Exchange Commission (SEC). The Company is determined to apply corporate governance as
The development on corporate governance of the Company in 2010 is divided into 5 categories, the detail of which appears as follows The Rights of Shareholders
its guiding principle for efficient business management, value-added business reinforcement, and sustainable business
The Company has been striving to enhance the efficiency of
growth enhancement.
distribution of necessary news and information procedure to ensure that shareholders will receive sufficient and accurate
Good Corporate Governance and Business Code of Conduct The Company issued a written good corporate governance practices and code of conduct in 2006. The content covers structure, duties and responsibilities of the Board of Directors
information on the Company in a timely manner. Shareholders can use their rights to protect their interests by asking, commenting, recommending and voting in the Meeting of Shareholders.
and sub-committees including right and equality of shareholders,
In addition, shareholders and minority shareholders are able to
roles of the Company to stakeholders, transparent disclosure
address their questions, agendas of the meeting and proposal
of information. The Corporate Governance Committee is
of qualified candidates for the Company’s director nomination
responsible for making the policy on corporate governance and
via post to the Company Secretary or E-mail : ir@robinson.co.th.
Business Code of Conduct which are followed by the Committee
In addition the Company informs the shareholders via SET
in order to strictly adhere to. The Committee also regularly
online system. The shareholders can submit information prior
reviews, revises the corporate governance policy and submits
to the meeting of the Board of Directors in order to set the
to the Board of Directors for consideration so as to be in
agendas of the Meeting of Shareholders 3 months in advance.
compliance with the international principle and good practice.
62 / 63
Good Corporate Governance
The Company places an emphasis on arranging the Annual
In each meeting of the shareholder, the Company has neither
General Meeting of Shareholders, including the Extraordinary
additional meeting agendas nor changes on important on
Meeting of Shareholders by adhering to and following the
information without prior notice and the Company has not
practical guidelines of the AGM Checklist provided by the
distributed any documents that contained additional information
Securities and Exchange Commission (SEC).
at the meetings, especially the important agendas that required
The Company Secretary informs the schedule in advance in
shareholders’ times to make consideration. The Company
order to enable all directors to allocate time for the meeting
continuously adheres to this practice.
especially the chairman, chairman of the sub-committee and president. In the meetings in 2010, all of the abovementioned persons attended concertedly.
>> The Rights to receive information The Company clearly and adequately provides shareholders with meeting notices that contain all agenda details, facts and reasons in each agenda along with the board of directors’ opinions such as:
>> Regarding the directors’ remuneration, the Company
proposes the shareholders for approval every year as
well as submits the clear policy and criteria on
remuneration with details showing remuneration by
position, types of remuneration and comparative to
the paid amount of the previous year to the
shareholders for acknowledgement.
>> Regarding the directors appointment, the Company
presents the director candidates’ resume together
with the invitation letter to the shareholders’ meeting.
In voting for director, the Company allows the
shareholders to be able to vote individual person.
>> Regarding
Regarding the minutes of the shareholders’ meeting, the Company provides the minutes both in Thai and English versions with each agenda for complete and clear consideration, the name of directors, executives, auditor and other related persons and the voting result of each agenda in the form of approve, disapprove and abstain. In addition, there is a record of questions and answers raised by the shareholders with the name of the inquirer and the answering director.
>> Arranging the meeting The Company supports shareholders to attend the shareholders’ meeting with no restriction on the right to attend the meetings for shareholders who show up late. The Company facilitates shareholders to attend the meetings both in terms of necessary documents for registration including revenue stamp, venue, food and beverages preparation as well as proper time setting. The shareholders have 2-hour registration period before the meeting. The Company uses computer and bar code system for registration and vote counting for the acceleration and reliability of information. In addition, The Company provides lists of independent directors
auditor appointment and audit fee
who do not have any conflict of interest issues related to the
consideration, the Company presents adequate
agendas to be appointed as proxy. Shareholders are allowed
information of the auditor in order to demonstrate the
to appoint either other persons or the Company’s independent
independence and compare with the audit fee of the
directors as their proxy.
previous year.
>> Regarding dividend payment, the Company gives
adequate and clear details, facts and reasons on the
proposed amount asked for approval including
comparing with the dividend payment of the previous
year.
With regard to the Annual General Meeting of the year 2010, the Company was appraised under the AGM Assessment Project of Thai Investors Association as Excellent.
>> During the meeting
All supporting documents both in Thai and English versions
Before the meeting formally began, Chairman of the Board will
along with the proxy forms, Forms A, B and C, are also posted
explain detail of making up a quorum, voting right, voting
on the Company’s website at least 30 days in advance of
procedures and vote counting clearly to shareholders, whereby,
meeting. Such documents are also sent to shareholders at least
one share is for one vote. In case where the meeting considers
21 days prior to the meeting.
approving the connected transaction, connected person and shareholder who is interested party shall not have a right to vote. By this, the Company’s meeting notice shall provide sufficient
Annual Report 2010
Robinson Department Store Public Company Limited
Good Corporate Governance
information together with financial advisor’s opinion regarding
invitation letter 21 days in advance every year.
the reason of entering into such transaction as supporting
Moreover, the Company prepares all supporting
information for shareholder.
documents both in Thai and English versions so as to
facilitate foreign shareholders.
Voting in every agenda is conducted through computer and bar code systems for shareholders and proxy holders. With transparency and verification, separate voting slips are provided for each agenda item. In every Meeting, shareholders are allowed to freely express their opinions, give suggestions, raise
>> The Company specifies the directors and executives
to report the holding of securities and also the transfer
of securities.
>> The Company also clearly specifies the duties and
responsibilities of the executives and organization units
by prohibiting directors, executives or any persons
who have inside information from disclosing such
information to outsiders on non-engaged persons
which may cause damage to all shareholders, except
if the disclosure is made to the public as specified in
In vote for election of directors, the Company conducts voting
the regulations of the Stock Exchange of Thailand.
procedure to electing each candidate nominated as a director
Any violation shall be subject to disciplinary action
only and also encourages shareholder to apply proxy which
according to the Company’s regulations.
dominated direction of voting (Proxy Form B). Additionally, the
Company provides special proxy for the custodian, foreign
or may cause conflict of interests, connected transactions
institution shareholder (Proxy Form C).
and inter-company transactions, the Company strictly
questions on any agenda item, and timely discussion. Each query shall be considered materially where chairman and management answer clearly with sufficient detailed information on the matters. After that, chairman shall convene the meeting agenda accordingly.
abides by the notification and regulation in case it has
to consider any issue that may cause conflict of
In each meeting, the Company minutes of the meeting accurately and exhibits voting results of each agenda. In addition, the Company also records VDO through the meeting and posts in their website (www.robinson.co.th) within 14 days after the meeting.
>> Regarding the consideration for the issues that cause
interests, related transactions and connected
transactions. In addition, directors who have beneficial
interests shall not participate in consideration of such
matters.
Equitable Treatment of Shareholders
(The Role of Stakeholders in Corporate Governance)
>> The Company adheres to the equitable treatment of
The Company pays great attention to all groups of stakeholders
shareholders, especially minority shareholders shall
to make sure that they are treated fairly and in accordance with
receive the basic rights and other rights equally to
their legal rights as specified in the laws that concern
other shareholders including the equal voting right per
stakeholders and/or through mutual agreements with the
the amount of shareholding.
>> The minority shareholders have rights to propose
Company. In 2010, the Company provides a channel for all stakeholders to contact or complain through email :
qualified candidates for director nomination, to propose
cghotline@robinson.co.th which is direct to the Board of
Directors. The independent directors and the audit committee
agendas and to receive fairness in the Meeting of
Shareholders.
will receive such complain. The Company always reviews and
>> In the shareholders’ meeting, the Company allows
revises its Business Code of Conduct as well as its internal
shareholders who cannot attend the meeting to
communication so as to let executives and employees
appoint either any person or the Company’s independent
understand and realize the ethics standard which the
director appointed by the Company to participate and
Company adopts for its business conduct. The Company also
cast the votes in the meeting. In addition, all shareholders
wishes everybody in the organization strictly adheres as a
are also allowed to make opinions and ask questions
guideline so as to promote the responsibility to stakeholders.
comprehensively.
The Company well realizes that these stakeholders play a great
>> Regarding
role in supporting the Company’s long-term success. The details
the delivery of an invitation letter to
shareholders, as the Company’s practice, it sends the
are as follows:
64 / 65
Good Corporate Governance
>> Shareholders -
The Company is determined to
>> Partners and/or Creditors –
The Company strictly
operate its business and has been striving for steady
observes and adheres to all its obligations to partners
growth in compliance with the good corporate
and/or creditors. It has regulations to prohibit
governance, taking into account sustainable growth
executives or staff from performing any illegal or
in returns for shareholders. The Company places great
unethical practices against partners and/or creditors
emphasis on the rights of shareholders and ensures
by admitting or asking for any properties or benefits.
the equitable treatment of shareholders. The Company
Should there be any evidence or information of
respects shareholders rights to receive necessary
unethical practice the Company or partners and/or
information for making evaluation of the Company’s
creditors must inform or disclose such information for
management by disclosing operating performance,
joint consideration to find a solution to the problem in
operating financial status, and other supporting reli
order to prevent any losses which may occur in the
able information in a timely manner in order to enhance
future.
the transparency and fairness to shareholders.
>> Customers –
>> Employees -
The Company attempts to create
In 2010, the Company promoted the
customer satisfaction by providing fine quality products
compliance with the good corporate governance
that meet customers’ demands at reasonable price
at the employee level by using the print media “Hello
as well as excellent service. It also conducts its
Robinson” as a medium to build understanding and
business rightly and equitably. The Company has a
determine a guideline for good practice more closely
strict policy of preventing the confidential information
and thoroughly. Furthermore, the Company focused
of customers. Customers have a chance to make
on development a good relationship between employees
complaints or queries at all time.
and the Company continuously by treating employees
>> Competitors
according to the rules of labour and welfare laws,
framework, rules and ethics of fair competition, and
–
The Company abides by the
strictly respecting individual rights, and providing
will not destroy the reputation of its competitors
proper remuneration and welfare benefits in comparison
through pricing strategy or any unethical strategies.
with those in the same business group, such as:-
>> Community and Environment –
establishing provident fund and savings cooperative,
a policy to continually support activities which are
endowing scholarship to employees’ children who
beneficial to the community and environment. It will
demonstrate excellent academic, and providing
not take any illegal action or support any illegal action
annual medical check-up for employees, etc.
which is harmful to the natural resources and
The Company set up a working unit particularly
community.
responsible for staff welfare benefits at all branches to
ensure that the Company’s staff as well as the sales
staff employed by our business partners receives
a fair treatment from the Company, while working in
a proper and safe environment. In addition, the
Company stresses the importance of developing
potential of human resources in knowledge, mental
health and morality. Staffs at all levels have opportunity
to receive skill enhancement thoroughly and
continually. Various activities have been organized for
staff to promote teamwork and create pleasant
atmosphere.
Annual Report 2010
The Company has
Disclosure and Transparency
>> The Company has regularly had the disclosure of
information
including financial reports and business information that
is accurate, complete, transparent, equitable, and on a timely basis through the communication channel of the SET
and the Company’s website www.robinson.co.th.
>> The Company has revised its contents of the investors
section, Company’s website to make its more appealing
and the information is easily accessible in order to provide
an important channel for shareholders and investors to
study the Company’s information. The Company also
added more information which the investors are interested
Robinson Department Store Public Company Limited
Good Corporate Governance
in whereby the said information does not have any effect
opinion that such financial statements were prepared in
to the competition status of the Company.
accordance with Thai General Accepted Accounting
Principles through the adoption of the appropriate
accounting policy and consistent practice of that policy,
including the disclosure of substantial information in the
Notes to the financial statements of the Company and its
>> For investor relations, the Company assigns the investor
relations section, the financial management and investor
relations division, along with the President and Vice
President - Finance to be responsible for duties related to
investor relations in order to communicate important and
beneficial information to the institutional investors,
shareholders, stock analysts, press and general public and
to quarterly report the activities on investor relations to the
meeting of the Board of Directors. In this year investor
relation activities were as follows:-
1. Company visits by investors and analysts, including
subsidiaries.
Responsibilities of the Board Board Composition In 2010 the Company has currently 4 independent directors which account for one-thirds of the board. As a result, the board composition leads to proper clarity in checks-and-balances system.
conference calls were in total of 92 companies or
persons which was equivalent to 67 times (Remark:
The Annual General Meeting of the year 2010, on 22 April 2010
the number of time was counted by the number of
had a resolution to appoint one new director, that is, Mr. Kanchit
company or person that visited the Company)
Bunajinda according to the recommendation of the Nomination
Investor Conference and Road Show/Non Deal
and Remuneration Committee
2.
Road Show were in total of 7 times
3. Opportunity Day was 3 times
4. Analyst Meeting was 1 time
In addition, each of the current board of directors has diversified qualification in both skills and professional working experiences of retailing and department store business management, including
Investors can contact the Company’s investor relations section by
Contact person : Ms. Jiraphan Thongtan
high proficiency and expertise on accounting, finance and law. The board of directors comprises 12 members including:
- Executive Director
1 person
- Non-Executive Directors
7 persons 4 persons
General Manager – Finance and
investor relations
- Independent Directors
Robinson Department Store Public
Independent Directors are 33.3%
Address :
Company Limited
139 5th Floor, Ratchadapisek Road,
Role and Responsibility of the Board
Dindaeng, Dindaeng, Bangkok
The board of directors’ authority and responsibilities include:
10400
Telephone :
02 248-2626 ext 732, 733
>> To
Fax :
02 642-3353
carry out the Company’s activities responsibly,
carefully and honestly in accordance with governing laws,
the Company’s objectives and Article of Association, as
well as the resolutions of the Board, and of the shareholder
meeting. Directors shall consider the interest of every
board of directors is responsible for consolidated financial
shareholder fairly and act like a reasonable man in such
statements of the Company and its subsidiaries (approved
business going to do in the same circumstance.
by the Company’s auditor) as well as financial information
>> To determine vision, mission, plan and annual budget of
presented in the annual report. The Company’s board of
the Company by continuously following up the outcome
directors appoints the audit committee which consists of
of each operation so as to make sure that the operation is
an independent committee responsible for the quality of
in accordance with the settled goal and able to handle any
financial reports and internal control system. For the year
possible obstacles on time.
2010 financial report, the board of directors had the
E-mail:
ir@robinson.co.th
>> Regarding the quality of financial reports, the Company’s
66 / 67
Good Corporate Governance
>> To consider and approve any important transactions under >> To perform any other duty related to the Company’s business as assigned by the shareholders.
the scope of duties of the Board according to the laws and Article of Association of the Company including considering
The number of board position
and approving an investment of assets with the amount
The Company defines limit of the number of board positions
above Baht 200 million per investment.
that a director can hold which shall not exceed 5 positions
>> To appoint any sub-committees in order to support the
during his/her tenure in order for director to have time to attend
work under the responsibility of the Board as deemed
the meeting for following up the Company’s business
appropriate and necessary by following up the operation
performance. While, the Company’s president shall limit to
of the sub-committees continuously.
be the president of a listed company only in order for he/she
Independent directors should exercise independent
to have sufficient time to conduct the business operation.
>>
discretion in the formulation of strategies, management of work and resources, appointment of directors, and determination of business standards. They should also be ready to disagree with management team members and other directors on matters that may affect the equality of each shareholder.
>> To disclose information to shareholders and all stakeholders
Furthermore, the Board specified the directors, executives and related persons to disclose information on interest on 31 December of every year as well as specified the directors and executives to disclose on the holding of securities and also the change to the Company Secretary every time. Sub-committee and Company Secretary
accurately, completely, transparently, accountably and on
The Company has the additional Committees, appointed by
time.
the Board which considers necessary and appropriate, with
>> To provide efficient and effective internal control system and internal audit.
>> To provide appropriate and efficient risk management which can assess, follow up and manage risk.
the objective to take care of specific duties which expertise is needed to consider and review on the assigned work as its delegation. The Committees shall report their duties to the Board according to regular schedule. Moreover, the Board also
>> To obtain the Company secretary to monitor any activities
appointed the Company Secretary as specified in the Securities
of the Board and assist the Board and the Company’s
and Exchange Act B.E. 2551 (A.D. 2008). At present the
conduct to be in accordance with related laws and
Company has sub-committee appointed by the Board as
regulations.
follows:
>> To have a business code of conduct of the directors,
1. Audit Committee the structure of audit committee
executives, and employees as a standard for business
comprises of not fewer than 3 independent directors and
operation of the Company.
one of them, at the minimum, must possess the knowledge
>> To make the operation in accordance with the good corporate governance and support the acknowledgement
of finance and/or accounting.
2.
of everybody in the Company so as to strictly comply with it.
Nomination and Remuneration Committee the structure of the committee comprises of 2 independent directors as
>> To obtain a clear and transparent connected transaction. >> To obtain a clear process regarding a report of the audit
minimum, where the proportion of independent director shall not less than two-third of the committee and being
committee to the Board. When finding or suspecting about
the chairman of the committee.
transaction or action which may have any material effects
3. Risk Management Committee the structure of the
to the Company’s financial status and the operation, the
committee comprises of independent directors not fewer
Board shall correct such transaction or action within the
than half of the total directors and the independent director
time the audit committee deems appropriate.
shall be the chairman of the committee.
>> To provide a succession plan of the high level executive of
4. Corporate Governance Committee the structure of the
the Company.
committee comprises of independent directors not fewer than half of the total directors and the independent director shall be the chairman of the committee.
Annual Report 2010
Robinson Department Store Public Company Limited
Good Corporate Governance
5.
Company Secretary The Board appointed Vice President
Of the Board Meeting, the chairman of the Board, President,
-Finance to be responsible as Company Secretary as
and corporate secretary set the meeting agenda and all
prescribed by law.
important issues together including the Company and its subsidiaries’ acquisition or disposal of assets which is
The Board Meeting The Company’s Board of Director Meetings is held on regular basis, at least 1 meeting in every quarter and not less than 5 meetings per year. Hence, the Board has set its meeting schedule in advance for every quarter and sends notice of the meeting along with a meeting agenda and meeting documents of each agenda to each director in advance of the meeting date so that the directors have sufficient time for their consideration. In the event that queries are raised from director, each director has their right to examine the meeting document and other important documents and the management shall state it clearly. In 2010, there were 5 Board of Director Meetings.
significantly impact on the Company, investment project, as well as connected transactions, in such case, these issues shall be proposed to the board of executive directors and/or audit committee for their consideration and state their opinion before propose to the Board. In addition, the Board assigned the audit committee to opine on the major inter-company transactions and to consider the appropriateness of the transaction by taking the highest interest of the Company into highest consideration. Furthermore, it also regularly disclosed such information in every quarterly financial statements, Form 56-1 and annual report. In the agenda that one of the director who has interest in transaction shall be in the meeting room before the Board consider and make decision on that agenda.
Details of the meeting attendance of each board and each committee in 2010 are as follows:
Meeting Attendance of each board/committee (time)
Nomination
Directors’ Name
Board of
Board of
Executive
Audit
Directors
Directors
Committee
1. Mr. Sudhisak Chirathivat
and
Corporate Risk
Remuneration Governance Management Shareholders’ Committee
Committee
Committee meeting
5/5
5/5
- - -
-
2. Mr. Sudhitham Chirathivat 5/5
5/5
-
-
0/1
3. Mr. Prin Chirathivat
5/5
5/5 -
-
-
1/1
1/1 -
-
0/1
1/1 - -
1/1
4. Mr. Tos Chirathivat
5/5
5/5
-
5. Mr. Preecha Ekkunagul
5/5
5/5
-
- - 6/6 1/1
6. Mr. Piya Nguiakaramahawongse
4/5
-
-
-
-
1/1
7. Mr. Pandit Mongkolkul
5/5
- - -
1/1 -
1/1
8. Mr. Kanchit Bunajinda(1)
4/5 - - - - -
0/1
9. Mr. Somchai Apiwattanaporn
4/5 -
4/4
-
1/1
10. Mr. Phibul Phatharodom
4/5 -
3/4 -
1/1 -
1/1
11. Mr. Vithaya Chavananand
5/5
-
4/4
12. Mr. Charan Mongkolchan
5/5 -
4/4
1/1
1/1
-
1/1 - -
6/6 1/1
- 6/6
1/1
Remark : Appointment of the director during the year (1) The meeting of the shareholder no. 1/2010 resolved to appoint 1 new director which was Mr. Kanchit Bunajinda on 22 April 2010.
68 / 69
Good Corporate Governance
Board Self Assessment
Board and Management Training
The Company conducts self-assessment for the Board of
The Company encourages each director including the
Directors and Audit Committee every year.
Company Secretary to attend a course from Thai Institute of Directors and training from other institutions in order to increase
The Company delivers self-assessment form of the Board of Directors to each director and the Company Secretary is the collector and presents the assessment result to every director to improve and develop the performance of the Board of Directors to be more effective.
their caliber and bring back to improve the Company’s corporate governance appropriately. In 2010, 92% of the directors in the Board have attained the certificate from Thai Institute of Directors. The Company proposed a course to the directors who has not
With regard to the performance assessment of the President,
attended the course yet. However due to having another
it is the responsibility of the Board of Executive Directors.
important mission, some directors has not attended the said
The assessment result shall be presented to the Nomination
course. The Company will deliver the course schedule in
and Remuneration Committee and the Board of Directors for
advance for the directors’ consideration so as to be able to
further acknowledgement.
manage their time. The Company has determined president and senior vice president to establish his/her succession plan and report the progress to the Board of Executive Directors.
Annual Report 2010
Robinson Department Store Public Company Limited
Corporate Social Responsibility The Company has a policy about social responsibility by motivating its employees of each branch in every level to realize the importance of community, society and environment through its internal public relation. Also, the Company wishes to contribute back to the society and community; therefore, it has continuously arranged many campaigns reflecting social and environmental responsibility. In 2010, the Company focused on 3 categories of activities which are:
1. Support for education : the Company foresees the
to National Cancer Institute. In the previous year, the
importance of Thai juveniles’ education. To let them receive
Company contributed money under the “Central Care for
quality education, the Company has kept on the “Robinson
Health” project towards building construction and renova-
Realized 83 Dreams for 83 Schools” project, of which
tion the Police General Hospital. In addition, the Company
objective is to support school supply for schools in need.
realized the hardship of flood victims so it donated the
This project has been launched for 3 years so as to pay
money as well as set the donation box in every Robinson
back to society as well as to pay homage to His Majesty
Department Store.
the King under the “Do good deeds for His Majesty the
3. Support for environmental preservation : Realizing
King” project. The Company donated money for education
the significance of environmental preservation, in the
support and renovated schools. Its management team
previous year the Company launched a campaign to
together with voluntary employees jointly carried on the
reduce the plastic bag usage and change to tote bag
said project all the previous year.
under the “Returning Green Space to Thailand with
2. Support for communities and society : The Company
Robinson Live Green Bag” campaign, to make Thai people
continuously cooperated with government and public
help reduce global warming by reducing the use of plastic
agencies by supporting the National Blood Center,
bags. Furthermore, since nowadays Thai elephants
Thai Red Cross. For example, it informed about the
become almost extinct which may affect the Thai
annual blood donation, supported employees, in the
ecological system, the Company, concerning about this
central office and each branch, to donate blood and gave
issue, in collaboration with Arrow organized the “ARROW
support to Provincial Red Cross in the province where the
- Robinson Bring Elephant Back Home” campaign and
Company has a store, etc. In addition, the Company
thereafter donated the money to the “Elephant Reintroduction
participated in the “Woman’s Cancer” campaign to cheer
Foundation” and released elephants to the wild as a tribute
up and to give bright smiles to women cancer patients by
to Her Majesty Queen Sirikit. In 2010, the Company released
purchasing the medical equipment “Digital Mammogram”
3 elephants under this campaign.
70 / 71
Report of the Audit Committee Dear Shareholders of Robinson Department Store Public Company Limited, The Audit Committee comprises of 4 independent knowledgeable persons including Mr. Somchai Apiwattanaporn, the chairman of the Audit Committee, who has adequate expertise and experience to review the creditability of the financial statements. In 2010, the Audit Committee held 4 meetings, details of which are as follows:
Name 1. Mr. Somchai
Apiwattanaporn
2. Mr. Phibul
Position
Number of meetings
Chairman
4/4
Phatharodom
Audit committee
3/4
3. Mr. Vithaya
Chavananand
Audit committee
4/4
4. Mr. Charan
Mongkolchan
Audit committee
4/4
In each meeting, the Audit Committee consulted with the management, auditors and internal auditors according to the appropriate agendas, reported their opinion and offered suggestions as deemed necessary. The Audit Committee reported the operating results to the Company’s Board of Directors every quarter which were concluded as follows:
Accuracy, completeness and creditability of
Adequacy of the internal control system and
the financial reports
internal audit
The Audit Committee reviewed the quarterly and annual
The Audit Committee supervised internal audit to be
financial statements of the year 2010 and jointly considered the
compliance with professional standards by adopting the risk
reviewed results with the management and auditors by
assessment method and internal control system in accordance
considering the completeness and creditability of disclosure of
with COSO standard and utilizing computer program supporting
financial information, any risk issues, relevant accounting
audit in order to improve the efficiency of the performance
standards or changes in accounting standards, financial and
process and the adequacy of the internal control system. The
accounting internal control systems and information system.
committee also considered the annual audit plan, report on
The Audit Committee opined that the quarterly and annual financial statements were reasonably accurate in all material respects according to the generally accepted accounting principles and adequately disclosed the important information, connected transactions, and transactions which may lead to conflicts of interests. In addition, there was a preparation plan
auditing result of the office of internal audit, followed the solution continuously and made recommendations to the office of internal audit control and the management in order to improve the performance. The Audit Committee, in addition, considered and supported workforce and ongoing personnel development of the office of internal audit.
for the change of the Thai accounting standards to
The Audit Committee opined that the internal control system
international accounting standards.
and internal audit was adequate and approved the annual audit plan, report on auditing result of the office of internal audit and
Annual Report 2010
Robinson Department Store Public Company Limited
Report of the Audit Committee
reported the results on the following of processes and systems
performance is satisfying. The Audit Committee also considered
for the Management to improve the performance according to
the independence, reasonableness of remuneration for auditing
the points the internal auditors found.
Compliance with the law on securities and exchange, the regulation of the Stock Exchange, or the laws relating to the Company’s business The Audit Committee consistently reviewed the Company’s compliance subjected to the Securities and Stock Exchange Act, Regulations of the Stock Exchange of Thailand, and other laws related to the Company’s business including to the obligations which the Company has with the third party.
fees, readiness of conducting audits in accordance with auditing standards, and proposal of auditing report; then, they proposed to the Company’s board the further appointment of KPMG Phoomchai Audit Ltd. as the Company’s Auditors for the year 2011 with remuneration to the amount of Baht 3,660,000. Remuneration for the Auditors of subsidiaries was Baht 1,700,000. Total remuneration for the Company and its subsidiaries was Baht 5,360,000 (Baht five million three hundred and sixty thousand) which was equal to the auditing fees of the year 2010. This will be submitted to the shareholders’
The Audit Committee opined that the lists that the Company
meeting for the approval.
has to comply with the law on securities and exchange, the
Self-assessment of the Audit Committee
regulation of the Stock Exchange, or the laws relating to the
From the self-assessment on the Audit Committee’s
Company’s business are accurately and completely complied
performance for the year 2010 in 5 categories i.e. composition
with.
of the Audit Committee, training and resources, meeting,
Transactions which may lead to conflicts of interests
activities of the Audit Committee and relationship with the
The Audit Committee considered connected transactions, and
senior vice president (internal audit), auditor and the
transactions which may lead to conflicts of interests to be in
Management on 15 February 2011, the assessment showed,
compliance with laws and regulations of the Stock Exchange
in summary, complete performance or was in an excellent
of Thailand in order to ensure that the said transactions are
level with the average point of 94.15%.
reasonable and for the highest benefit of the Company.
In conclusion, the Audit Committee completely performed their
The Audit Committee opined that the considered connected transactions are reasonable and of the highest benefit of the Company
Risk management The Audit Committee reviewed the risk management policy and risk management plan of the year 2010 as well as consistently acknowledged the progress report on the performance under the plan of the risk management working team which was reviewed and revised to be appropriate to the situation. The Audit Committee opined that the Company had the appropriate and sufficient risk management system.
duties in accordance with the charter of the Audit Committee approved by the Board of Directors. The Audit Committee, moreover, opined that the Company has accurate, appropriate and reliable procedures for making financial reports and the disclosure of information, as well as appropriate and efficient internal control, internal audit and risk management systems. The Company has complied with the laws, regulations and obligations, carefully considered the entry of connected transactions, sufficiently, transparently and accountably complied with the Good Corporate Governance practices and continuously developed the operation system for betterment and in accordance with the business environment.
Good Corporate Governance The Audit Committee continuously fosters and follows up the progress of the Good Corporate Governance practices including provides suggestions necessary for improving such practice. The Audit Committee opined that the Company should continuously develop and improve the Good Corporate Governance practices.
Mr. Somchai Apiwattanaporn Chairman of the Audit Committee 15 February 2011
Consideration, Selection and appointment of auditor The Audit Committee assessed the performance of the year 2010 which was the second year of this auditor. The overall
72 / 73
Statement of the
Directors Responsibility The Board of Directors is responsible for financial statements of Robinson Department Store Public Company Limited and its subsidiaries. The financial statements and information set out in Annual Report have been prepared in compliance with the generally accepted accounting principles in Thailand and other appropriate and consistent accounting policies and with careful consideration. Thus the Company has disclosed all important information in the Notes under the Financial Statements, in a proper and highly transparent manner. The Board of Directors provides and maintains appropriate and efficient internal control systems, ensuring that all accounting records are accurate, complete and sufficient to protect the Company’s assets. In this regard, the Board of Directors has appointed the Audit Committee, comprising independent directors, to review the financial reporting and internal audit procedures. The Audit Committee’s Report is presented accordingly in this Annual Report. The Board of Directors agrees that the overall internal control systems of Robinson Department Store Public Company Limited are satisfactory and creditable rationally for reliability on the financial statement of Robinson Department Store Public Company Limited and its subsidiaries for the year ending 31 December 2010.
Annual Report 2010
Mr. Sudhisak Chirathivat
Mr. Preecha Ekkunagul
Chairman
President
Robinson Department Store Public Company Limited
Inter-Company Transactions During 2010, the Company and its subsidiaries enter into inter-company transactions with related companies or persons that may cause conflict of interest. These businesses may be related by being the shareholder or having joint shareholder or joint director, details of which are disclosed in Note 4 of the Company’s financial statement. Details of major inter-company transactions during the year ended 31 December 2010 can be summarized as follows: Details of Major Inter-Company Transactions List of the Company’s expenses
Transaction
Related Company
Relationship with
Transaction value (Million Baht)
Joint-Shareholders and/or Joint Directors
Associated Company
Major Shareholders
2010 2009
Expenses Merchandising
CRC Sport Co., Ltd
Payment
Central Department Co., Ltd.
Power Buy Co., Ltd.
Central Trading Co., Ltd.
Textral Textile Co., Ltd.
Central Central Garment Factory Co., Ltd.
Rental/ Service
Group of Central Pattana Pcl.
Tiang Chirathivat Co., Ltd.
Central Department Co., Ltd.
Central Retail Corporation Co., Ltd.
Management Fees
Central Retail Corporation Co., Ltd.
RIS Co., Ltd.
Harng Central Department Co., Ltd.
Utilities
Group of Central Food Retail Co., Ltd.
799.90
745.26
122.31
119.33
86.33
84.22
71.46
44.79
66.19
57.89
Expenses
Group of Central Pattana Pcl.
Sales
Central Retail Corporation Co., Ltd.
Promotion
Group of Central Pattana Pcl.
Expenses
Central Online Co., Ltd.
74 / 75
Inter-Company Transactions
List of the Company’s income
Transaction
Related Company
Relationship with
Rental / Service
Power Buy Co., Ltd.
CRC Sport Co., Ltd.
Central Department Co., Ltd.
Group of Central Food Retail Co., Ltd.
CRC Power Retail Co., Ltd.
B2S Co., Ltd.
Office Club (Thai) Co., Ltd.
Central Watson Co., Ltd.
RIS Co., Ltd.
Group of Central Restaurant Group Co., Ltd.
(Auntie Anne’s, Pizza Hut, Mister Donut, KFC)
Utilities
Power Buy Co., Ltd.
income
CRC Sport Co., Ltd
C.D.S. Restaurant Co., Ltd.
Group of Central Food Retail Co., Ltd.
Group of Central Restaurant Group Co., Ltd.
B2S Co., Ltd.
Office Club (Thai) Co., Ltd.
Central Watson Co., Ltd.
RIS Co., Ltd.
Central Trading Co., Ltd.
Financial
Power Buy Co., Ltd.
Services
CRC Sport Co., Ltd
B2S Co., Ltd.
Central Department Co., Ltd.
Sales
Central Retail Corporation Co., Ltd.
Promotion
Group of Central Food Retail Co., Ltd.
Income
B2S Co., Ltd.
Central Trading Co., Ltd.
Textral Textile Co., Ltd.
Central Garment Factory Co., Ltd.
Annual Report 2010
Robinson Department Store Public Company Limited
Transaction value (Million Baht)
Joint-Shareholders and/or Joint Directors
Associated Company
Major Shareholders
2010 2009
444.86
416.08
111.13
110.96
7.21
7.11
26.99
34.43
Inter-Company Transactions
Necessary Inter-company Transactions 1. Normal Business Items
- Merchandise purchases
The Company purchases popular brand products from connected suppliers and acts
as sole distributor of those products. The same merchandising policy is followed with
other suppliers. Prices are negotiated with a view to achieving the highest gross
profit margin. Such products must be currently available in the market and
- Rental and service income
competitive with similar products offered by other department stores.
Specialty stores are run by affiliated companies and connected companies that are
expert in specialty merchandising of specific products that are popular among the
Company’s target customers. Specialty stores are also specially designed in unique,
modern styles in accordance with the Company’s concepts. Compensation is based
either on a percentage of sales or a fixed rate. In addition, the Company provides
space to connected companies to set up international money transferred counter
services.
- Rental and service expenses
These expenses were paid to connected company for space rental in mall with the
justified condition and reasonable price.
This source of income is derived from a utility service provide for traders or tenants
- Utilities Income
in department store area as normal business operation. The price is in accordance
with market price and the principle of normal business practice.
2. Normal Business Supporting Items
- Income from financial services
This source of income is derived from affiliates who use the Company’s secure room
to store their cash receipts during the day. The service is a general service to be
offered by other department stores in order to facilitate their traders or tenants. The
service fee charged to those related parties are at the same rates charged to other
tenants and/or business partners
Collected from the Company’s affiliates and subsidiaries for department store
- Management fee income
management, merchandising, marketing and use of the Robinson brand. The rate is
based on a percentage of sales and/or other income, as per each joint venture
agreement.
Collection of sales promotion from related companies for purchasing the Company’s
- Sales promotion income
products and services
Paid to connected company for accounting and financial management services,
- Management fee expenses
human resources, legal issues, and tax. The service provider is of specialized
management expertise, so as to enable the Company to efficiently and effectively
minimize related costs.
Paid to connected company for a management fee regarding sales promotion.
-
Sales promotion expenses
The service provider is of specialized management expertise, so as to enable the
Company to efficiently and effectively minimize related costs.
76 / 77
Inter-Company Transactions
Measures and procedures for approval of inter-company transactions The Company and its subsidiaries act in compliance with
line and relating to such affair. The responsible persons and
regulations of the Stock Exchange of Thailand and the
persons relating to the transactions shall consider whether the
notification of the Capital Market Supervision Board on criteria,
transaction is reasonable and in accordance with normal busi-
procedure and disclosure of connected transactions of listed
ness and shall take the highest interest of the Company and of
companies under the supervision of the Board of Directors and
the shareholders into consideration as if it were the transaction
the Audit Committee.
with the third party.
The Board of Directors approved in principle about entry into
The Company defines the scope of duties and approved finan-
transactions between the Company and its subsidiaries and
cial amount of every executive clearly in writing and separates
connected persons which are the normal business items and
duties which may cause corruption.
normal business supporting items. Other transactions which do not fall into the general commercial terms shall be in compliance with the criteria of the Stock Exchange of Thailand and the notifications specified by the Capital Market Supervisory
Furthermore, entry into the said transaction shall be examined by the internal audit agency including the consideration by the audit committee, which opines that the said transaction has a reasonable and fair price as well as has the same condition as
Board.
the market price, so as to ensure that such considered con-
Transaction between the Company and connected persons has
nected transaction is transparent, reasonable and in compliance
to pass the approval process under the Company’s order on
with laws and regulations of the SEC and the Stock Exchange
working practice like normal transactions. It has to pass the
of Thailand
consideration from authorized persons under the responsible
Future policy and trends for inter-company transactions Since the transactions with persons relating to the Company are a necessary part of department store operation regularly, the Company and its subsidiaries will continue their inter-company transactions. Such transactions will be strictly conducted in compliance with the Stock Exchange of Thailand rules and regulations on criteria for connected transaction. The pricing policy for inter-company transactions has been adhered to the same principle as in the previous year, as follows:
List of items
Pricing policy
Sale of goods
Market prices should not be lower than the cost of goods.
Interest income/Interest expense
Minimum loan rates or saving rates or fixed deposit rate of certain local
financial institutions plus 0% to 2.5% per annum depending on finance cost
of each company
Rental and service income
Certain percentages of sales with a reference to the related market prices or
fixed amount.
Sales promotion income
Contractually agreed prices
Utility income
Contractually agreed prices
Management fees income
Certain percentages of sales or fixed amount. Contractually agreed prices Contractually agreed prices Contractually agreed prices As defined by the nomination and remuneration committee which does not exceed the amount approved by the shareholders
Rental and service expenses Sales promotion expenses Management fee expenses Director remuneration
Annual Report 2010
Robinson Department Store Public Company Limited
General Information Robinson Department Store Public Company Limited Registration number
010753600412 (previous number Bor Mor Jor 115)
Operates department stores under the name “Robinson”. The company currently has 23 branches around the country, comprising 9 branches in Bangkok and 14 provincial branches. Registered Share Capital
Baht 3,942,847,022.15 (1,110,661,133 common shares)
Paid-up Share Capital
Baht 3,942,847,022.15 (1,110,661,133 common shares)
Par Value
Baht 3.55
Head Office
139 5th Floor, Ratchadapisek Road, Dindaeng, Dindaeng, Bangkok 10400
Tel. 02-248-2626 Fax. 02-642-3353
Share Registrar
Thailand Securities Depository Co., Ltd.
62 The Stock Exchange of Thailand Building,
4th & 7th Floor, Ratchadapisek Road, Klongtoey, Klongtoey, Bangkok 10110
Tel. 02-229-2800 Fax. 02-359-1262-3
Auditor
KPMG Phoomchai Audit Co., Ltd.
50th - 51st Floors, Empire Tower, 195 South Sathorn Road
Yannawa, Sathorn, Bangkok 10120
Tel. 02-677-2000 Fax. 02-677-2222
Auditor : Ms. Bongkot Amsageam – CPA no. 3684
Company’s Website
www.robinson.co.th
78 / 79
General Information
Store Location >> ROBINSON DEPARTMENT STORE
PUBLIC COMPANY LIMITED THANONRATCHADAPISEK BRANCH
>> ROBINSON DEPARTMENT STORE
PUBLIC COMPANY LIMITED RANGSIT BRANCH
139 1st - 4th FLOOR RATCHADAPISEK ROAD,
94 PHAHOLYOTHIN ROAD, PRACHATIPAT,
DINDAENG, DINDAENG, BANGKOK 10400
THANYABURI, PATHUMTHANI 12130
Open: Mon-Fri 10.00 – 22.00
Open: Mon-Fri 10.30 – 21.00
Sat, Sun and Public holidays 10.00 – 22.00
Sat, Sun and Public holidays 10.00 – 21.00
>> ROBINSON DEPARTMENT STORE
>> ROBINSON DEPARTMENT STORE
PUBLIC COMPANY LIMITED RAMINTRA BRANCH
259 SUKHUMVIT ROAD, NORTH KLONGTOEY,
591 RAMINTRA ROAD, KANNAYAO,
WATTANA, BANGKOK 10110
KANNAYAO, BANGKOK 10230
Open: Mon-Fri 10.00 – 22.00
Open: Mon-Fri 11.00 – 21.00
Sat, Sun and Public holidays 10.00 – 22.00
Sat, Sun and Public holidays 10.00 – 21.00
PUBLIC COMPANY LIMITED SUKHUMVIT BRANCH
>> ROBINSON DEPARTMENT STORE
PUBLIC COMPANY LIMITED BANGRAK BRANCH
>> ROBINSON DEPARTMENT STORE
PUBLIC COMPANY LIMITED LADYA BRANCH
1522 NEW ROAD, BANGRAK, BANGRAK,
99 LADYA ROAD, SOMDEJCHAOPRAYA
BANGKOK 10500
KLONGSARN, BANGKOK 10600
Open: Mon-Fri 10.30 – 22.00
Open: Mon-Fri 10.00 – 21.00
Sat, Sun and Public holidays 10.30 – 22.00
Sat, Sun and Public holidays 10.30 – 21.00
>> ROBINSON DEPARTMENT STORE
>> ROBINSON DEPARTMENT STORE
PUBLIC COMPANY LIMITED BANGKAE BRANCH
PUBLIC COMPANY LIMITED RATTANATHIBET BARNCH
615 PHETKASEM ROAD, BANGWA, PHASICHAROEN,
68/100 MOO 8 RTTTANATHIBRT ROAD, BANGKASOR
BANGKOK 10160
MUAHGNONTHABURI , NONTHABURI 11000
Open: Mon-Fri 11.00 – 21.00
Open: Mon-Fri 10.00 – 22.00
Sat, Sun and Public holidays 10.30 – 21.00
Sat, Sun and Public holidays 10.00 – 22.00
>> ROBINSON DEPARTMENT STORE
>> ROBINSON DEPARTMENT STORE
PUBLIC COMPANY LIMITED SRINAKARIN BRANCH
PUBLIC COMPANY LIMITED SRIRACHA BRANCH
55/1 SRINAKARIN ROAD, NHONG BORN, PRAVEJ,
90/1 SUKHUMVIT ROAD, SRIRACHA,
BANGKOK 10250
SRIRACHA, CHONBURI 20110
Open: Mon-Fri 10.30 – 21.00
Open: Mon-Fri 10.30 – 21.00
Sat, Sun and Public holidays 10.00 – 21.00
Sat, Sun and Public holidays 10.00 – 21.00
Annual Report 2010
Robinson Department Store Public Company Limited
General Information
>> CR
UDORNTHANI (THAILAND) CO.,LTD.
>> CR
RATCHABURI (THAILAND) CO.,LTD.
265 SRISURIYAWONG ROAD, MUANG RATCHABURI
MUANG UDORNTHANI, UDORNTHANI 41000
RATCHABURI 70000
Open: Mon-Fri 11.00 – 21.00
Open: Mon-Fri 11.00 – 21.00
Sat, Sun and Public holidays 10.00 – 21.00
Sat, Sun and Public holidays 10.30 – 21.00
277/2 PRAJAKSILPAKOM ROAD,
>> CR
PHUKET (THAILAND) CO.,LTD.
>> CR
CHANTHABURI (THAILAND) CO.,LTD.
22/107 MOO 7 CHANTANIMIT, MUANG CHANTHABURI,
Open: Mon-Fri 10.30 – 22.00
CHANTHABURI 22000
Sat, Sun and Public holidays 10.30 – 22.00
Open: Mon-Fri 11.00 – 21.00
Sat, Sun and Public holidays 10.00 – 21.00
36 TILOKUTIS 1 ROAD, MUANG, PHUKET 83000
>> CR
>> ROBINSON DEPARTMENT STORE
PHUKET (THAILAND) CO.,LTD. ROBINSON OCEAN JUNGCEYLON BRANCH
177 RAT-U-THIT 200 PEE ROAD, PATONG,
PUBLIC COMPANY LIMITED AYUTTHAYA BRANCH
KATU, PHUKET 83150
126 MOO 3 ASIA ROAD, KLONG SUAN PLU,
Open: Mon-Fri 11.00 – 22.00
PHRANAKHONSIAYUTTHAYA,
Sat, Sun and Public holidays 11.00 – 22.00
PHRANAKHONSIAYUTTHAYA 13000
Open: Mon-Fri 10.00 – 21.00
Sat, Sun and Public holidays 10.00 – 21.00
>> CR NAKHON SI THAMMARAT
>> ROBINSON DEPARTMENT STORE
(THAILAND) CO.,LTD.
89/201 PATTANAKARNKUKWANG ROAD, MUANG,
PUBLIC COMPANY LIMITED CHONBURI BRANCH
NAKHON SI THAMMARAT 80000
55/90 MOO 1 , SAMED, MUANG CHONBURI,
Open: Mon-Fri 10.30 – 21.00
CHONBURI 20000
Sat, Sun and Public holidays 10.30 – 21.00
Open: Mon-Fri 10.30 – 21.30
Sat, Sun and Public holidays 10.00 – 22.00
>> CR
HAD YAI (THAILAND) CO.,LTD.
>> ROBINSON DEPARTMENT STORE
9 THAMMANOONVITHI ROAD, HADYAI, HADYAI,
SONGKHLA 90110
PUBLIC COMPANY LIMITED KHONKEAN BRANCH
Open: Mon-Fri 10.30 – 21.00
99/2 SRICHAN ROAD, NAIMUANG
Sat, Sun and Public holidays 10.30 – 21.00
MUANG KHONKAEN, KHONKAEN 40000
Open: Mon-Fri 10.30 – 21.30
Sat, Sun and Public holidays 10.00 – 22.00
>> CR
CHIANG MAI (THAILAND) CO.,LTD.
>> ROBINSON DEPARTMENT STORE
CHIANG MAI, 50100
PUBLIC COMPANY LIMITED TRANG BRANCH
Open: Mon-Fri 10.30 – 21.00
138 PHATTHALUNG ROAD, TUBTIANG,
Sat, Sun and Public holidays 10.00 – 21.00
MUANG TRANG, TRANG 92000
Open: Mon-Fri 11.00 – 21.00
Sat, Sun and Public holidays 10.00 – 21.30
2 MAHEEDON ROAD, HAIYA, MUANG CHIANG MAI,
>> CR
UBONRATCHATHANI (THAILAND) CO.,LTD.
221 CHAYANKOOL ROAD, MUANG
UBONRATCHATHANI, UBONRATCHATHANI 34000
Open: Mon-Fri 10.30 – 21.00
Sat, Sun and Public holidays 10.30 – 21.00
80 / 81
ROBINSON DEPARTMENT STORE PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES
ANNUAL FINANCIAL STATEMENTS AND AUDIT REPORT OF CERTIFIED PUBLIC ACCOUNTANT FOR THE YEAR ENDED 31 DECEMBER 2010 AND 2009
FINANCIAL STATEMENTS
Robinson Department Store Public Company Limited and its Subsidiaries
Balance sheets
As at 31 December 2010 and 2009
Consolidated
Assets
Separate
financial statements Note
2010
financial statements
2009
2010
2009
(in Baht) Current assets
Cash and cash equivalents Current investments
Trade accounts receivable
Short-term loans to related parties
Inventories
Other current assets
Total current assets
5 6 4, 7 4 8 9
Non-current assets
Investments in subsidiaries
Investments in associates
Other long-term investments
Long-term loans to related parties
Property, plant and equipment
10 11 6, 12 4 13
Leasehold rights
14
Other non-current assets
15
Goodwill
Total non-current assets Total assets
3,513,185,533
2,117,665,434
2,907,075,679
1,708,020,461
459,955,853
483,464,910
342,399,174
354,433,943
940,614,246
809,072,147
612,439,354
537,885,738
-
-
349,766,345
5,263,521,977
-
1,428,320,590
29,093,460 -
362,453,296 -
255,940,210
4,028,595,997
-
1,175,380,306
26,250,000 -
2,586,455,901
2,296,311,749
45,397,377
45,397,377
2,558,568,216
340,061,284
2,687,090,149
349,193,879
-
25,797,100
262,918,789
262,430,171 564,228,245
236,274,913
4,150,630,096
3,663,273,471
1,810,227,128
1,247,320,965
29,090,000
26,250,000
332,000,000
61,223,493
1,966,637,005 1,309,057,738 -
136,175,310
332,000,000
61,223,493
1,635,322,622 1,348,982,371 -
140,111,296
6,987,896,828
6,579,623,460
5,644,410,674
4,791,210,747
12,251,418,805
10,608,219,457
9,795,040,770
8,454,484,218
The accompanying notes are an integral part of these financial statements. 2
FINANCIAL STATEMENTS
Robinson Department Store Public Company Limited and its Subsidiaries
Balance sheets
As at 31 December 2010 and 2009
Consolidated
Liabilities and equity
Separate
financial statements Note
2010
financial statements
2009
2010
2009
(in Baht) Current liabilities
Trade accounts payable
4, 16
from related parties
4, 17
Other current liabilities
4, 18
Short-term loans
Income tax payable
Total current liabilities Non-current liabilities
Long-term loan from related party
4, 17
Unearned lease income
Other non-current liabilities
Total non-current liabilities
19
Total liabilities
2,876,845,439 -
2,768,340,860 -
187,796,816
122,981,088
4,046,167,752
3,752,164,536
981,525,497
-
860,842,588
-
38,371,146
45,425,772
51,570,346
59,124,972
13,199,200
13,699,200
1,677,968,859
1,630,234,078
1,205,825,022
1,139,274,441
782,779,241
681,074,373
92,119,721
49,731,848
3,758,692,843
3,500,314,740
113,300,000
113,300,000
833,333 -
114,133,333
3,872,826,176
-
-
113,300,000
4,097,738,098
3,811,289,508
3,613,614,740
3,942,847,022
3,942,847,022
3,942,847,022
3,942,847,022
3,942,847,022
3,942,847,022
3,942,847,022
3,942,847,022
Equity
Share capital
Authorised share capital
20
Issued and paid-up share capital Treasury shares
21
(21,396,923)
Surplus on treasury shares
22
52,318,503
Addition paid-in capital Unrealised surpluses
Fair value changes on investments
-
Retained earnings Appropriated Legal reserve
(39,389,950) -
12,219,522
(21,396,923) 52,318,503 -
(39,389,950) 12,196,397
305,608,000
231,265,000
305,608,000
231,265,000
Unappropriated
3,662,449,441
2,475,548,722
1,621,441,069
654,561,059
equity holders of the Company
7,963,222,966
6,661,880,266
5,922,214,594
4,840,869,478
190,457,741
135,049,683
Treasury share reserve
Total equity attributable to Minority interests Total equity
Total liabilities and equity
22 22
21,396,923
39,389,950
21,396,923
-
39,389,950
-
8,153,680,707
6,796,929,949
5,922,214,594
4,840,869,478
12,251,418,805
10,608,219,457
9,795,040,770
8,454,484,218
-
-
The accompanying notes are an integral part of these financial statements. 3
-
-
FINANCIAL STATEMENTS
Robinson Department Store Public Company Limited and its Subsidiaries
Statements of income
For the years ended 31 December 2010 and 2009
Consolidated
Separate
financial statements Note
2010
financial statements
2009
2010
2009
(in Baht) Income
Revenue from sale of goods Rental and service income
Interest income
Other income
Total income
4 4 4, 24 4, 25
Expenses
Cost of sale of goods Selling expenses
Administrative expenses
4, 27 29
Share of profit of associates
11
Profit before finance costs and income tax expense
Finance costs
Profit before income tax expense Income tax expense
Profit for the year
4, 30
8,722,108,821
151,336,127
18,933,348
165,700,424
746,976,754
16,440,448,960
2,622,698,825
618,830,177 48,079,786
31
Equity holders of the Company Minority interest
32
455,432,226
416,014,588 89,960,668
487,002,486
8,316,924,831
9,841,447,278
6,601,948,045
5,576,633,192
543,221,430
527,315,032
447,760,485
2,423,395,366
49,306,654
192,369,466
2,128,909,455
1,348,680,951
343,181,743
1,264,133,768
7,323,947,089
10,608,383,235
252,940,284
-
456,440,222
14,013,682,213
12,857,370,728
-
1,348,680,951
300,156,093
1,770,535,759 48,079,786
8,947,878,622 -
1,660,504,613 9,773,984
1,650,730,629
163,884,370
1,591,705,708 49,306,654
7,665,406,039 -
651,518,792 8,751,944
642,766,848
163,824,759
1,785,727,712
1,048,524,858
1,486,846,259
478,942,089
1,706,866,968
1,013,308,013
1,486,846,259
478,942,089
1,785,727,712
1,048,524,858
1,486,846,259
478,942,089
1.55
0.92
1.35
0.43
78,860,744
Profit for the year
697,034,666
14,564,479,789
2,128,909,455
Profit attributable to:
Basic earnings per share
12,842,281,973
747,747,978
11,274,871,001 4, 26
Management benefit expenses Total expenses
14,794,388,101
The accompanying notes are an integral part of these financial statements. 4
35,216,845
-
-
3,942,847,022
-
-
-
-
-
-
(39,389,950)
-
(26,592,800)
The accompanying notes are an integral part of these financial statements.
Balance at 31 December 2009
-
21
22
Treasury shares purchased
Reserve for treasury shares
-
-
33
Dividends
-
22
and expense
Transfer to legal reserve
-
-
Total recognised income
-
directly in equity
-
(12,797,150)
shares
3,942,847,022
Treasury
paid-up
share capital
Profit for the year
Net income recognised
recognised in equity
Net change in fair value
Available for sale investments
Unrealised gains
Balance at 1 January 2009
Note
Issued and
12,219,522
-
-
-
-
18,267,522
-
18,267,522
18,267,522
(6,048,000)
changes
Fair value
surpluses (deficits)
Unrealised
Robinson Department Store Public Company Limited and its Subsidiaries
Statements of changes in equity For the years ended 31 December 2010 and 2009
Legal
5
231,265,000
-
-
-
23,948,000
-
-
-
-
207,317,000
reserve
39,389,950
26,592,800
-
-
-
-
-
-
-
12,797,150
share reserve
Treasury
Retained earnings
1,013,308,013
-
-
1,954,601,120
2,475,548,722
(26,592,800)
-
(441,819,611)
(23,948,000)
1,013,308,013
(in Baht)
Unappropriated
Consolidated financial statements Total equity
6,661,880,266
-
(26,592,800)
(441,819,611)
-
1,031,575,535
1,013,308,013
18,267,522
18,267,522
6,098,717,142
the Company
equity holders of
attributable to
135,049,683
-
-
(50,002,897)
-
35,216,845
35,216,845
-
-
149,835,735
interests
Minority
Total
6,796,929,949
-
(26,592,800)
(491,822,508)
-
1,066,792,380
1,048,524,858
18,267,522
18,267,522
6,248,552,877
equity
FINANCIAL STATEMENTS
3,942,847,022
-
-
-
-
-
-
(21,396,923)
-
17,993,027
The accompanying notes are an integral part of these financial statements.
Balance at 31 December 2010
-
21
22
Treasury shares sold
Reserve for treasury shares
-
-
33
Dividends
-
22
and expense
Transfer to legal reserve
-
-
Total recognised income
-
directly in equity
-
(39,389,950)
shares
3,942,847,022
Treasury
paid-up
share capital
Profit for the year
Net income recognised
recognised in equity
Net change in fair value
Available for sale investments
Unrealised gains
Balance at 1 January 2010
Note
Issued and
For the years ended 31 December 2010 and 2009
52,318,503
-
52,318,503
-
-
-
-
-
-
-
treasury shares
6
-
-
-
-
-
(12,219,522)
-
(12,219,522)
(12,219,522)
12,219,522
changes
Fair value
surpluses (deficits)
paid-in capital
Surplus on
Unrealised
Addition
Robinson Department Store Public Company Limited and its Subsidiaries
Statements of changes in equity
Legal
305,608,000
-
-
-
74,343,000
-
-
-
-
Treasury
21,396,923
(17,993,027)
-
-
-
-
-
-
-
39,389,950
share reserve (in Baht)
231,265,000
reserve
Retained earnings
Consolidated financial statements
3,662,449,441
17,993,027
-
(463,616,276)
(74,343,000)
1,706,866,968
1,706,866,968
-
-
2,475,548,722
Unappropriated
Total equity
7,963,222,966
-
70,311,530
(463,616,276)
-
1,694,647,446
1,706,866,968
(12,219,522)
(12,219,522)
6,661,880,266
the Company
equity holders of
attributable to
190,457,741
-
-
(23,452,686)
-
78,860,744
78,860,744
-
-
135,049,683
interests
Minority
Total
8,153,680,707
-
70,311,530
(487,068,962)
-
1,773,508,190
1,785,727,712
(12,219,522)
(12,219,522)
6,796,929,949
equity
FINANCIAL STATEMENTS
22
21
33
22
paid-up
3,942,847,022
-
-
-
-
-
-
-
-
3,942,847,022
share capital
The accompanying notes are an integral part of these financial statements.
Balance at 31 December 2009
Reserve for treasury shares
Treasury shares purchased
Dividends
Transfer to legal reserve
Total recognised income and expense
Profit for the year
directly in equity
Net income recognised
recognised in equity
Net change in fair value
Available for sale investments
Unrealised gains
Balance at 1 January 2009
Note
Issued and
For the years ended 31 December 2010 and 2009
(39,389,950)
-
(26,592,800)
-
-
-
-
-
-
(12,797,150)
shares
Treasury
7
12,196,397
-
-
-
-
18,244,397
-
18,244,397
18,244,397
(6,048,000)
changes
Fair value
231,265,000
-
-
-
23,948,000
-
-
-
-
207,317,000
(in Baht)
Legal reserve
39,389,950
26,592,800
-
-
-
-
-
-
-
12,797,150
Treasury
share reserve
Retained earnings
Separate financial statements
surpluses (deficits)
Unrealised
Robinson Department Store Public Company Limited and its Subsidiaries
Statements of changes in equity
654,561,059
(26,592,800)
-
(441,819,611)
(23,948,000)
478,942,089
-
478,942,089
-
667,979,381
Unappropriated
4,840,869,478
-
(26,592,800)
(441,819,611)
-
497,186,486
18,244,397
478,942,089
18,244,397
4,812,095,403
the Company
equity holders of
Total equity
attributable to
FINANCIAL STATEMENTS
Balance at 1 January 2010
paid-up
Surplus on
21
22
Treasury shares sold
Reserve for treasury shares
3,942,847,022
-
-
The accompanying notes are an integral part of these financial statements.
Balance at 31 December 2010
33
Dividends
-
-
Transfer to legal reserve
(21,396,923)
-
17,993,027
-
-
8
52,318,503
-
52,318,503
-
-
-
-
-
-
treasury shares (in Baht)
-
-
-
-
-
(12,196,397)
(12,196,397)
(12,196,397)
12,196,397
changes
Fair value
305,608,000
-
-
-
74,343,000
-
-
-
231,265,000
Legal reserve
21,396,923
(17,993,027)
-
-
-
-
-
39,389,950
Treasury
share reserve
Retained earnings
-
654,561,059
Unappropriated
1,621,441,069
17,993,027
-
(463,616,276)
(74,343,000)
1,486,846,259
-
22
Total recognised income and expense
-
-
-
(39,389,950)
shares
Treasury
Unrealised
surpluses (deficits)
Separate financial statements
1,486,846,259
-
-
3,942,847,022
share capital
paid-in capital
Addition
Profit for the year
directly in equity
Net income recognised
recognised in equity
Net change in fair value
Available for sale investments
Unrealised gains
Note
For the years ended 31 December 2010 and 2009
Issued and
Robinson Department Store Public Company Limited and its Subsidiaries
Statements of changes in equity
-
5,922,214,594
70,311,530
(463,616,276)
-
1,474,649,862
1,486,846,259
(12,196,397)
(12,196,397)
4,840,869,478
the Company
equity holders of
Total equity
attributable to
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Robinson Department Store Public Company Limited and its Subsidiaries
Statements of cash flows For the years ended 31 December 2010 and 2009
Consolidated
Separate
financial statements
2010 Cash flows from operating activities Profit for the year Adjustments for
Depreciation and amortisation Interest income
Finance costs
Dividend income
Doubtful debts expenses (reversal)
Allowance for obsolete and slow-moving inventories
Reversal allowance for impairment loss on investment Loss (gain) on disposal of plant and equipment
Share of profit of associates
Gain on disposal of current investments
Recognition of unearned lease income
Income tax expense
Changes in operating assets and liabilities Trade accounts receivable
Inventories
Other current assets
Other non-current assets Trade accounts payable
Other current liabilities
Other non-current liabilities
Income taxes paid
Net cash provided by operating activities
financial statements
2009
1,785,727,712 717,752,874
(in Baht)
1,048,524,858 641,724,527
2010
2009
1,486,846,259 488,025,092
478,942,089 410,212,209
(151,336,127)
(18,933,348)
(165,700,424)
(89,960,668)
(262,500)
(8,262,500)
(262,500)
(8,262,500)
16,097,037
11,234,104
-
(324,907,076)
-
18,983,388
(252,940,284) (16,700,966) (8,054,626)
343,181,743
-
1,135,325
-
(1,102,812)
(192,369,466) -
(5,778,282)
300,156,093
2,127,541,175
1,776,328,499
23,534,580
(106,987,335)
(76,007,955)
503,816,561
(147,639,135)
9,773,984
(237,255,299)
12,369,637
(562,906,163)
1,650,705 -
(14,992,254)
(166,667)
163,884,370
1,181,266,740 12,286,917
8,751,944
(8,384,392)
8,451,013
(6,482,293)
(166,867) -
-
163,824,759
956,925,294
(80,893,604)
(40,713,584)
(86,923,253)
(2,417,054)
(4,217,013)
65,248,281
(125,596,216)
69,802,480
(128,833,001)
(279,419,570)
(289,999,260)
(121,496,497)
(183,330,713)
353,873
108,504,579 500,000
1,822,615,828
The accompanying notes are an integral part of these financial statements. 9
342,231,247 (500,000)
2,056,162,858
(8,825,697) 47,734,781 1,000,000
1,090,628,458
(67,604,822)
490,397,571 (5,876,827)
246,962,426 -
1,227,746,324
FINANCIAL STATEMENTS
Robinson Department Store Public Company Limited and its Subsidiaries
Statements of cash flows For the years ended 31 December 2010 and 2009
Consolidated
Separate
financial statements
2010 Cash flows from investing activities Interest received
Dividend received
Purchase of plant and equipment
Sale of plant and equipment
Increase in leasehold right
Loan repaid by related parties
Loan to related parties
Purchase of current investments
Sale of current investment
Purchase of other long term investments
Purchase of investments in subsidiary
Net cash provided by (used in) investing activities
Cash flows from financing activities Finance costs paid
Dividend paid to equity holders of the Company
Dividend paid to minority interests
Proceeds from short - term loans from related parties Repayment of short - term loans from related parties
Purchase of treasury shares Sales of treasury shares
2009
2010
2009
18,694,026
162,549,123
96,713,033
(767,806,976)
(854,594,995)
(676,599,393)
(794,183,890)
(67,390,000)
(44,358,000)
(66,390,000)
(43,358,000)
262,500
2,105,400
324,881,552 -
(450,000,000)
816,934,739 (2,843,460) -
7,090,213
-
(463,616,276) (23,452,686) -
-
52,883,020
(434,185,942)
Net increase in cash and cash equivalents
1,395,520,099
Non-cash transactions
(in Baht)
150,946,458
Net cash used in financing activities
Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year
financial statements
2,117,665,434 3,513,185,533 -
-
8,262,500 4,524,808 -
262,500
1,979,233
7,532,991,736
-
(6,754,795,808)
-
265,226,028
(100,000,000) -
-
(967,471,661)
-
(441,819,611) (50,002,897) -
-
(2,840,000) -
462,383,419
(8,155,680)
-
-
(353,956,659) 1,199,055,218
1,708,020,461 2,907,075,679
-
-
-
During the year ended 31 December 2010, the Group acquired property, plant and equipment with total costs of
Baht 823.2 million (2009: Baht 1,019.8 million) of which Baht 767.8 million (2009: Baht 854.6 million) was acquired by cash payments and Baht 55.4 million (2009: Baht 165.2 million) was outstanding as liabilities as at 31 December 2010.
During the year ended 31 December 2010, the Company acquired property, plant and equipment with total costs of Baht 708.5 million (2009: Baht 935.9 million) of which Baht 676.5 million (2009: Baht 794.2 million) was acquired by cash payments and Baht 32.0 million (2009: Baht 141.7 million) was outstanding as liabilities as at 31 December 2010.
The accompanying notes are an integral part of these financial statements. 10
-
-
(2,703,749,850) (291,973,832)
(7,631,110)
117,956,618
-
52,883,020
570,275,889
-
182,400,172
-
1,547,389,545 2,117,665,434
9,006,396,645
(5,864,193,842)
(441,819,611)
(117,467,895)
(518,415,308)
2,139,572
(463,616,276)
-
(26,592,800)
8,262,500
-
(65,304,478) (26,592,800) -
(423,391,381) 512,381,111
1,195,639,350 1,708,020,461 -
-
Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 Note
Contents
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36
General information Basis of preparation of the financial statements Significant accounting policies Related party transactions and balances Cash and cash equivalents Other investments Trade accounts receivable Inventories Other current assets Investments in subsidiaries Investments in associates Other long-term investments Property, plant and equipment Leasehold rights Other non-current assets Trade accounts payable Interest-bearing liabilities Other current liabilities Other non-current liabilities Share capital Treasury shares Additional paid-in capital and reserves Segment information Interest income Other income Selling expenses Administrative expenses Expenses by nature Employee benefit expenses Finance costs Income tax expense Basic earnings per share Dividends Financial instruments Commitments with non-related parties Thai Financial Reporting Standard (TFRS) not yet adopted
11
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009
These notes form an integral part of the financial statements. The financial statements were authorised for issue by the Board of Directors on 15 February 2011.
1
General information Robinson Department Store Public Company Limited, the “Company”, is incorporated in Thailand and has its registered office at 135 5th Floor, Ratchadapisek Road, Dindaeng, Dindaeng, Bangkok, Thailand. The Company was listed on the Stock Exchange of Thailand in January 1992. The Company’s major shareholders during the financial year were Central Retail Corporation Co.,Ltd. (27.74 % shareholding) and CRG Service Co., Ltd. (26.07 % shareholding). Both companies were incorporated in Thailand. The principal businesses of the Company and its subsidiaries are engaged in a chain of department stores under the brand of “Robinson”. The Company has also jointly invested with groups of business partners (Indirect subsidiaries) outside Bangkok through a holding company, CR (Thailand) Co., Ltd.. Details of the Company’s subsidiaries as at 31 December 2010 and 2009 were as follows: Name of the entity Direct subsidiaries Robinson Anusawaree Co, Ltd Robinson Ratchada Co, Ltd Robinson Nakarin Co, Ltd Robinson Sukhumvit Co, Ltd Kruerpetch Co, Ltd Kruerkaew Co, Ltd CR ThailandCo, Ltd R-Trading LBHD RD Pattana Co, Ltd Robinson S.P.V. Co, Ltd CR Rajchaburi ThailandCo, Ltd Indirect subsidiaries CR Udorn Thani ThailandCo, Ltd CR Phuket (Thailand) Co., Ltd. CR Nakhon Sri Thammarat (Thailand) Co., Ltd. CR Had Yai (Thailand) Co., Ltd. CR Chiang Mai (Thailand) Co., Ltd. CR Ubon Ratchathani (Thailand) Co., Ltd. CR Chantaburi ThailandCo, Ltd CR Rajchaburi ThailandCo, Ltd
Type of business In the process of liquidation Rental area Dormant Company Rental area In the process of liquidation Investing Company Investing Company Rental area Dormant Company Department Store
Country of incorporation
Ownership interest (%) 2010 2009
Thailand
-
Thailand Thailand Thailand Thailand
-
Thailand Thailand Malaysia Thailand Thailand Thailand
99.99 50.00
99.99 50.00
Department Store Department Store
Thailand Thailand
76.00 49.99
76.00 49.99
Department Store Department Store Department Store
Thailand Thailand Thailand
49.99 76.00 89.99
49.99 76.00 89.99
Department Store Department Store Department Store
Thailand Thailand Thailand
7
7
12
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009
In May 2009, the Company’s Board of Directors resolved to approve the business dissolution of two subsidiary companies, Robinson Anusawaree Co.,Ltd., and Kruerpetch Co.,Ltd. The dissolution has not affected the overall aspect of the Company’s business operations. As at 31 December 2010, such two subsidiaries are in the process for liquidation.
2
Basis of preparation of the financial statements The financial statements issued for Thai reporting purposes are prepared in the Thai language. This English translation of the financial statements has been prepared for the convenience of readers not conversant with the Thai language. The financial statements are presented in Thai Baht, rounded in the notes to the financial statements to the nearest thousand. They are prepared on the historical cost basis except as stated in the accounting policies. The financial statements are prepared in accordance with Thai Financial Reporting Standards (“TFRS”); guidelines promulgated by the Federation of Accounting Professions (“FAP”); applicable rules and regulations of the Thai Securities and Exchange Commission; and with generally accepted accounting principles in Thailand. During 2010, the FAP announced the re-numbering of the following TFRS. Former no.
Revised no.
TAS 11
TAS 101
Doubtful Account and Bad Debts
TAS 26
TAS 102
Income Recognition For Real Estate Business
TAS 27
TAS 103
Disclosures in the Financial Statements of Banks and Similar Financial Institutions
TAS 34
TAS 104
Accounting for Troubled Debt Restructuring
TAS 42
TAS 106
Accounting For Investment Companies
TAS 48
TAS 107
Financial Instruments Disclosure and Presentation
TAS 40
TAS 105
Topic
Accounting for Investment in Debt and Equity Securities
The Group has adopted the revised Framework for the Preparation and Presentation of Financial Statements (revised 2009), which was issued by the FAP during 2010 and effective on 26 May 2010. The adoption of the revised framework does not have any material impact on the consolidated or separate financial statements. The FAP has issued during 2010 a number of new and revised TFRS which are not currently effective and have not been adopted in the preparation of these financial statements. These new and revised standards and interpretations are disclosed in note 36. The preparation of financial statements in conformity with TFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from estimates. 13
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which estimates are revised and in any future periods affected.
3
Significant accounting policies
(a)
Basis of consolidation The consolidated financial statements relate to the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interest in associates. Subsidiaries Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed where necessary to align them with the policies adopted by the Group. Associates Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity. The consolidated financial statements include the Group’s share of the income, expenses and equity movements of associates from the date that significant influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an associate, the Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income or expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
(b)
Foreign currencies Transactions in foreign currencies are translated to Thai Baht at the foreign exchange rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to Thai Baht at the foreign exchange rates ruling at that date. Foreign exchange differences arising on translation are recognised in the statement of income. Non-monetary assets and liabilities measured at cost in foreign currencies are translated to Thai Baht using the foreign exchange rates ruling at the dates of the transactions.
14
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 (c)
Cash and cash equivalents Cash and cash equivalents in the statements of cash flows comprise cash balances, call deposits and highly liquid short-term investments. Bank overdrafts that are repayable on demand are a component of financing activities for the purpose of the statement of cash flows.
(d)
Trade and other accounts receivable Trade and other accounts receivable are stated at their invoice value less allowance for doubtful accounts. The allowance for doubtful accounts is assessed primarily on analysis of payment histories and future expectations of customer payments. Bad debts are written off when incurred.
(e)
Inventories Inventories are stated at the lower of cost and net realisable value. Cost is calculated using the weighted average cost principle and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs to complete and to make the sale.
(f)
Investments Investments in subsidiaries and associates Investments in subsidiaries and associates in the separate financial statements of the Company are accounted for using the cost method. Investments in associates in the consolidated financial statements are accounted for using the equity method. Investments in other equity securities Marketable equity securities held for trading are classified as current assets and are stated at fair value, with any resultant gain or loss recognised in the statement of income. Marketable equity securities, other than those securities held for trading or intended to be held to maturity, are classified as available-for-sale investments. Available-for-sale investments are, subsequent to initial recognition, stated at fair value, and changes therein, other than impairment losses and foreign currency differences on available-for-sale monetary items, are recognised directly in equity. Impairment losses and foreign exchange differences are recognised in the statement of income. When these investments are derecognised, the cumulative gain or loss previously recognised directly in equity is recognised in the statement of income. Where these investments are interest-bearing, interest calculated using the effective interest method is recognised in the statement of income. Equity securities which are not marketable are stated at cost less any impairment losses. The fair value of financial instruments classified as held-for-trading and available-for-sale is determined as the quoted bid price at the reporting date.
15
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 Disposal of investments On disposal of an investment, the difference between net disposal proceeds and the carrying amount together with the associated cumulative gain or loss that was reported in equity is recognised in the statement of income. If the Group disposes of part of its holding of a particular investment, the deemed cost of the part sold is determined using the weighted average method applied to the carrying value of the total holding of the investment. (g)
Property, plant and equipment Owned assets Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation Depreciation is charged to the statement of income over the estimated useful lives of each part of an item of property, plant and equipment. Depreciation on plant and equipment acquired before the year 2001 is calculated by the straight-line method. Depreciation on equipment acquired since 1 January 2001 is calculated by the sum-of-the-years-digits method. The estimated useful lives are as follows: Land improvements Leasehold improvements Buildings and construction Buildings and construction improvements Information system equipment Building system equipment Furniture, fixtures and office equipment Transportation equipment
5 20 20 5-20 5-10 5-10 5 5
years years years years years years years years
No depreciation is provided on freehold land or assets under construction. (h)
Leasehold rights Leasehold rights are recorded at cost less impairment losses. Amortisation Leasehold rights are charged to the statement of income on a straight-line basis over the terms of the lease periods.
(i)
Intangible assets Goodwill Goodwill in a business combination represents the excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired. Negative goodwill in a business combination represents the excess of the fair value of the Group’s share of the identifiable net assets acquired over the cost of acquisition. 16
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009
Goodwill is measured at cost less accumulated impairment losses. Goodwill is tested for impairment as described in note 3 (j). Negative goodwill is recognised immediately in the statement of income. Other intangible assets Other intangible assets that are acquired by the Group, which have finite useful lives, are stated at cost less accumulated amortisation and impairment losses. Other intangible assets are amortised in the statement of income on a straight-line basis over their estimated useful lives from the date that they are available for use. The estimated useful lives are as follows; Trademark Software licences System development cost (j)
27 years 5 and 10 years 5 and 10 years
Impairment The carrying amounts of the Group’s assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the assets’ recoverable amounts are estimated. For goodwill, the recoverable amount is estimated at each reporting date, and as and when indicators of impairment are identified. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The impairment loss is recognised in the statement of income unless it reverses a previous revaluation credited to equity, in which case it is charged to equity. When a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity and there is objective evidence that the value of the asset is impaired, the cumulative loss that had been recognised directly in equity is recognised in the statement of income even though the financial asset has not been derecognised. The amount of the cumulative loss that is recognised in the statement of income is the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously recognised in the statement of income. Calculation of recoverable amount The recoverable amount of held-to-maturity securities and receivables carried at amortised cost is calculated as the present value of the estimated future cash flows discounted at the original effective interest rate. Receivables with a short duration are not discounted. The recoverable amount of available-for-sale financial assets is calculated by reference to the fair value. The recoverable amount of a non-financial asset is the greater of the asset’s value in use and fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
17
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 Reversals of impairment An impairment loss in respect of a financial asset is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised. For available-for-sale financial assets that are equity securities, the reversal is recognised directly in equity. An impairment loss in respect of goodwill is not reversed. Impairment losses recognised in prior periods in respect of other non-financial assets are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. (k)
Interest-bearing liabilities Interest-bearing liabilities are recognised at cost.
(l)
Trade and other accounts payable Trade and other accounts payable are stated at cost.
(m)
Employee benefits Defined contribution plans Obligations for contributions to defined contribution pension plans are recognised as an expense in the statement of income as incurred.
(n)
Provisions A provision is recognised when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
(o)
Repurchase of share capital (treasury shares) When share capital recognised as equity is repurchased, the amount of consideration paid, including directly attributable costs, is classified as treasury shares and recognised as a deduction from equity. An equal amount is appropriated from retained earnings and taken to a reserve for treasury shares within equity. When treasury shares are sold, the amount received is recognised as an increase in equity by crediting the cost of the treasury shares sold, calculated using the weighted average method, to the treasury shares account and transferring the equivalent amount back from reserve for treasury shares to retained earnings. Surpluses on the sale of treasury shares are taken directly to a separate category within equity, ‘Surplus on treasury shares’. Net deficits on sale or cancellation of treasury shares are debited to retained earnings after setting off against any remaining balance of surplus on treasury shares.
18
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 (p)
Revenue Revenue excludes value added taxes and is arrived at after deduction of trade discounts. Sale of goods and services rendered Revenue is recognised in the statement of income when the significant risks and rewards of ownership have been transferred to the buyer. No revenue is recognised if there is continuing management involvement with the goods or there are significant uncertainties regarding recovery of the consideration due, associated costs or the probable return of goods. Service income is recognised as services are provided. Rental income Rental income from investment property is recognised in the statement of income on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income. Contingent rentals are recognised as income in the accounting period in which they are earned. Interest and dividend income Interest income is recognised in the statement of income as it accrues. Dividend income is recognised in the statement of income on the date the Group’s right to receive payments is established.
(q)
Expenses Lease payments Payments made under operating leases are recognised in the statement of income on a straight line basis over the term of the lease. Contingent rentals are charged to the statement of income for the accounting period in which they are incurred. Finance costs Interest expense and similar costs are charged to the statement of income for the period in which they are incurred.
(r)
Income tax Income tax on the profit or loss for the year comprises current tax. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the reporting date and any adjustment to tax payable in respect of previous years.
19
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 4
Related party transactions and balances Related parties are those parties linked to the Group and the Company as shareholders or by common shareholders or directors. Transactions with related parties are conducted at prices based on market prices or, where no market price exists, at contractually agreed prices. Relationships with related parties that control or jointly control the Company or are being controlled or jointly controlled by the Company or have transactions with the Group were as follows: Name of entities
Country of incorporation / nationality
Nature of relationships
Central Retail Corporation Co., Ltd.
Thailand
CRG service Co., Ltd.
Thailand
Robinson Ratchada Co, Ltd
Thailand
Robinson Nakarin Co, Ltd
Thailand
Robinson Sukhumvit Co, Ltd
Thailand
Kruerkaew Co, Ltd
Thailand
CR ThailandCo, Ltd
Thailand
R-Trading LBHD
Malaysia
RD Pattana Co, Ltd
Thailand
Robinson S.P.V. Co, Ltd
Thailand
CR Rajchaburi ThailandCo, Ltd
Thailand
CR Udorn Thani ThailandCo, Ltd
Thailand
CR Phuket (Thailand) Co., Ltd.
Thailand
Major shareholders, 27.74% shareholding, some common directors Major shareholders, 26.07% shareholding, some common directors Subsidiary, 99.80% shareholding, some common directors Subsidiary, 99.86% shareholding, some common directors Subsidiary, 99.99% shareholding, some common directors Subsidiary, 99.99% shareholding, some common directors Subsidiary, 99.99% shareholding, some common directors Subsidiary, 99.92% shareholding, some common directors Subsidiary, 99.98% shareholding, some common directors Subsidiary, 99.99% shareholding, some common directors Subsidiary, 99.99% shareholding, some common directors Subsidiary, 76.00% shareholding, some common directors Subsidiary, 49.99% shareholding, some common directors Subsidiary, 49.99% shareholding, some common directors Subsidiary, 76.00% shareholding, some common directors Subsidiary, 89.99% shareholding, some common directors Subsidiary, 74.99% shareholding, some common directors Subsidiary, 64.99% shareholding, some common directors
CR Nakhon Sri Thammarat (Thailand) Co., Ltd. Thailand CR Had Yai (Thailand) Co., Ltd.
Thailand
CR Chiang Mai (Thailand) Co., Ltd.
Thailand
CR Ubon Ratchathani (Thailand) Co., Ltd.
Thailand
CR Chantaburi ThailandCo, Ltd
Thailand
20
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 Name of entities Power Buy Co., Ltd.
Country of incorporation / nationality Thailand
CRC Sport Co., Ltd.
Thailand
CRC Power Retail Co.,Ltd. Office Club (Thai) Co.,Ltd. CRC Property Co.,Ltd. B2S Co., Ltd. Central Food Retail Co., Ltd. Central Department Store Co., Ltd. Central Trading Co., Ltd. Central Garment Factory Co., Ltd. Cetrac International Co., Ltd. RIS Co., Ltd. PB Logistic Co., Ltd. Central Pattana Rattanatibeth Co., Ltd. Central Pattana Chiangmai Co., Ltd. Central Pattana Chonburi Co., Ltd. Central Pattana Khonkaen Co.,Ltd. Central World Co.,Ltd.
Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand
Nature of relationships Subsidiary, 40.00% shareholding, some common directors Subsidiary, 40.00% shareholding, some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors Some common directors
The pricing policies for particular types of transactions are explained further below: Transactions
Pricing policies
Sale of goods
Market prices should not be lower than the cost of goods
Interest incomeInterest expense
Minimum loan rates or saving rates or fixed deposit rate of certain local financial institutions plus 0% to 2.5% per annum depending on finance cost of each company
Rental and service income
Certain percentages of sales with a reference to the related market prices or fixed amount
Sales promotion income
Contractually agreed prices
Utility income
Contractually agreed prices
Management fee income
Certain percentages of sales or fixed amount
Rental and service expenses
Contractually agreed prices
Sales promotion expenses
Contractually agreed prices
Management fee expense
Contractually agreed prices
Director remuneration
As defined by the nomination and remuneration committee which does not exceed the amount approved by the shareholders 21
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009
Significant transactions for the years ended 31 December 2010 and 2009 with related parties were as follows:
Major shareholders Sales promotion income Sales promotion expense Management fee expense Subsidiaries Sale of goods Rental and service income Management fee income Sales promotion income Interest income Rental and service expenses Sales promotion expense Interest expense
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 19,488 65,907 68,064 -
28,678 57,769 65,963 -
10,612 43,290 65,747
17,419 35,972 64,222
176,285 60 140,269 2,266 17,314 22,577 1,037 9,774
137,516 60 128,186 1,875 74,318 22,743 369 8,752
Associates Rental and service charges Utility income Management fee income
126,481 17,009 4,890
109,221 15,850 4,698
85,165 11,781 3,169
72,772 10,751 2,967
Other related parties Sale of goods Rental and service income Utility income Management fee income Sales promotion income Rental and service expenses Sales promotion expense Director remuneration
1,853 318,383 94,119 2,323 7,502 122,311 285 4,840
239 306,860 95,114 2,412 5,747 119,332 119 4,260
1,853 216,725 62,271 1,292 7,455 76,504 145 4,840
239 205,799 61,674 1,362 5,741 61,332 69 4,260
22
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009
Balances as at 31 December 2010 and 2009 with related parties were as follows: Trade accounts receivable from related parties Major shareholders Central Retail Corporation Co., Ltd. Subsidiaries CR Udorn Thani (Thailand) Co., Ltd. CR Phuket (Thailand) Co., Ltd. CR Nakorn Sri Thammarat (Thailand) Co., Ltd. CR Had Yai (Thailand) Co., Ltd. CR Chiang Mai (Thailand) Co., Ltd. CR Ubon Ratchathani (Thailand) Co., Ltd. CR Rajchaburi (Thailand) Co., Ltd. CR Chantaburi (Thailand) Co., Ltd. Associates Power Buy Co., Ltd. CRC Sport Co., Ltd. Other related parties B2S Co., Ltd. Central Food Retail Co., Ltd. Central Department Store Co., Ltd. Others Less allowance for doubtful accounts Net
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 13,992
8,268
9,756
5,206
-
-
5,688 9,342
4,323 6,970
-
-
4,926 6,928 7,671
3,122 4,620 6,218
-
-
2,390 3,535 3,662
1,481 2,178 2,567
8,090 9,146
11,107 14,355
5,922 6,556
7,865 9,987
6,470 32,719 16,250 8,629 95,296 95,296
10,483 52,415 14,713 9,615 120,956 120,956
4,339 26,963 13,257 6,415 117,350 117,350
7,050 39,682 14,663 5,715 121,647 121,647
23
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009
Loans to related parties Short-term loans
Interest rate 2010 2009 (% per annum)
Subsidiaries Robinson Anusawaree Co., Ltd. Robinson Nakarin Co., Ltd. 2.50 Kruerpetch Co., Ltd. CR (Thailand) Co., Ltd. 2.50
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht)
2.00 2.00 2.00 2.00
Less allowance for doubtful accounts Short-term loans to related parties, net Bad and doubtful debts expenses for the year (Reversal)
-
-
282,571 25,797 308,368
89,921 273,750 156,033 484,804 1,004,508
-
-
(282,571)
(440,280)
-
-
25,797
564,228
-
-
87,880
(1,939,085)
-
61,224
61,224
61,224
324,882 386,106
Long-term loans Subsidiary Robinson Nakarin Co., Ltd. Associate Siam Retail Development Co., Ltd.
6.00
6.00
-
-
-
-
324,882 324,882
-
(324,882)
Less allowance for doubtful accounts Long-term loans to related parties, net Reversal of doubtful debts expenses for the year
(324,882)
-
-
61,224
(324,882)
-
(324,882)
-
308,368 61,224 369,592 (282,571) 87,021
1,004,508 386,106 1,390,614 (765,162) 625,452
(237,002)
(1,939,085)
Summary of loans to related parties Short-term loans Long-term loans
-
Less allowance for doubtful accounts Total loans to related parties, net Reversal of doubtful debts expenses for the year
-
(324,882)
24
324,882 324,882 (324,882) -
61,224
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009
During 2010, the Company received repayment of loan to related party which the Company had provided an allowance for doubtful accounts in full amount. Therefore, the Company reversed such allowance for doubtful accounts amounting to Baht 324.9 million and recorded as part of other income in the statement of income for the year ended 31 December 2010. Movements during the years ended 31 December 2010 and 2009 of loans to related parties were as follows: Loans to related parties
Short-term loans Subsidiaries At 1 January Increase - principal - interest Decrease - principal - write-off - interest At 31 December
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) -
-
1,004,508
4,153,703
-
-
6,754,796 17,315
5,864,194 74,318
-
-
-
-
(7,208,110) (245,589) (14,552) 308,368
(9,006,397) (81,310) 1,004,508
Subsidiary At 1 January Increase Decrease At 31 December
-
-
61,224 61,224
61,224 61,224
Associate At 1 January Increase Decrease At 31 December
342,882 (342,882) -
324,882 324,882
342,882 (342,882) -
324,882 324,882
Total long-term loans to related parties At 1 January Increase Decrease At 31 December
324,882 (324,882) -
324,882 324,882
386,106 (324,882) 61,224
386,106 386,106
Long-term loans
25
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009
Leasehold rights – related parties
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht)
Other related parties
657,900
Trade accounts payable - related parties
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht)
Associates Power Buy Co., Ltd. CRC Sport Co., Ltd. Other related parties Central Trading Co., Ltd. Central Garment Factory Co., Ltd. Central Department Store Co., Ltd. Others Total Loans from related parties
Short-term loans Subsidiaries Robinson Rachada Co., Ltd. Kruerkaew Co., Ltd. Robinson Sukhumvit Co., Ltd. R -Trading (L) BHD. Robinson S.P.V. Co.,Ltd. RD Pattana Co.,Ltd. CR Rajchaburi (Thailand) Co., Ltd. Short-term loans from related parties - Subsidiary Robinson Sukhumvit Co., Ltd. Long-term loan from related party
640,269
342,137
727 1,215
1,323 6,363
542 533
567 4,350
130,186 19,698 3,684 6,482 161,992
136,477 20,480 4,667 7,430 176,740
68,634 10,056 3,684 9,787 93,236
69,571 11,302 4,667 8,813 99,270
Interest rate 2010 2009 (% per annum)
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht)
2.75 2.75 2.75 2.75 2.75
2.75 2.75 2.75 2.75 2.75
-
2.75
2.75
2.00
378,253
2.00
26
-
-
41,378 4,881 7,810 882,361 2,236 3,332
24,276 5,393 5,202 881,625 2,198 520
-
-
263,827
220,060
-
-
1,205,825
1,139,274
-
-
113,300
113,300
-
-
113,300
113,300
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009
Loans from related parties
Interest rate 2010 2009 (% per annum)
Summary of loans from related parties - - Total loans from related parties
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht)
-
-
1,205,825 113,300
1,139,274 113,300
1,319,125
1,252,574
Movements during the years ended 31 December 2010 and 2009 of loans from related parties were as follows: Loans from related parties
Short-term loans Subsidiaries At 1 January Increase - principal - interest Decrease - principal - interest At 31 December
Long-term loans from related party Subsidiary At 1 January Increase Decrease At 31 December
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) -
-
1,139,274
1,085,501
-
-
182,400 9,774
117,957 8,752
-
-
(117,468) (8,155) 1,205,825
(65,305) (7,631) 1,139,274
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht)
-
-
27
113,300 113,300
113,300 113,300
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009
Other current liabilities
Advances from related parties Major shareholder Central Retail Corporation Co., Ltd. Subsidiary CR Nakonsrithummarat (Thailand) Co., Ltd. Associates Power Buy Co., Ltd. CRC Sport Co., Ltd. Other related parties Central Trading Co., Ltd. RIS Co., Ltd. Central Pattana Rattanatibeth Co., Ltd. Central Pattana Chonburi Co., Ltd Central Pattana Chiangmai Co., Ltd. Central Pattana Khonkhan Co., Ltd. Central World Co., Ltd. Others Total
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 31,350
-
22,429
-
25,104
16,656
403
397
461 539
155 66
240 250
80 66
23 7,000
29 5,068
23 3,442
29 2,797
2,673 8,188 2,578 10,042 20,428 3,489 86,771
1,848 3,187 7,061 542 1,424 4,007 45,816
2,673 8,188 10,042 2,812 53,177
1,848 3,187 542 3,264 28,866
5
Commitments with related parties
Operating lease commitments Within one year After one year but within five years After five years Total
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 100,237
110,086
63,598
76,046
154,154 318,755 573,146
264,566 437,086 811,738
61,028 106,803 231,429
162,223 213,156 451,425
28
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 Significant agreements with related parties Rental and service agreements The Company has entered into rental agreements for retail space and service agreements with related parties. In consideration thereof, these related parties agreed to pay the rental and service fees at percentages of sales and/or size of occupied areas. The agreements have a term of 1 year and are renewable for successive periods by either party giving advance written notice. Management service agreements The Group entered into a service agreement with related party whereby such company will provide services relating to accounting, taxation, financial and other related services. In consideration thereof, the Group agreed to pay service fees at amount specified in the agreement. The agreement has a term of 1 year and is renewable for successive periods by either party giving written notice 30 days in advance. Computer service agreements The Group has entered into service agreements with related party whereby the latter will provide services relating to the computer systems of the Company. The Company has to pay service fees at amount specified in the agreements. The agreement has a term of 1 year and is renewable for successive periods. Inventory management service and warehouse agreements The Company has entered into inventory management service and warehouse agreements with related party for a period of 12 months. The Company has to pay service and rental fees at amount specified in the agreements. Either party may give notice of termination within 90 days prior to expiry date of these agreements, otherwise the agreements are automatically renewed for successive periods of 12 months each. Member card service agreement The Company has entered into a member card service agreement “The 1 Card� with related party. The said related party will provide services to members of the Company, marketing management, members database management and provide the reward and other benefits for The 1 Card point redemption. In consideration thereof, the Company has to pay service fee at rates specified in the agreement. The agreement expired on 31 December 2009. As at 31 December 2010, the Company and the counterparty have agreed to renew and are in the process of signing the agreement. Rental and service agreements The Group agreed to rent an area and obtain the services from related party. In consideration thereof, the Group has agreed to pay the rental and service fees on a monthly basis. The agreements are for periods of 1 year and 3 years and are renewable for successive periods by either party giving not less than 90 days advance written notice.
29
Notes to the financial statements
Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 5
Cash and cash equivalents
Cash on hand Cash at banks - current accounts Cash at banks - savings accounts Highly liquid short-term investments Total
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 100,990 88,531 60,959 52,571 243,357 612,159 239,550 610,847 2,316,648 1,222,590 1,754,376 941,761 852,191 194,385 852,191 102,841 3,513,186 2,117,665 2,907,076 1,708,020
Cash and cash equivalents of the Group and the Company as at 31 December 2010 and 2009 were denominated entirely in Thai Baht.
6
Other investments
Current investments Equity securities available for sale Other long-term investments Other non marketable equity securities Total
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) -
362,453
-
262,430
29,093 29,093
26,250 388,703
29,090 29,090
26,250 288,680
Other investments of the Group and the Company as at 31 December 2010 and 2009 were denominated entirely in Thai Baht. Movements during the years ended 31 December 2010 and 2009 of marketable equity securities were as follows:
Current investments Available for sale securities At 1 January Transfer in during the year Purchases during the year Sale during the year Valuation adjustment Gain on sale of investment At 31 December
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht)
362,453 450,000 (816,934) (12,220) 16,701 -
30
193,952 50,234 100,000 18,267 362,453
262,430 (265,226) (12,196) 14,992 -
193,952 50,234 18,244 262,430
Notes to the financial statements
Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 7
Trade accounts receivable
Note Related parties Other parties
4
Less allowance for doubtful accounts Net Bad and doubtful debts expenses for the year (Reversal of)
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 95,296 120,956 117,350 121,647 366,508 364,887 225,758 233,749 461,804 485,843 343,108 355,396 (1,848) 459,956 (25)
(2,378) 483,465
(709) 342,399
1,135
(253)
(962) 354,434 941
Aging analyses for trade accounts receivable were as follows:
Related parties Within credit terms Overdue: Less than 1 month 1-3 months 3-12 months Over 12 months
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 91,138 103,811 108,405 107,900 2,772 734 652 95,296
14,979 2,038 128 120,956
5,883 2,870 190 2 117,350
11,681 1,767 298 1 121,647
95,296
120,956
117,350
121,647
298,049
291,166
178,410
188,726
Less allowance for doubtful accounts Net
57,092 8,690 1,731 946 366,508
66,373 4,273 2,168 907 364,887
39,031 7,173 978 166 225,758
40,734 2,802 1,451 36 233,749
(1,848) 364,660
(2,378) 362,509
(709) 225,049
(962) 232,787
Total
459,956
483,465
342,399
354,434
Less allowance for doubtful accounts Net Other parties Within credit terms Overdue: Less than 1 month 1-3 months 3-12 months Over 12 months
The normal credit term granted by the Group ranges from 30 days to 60 days. Trade accounts receivable of the Group and the Company as at 31 December 2010 and 2009 were denominated entirely in Thai Baht. 31
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 8
Inventories
Merchandise Less allowance for shortage, damaged, obsolete and slow-moving inventories Net
9
(41,411) 940,614
(32,555) 809,072
(27,438) 612,439
(20,336) 537,886
Other current assets
Deposit in bank for settlement of short term liabilities Value added tax receivable Prepaid expenses Advanced payments Others Total
10
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 982,025 841,627 639,877 558,222
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 173,504 34,929 29,295 13,328 98,710 349,766
172,230 38,582 20,040 11,448 13,640 255,940
173,504 28,808 21,298 9,270 30,039 262,919
172,230 34,130 11,021 7,316 11,578 236,275
Investments in subsidiaries
At 1 Januaryď€ Acquisitions Impairment Reversal of allowance for impairment Write-off At 31 Decemberď€
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 1,247,321 466,848 2,703,750 (1,923,277) 585,898 (22,992) 1,810,227 1,247,321
32
99.99
50.00 99.86 99.99 99.80 99.99 99.99 99.91 99.98 99.99 99.92
99.99
50.00 99.86 99.99 99.80 99.99 99.98 99.99 99.92
645,600 105,000 100,000 75,000 40,000 3,000 1,000 50
3,201,000 645,600 105,000 100,000 75,000 40,000 15,000 8,000 3,000 1,000 50
3,201,000
Paid-up capital 2010 2009
322,800 104,850 100,000 74,850 39,999 3,000 999 50 3,847,548
3,201,000 322,800 104,850 100,000 74,850 39,999 14,999 7,993 3,000 999 50 3,870,540
3,201,000 (26,000) (2,037,321)
(2,011,321) (104,850) (74,850) (14,999) (7,993) (2,623,219)
(2,420,527)
Cost method Impairment 2010 2009 2010 2009 (in thousand Baht)
Separate financial statements
322,800 104,850 100,000 48,850 39,999 3,000 999 50 1,810,227
780,473
2009
322,800 100,000 39,999 3,000 999 50 1,247,321
At cost, net
1,189,679
2010
33
At the extraordinary shareholders’ meeting held on 25 February 2010 of Kruerpetch Co., Ltd. and Robinson Anusawaree Co, Ltd., subsidiaries, the shareholders passed on special resolution to dissolution the companies. The subsidiaries have been registered for liquidation to the Ministry of Commerce on 26 February 2010 and currently are in the process of liquidation.
Subsidiaries CR (Thailand) Co., Ltd. CR Rajchaburi (Thailand) Co., Ltd. Robinson Nakarin Co.,Ltd. Robinson Sukhumvit Co, Ltd Robinson Ratchada Co., Ltd. Kruerkaew Co, Ltd Kruerpetch Co., Ltd. Robinson Anusawaree Co, Ltd RD Pattana Co., Ltd. Robinson S.P.V. Co., Ltd. R-Trading LBHD Total
Ownership interest 2010 2009 (%)
Investment in subsidiaries as at 31 December 2010 and 2009, were as follows:
Notes to the financial statements For the years ended 31 December 2010 and 2009
Robinson Department Store Public Company Limited and its Subsidiaries
Notes to the financial statements
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 11
Investments in associates
At 1 January Share of net profit of investments equity method Transfer of investment Transfer of impairment of investment At 31 December
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 1,175,380 983,011 332,000 332,000 252,940 (40,052) 40,052 1,428,320
34
192,369 1,175,380
(150,000) 150,000 332,000
332,000
24.00
24.00
-
-
-
-
560,000 70,000
40.00 -
40.00 24.00 24.00
332,000
-
224,000 108,000
560,000 70,000 -
35
560,000 70,000 500,000 125,000
1,428,320
-
1,146,182 282,138
29,858 1,215,432
10,194
935,095 240,285
-
-
-
(29,858) (40,052)
(10,194)
224,000 108,000 332,000
224,000 108,000 120,000 30,000 482,000
-
-
Impairment 2010 2009
(120,000) (30,000) (150,000)
Separate financial statements Cost method Impairment 2010 2009 2010 2009 (in thousand Baht)
30,000 482,000
120,000
224,000 108,000
Equity method 2010 2009 (in thousand Baht)
Consolidated financial statements Cost method 2010 2009
Paid-up capital 2010 2009
125,000
500,000
560,000 70,000
Paid-up capital 2010 2009
Ownership interest 2010 2009 (%)
40.00
40.00
Associates Power Buy Co, Ltd CRC Sports Co, Ltd Siam Retail Development Co, Ltd Square Ritz Plaza Co, Ltd. Total
Associates Power Buy Co., Ltd. CRC Sports, Co, Ltd Siam Retail Development Co., Ltd. Square Ritz Plaza Co., Ltd. Total
Ownership interest 2010 2009 (%)
Investments in associates as at 31 December 2010 and 2009 were as follows:
Notes to the financial statements For the years ended 31 December 2010 and 2009
Robinson Department Store Public Company Limited and its Subsidiaries
-
935,095 240,285
224,000 108,000 332,000
2009
1,175,380
At cost, net
224,000 108,000 332,000
2010
1,428,320
-
1,146,,182 282,138
At equity, net 2010 2009
Notes to the financial statements
40.00 29.19
40.00 29.19 24.00 24.00
2010 Power Buy Co, Ltd CRC Sports Co, Ltd Total
2009 Power Buy Co, Ltd CRC Sports Co, Ltd Siam Retail Development Co, Ltd Square Ritz Plaza Co, Ltd. Total
(%)
Ownership
36
4,831,668 1,482,162 3,744,451 125,000 10,183,281
5,785,762 1,716,945 7,502,707
Total assets
2,637,662 669,434 3,819,421 863 7,127,380
3,039,632 760,768 3,800,400 12,133,609 4,103,082 1,155,935 17,392,626
14,280,871 4,076,510 18,357,381
Total Total liabilities revenues (in thousand Baht)
369,734 152,165 234,299 (25) 756,173
527,672 143,448 671,120
Net profit/ (loss)
The following summarised financial information on associated companies which have been accounted for using the equity method is not adjusted for the percentage of ownership held by the Group:
Notes to the financial statements For the years ended 31 December 2010 and 2009
Robinson Department Store Public Company Limited and its Subsidiaries
Notes to the financial statements
Rangsit Plaza Co, Ltd Samakeesan (Dokya Co, Ltd Siam Family Mart Co., Ltd. Siam Retail Development Co, Ltd Square Ritz Plaza Co, Ltd. Total
0.71
-
0.71
24.00 24.00
500,000 125,000
575,000
170,000
-
175,000
170,000
600,000 400,000
-
175,000
170,000
400,000
Paid-up capital 2010 2009
500,000 125,000
4.15
-
24.00 24.00
575,000
4.15
0.71
0.71
170,000
400,000
4.15
4.15
700,000 400,000
Paid-up capital 2010 2009
Ownership interest 2010 2009 (%) 6.56 6.56
0.98 6.56
6.56
Ownership interest 2010 2009 (%)
176,463
20,000
12,713
117,500 26,250
(120,000) (30,000) (300,213)
(20,000)
(12,713)
(117,500) -
(150,213)
(20,000)
(12,713)
(117,500) -
120,000 30,000 211,803
22,840
12,713
37
58,963
20,000
12,713
(120,000) (30,000) (182,713)
(20,000)
(12,713)
(32,713)
(20,000)
(12,713)
Separate financial statements Cost method Impairment 2010 2009 2010 2009 (in thousand Baht) 26,250 26,250 -
120,000 30,000 329,306
22,840
12,713
117,503 26,250
Consolidated financial statements Cost method Impairment 2010 2009 2010 2009 (in thousand Baht) At cost -net
At cost -net
29,090
2,840
-
26,250
2010
29,093
2,840
-
3 26,250
2010
26,250
-
-
26,250
2009
26,250
-
-
26,250
2009
263
263
-
-
-
-
263
263
263
-
-
263
263
-
-
263
Dividend income 2010 2009
-
-
-
-
Dividend income 2010 2009
Other long-term investments recorded by the cost method as at 31 December 2010 and 2009 and dividend income from those investments for the years then ended were as follows:
Other long-term investments
Seacon Bangkae Company Limited (formerly Wattanawana Co, Ltd) Rangsit Plaza Co, Ltd Samakeesan (Dokya Co, Ltd Siam Family Mart Co., Ltd. Siam Retail Development Co, Ltd Square Ritz Plaza Co, Ltd. Total
12
Notes to the financial statements For the years ended 31 December 2010 and 2009
Robinson Department Store Public Company Limited and its Subsidiaries
Notes to the financial statements
Net book value At 1 January 2009 At 31 December 2009 At 31 December 2010
Accumulated depreciation At 1 January 2009 Depreciation charge for the year Transfers Disposals At 31 December 2009 and 1 January 2010 Depreciation charge for the year Disposals At 31 December 2010
348,287 291,566 244,837
232,602 232,602 232,602
915,236
296
296
56,721 -
44,309 (10,316) 949,229
-
-
858,515
1,206,802 (12,736) 1,194,066
232,898 232,898
296
1,206,802 -
Leasehold improvements
232,898 -
Land and improvements
Property, plant and equipment
Cost At 1 January 2009 Additions Transfers Disposals At 31 December 2009 and 1 January 2010 Additions Transfers Disposals At 31 December 2010
13
Notes to the financial statements For the years ended 31 December 2010 and 2009
629,894 1,120,820 1,300,142
246,218 (52,379) 1,479,082
1,285,243
201,532 (440)
1,084,151
2,406,063 92,708 341,293 (60,840) 2,779,224
1,714,045 154,528 538,074 (584)
Building, constructions and improvements
Robinson Department Store Public Company Limited and its Subsidiaries
38
16,645 12,082 9,821
8,753 (29,604) 258,024
278,875
12,954 23 (6,767)
272,665
290,957 6,127 388 (29,627) 267,845
289,310 6,720 1,859 (6,932)
223,656 534,793 598,774
163,130 (136,598) 1,538,521
1,511,989
124,626 (3,558)
1,390,921
2,046,782 54,560 180,123 (144,170) 2,137,295
1,614,577 70,424 366,518 (4,737)
71,567 103,113 108,183
49,400 (152,170) 1,088,982
1,191,752
41,161 (23) (219,750)
1,370,364
1,294,865 46,616 10,467 (154,783) 1,197,165
1,441,931 62,609 10,216 (219,891)
Consolidatedď€ financial statements Furniture, Information Building fixtures system system and office equipment equipment equipment (in thousand Baht)
(615)
381
641 259 61
199 (154) 11,476
11,431
-
11,665
11,690 (153) 11,537
12,306 (616)
Transportation equipment
194,010 1,077 92,036
-
-
-
-
1,077 623,230 (532,271) 92,036
194,010 725,532 (916,667) (1,798)
Assets under construction and installation
1,717,302 2,296,312 2,586,456
512,009 (381,221) 5,325,610
5,194,822
437,375 (231,130)
4,988,577
7,491,134 823,241 (402,309) 7,912,066
6,705,879 1,019,813 (234,558)
Total
Notes to the financial statements
Net book value At 1 January 2009 At 31 December 2009 At 31 December 2010
Accumulated depreciation At 1 January 2009 Depreciation charge for the year Transfers Disposals At 31 December 2009 and 1 January 2010 Depreciation charge for the year Disposals At 31 December 2010
Cost At 1 January 2009 Additions Transfers Disposals At 31 December 2009 and 1 January 2010 Additions Transfers Disposals At 31 December 2010
876,749 41,200
(8,000) 909,949
-
-
313,745 260,349 217,907
53,396 -
-
69,538 69,538 69,538
823,353
1,137,098 (9,242) 1,127,856
69,538 69,538
-
1,137,098 -
Leasehold improvement
69,538 -
Land and improvement
Notes to the financial statements For the years ended 31 December 2010 and 2009
256,193 783,449 999,969
(44,069) 706,615
585,929 164,755
122,816 (440)
463,553
1,369,378 73,557 309,594 (45,945) 1,706,584
719,746 139,099 511,116 (583)
Building, constructions and improvement
Robinson Department Store Public Company Limited and its Subsidiaries
39
11,651 9,957 8,642
(28,001) 212,011
232,926 7,086
9,461 23 (6,572)
230,014
242,883 5,518 261 (28,009) 220,653
241,665 6,129 1,815 (6,726)
124,552 440,098 502,040
(10,812) 1,091,050
973,675 128,187
88,088 (2,374)
887,961
1,413,773 28,648 161,712 (11,043) 1,593,090
1,012,513 60,073 344,186 (2,999)
32,626 71,431 79,211
(141,826) 695,555
805,089 32,292
24,319 (23) (194,255)
975,048
876,520 34,065 6,281 (142,100) 774,766
1,007,674 53,585 9,634 (194,373)
Separateď€ ď€ financial statements Furniture, Information Building fixtures system system and office equipment equipment equipment (in thousand Baht)
-
-
(33)
115
152 37
(154) 5,806
5,922 38
-
5,840
(153) 5,806
5,959
5,992 (33)
Transportation equipment
191,170 464 89,330
-
-
-
-
464 566,714 (477,848) 89,330
191,170 676,982 (866,751) (937)
Assets under construction and installation
999,627 1,635,323 1,966,637
(232,862) 3,620,986
3,480,290 373,558
298,195 (203,674)
3,385,769
5,115,613 708,502 (236,492) 5,587,623
4,385,396 935,868 (205,651)
Total
Notes to the financial statements
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009
The gross amount of the Group’s fully depreciated property, plant and equipment that was still in use as at 31 December 2010 amounted to Baht 2,483 million (2009: Baht 2,766 million). The gross amount of the Company fully depreciated property, plant and equipment that was still in use as at 31 December 2010amounted to Baht 1,760 million (2009: Baht 1,836 million).
14
Leasehold rights
Note Related parties Other parties Total
4
Consolidated financial Separate financial statements statements 2010 2009 2010 2009 (in thousand Baht) 657,900 640,269 378,253 342,137 1,900,668 2,046,821 930,805 1,006,845 2,558,568 2,687,090 1,309,058 1,348,982
Movements during the years ended 31 December 2010 and 2009 of leasehold rights are as follows:
At 1 January Additions Amortisation charge for the year At 31 December
Consolidated financial Separate financial statements statements 2010 2009 2010 2009 2,687,090 2,832,795 1,348,982 1,410,090 67,390 48,358 66,390 43,358 (195,912) (194,063) (106,314) (104,466) 2,558,568 2,687,090 1,309,058 1,348,982
The Group and the Company entered into lease and sublease agreements to rent office buildings and department store space to operate Robinson Department Store for periods of 19-30 years. The longest agreement will expire in November 2040. The Group and the Company paid approximately Baht 5,925 million and Baht 3,348 million, respectively, for the leasehold rights.
15
Other non-current assets
Guarantees and deposits Receivable from the Revenue Department Land not used in operations- at cost Restricted cash at bank Trademark Deferred system development costs Others Total
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 83,790 82,762 79,290 78,165 5,042 3,699 1,386 312 140,913 140,913 21,534 17,547 12,110 13,119 55,534 62,344 42,025 47,849 21,138 28,809 13,474 14,097 340,061 349,193 136,175 140,111
40
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 16
Trade accounts payable
Note Related parties Other parties Total
4
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 93,236 99,270 161,992 176,740 2,714,853 1 2,591,601 1,584,733 1,530,964 2,876,845 2,768,341 1,677,969 1,630,234
Trade accounts payable of the Group and the Company as at 31 December 2010 and 2009 were denominated entirely in Thai Baht.
17
Interest-bearing liabilities
Note
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht)
Current Short-term loans from related parties - unsecured
4
-
-
1,205,825 1,205,825
1,139,274 1,139,274
Non-current Long-term loan from related party - unsecured
4
-
-
113,300 113,300
113,300 113,300
-
-
1,319,125
1,252,574
Total
The period to maturity of interest-bearing liabilities as at 31 December were as follows: Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) Within one year After one year but within five years Total
-
-
1,205,825 113,300 1,319,125
1,139,274 113,300 1,252,574
As at 31 December 2010, the Company had unutilised credit facilities totalling Baht 1,947 million. (2009: Baht 1,934 million). Interest-bearing liabilities of the Group and the Company as at 31 December 2010 and 2009 were denominated entirely in Thai Baht.
41
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 18 Other current liabilities Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 236,202 286,379 182,476 215,129 245,720 188,821 200,710 157,895 86,771 45,816 53,177 28,866 169,435 120,753 119,024 75,887 37,977 34,695 33,381 31,170 205,420 184,379 194,011 172,127 981,525 860,843 782,779 681,074
Note Accrued expenses Other accounts payable Advance from related parties Deposits and advances received Gift voucher payable Others Total
19
4
Other non-current liabilities
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 13,199 13,699 -
Accrued leasehold rights
20
Share capital
Authorised At 1 January - ordinary shares At 31 December - ordinary shares Issued and paid- up At 1 January - ordinary shares At 31 December - ordinary shares
21
Par value per share (in Baht)
Number
2010
2009 Amount Number Amount (thousand shares/ thousand Baht)
3.55
1,110,661
3,942,847
1,110,661
3,942,847
3.55
1,110,661
3,942,847
1,110,661
3,942,847
3.55
1,110,661
3,942,847
1,110,661
3,942,847
3.55
1,110,661
3,942,847
1,110,661
3,942,847
Treasury shares The treasury shares account within equity comprises the cost of the Company’s own shares held by the Company. As at 31 December 2010, the Company held 3,674,800 shares of the Company’s shares (2009: 6,765,000 shares), representing 0.3 % (2009: 0.6%) of the Company’s issued share capital, at a total cost of Baht 21.4 million (2009: Baht 39.4 million).
42
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009
In November 2008, the Board of Directors of the Company approved a treasury share plan (‘Plan’) to re-purchase not more than 10 percent, or 111 million shares, of the Company’s shares then in issue. The purpose of the Plan is to manage the Company’s excess liquidity. The maximum amount approved for share purchase under the Plan is Baht 536 million and the price to be paid for the shares is not to exceed 115 percent of the average closing price on the Stock Exchange of Thailand (SET) over the 5 trading days before each share purchase is made. The Company might purchase the shares through the SET during the period from 24 November 2008 to 22 May 2009. The shares purchased may be resold after 6 months but within 3 years from the date of purchase. As at 31 December 2010, the Company appropriated retained earnings to treasury shares reserve equal to the whole amount of the cost of the treasury shares.
22
Additional paid-in capital and reserves Surplus on treasury shares The surplus on treasury shares represents the accumulated surplus on sale of treasury shares, net of any deficits on sale or cancellation of treasury shares. The surplus on treasury shares is not available for dividend distribution. Legal reserve Section 116 of the Public Companies Act B.E. 2535 requires that a company shall allocate not less than 5% of its annual net profit, less any accumulated losses brought forward, to a reserve account (“legal reserve”), until this account reaches an amount not less than 10% of the registered authorised capital. The legal reserve is not available for dividend distribution. Treasury share reserve
The treasury shares reserve represents the amount appropriated from retained earnings equal to the cost of the Company’s own shares held by the Group. The treasury shares reserve is not available for dividend distribution. Fair value changes The fair value changes account within equity comprises the cumulative net change in the fair value of available-for-sale financial assets until the investments are derecognised or impaired.
23
Segment information Business segments Management considers that the Group operates in a single line of business, namely operation of department stores, and has, therefore, only one major business segment. Geographic segments Management considers that the Group operates in a single geographic area, namely in Thailand, and has, therefore, only one major geographic segment.
43
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 24
Interest income
Note Interest income Related parties Financial institutions Total
25
4
128,094 23,242 151,336
18,933 18,933
145,408 20,292 165,700
74,318 15,643 89,961
Other income
4
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 181,382 177,971 115,804 111,268
4
109,039 8,221
103,168 8,169
100,858 145,406
92,291 133,217
325,248
-
237,255
-
123,086 746,976
166,124 455,432
Note Utility income Promotion and advertising ď€ ď€ ď€ income Management fee income Reversal of allowance for doubtful account Reversal of allowance for impairment Others Total
26
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht)
562,906 101,905 1,264,134
150,226 487,002
Selling expenses
Employee benefit expenses Sales promotion expenses Utilities expenses Depreciation and amortisation Building expenses Others Total
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 514,984 475,452 332,187 295,708 276,679 273,821 196,866 193,425 503,975 477,886 327,487 303,656 706,643 627,775 477,693 398,819 363,325 329,018 265,242 247,040 257,092 239,443 171,061 153,058 2,622,698 2,423,395 1,770,536 1,591,706
44
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 27
Administrative expenses
Employee benefit expenses Management fee expenses Property tax expenses Depreciation and amortisation Maintenance expenses Others Total
28
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 177,247 160,439 177,247 160,439 82,423 80,318 76,603 74,784 79,186 55,751 68,556 45,238 10,283 13,113 9,444 10,556 34,910 39,115 21,816 24,212 234,781 194,485 173,649 132,531 618,830 543,221 527,315 447,760
Expense by nature The statements of income include an analysis of expenses by function. Expenses by nature disclosed in accordance with the requirements of various TAS and TFRS were as follows:
Include in cost of sales of goods : Changes in merchandises
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 140,398
33,719
81,655
62,728
Included in selling expenses: Depreciation and amortisation Employee benefit expenses
706,643 514,984
627,775 475,452
477,693 332,187
398,819 295,708
Included in administrative expenses: Depreciation and amortisation Employee benefit expenses Management fee expenses
10,283 177,247 82,423
13,113 160,439 80,318
9,444 177,247 76,603
10,556 160,439 74,784
45
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 29
Employee benefit expenses Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 34,343 34,664 34,343 34,664
Management Wages and salaries Contribution to defined contribution plans Others Other employees Wages and salaries Contribution to defined contribution plans Others Total
800 12,937 48,080
871 13,772 49,307
800 12,937 48,080
871 13,772 49,307
462,474
438,359
341,732
318,516
6,790 222,967 692,231 740,311
6,403 191,129 635,891 685,198
5,560 162,142 509,434 557,514
5,229 132,402 456,147 505,454
The defined contribution plan comprises a provident fund established by the Group for its employees. Membership to the fund is on a voluntary basis. Contributions are made monthly by the employees at rates 3% and 5% of their basic salaries and by the Group at rates 3% and 5% of the employees’ basic salaries. The provident fund is registered with the Ministry of Finance as a juristic entity and is managed by a licensed Fund Manager.
30
Finance costs
Note Interest expense Related parties Total
4
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) -
-
46
9,774 9,774
8,752 8,752
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 31
Income tax expense
Current tax expense Current year Adjust for prior years Total
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 343,579 (397) 343,182
Reconciliation of effective tax rate
Profit before income tax expense Income tax using the Thai corporation tax rate Income tax reduction Income not subject to tax Expenses not deductible for tax purposes Expenses with additional deduction for tax purposes Utilisation of tax losses carry forward Total
300,156 300,156
163,825 163,825
Consolidated financial statements 2010 2009 Rate (in thousand Rate (in thousand (%) Baht) (%) Baht) 2,128,909 1,348,681 30 404,604 30 638,672 (15,000) (15,000) (249,849) (84,625) 5,008 5,103 (5,712) (2,393) (29,540) (7,533) 16.1 343,579 22.3 300,156
Reconciliation of effective tax rate
Profit before income tax expense Income tax using the Thai corporation tax rate Income tax reduction Income not subject to tax Expenses not deductible for tax purposes Expenses with additional deduction for tax purposes Total
164,308 (424) 163,884
Rate (%) 30
10.0
Separate financial statements 2010 2009 (in thousand Rate (in thousand Baht) (%) Baht) 1,650,731 642,767 495,219 30 192,830 (15,000) (15,000) (313,586) (16,143) 2,817 4,002 (5,142) (1,864) 25.5 163,825 164,308
Income tax reduction Royal Decree No. 475 B.E. 2551 dated 6 August 2008 grants companies listed on the Stock Exchange of Thailand a reduction in the corporate income tax rate from 30% to 25% for taxable profit not exceeding Baht 300 million for the three consecutive accounting periods beginning on or after 1 January 2008.
47
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 32
Basic earnings per share The calculations of basic earnings per share for the years ended 31 December 2010 and 2009 were based on the profit for the years attributable to equity holders of the Company and the weighted average number of ordinary shares outstanding during the years as follows:
Profit attributable to equity holders of the Company (basic) Number of ordinary shares outstanding at 1 January Effect of own shares held (treasury shares) Weighted average number of ordinary shares outstanding (basic) Basic earnings per share (in Baht)
33
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht / thousand shares) 1,706,867 1,110,661 (6,053)
1,013,308 1,110,661 (6,599)
1,486,846 1,110,661 (6,053)
478,942 1,110,661 (6,599)
1,104,608 1.55
1,104,062 0.92
1,104,608 1.35
1,104,062 0.43
Dividends At the annual general meeting of the shareholders of the Company held on 22 April 2010, the shareholders approved the appropriation of dividends of Baht 0.42 per share, amounting to Baht 463.61 million. The dividend was paid to shareholders during 2010. At the annual general meeting of the shareholders of the Company held on 23 April 2009, the shareholders approved the appropriation of dividends of Baht 0.40 per share, amounting to Baht 441.82 million. The dividend was paid to shareholders during 2009.
34
Financial instruments Financial risk management policies The Group is exposed to normal business risks from changes in market interest rates and from nonperformance of contractual obligations by counterparties. The Group does not hold or issue derivative financial instruments for speculative or trading purposes. Risk management is integral to the whole business of the Group. The Group has a system of controls in place to create an acceptable balance between the cost of risks occurring and the cost of managing the risks. The management continually monitors the Group’s risk management process to ensure that an appropriate balance between risk and control is achieved. Capital management The Board's policy is to maintain a strong capital base so as to maintain shareholder, investor, creditor and market confidence and to sustain future development of the business. The Board monitors the return on capital which the Group defines as result from operating activities divided by total shareholders' equity, excluding minority interests and also monitors the level of dividends to ordinary shareholders. Interest rate risk Interest rate risk is the risk that future movements in market interest rates will affect the results of the Group’s operations and its cash flows. The Group is primarily exposed to interest rate risk from its interest – bearing liabilities (note 17). 48
Financial assets Cash at financial institutions Highly liquid short-term investments Deposit in bank for settlement of short term liabilities Restricted cash at bank
2010
173,504 21,534
52,191
2,316,648
Floating interest rate
-
800,000
-
49
-
-
-
-
-
-
173,504 21,534
852,191
2,316,648
Consolidated financial statements Fixed interest rate maturing in: Within After 1 year but After 1 year within 5 years 5 years Total (in thousand Baht)
0.50 - 1.25
0.50 - 1.75
0.25 - 1.50
Floating (%)
0.75 -
1.91 - 1.93
-
Fixed
Average interest rate
As at 31 December 2010 and 2009, the Company and subsidiaries had risk from the changing value of financial instruments, from changing market interest rates as follows:
Notes to the financial statements For the years ended 31 December 2010 and 2009
Robinson Department Store Public Company Limited and its Subsidiaries
Notes to the financial statements
-
-
173,504 308,368 -
Financial liabilities Short-term loans from related parties 1,205,825 Long-term loan from related party -
-
50
113,300
-
-
-
-
61,224
-
-
1,205,825 113,300
173,504 308,368 61,224
852,191
1,754,376
Separate financial statements Fixed interest rate maturing in: Within After 1 year but After 1 year within 5 years 5 years Total (in thousand Baht)
800,000
1,754,376
Floating interest rate
52,191
Financial assets Cash at financial institutions Highly liquid short-term investments Deposit in bank for settlement of short term liabilities Short-term loans to related parties Long-term loans to related party
2010
Notes to the financial statements For the years ended 31 December 2010 and 2009
Robinson Department Store Public Company Limited and its Subsidiaries
-
Saving plus 2.50
-
-
(%)
Fixed deposit plus 1.50
0.50 - 1.75
0.25 - 1.50
Floating
2.00
0.75 6.00
1.91 - 1.93
-
Fixed
Average interest rate
Notes to the financial statements
-
172,230 17,547
Financial liabilities Short-term loans from related parties Long-term loan from related party
-
1,139,274
-
-
-
-
-
-
172,230 17,547
194,385
1,222,590
-
-
51
113,300
-
-
-
-
-
-
-
-
61,224
-
-
113,300
1,139,274
172,230 1,004,508 61,224
102,841
941,761
Separate financial statements Fixed interest rate maturing in: Within After 1 year but After 1 year within 5 years 5 years Total (in thousand Baht)
-
194,385
Floating interest rate
-
Consolidated financial statements Fixed interest rate maturing in: Within After 1 year but After 1 year within 5 years 5 years Total (in thousand Baht)
1,222,590
Floating interest rate
Financial assets Cash at financial institutions 941,761 Highly liquid short-term investments 102,841 Deposit in bank for settlement of short term liabilities 172,230 Short-term loans to related parties 1,004,508 Long-term loans to related party -
2009
Financial assets Cash at financial institutions Highly liquid short-term investments Deposit in bank for settlement of short term liabilities Restricted cash at bank
2009
Notes to the financial statements For the years ended 31 December 2010 and 2009
Robinson Department Store Public Company Limited and its Subsidiaries
-
-
-
Fixed
-
Saving plus 2.50
0.75 - 1.00 Fixed deposit plus 1.50 -
0.75 - 3.60
0.25 - 2.25
Floating (%)
2.00
-
6.00
-
-
Fixed
Average interest rate
0.75 - 1.00 0.50 - 2.50
0.75 - 3.60
0.25 - 2.25
Floating (%)
Average interest rate
Notes to the financial statements
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 Credit risk Credit risk is the potential financial loss resulting from the failure of a customer or counterparty to settle its financial and contractual obligations to the Group as and when they fall due. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. At the balance sheet date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet. However, due to the large number of parties comprising the Group’s customer base, management does not anticipate material losses from its debt collection. Liquidity risk The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows. Determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability. The fair value of trade account receivables and payables, other short-term receivables and payables is taken to approximate the carrying value. The fair value of investments in equity, which are held for trading and available for sales, is determined by reference to their quoted bid price at the reporting date. The carrying amounts of short-term loans to subsidiaries approximate their fair values because they are short-term maturity loans. The carrying amounts of long-term loans to subsidiaries approximate their fair value estimated from the current market interest rates available for borrowings with the same maturity profile. The carrying amounts of borrowings with variable interest rates approximate their fair values. The carryingamounts of other accounts with fixed interest rates are immaterial.
52
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009 35
Commitments with non-related parties
(a) Capital commitments Contracted but not provided for leasehold rights (b) Non-cancellable operating lease commitments Within one year After one year but within five years After five years Total
Consolidated Separate financial statements financial statements 2010 2009 2010 2009 (in thousand Baht) 19,000
20,000
-
-
186,659
184,088
129,961
120,712
496,713 1,376,574 2,059,946
529,753 1,408,262 2,122,103
267,455 407,366 804,782
301,442 370,388 792,542
The Group has lease agreements covering rental and service agreements with several local companies. These agreements are for periods up to 2025.
36
Thai Financial Reporting Standards (TFRS) not yet adopted The Group has not adopted the following new and revised TFRS that have been issued as of the reporting date but are not yet effective. The new and revised TFRS are anticipated to become effective for annual financial periods beginning on or after 1 January in the year indicated in the following table. TFRS
Topic
Year effective
TAS 1 (revised 2009)
Presentation of Financial Statements
2011
TAS 2 (revised 2009)
Inventories
2011
TAS 7 (revised 2009)
Statement of Cash Flows
2011
TAS 8 (revised 2009) TAS 10 (revised 2009)
Accounting Policies, Changes in Accounting Estimates and Errors Events after the Reporting Period
2011 2011
TAS 12
Income Taxes
2013
TAS 16 (revised 2009)
Property, Plant and Equipment
2011
TAS 17 (revised 2009)
Leases
2011
TAS 18 (revised 2009)
Revenue
2011
TAS 19
Employee Benefits
2011
TAS 21 (revised 2009)
The Effects of Changes in Foreign Exchange Rates
2013
53
Notes to the financial statements Robinson Department Store Public Company Limited and its Subsidiaries Notes to the financial statements For the years ended 31 December 2010 and 2009
Topic
Year effective 2011
TFRS TAS 23 (revised 2009)
Borrowing Costs
TAS 24 (revised 2009)
Related Party Disclosures
2011
TAS 27 (revised 2009)
Consolidated and Separate Financial Statements
2011
TAS 28 (revised 2009)
Investments in Associates
2011
TAS 31 (revised 2009)
Interests in Joint Ventures
2011
TAS 33 (revised 2009)
Earnings per Share
2011
TAS 34 (revised 2009)
Interim Financial Reporting
2011
TAS 36 (revised 2009)
Impairment of Assets
2011
TAS 37 (revised 2009)
Provisions, Contingent Liabilities and Contingent Assets
2011
TAS 38 (revised 2009)
Intangible Assets
2011
TAS 40 (revised 2009)
Investment Property
2011
TFRS 3 (revised 2009)
Business Combinations
2011
Management is presently considering the potential impact of adopting and initial application of these new and revised TAS on the consolidated and separate financial statements.
54
Notes to the financial statements
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CONTACT IR TEAM Tel. : 0 2248 2626 ext. 732, 752 E-mail : ir@robinson.co.th
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