Robinson Public Company Limited
2
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
VISION
To profitably grow our market share
MISSION
• To put our customers employees and suppliers at the heart of our business decisions • To be locally relevant in our merchandising offering and our shopping experience • To increase sales by attracting new customers, expanding our customer base and increasing customer spending • To make retail more than just shopping • To invest in the future growth of our stores and people • A Professional and Entrepreneurial approach by our management team. • Attracting, retaining and growing the most talented people in the Retail Industry • Exceeding the expectations of our shareholders, customers and employees
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
3
TRANSFORMING ROBINSON
4
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
02
06
21
24
26
29
38
47
50
51
52
63
85
110
115
118
121
122
127
130
198
VISION AND MISSION
5 YEARS MAJOR DEVELOPMENT
RISK FACTORS
ORGANIZATION CHART
CORPORATE GOVERNANCE
REPORT OF THE AUDIT COMMITTEE
MANAGEMENT DISCUSSION AND ANALYSIS
MESSAGE FROM CHAIRMAN AND MESSAGE FROM PRESIDENT
STRUCTURE OF THE COMPANY AND ITS SUBSIDIARIES
SECURITIES AND SHAREHOLDING STRUCTURE
MANAGEMENT STRUCTURE
CORPORATE SOCIAL RESPONSIBILITY
STATEMENT OF THE DIRECTORS RESPONSIBILITY
INDEPENDENT AUDITOR’S REPORT
FINANCIAL HIGHLIGHTS
NATURE OF BUSINESS
DIVIDEND POLICY
BOARD OF DIRECTORS AND MANAGEMENTS
INTERNAL CONTROL AND RISK MANAGEMENT
CONNECTED TRANSACTIONS
GENERAL INFORMATION ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
5
MESSAGE FROM CHAIRMAN Since its inception 38 years ago, Robinson Public Company Limited has grown from strength to strength and thrived to become Thailand’s leading “department store and lifestyle” with the highest number of branches nationwide. Indeed, such resounding successis a testament to the Company’s unwavering endeavorsin constantly expanding its investment in provinces which have strong economic potential, in keeping with introducing leading-edge products and service excellence to locals across the Kingdom. In so doing, it has enabled the Company to efficiently increase its market share, on par with generating the maximum profits.
Running in parallel with that, Robinson Pcl has placed a paramount significance on human resource development, in line with launching a string of strategic marketing plans so as to achieve a continuous growth in its revenue and profitability Furthermore, by taking the “Robinson Makes Good Deeds” campaign as its theme, the Company has enhanced its role in looking after the society, community and loving environment, while customers are also able to participate in worthwhile social contribution activities for sustainable development. To this end, it helps pave way for the company to triumphantly maintain its widespread popularity among Thai shoppers, on par with preserving the The year 2017 saw an inauguration of three utmost benefits for shareholders, customers, trading new stores, making a total 46 operating branches parters, as well as its staff. including “Department Store” and Lifestyle center” formats nationwide. Thanks to its 11 branches As a forefront, the Company operating under in Bangkok and suburban area, together with 35 good corporate governance with the highest standard branches in regional area, the Company is able to of integrity and transparency and fairness strictly as successfully occupy strategic locations across the per the government’s policy, the Company has been country. Consequently, the Company is equipped certified and become the full member of Thailand’s with higher competitiveness to accomplish its targets Collective Action Coalition Against Corruption (CAC). against a challenging economic backdrop for retail And to its overwhelming pride, the Company is also business. presented with, in SET Awards 2017, the prestigious Outstanding Investor Relations Award for SET-listed companies that have an outstanding performance in implementing investor relations. This is not to mention the Outstanding Business Operator Award 2017, – the illustrious award the Company has been presented with for the 12th consecutive years – from the Department of Labour Protection and Welfare, the Ministry of Labour, for its outstanding labour relations and labour welfare records. Indeed, such honorable awards are a testament to the Company’s unfaltering dedication to promote well-being, in line with providing career advancement for its staff. Finally, may I, on behalf of the Board of Directors, extend my warm thanks for every shareholder for your trust in the Company’s management and corporate governance, for the management team and every staff for your dedication in overcoming numerous challenges, as well as traders for your continued, kind support.
MR. SUDHISAK CHIRATHIVAT Chairman of the Board of Directors (Authorized Director)
6
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
MESSAGE FROM PRESIDENT 2017 was a challenging year amid of economic uncertainty, intense competition in Thailand’s retail sector, and shift in consumer shopping behaviors, we strived to thrive by dynamically refining our business strategy and to execute faster to make everything we do more relevant and respond to our customers in both departments and shopping malls as well as to assist our suppliers and tenants to prosper. We also incubated innovations to build to a solid foundation for sustainable growth under the principles of good corporate governance, transparency and responsibility towards all stakeholders. In 2017, our overall performance progressed in the planned direction. Total revenue recorded at Bath 30,353 million Baht a net profit of Baht 2,742 We were able to efficiently manage our costs. Key factors that contributed to our success were our branch expansion with the launch of three new branches, Robinson Lifestyle Petchaburi, Robinson Department Store Mahachai, and Robinson Lifestyle Kampaengpetch, and the continuous renovating of existing branches into attractive mixed use developments to create new and enjoyable customer experiences by, for example, creating a more fascinating ambience, offering co-working spaces, and arranging seasonal activities and events to make Robinson as center of community to cater consumers of all ages and genders to enjoy, work and shop. Our branches also feature new concepts of department store and integrated layout with the integration of alternative energy sources to help save energy costs and protect the environment. We improved our merchandise assortment to complete all ranges for cater customer groups. Robinson is recognized as a retail innovative leadership in developing private label that differentiates the assortments in our stores and delivers exceptional value to the customer. Merchandise for each private brand, available “Only at Robinson,” is developed to appeal to the diverse demands and changing lifestyles of consumers. During last year, we offer the new range of household product which proved to be consistently well-received by our customers because these products match customer needs and offer good quality and value for money.
MR. WUTTIKIAT TECHAMONGKLAPIWAT Director/ Executive Director/ Risk Management Committee Member/ President (Authorized Director)
We also developed our sales platforms from multi-channel to omni-channel to be in line with consumer lifestyles, with an emphasis on online shopping via portable devices and convergence of online and offline channels to offer integrated services and ease of access and shopping. At every Robinson branches, there are Click & Collect counters where online buyers customers can pick up the goods they ordered from www.robinson.co.th. This enabled us to draw online customers into our offline stores and was one of our strategic aims. As a retailer with the highest number of branches in Thailand, we have established a firm foundation in terms of personnel and strategy to support our future growth and sharpen our competitive edge through effective business administration and management by our management team, partners, and employees. We are confident that our market share and profitability will further grow along our journey towards business successes and, in parallel, CSR in process to achieve solid and sustainable growth.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
7
THE YEAR IN REVIEW ROBINSON’S STORES CURRENTLY, WE OPERATE 46 DEPARTMENT STORES AND 20 SHOPPING MALLS NATIONWIDE AND 2 STORES IN VIETNAM
PRIVATE LABEL BRANDS GROUP BEING DESTINATION FOR “VALUE FOR MONEY” PRODUCTS WITH COMPLETE RANGE OF “GOOD/BETTER/BEST”
8.8%
10.8%
11.3%
OF SALE CONTRIBUTION PRIVATE LABEL BRANDS GROUP 2015
2016
2017
5,410
WITH 5,410 STAFFS EFFICIENTLY SERVE OUR CUSTOMERS EVERYDAY BY PROVIDING PROFESSIONAL, HELPFUL AND HIGH QUALITY SERVICE. 8
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
billion
2.7
NET PROFIT 2017
STRONG FINANCIAL PERFORMANCE WITH A STRONG BALANCE SHEET AND CASH FLOW
OMNI CHANEL OMNI CHANNEL AIMS TO PROVIDE CUSTOMERS WITH A SEAMLESS EXPERIENCE WHETHER SHOPPING ONLINE OR ACT TRADITIONAL STORE.
MR. WUTTIKIAT TECHAMONGKHALAPIWAT APPOINTED AS PRESIDENT OF ROBINSON PCL IN NOVEMBER 2017 WITH THE MISSION TO CONTINUE TO PROFITABLY GROW ROBINSON BUSINESSES AND TRANSFORMING ROBINSON WITH CUSTOMERS AT THE HEART OF BUSINESS DECISIONS
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
9
MR. SUDHISAK CHIRATHIVAT BOARD OF DIRECTORS
Chairman of the Board of Directors (Authorized Director)
MR. SOMCHAI APIWATTANAPORN
Director/ Independent Director/ Chairman of the Audit Committee/ Chairman of the Nomination and Remuneration Committee
MR. CHARAN MONGKOLCHAN Director/ Independent Director/ Chairman of Risk Management Committee/ Audit Committee Member
10
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
MR. SUDHITHAM CHIRATHIVAT
Director / Vice Chairman of the Board of Directors/ Chairman of the Executive Director/ Nomination and Remuneration Committee Member (Authorized Director)
MR. YODHIN ANAVIL
Director/ Independent Director/ Chairman of Corporate Governance Committee/ Audit Committee Member
MR. VITHAYA CHAVANANAND
Director/ Independent Director/ Audit Committee Member/ Risk Management Committee Member/ Nomination and Remuneration Committee Member
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
11
MR. KANCHIT BUNAJINDA BOARD OF DIRECTORS
Director/ Independent Director
MRS. YUWADEE CHIRATHIVAT
Director / Executive Director/ Nomination and Remuneration Committee Consultant (Authorized Director)
MR. PANDIT MONGKOLKUL
Director/ Executive Director/ Corporate Governance Committee Consultant (Authorized Director)
12
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
MR. PRIN CHIRATHIVAT Director / Executive Director (Authorized Director)
MR. PIYA NGUIAKARAMAHAWONGSE
Director/ Executive Director/ Corporate Governance Committee Member (Authorized Director)
MR. WUTTIKIAT TECHAMONGKLAPIWAT Director/ Executive Director/ Risk Management Committee Member/ President (Authorized Director)
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
13
MR. WUTTIKIAT TECHAMONGKLAPIWAT MANAGEMENTS
Director/ Executive Director/ Risk Management Committee Member/ President (Authorized Director)
MR. EKACHAI NITASANAJARUKUL Chief Financial Officer (Effective on 1 January 2018 )
MRS. JINTANA SRIYAOWAPAS District Manager
MRS. NILUBOL LERTMEMONGKOLCHAI
Vice president - International Brands Commercial
14
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
MRS. ORAWAN TIPSUWANPORN Senior Vice President - Merchandising
MR. ANAWAT SANGKHASAP
Senior Vice President – Customer Strategy
MS. SANSANEE NIMPITAKPONG AVP - Property & Lifestyle Mall
MR. SORRAWIS POLPASEE
AVP - Human Resources
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
15
For the first time in Thailand, we developed integrated layout of shopping mall and department store to allow customers to browse the store and mall area following their lifestyle without any boundary.
CO-WORKING SPACE FULL SERVICE FACILITIES 16
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
INTEGRATED LAYOUT
ONLINE
MORE THAN JUST SHOPPING We guaranteed to be your ultimate shopping destination where your happiness will soar once you step in with warm, friendly, and helpful staffs. Our business objective aims to create unforgettable shopping experience to everyone by providing complete range of products and exceptional services which match with the change of customer lifestyles in our 46 stores nationwide and 2 stores in Vietnam.
One of the most important changes we have made over the past year is the new concept of "Making Retail More Than Just Shopping" which is based on the change of customer lifestyle and expectations which requires our department stores to become a place to spend time and enjoy themselves rather than being just a place to buy products. We have also enhanced the theme of Robinson Lifestyle as "Eat-Shop-Play" and to be the "Center of Community" ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
17
PRIVATE LABEL BRANDS GROUP
18
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
“Focus On Every Day Basics For Living With Affordable Price”
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
19
OMNI-CHANNEL MAKING LIFE EASIER EVERYWHERE YOU ARE The Company will continue to develop omni-channel service through Robinson Online Shopping (www.robinson.co.th) as well as Click & Collect service to make customers’ lives and shopping experiences even more satisfying and convenient. Currently, Click & Collect service is considered as the company’s signature omni-channel service which combines online and offline shopping.
20
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Financial Highlights Statement of financial position Total assets (Bt m) Total liabilities (Bt m) Total equity (Bt m) No. of shares (million shares) Statement of comprehensive income Net sales (Bt m) Investment income (Bt m) Total income (Bt m) Cost of sales of goods (Bt m) Gross Profit from sales (Bt m) Selling and administrative expenses (Bt m) Share of profit of associates (Bt m) EBITDA (Bt m) Net profit (Bt m) Per Share basis Book Value per share (Bt/share) Earnings per share at current par value Dividend per share (Bt/share) Dividend payout ratio (%) Financial ratios Gross profit margin (%) EBITDA margin (%) Net Profit Margin (%) Return on Assets(5) (%) Return on Equity (%) Liabilities/Equity ratio (times)
2013
2014
2015
2016 (1)
2017
18,830 6,818 12,013 1,111
23,102 10,062 13,040 1,111
26,059 11,608 14,451 1,111
27,001 10,804 16,197 1,111
27,554 10,032 17,522 1,111
24,300 1,300 26,396 18,386 5,914 5,686 358 4,100 1,986
23,896 1,858 26,614 18,053 5,843 6,328 404 4,343 1,927
25,185 2,554 28,762 19,022 6,163 7,231 451 4,950 2,153
26,078 2,948 30,187 19,574 6,504 7,557 580 5,699 2,815(2)
25,989 3,355 30,353 19,530 6,459 7,828 507 5,576 2,742
10.8 1.8 0.90 50.3
11.7 1.7 0.90 51.9
13.0 1.9 1.00 51.6
14.6 2.5 1.25 49.3
15.8 2.5 1.25(3) 50.6
24.3 15.5 7.5 11.0 18.3 0.6
24.5 16.3 7.2 9.2 16.3 0.8
24.5 17.2 7.5 8.8 16.7 0.8
24.9 18.9 9.3(4) 10.6 19.7 0.7
24.9 18.4 9.0 10.1 17.3 0.6
Remark: (1) In 2016 the Company recorded one-off items amount of Baht 316 million (2) In 2016 Net profit excluding one-off items was Baht 2,499 million (3) Subject to the approval of Annual General Shareholder Meeting on April 19, 2018 (4) In 2016 Net Profit Margin excluded one-off items was at 8.3% (5) ROA: Net Profit Total Asset (Average)
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
21
Gross profit (Bt m) and Gross profit margin (%)
Financial Highlights
Total income breakdown (Bt m) Net sales (Bt m) Investment income (Bt m) Other income (Bt m)
Gross profit (Bt m)
Bt 30,353 m
Bt 6,459 m
26,396
2013
26,614
28,762
2014
2015
2016
24.5
24.5
24.9
24.9
5,914
5,843
6,163
6,504
6,459
2013
2014
2015
2016
2017
2017
Net profit (Bt m) and Net profit margin (%) Net profit (Bt m)
24.3
30,353
30,187
One off items (Bt m)
Gross profit margin (%)
EBITDA (Bt m) and EBITDA margin (%)
Net Profit Margin (%)
EBITDA (Bt m)
Bt 2,742 m
One off items (Bt m)
Bt 5,576 m
Excl.One off = 18.0%
Excl.One off = 8.3%
9.3 7.5
9.0
15.5
7.5
7.2
2,815
1,986
1,927
2,153
2013
2014
2015
EBITDA margin (%)
16.3
2,742
4,100
4,343
2017
2013
2014
18.9
18.4
5,699 316
5,576
2016*
2017
17.2 4,950
316
2016*
2015
*In 2016 the Company recorded one-off items amount of Baht 316 million
Price/share Book Value per share (Bt/share)
Earnings per share (Bt/share)
1.8
2013
0.90
1.7
2014
0.90
1.9
1.00
2015
* Subject to the approval of Annual General Shareholder meeting on April 19, 2018
22
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
15.8
14.6
13.0
11.7
10.8
Dividend per share (Bt/share)
2.5
2016
1.25
2.5
2017
1.25*
Return Total assets (Bt m)
Total liabilities (Bt m)
Total equities (Bt m)
ROA (%)
ROE (%) 19.7
18.3 11.0
16.3
16.7
9.2
8.8
17.3 10.6 27,554
27,001
26,059
23,102 18,830 12,013
10,062
6,818 2013
13,040
11,608
2014
10.1
14,451
2015
17,522
16,197 10,804
10,032
2016
2017
No. of stores in 2017
46
Thailand
Vietnam
20
(26 + 20)
2
2014
2015
2016
2017
2018* (Target)
Total stores in Thailand
39
42
44
46
48
Total stores in Vietnam
2
Year
Remark : The future plans to open new branches are subject to change depending on the economic conditions and investment opportunities.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
23
5 years major development
5 years major development 2013 The Company has continued its proactive approach in store expansion. As such, five new stores were
inaugurated, including four Lifestyle Centers in Kanchanaburi, Sakonnakorn, Saraburi, Surin and one store in a shopping mall in Ubonratchathani. Having closed down its Ratchadapisek store on 26 March 2013 due to the rental contract expired. The Company repurchased shares of CRC sport Company Limited, therefore total shares of its company increased to 40%. In addition to that, the Company was ranked among the prestigious list of top 200 Asia-Pacific companies with a consistent growth and consolidated financial status. Having been ranked among the Asia’s 200 Best Under a Billion list in 2013, it is considered the second time after the Company was first ranked by Forbes Asia in 2011.
2014 Since 4 January 2014, Mr. Alan George Thomson has been the president of the Company succeeding
Mr. Preecha Ekkunagul who resigned. Mr. Alan George Thomson has a vision to drive the Company as “To profitably grow our market share”. The Company has agreed to establish, a subsidiary company called, Robinson Department Store Vietnam Joint Stock Company with aims to invest in retail business in Vietnam. Our Department Store was officially opened in Hanoi and then Ho Chi Minh City (under management contract). This marks an important step on improving the Company’s growth. Moreover, the Company actively expanded its stores by opening five stores in Thailand and were under the Lifestyle Center project, i.e. Chachoengsao Store, Roi-Et Store, SamutPrakan Store, Prachinburi Store and Mukdahan Store. Moreover, Robinson Department Store received award of the outstanding business for Labour relations and Labour welfare from Ministry of Labor and Social Welfare.
2015 The Company actively expanded its stores by opening new four stores which were three Lifestyle centers
in Burirum, Srisaman and Maesot and one department store in shopping mall at Rayong province. In addition, the Company made a continuous refurbishment on its existing branches to be modernized and cater ever-changing demands and diverse lifestyles of customers in each location. Having closed down Robinson Ladya on May 6, 2015 due to rental contract expired. Moreover the Company received award of the outstanding award business for Labour relations and welfare from Ministry of Labor and Social Welfare which was 10 years consecutively.
2016 The Company actively expanded its stores by opening two new stores which were department stores
in shopping mall at Nakorn Si Thammarat and one lifestyle center in Lopburi. Taking “Eat-Shop-Play” as its lifestyle mall concept, Making the store as the first of its kind to have integrated layout. The Company made continuous renovation on its exiting stores to be freshed and modernized. In addition the “Just Buy” Gift shop has also been improved to make it more Stylish along with concept of “Great value” has been unveiled which is one price throughout 365 days. Moreover the Company received award of the outstanding business for Labour relations and Labour welfare from Ministry of Labor and Social Welfare which was 11 years consecutively.
24
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Major changes and developments of the Company in 2017 February: The Company has continued its proactive branding strategy ranging from improving and expanding variety of its product categories to attract more customer spending. However, Ubon Ratchathani Branch 1, was unfortunately closed down as Ubon Ratchathani Branch 2 was able to sufficiently serve the demand of nearby resident and could well response to the province’s economic growth.
March: The Company has developed its “Robinson Shopping Online” website so as to better accommodate the rapidly thriving E-commerce retail business. Focusing on three main categories - health & beauty, home decorative & household-related items and kids’ products, the new online platform was aimed to better respond to evolving lifestyles of customers in a digital era. In keeping with that, the Company increased assortment of product lines to best suits customers’ diverse demands.
May: “Robinson Department Store Public Company Limited” has been changed to “Robinson Public Company Limited” so as to better represent its current business operation and future plans. Furthermore, Robinson Lifestyle Petchaburi was officially opened. Taking “Eat-Shop-Play” as its concept, the mall had on offer leading restaurants, drive-through shops, well-known fashion brands, together with a broad array of first-rated products. Not only a spacious parking area that could serve over 1,300 cars, but Robinson Lifestyle Petchaburi also embraced fitness centers, cinemas, banks, along with a full spectrum of entertainment which is aimed to both facilitate and create a new height of shopping experience for customers. The mall has an integrated layout which joins department store with plaza zone, Robinson Lifestyle Petchaburi was also equipped with a solar roof for energy efficiency.
November: Mr. Wuttikiat Techamongklapiwat was appointed as a new President in replacement of former president, Mr. Alan George Thomsan to steer Robinson. Following the Company ‘s vision” to profitbly grow our market share”. In consistent with that, Robinson Department Store, Mahachai branch, was officially opened while the new layout of health and beauty section was unveiled. Taking “Hello Beauty” as its theme, the latest layout was developed following the “Multi-Brands Specialist Store 360๐” one-stop-service concept which has enjoyed an immense popularity and could perfectly respond to every discerning demand of customers. The Company was also presented, in SET Awards 2017, with the prestigious “Investor Relations Award” which is given for SET-listed companies that had an outstanding performance in implementing investor relations.
December: Robinson Lifestyle Center, Kampaeng Phet branch, was officially opened. A compact-size lifestyle shopping complex covering an area of 30,000 sqm., the mall is served as the Company’s initiative to develop a compact-size lifestyle centre for a small city with fewer population. Taking “Eat-Shop-Play” as its concept, the mall also featured an integrated layout and a solar roof for energy efficiency.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
25
26
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
24.00% Teekathananont Family
50.00% CR Phuket (Thailand) Co., Ltd. 76.00% CR Udornthani (Thailand) Co., Ltd.
50.00% CR Rajchaburi (Thailand) Co., Ltd.
50.00% Nakorn Sri Thammarat Ocean Group Co., Ltd.
35.00% Center Town Co., Ltd.
Remark : CR Group (Thailand) Company Limited had disposed its investment in CR Ubon Ratchathani (Thailand) Co., Ltd. on September 1, 2017.
99.99% Robinson Department Store (Vietnam) Joint Stock Company
50.00% Phuket Ocean Group Co., Ltd.
50.00% CR Nakorn Sri Thammarat (Thailand) Co., Ltd.
99.92% R-Trading (L) BHD
49.99%
64.99% CR Chantaburi (Thailand) Co., Ltd.
99.99% Robinson S.P.V. Co., Ltd.
24.00% Had Yai City Shopping Center Co., Ltd.
76.00% CR Had Yai (Thailand) Co., Ltd.
99.99% Robinson Sukhumvit Co., Ltd.
10.00% Mr. Worawachara Tantranont
89.99% CR Chiang Mai (Thailand) Co., Ltd.
99.99% CR (Thailand) Co., Ltd.
99.80% Robinson Ratchada Co., Ltd.
99.86% Robinson Nakarin Co., Ltd.
Robinson Pcl.
24.00% Siam Retail Development Co., Ltd.
25.00%
24.00% Square Ritz Plaza Co., Ltd.
33.33% RST Sky Bridge Co., Ltd.
40.00% CRC Sport Co., Ltd.
40.00% Power Buy Co., Ltd.
Structure of the Company and its subsidiaries
12.00% Harng Central Depratment Store Co., Ltd.
12.00% Langsuan Realty Co.,Ltd.
26.99% Mr. Anant Asavabhokhin
12.00% Harng Central Depratment Store Co., Ltd.
12.00% Langsuan Realty Co.,Ltd.
52.00% Mr. Achanan Asavabhokhin
33.33% C.T. Land Co., Ltd.
33.33% Quality Inn Co., Ltd.
60.00%
60.00%
Central Retail Corporation Co., Ltd.
Structure of the Company and its subsidiaries
The Company and its subsidiaries Name
Paid-up Capital (Baht)
Robinson Public Company Limited
3,942,847,022
CR (Thailand) Co., Ltd.
3,201,000,000
CR Ratchaburi (Thailand) Co., Ltd. CR Chiang Mai (Thailand) Co., Ltd. CR Hadyai (Thailand) Co., Ltd. CR Udonthani (Thailand) Co., Ltd CR UbonRatchathani (Thailand) Co., Ltd. CR Chantaburi (Thailand) Co., Ltd. CR Nakorn Sri Thammarat (Thailand) Co., Ltd. CR Phuket (Thailand) Co., Ltd. Robinson Nakarin Co., Ltd. Robinson Sukhumvit Co., Ltd. Robinson Ratchada Co., Ltd. R-Trading (L) BHD Robinson S.P.V. Co., Ltd. Power Buy Co., Ltd. CRC Sport Co., Ltd. Siam Retail Development Co., Ltd. Square Ritz Plaza Co., Ltd. R.S.T. Sky bridge Co., Ltd. Robinson Department Store (Vietnam) Joint Stock Company
Nature of Business
645,600,000 220,000,000 202,000,000 225,000,000 71,000,000 160,000,000 560,000,000 177,000,000 105,000,000 100,000,000 75,000,000 50,000 1,000,000 560,000,000 370,000,000 500,000,000 125,000,000 49,395,000 10,000,000 US Dollar
}
Retail, including department stores and shopping mall in Bangkok and upcountry areas, under “Robinson” brand. The stores include: Sukhumvit, Bangrak, Bangkae, Srinakarin, Fashion Island, Rangsit, Rattanathibet, Rama9, Sriracha, Ayutthaya, Chonburi, KhonKaen, Trang, Chaingrai, Pisanulook, Suphanburi, Bangna, Lumpang, Suratthani, Kanchanaburi, Ubonratchathani 2, Sakonnakorn, Saraburi, Surin, Chachoensao, Samutprakarn, Roi-Et, Prachinburi, Mukdaharn, Rayong, Burirum, Srisamarn, Maesot, Lopburi, Phetchaburi, Mahachai and Kamphaengphet Holding company to jointly invest in department store business under the “Robinson” brand in seven provinces Operating a department store in Ratchaburi Operating a department store in Chiang Mai Operating a department store in Hadyai Operating a department store in Udonthani Operating a department store in UbonRachathani Operating a department store in Chantaburi Operating a department store in Nakorn Sri Thammarat Operating a department store in Phuket Dormant company Dormant company Dormant company Invest in businesses Repurchase Notes under VDRP Operating specialty stores: Electrical Appliances Operating specialty stores: Sports Accessories Owner and management of Fashion Island shoppingcomplex (Ramindra) Build and manage the sky train connection todepartment store Operating a department store in Vietnam
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
27
Structure of the Company and its subsidiaries
Relationship with business corporation of major shareholders Major shareholders’ business structure as of 31 December 2017 Shopping Mall & Real Estate
Central Group
55% Central Pattana Pcl.
Hotel
64% Central Plaza Hotel Pcl.
Restaurant
64% Central Plaza Hotel Pcl.
Wholesale Business (Importing Goods)
Department Store
62%
CRC Sport 40% (Central Group 60%) Robinson Pcl. Power Buy 40% (Central Group 60%)
Construction Material Home & Decoration electric appliances Consumer Goods Office Equipment, Book and Online Retail Business
B2S 99.99% 53%
COL Pcl.
Office Club (Thai) 99.99% Cenergy Innovation 99.99%
The Company is one of the business units under the Central Group. A policy of the Group is to promote competitiveness by investing in related businesses including shopping center development, rental space, as well as importation, production and distribution of fashionable clothing and personal items. In addition, the group also focus on centralized retail management which support retail business in order to enhance economies of scale and expertise as well as competitiveness. In addition, the Company has a policy on connected transaction, details of which are specified in the “connected transaction” section.
28
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Total Income Structure Type of revenue / the Company Revenue from sale of goods • Robinson Pcl. (1) • Subsidiaries* (2) Total revenue from sale of goods (1)+(2) Investment income Other income Share of profit from associates Total income
2017
2016
2015
Million Baht
%
Million Baht
%
Million Baht
%
19,788 6,201 25,989 3,355 1,009 507 30,860
64.12 20.09 84.22 10.87 3.27 1.64 100.00
19,641 6,437 26,078 2,948 1,162 580 30,767
63.84 20.92 84.76 9.58 3.78 1.88 100.00
18,534 6,651 25,185 2,554 1,024 451 29,214
63.44 22.77 86.21 8.74 3.50 1.55 100.00
Note: Subsidiaries including CR Ratchaburi (Thailand) Co., Ltd. (Hold shares of 99.99%), CR Chiang Mai (Thailand) Co., Ltd. (Hold shares of 89.99%), CR Hatyai (Thailand) Co., Ltd. (Hold shares of 76.00%), CR Udonthani (Thailand) Co., Ltd. (Hold shares of 76.00%), 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%) and Robinson Department Store (Vietnam) Joint Stock Company (Hold shares of 99.99%) and CR Ubonratchathani (Thailand) Co., Ltd. (Held shares of 74.99%) was closed down on February 6, 2017 and Company sold entire shares on September 11, 2017.
Nature of Business Robinson PCL has operated retail business over 3 decades with extensive network of both local and international partners. The Company offers good quality and value for money to cater every group of customers. Currently we operate 46 branches in nationwide and 2 branches in Vietnam. The retail business structure divided into 4 segments: 1. Department store: Currently the Company operates 46 department stores in Thailand. The Company offers products from leading local and international brands as well as our own exclusive brands. In addition, the Company has taken into consideration numerous aspects, including popular product categories, fashionable designs, differentiated merchandise and maximize variety of items to suitably fulfill every discerning and customized demand. In addition, the Company has expanded its business to online in order to facilitate customers and captured new group of customers 2. Shopping mall: Currently, the Company operates 20 shopping malls nationwide. The Company started its development in 2010. It is now a full-fledged shopping mall with full tenants. It includes department stores, food centers, premier restaurants, movie theaters, banks, supermarkets, water parks, fitness centers, and other facilities within the shopping complex. Besides, the Company aims to build a shopping mall as a community center in order to support Small Business Entrepreneurs (SME) to develop their own brands for sustainable growth along side with the Company. In addition, the Company continues to develop shopping malls with differentiated positioning and concept to attract customers and making them enjoy more shopping in our lifestyle centers.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
29
Nature of Business
Nature of Business
Nature of Business
3. Brand management: Well-known international and local brands which are selected to be available only at Robinson Department stores such as Just buy, Payless, Baby shop, Home&Co, Claire’s and etc. 4. International business: The Company has operated department stores in Hanoi and Ho Chi Minh City, Vietnam in 2014.
Products categories divided into 2 groups Categories of Products Signature categories and playing to trends Other categories Total
2017
Net sale (%) 2016
76 24
74 26
100
100
2015 72 28 100
1. Signature categories and playing to trend 1.1 Signature categories Aims to be number one in customer mind for these signature categories in each destination. In addition to fulfill the needs of our target customers. These can be categorized as follow 1.1.1 Health and Beauty category comprises of cosmetics make up products, skincare products, perfumes, and others in affordable prices; 1.1.2 Home category comprises of towels, beddings, kitchenware, home decoration and household items and small appliances. All of which are available in variety of designs with the best quality; 1.1.3 Shoes, Handbags and Luggage category comprises of shoes for both children and adults as well as handbags for men and women and variety of luggage; 1.1.4 Jeans and Unisex category comprises of multitude of denim products and wide range of unisex clothing available for both men and women; 1.1.5 Kids category comprises of children’s wear, shoes, utensils and toys for newborn to grown-up kids. Product from leading brands are extremely on safety for children and are made with highest care and quality; 1.1.6 Lingerie category comprises of women’s lingerie, pajamas, swimming suits and other women’s underwear products; 1.2 Playing to trends: the products focusing on current trend of customers such as Ath-Leisure clothing and Gift shop (Just Buy). 2. Other categories 2.1 Men and women fashion category comprises of clothing, the diverse array of items which are up to date to current trend. These products are available for teenagers and the working people. 2.2 Jewerly and Accessories comprises of jewelry and other accessories; 2.3 Others aside from the aforementioned types, the Company has offered other types of products such as automobile tools and equipments, stationary and etc.
30
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
The management for these type of products can be divided into main 2 categories as follows: 1. Leading brands: International and local brands which have been meticulously selected to be on offer at Robinson’s branches, these product lines include cosmetics, lingerie, men’s and women’s wears, footwear, toys, small appliances, as well as other products in numerous categories. 2. Private label brands group can be divided into 2.1 House brand products: Having continuously developed its house brand products, the Company has taken into consideration numerous aspects, including popular product categories and fashionable designs. Not only having placed a strong emphasis on its differentiated merchandises, but the Company has also ensured to maximize variety of items to suitably fulfill customers. Besides, these house-brand products are made available at reasonable prices and exclusively at Robinson’s branches. The Company continues to develop those house brands in respond to consumers’ diverse preferences, in conjunction with strategic marketing campaigns, the Company is believed to create effective brand awareness among customers. Product Categories
Brands
Kitchen, small appliance and bedding Fashion and Ladies’ wear Shoes, bags and Ladies’ accessories Fashion and Men and Ladies ’s wear Children products Health care products and sport product
2.2 Exclusive international brand products: Well-known international brand which is selected to sell only at Robinson’s branches as follow 2.2.1 Payless Shoesource is an American’s leading footwear store with over 4,400 branches in 35 countries. As an only authorized dealer, Payless Shoesource is made available exclusively at Robinson’s branches as well as on its online platform. Having on offer numerous value-for-money products such as shoes, bags and shoe care products, the brand’s distinctive feature is its broad spectrum of men’s, women’s and kid’s footwear from leading brands suchas Airwalk, Dexter, American Eagle, Comfort Plus, Disney and many more. Not only stylish design, but several models of footwear are also equipped with leading-edge innovations for the utmost comfort for the wearer. Besides, following the Company’s strong emphasis on profitably grow our market shares, on par with differentiating its product lines, new branch expansion is mainly focused on strategic locations. Also, by taking the “More Style, More Saving” concept as its theme, the Store is aimed to successfully create continuous brand awareness among its extensive customer base. 2.2.2 Baby shop (Kids product); a leader children’s retail category with has more than 300 branches across 14 countries. It offers a wide range of products specializing in baby basics, toys, safety nursery furniture and travel accessories for newborns, toddlers and children up to 8 years of age. ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
31
Nature of Business
2.2.3 Gift shop category (Just Buy): Targeting an extensive customers includes a wide array of merchandise, namely household-related items, cosmetics, women accessories, fashion items, gadgets, party equipment, stationery and seasonal products which cater to all customer groups. Furthermore, in order to differentiate itself from competitors on par with increasing a better brand awareness, last year also saw a modification and maximization of Just Buy product lines. In conjunction with that, a refurbishment of its existing stores has been accomplished to best respond to customers’ shifting demands.
Market and Competitors Competitors Under the current market conditions, both shopping mall or department store operators are exposed to growing competition, not only from existing player and new entrants but also specialty stores. In addition, the rapid growth of online shopping (E Commerce) has influenced in accordance to customer’s purchasing behavior focus on convenience and speedy service. 1. Department store operators The Company’s direct competitors in term of nearby locations or sharing similar target groups and department store operators can be divided as follow 1.1 Chain Department Stores, including Central Group manages under the brands: • Central Department Store which operates the department stores in Thailand for over 70 years which focus on Bangkok Metropolitan Area (BMA) with high purchasing power including foreign tourists. A total of 21 Central Department Store branches can be divided into 13 in Bangkok and 8 in regional areas. • Zen Department Store which focus on the teenagers and new generation people who have high purchasing power. There is only 1 department store branch in Bangkok. The Mall Group have a total of 11 branches, they manages shopping malls and department stores under the brands: • The Mall Department Store focus on the middle income customers. A total of 7 The Mall branches can be divided into 6 in Bangkok and 1 in regional area. • The Emporium (1 branch), Siam Paragon (1 branch) and The Emquartier (1 branch) which are all located in Bangkok. Their target customers are high purchasing power and adore luxury. In addition, The Mall alos opened 1 shopping mall in Huahin (Blue port) 1.2 Other department store operators, for example Tang Hua Seng department store, Tokyu department store, Isetan department store, and local department store operators of each regional area. 2. Other retail business operators include community malls, discount stores/super centers, and various types of shopping mall such as Central World, Esplanade, King Power, Platinum Mall, Crystal Park, Terminal 21, Mega Bangna, Terminal 21 in Korat and more well-known international fashion brands such as UNIQLO, H&M, Topshop, SARA and etc. These operators are the Company indirect competitors as the target groups of customer or the purposes of purchase are quit different. 3. Online or E-commerce business: Online channels have been gaining ground in Thailand, like elsewhere in the world. E-commerce business has enjoyed a continuous leap growth due to consumers’ behavioral changes by focusing on convenience and speedy service. E-commerce operators such as Lazada, Lineshop, Rakuten and etc.
32
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Overall Thai Economy and Retail industry For the Thai economy in 2017 by the Office of the National Economic and Social Development Board (NESDB) expanded by 3.9 % improving from 3.3 percent in 2016. Export value grew by 9.7 percent while private consumption and total investment increased by 3.2 and 0.9 percent respectively. The headline inflation averaged 0.7 percent NESDB expected Thai economy in 2018 will grow by 3.6 - 4.6 percent. The main contributing factors are the following: (1) favorable economic growth in the world (2) Accelerated by the progress of major investment projects and the increase of the investment budget (3) improving private investment (4) positive outlook for major economic sectors, and (5) improving employment and income base. The export value is expected to grow by 5.0 percent. Private consumption and total investment grew by 3.1 percent and 5.5 percent, respectively. The average headline inflation was in the range of 0.9 - 1.9 percent. Compared to the previous annum, retail business in department store and shopping complex has experienced a more aggressive competition. It is undeniable that consumers’ spending pattern has evolved and currently, the utmost convenience and swiftness have become their priority. This, coupled with blossoming community malls and escalating popularity in an online shopping, has led to an implementation of new strategic marketing plans along side a continuous development of service standard. In coping with shifting consumers’ behaviors, the Company has accordingly modified its strategies so as to guarantee a pleasurable shopping experience. In so doing, the Company is believed to maintain its existing customers while continuously expanding new customer base. In addition, the Company continued to open new branch and renovate of its existing stores. To best achieve its targeted goal, the Company focused on launching lifestyle centers in regional areas as market size is relatively small, competition rate remains moderate and, therefore, is presenting high growth opportunity. Also, in order to timely respond to the booming E-commerce business, the Robinson Online Shopping platform is made available via www.robinson.co.th website. As a channel which enables customers to get access to the store’s products and promotion campaigns in a more rapid and convenient manner, this online platform also embraces the “Click and Collect” service from which customers can choose whether they prefer to have their purchased products delivered to their addresses or to pick up by themselves at any of the 46 Robinson or Central branches nationwide.
Competitive Strategy Having placed a paramount significance on the customer-centric strategy, the Company believes that numerous factors namely modernization of product lines, marketing campaigns, developed shopping mall design and upgraded service standard in corresponding with consumers’ rapidly-evolving lifestyles in a digital age will contribute to the Company’s higher competitiveness. Besides, by being able to timely respond to customers’ shifting demand and spending power, the Company is able to make an accurate analysis and customer segmentation. In order to achieve its targeted goals to profitably grow our market share, the Company’s business operation follows five key strategies namely: 1. To increase sales volume In order to cater to customer’s evolving demands, the Company has meticulously selected top-notch products to be on offer at its branches. Thanks to a vast variety of its product lines, coupled with the fact that these products are exclusively available at Robinson for differentiation. Running in parallel with that, a string of creative marketing campaigns have been adopted so as to attract increasing customers, while stimulating their purchasing demands.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
33
Nature of Business
Aside from that, the Company is committed to enhancing the “Robinson” brand value via strategic marketing campaigns which have enabled the Store to exercise a Customer Relationship Management (CRM) among regular customers (The 1 Card members). And thanks to numerous PR campaigns, including via an online platform, the Company can effectively highlight a stylishly modern image of the store and shopping complex. Having always underlined the importance of partnership building, the Company has increasingly partnered with new business alliances so as to create new marketing campaigns, upgrading its products and services, on par with introducing more benefits for customers. Aside from that, partnership building has also enabled a customer database exchange which is believed to pave way for an access to new group of customers. 2. To improve gross margin The Company has always remained steadfast in its commitment to continuously improving quality and design of its products, while maximizing variety of private label brands group which are exclusively available at Robinson Stores. In doing so, it is believed not only to differentiate, but also catering to customer’s discerning demand for value-for-money products and, thereby, efficiently expand new customers base. This, coupled with a string of suitable promotion campaigns, has contributed to the Company’s improved gross margin and, hence, paved way towards future sustainable growth. 3. To manage cost base The Company has implemented its selling and administrative expenses measure and, to this end, cutting-edge technology has been incorporated in consistent with a continuous personnel development. Besides, in order to enhance its working efficiency and productivity while minimizing expenses, a use of tablet has been introduced for an internal communication, an in-store inventory check, as well as facilitating an online purchase. What’s more, an integrated layout has been adopted for the most efficient space utilization. Running in parallel with that, the Company also pinpoints energy efficiency alongside the use of an environmental-friendly technology. For instance, solar roof is incorporated at its recent malls which are open for service from the year 2015 onwards. In keeping with that, other measures, which operates in conjunction with Central Group, namely procurement is also implemented for the most efficient cost management. 4. Investment for the future The Company’s strategies are as follows: 4.1 An efficient new branch expansion on strategic locations to sustainably maintain its market share With an aim to occupy strategic locations on par with timely reaching its target groups, the Company remains steadfast in its commitment to continuously inaugurating new mall across the country. In so doing, it is believed to suitably respond to an economic growth and burgeoning urbanization of regional areas, particularly those along Thailand’s neighboring countries which will be immensely benefited from the launch of ASEAN Economic Community (AEC). In 2017, three more branches were launched namely two lifestyle centers format at Petchaburi and Kampeangpetch and one department store format at Mahachai. 4.2 An integration of cutting-edge technology and IT system to enhance its proactive product distribution channel Considered one of Thailand’s vital policies for an economic drive and prosperous future, Digital Economy initiative incorporates leading-edge information and communication technology, coupled with an implementation of related policies in corresponding with the state’s policies which also includes Thailand 4.0.
34
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
In supporting of the emerging challenges in the digital era, the Company began to lay the foundations for key strategic direction. The Company has aggressively developed e-commerce business and online business since 2015 till the present, so as to cater to shifting consumers’ behavior. In this year, the Company has launched new online website as well as upgraded its social media platform so as to more effectively communicate with its customers and, thereby, can further expand business success to an online market which are comprising of Line with 14 million friends, facebook with 900,000 followers, Line with 12 million friends and instagram with 53,000 followers. The Company has recently provided an Omni-Channel retailing - the latest platform for an ultimate shopping experience which integrates physical store with an online one. Thanks to this new distribution channel, it has enabled the Company to better introduce a broad array of first-rate, yet value-for-money merchandise, as well as Exclusively@Robinson products and, thereby, can efficiently differentiate the Store from competitors. Running in parallel with that, the Company has also implemented its string of creative promotion campaigns for differentiation as well as the extensive coverage of logistic center in nationwide. Besides, the Company also provides the super convenient “Click and Collect” service which enables customers to choose whether they would like to have their purchased products delivered to their home or to pick up by themselves at any of the 46 Robinson’s stores or Central branches nationwide. 4.3 Human resource and retaining personnel for future organization’s structure The Company has always placed a paramount significance on its human resource, ranging from searching for true professionals to a continuous personnel development. In so doing, it is believed to enhance the staff’s skills, knowledge, potentials, along with their spirit of leadership and management capabilities and, thereby, can better respond to the Company’s future promising growth. Besides, being equipped with highly-experienced personnel, the Company is ensured to have on hand a team of experienced branch managers, as well as qualified staff who have undergone rigorous training sessions on customer service and good human relations and, therefore, can successfully maintain a continuous service excellence. 5. Making Retail More Than Just Shopping The Company is committed to make a continuous renovation on its existing branches, in line with introducing a new height of shopping experience which inspires fun and excitement for customers. With state-of-the-art service that has been suitably upgraded to meet an ever-changing demands and diverse lifestyles of customers in each location, the Store is currently equipped with a broad array of facilities ranging from stylish cafes, recreation area, free WI-FI hotspots, cell phone charging stations to fitness center. Running in parallel with that, event promotions are periodically held on various occasions under the concept of Center of Community so as to attract more customers. Moreover the Company also improves service quality in many aspects such as better standardized service, product knowledge to best facilitate to customers, maintain strong relationship between customers and the Company which leads to re-visit the store.
Target Customers The Company’s major target groups are modern families and young professionals with age of 25-45 years old who have medium to high purchase power, modern lifestyles, prefer popular fashion products and focus on quality of products at reasonable prices.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
35
Nature of Business
Our customers are not only local customers but also foreign tourists from Middle East, Chinese, Taiwanese, Korean, Japanese, European tourists and also expats. The Company provides variety of products to cater each group of customers at branches that are located in such group’s areas or proximity with expatriate area including Sukhumvit, Bangrak, Phuket, Chiang Mai, Had Yai Sriracha and Chonburi. Besides, the Company launched the tourist card and VAT refund for tourists. Recently, the Company has introduced the “Robinson Beauty Club” Loyalty Program. With an aim to consolidate its competitiveness in terms of maintaining and expanding customer base in cosmetics and beauty products - an intensely competitive product segment, the Loyalty Program has on offer for customers with a number of privileges in accordance with their shopping pattern. Since 2015, The Company has developed electronic payment system that called E Gift card for cater the customer demands. The Company conducted survey of customers’ satisfaction inside our department stores and shopping centers. In 2018, a random survey of 100 customers in each branch in 23 branches. Overview of the customers’ satisfaction as follows.
Customer’s satisfaction survey
2017
2016
2015
Number of branches surveyed Overall customer satisfaction survey included staff service, product variety, promotional activities, location and convenience.
23 Branches
18 Branches
14 Branches
97%
96%
96%
The survey result found that the overall customer satisfaction was at good level. The main reasons for increasing overall satisfaction were product variety, unique/ differentiated products, attractiveness of promotions, staff service, product knowledge, availability of desired products and shopping ambience. However the Company has continued to implement customers’ satisfaction survey to improve its services.
Procurement of Products and Services 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, 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, India, Japan, UAE, United States of America and Australia. The main purpose of overseas purchases is to offer new varieties of products that are different from its competitors.
36
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
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 an 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 - consignment basis and credit merchandise basis which was approximately 70%-80% and of 20%-30% of our sales respectively.
Environmental impacts Our business has no any impact on the environment. However the Company is continuously aware of its social responsibility and environment. During the past several years, the Company has aggressively expanded lifestyle centers, so it was indirectly related to the surrounding community as well as relevant environment in many aspects during the construction. The Company has done a survey and listen to social opinions and surrounding communities through various channels in order to assess the potential impacts and set up appropriate measurements to reducing such impacts.
Business plan Following on from an ever-dynamic and rapidly-shifting current retail business, the Company is compelled to implement strategies to better respond to customer needs in a timely manner. The customer centric is the Company’s key strategy ,which emphasizes on improving product categories and variety to fulfill customer needs. Looking ahead, the Company is also moving towards becoming an Omni Channel retailer to facilitate the most convenience and cater to its customers’ demand by integrating both offline and online shopping platforms all under one roof. In consistent with that, the Company is also committed to branch expansion by incorporating more cutting-edge innovations, on par with renovating its existing stores so as to better differentiate itself from competitors. By providing a new height of pleasurable shopping experience, while bringing together a full spectrum of products section and service excellence, Robinson stores have successfully thrived to become the center of community in every regional area in line with its “making retail more than just shopping” concept. Moreover, the Company has always stressed the importance of enhancing better efficiency and continuous personnel development to sustainable growth.
Expansion plan in 2018-2022 The Company plans to expand its branches in the department stores and shopping centers (Lifestyle center) for 2-3 branches each year. In 2018, plans to open two shopping centers in Thailand. The future plans to open new branches are subjected to change depending on the economic conditions and investment opportunities.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
37
Risk Factors
Risk Factors
Against the current economy, coupled with an intense competition among retailers, consumer spending and popularity of online shopping platform, Robinson Public Company Limited has placed a great emphasis on the continuous risk management development. By strictly adhering to the risk management policy which takes into consideration the Company’s mission, targeted goal and business strategy, the Company firmly believes to efficiently minimize chances of risks that may impact its business operation. To this end, the Company’s Risk Management Committee is responsible for establishing risk management policy and guideline for the prevention of risks, in consistent with overseeing operational procedures to ensure an adequate and appropriate risk management under acceptable risk levels. Furthermore, the Risk Management Committee meeting is quarterly scheduled, while the revision of the risk management is regularly held. In so doing, it is to ensure that the risk management agenda has been integrated into the Company’s strategy and business plan and, hence, will enable the Company to mitigate risk. Besides, being equipped with suitable preventive measures, it is believed to improve the Company’s competitiveness and thereby pave way for its future success. A number of risks that may provoke negative effects upon the Company’s business operation can be summarized as follows:
1) Strategic Risk The ability to respond to fluctuate economic conditions and competitions The uncertainly of economy is one factor to impact retail business and overall operation of the Company. Therefore the Company adhered to careful operate business. As impact of overall economy last year that made the Company to set up a system to punctually follow, assess, and quarterly report the economic situation and other important situations to the Risk Management Working Team in order to be able to specify and adjust the risk management plan to match each risk in that time. In addition, to ensure that the Company reaches its goal in business operation including set up mitigations plan for the possible risks in time. These plans and strategies will further be quarterly reported to Risk Management Committee. As the overall global economy and domestic economy are gradually recovered. In addition, high intense competition in department stores, shopping malls and new retail players as well as the strong growth of E-Commerce. Therefore, the Company has adjusted strategy to cater the customers’ demand as well as assigned suitable promotion and marketing activities to stimulate customers’ spending along with implement internal process and activities in order to reduce the overall cost.
38
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
However, the Company focus on its main strategy, to build competitiveness by presenting the differentiated products and new brands to cater customer’s lifestyle with great service. The Company also emphasized on the marketing activities in both Bangkok stores and provincial stores so as to promote marketing in the area and to be memorable. Furthermore, the Company deeply analyzed customers’ spending behavior so as to introduce promotion campaign to cater each customers’ group as well as continuously publicized the marketing to expand the member base. Apart from increasing sales, it also builds good image and customer loyalty to Robinson Department Store and lifestyle centers. With regards to new investment and branch expansion, the Company has always conducted a thorough survey, marketing research and competitor analysis by taking into consideration both internal and external factors. In so doing, it is believed to efficiently make a conclusion for the department store or shopping mall format, while being able to designate suitable tenant’s proportion for each store. Besides, in conjunction with its tenants, the Company has jointly planed and developed new business collaboration on par with extending its support for local entrepreneurs to have their products retailed at the stores. Running in parallel with that, the Company is committed to searching for new and trendy shops namely food and beverage, tutoring centers, along with beauty and dental clinics to be included at its malls. In so doing, it can effectively enhance the potential of regional areas, while attracting more customers and better catering to their specific demands. In addition to that, the shops’ business performance has been reviewed and evaluated, while aiding measures for tenants have also been extended. Being entrusted with a responsibility to look after and constantly maintain a close relation with the store’s tenants, the tenant relations team not only listens to their problems and suggestions, but also provides advisory services and together finds the best business solution to jointly achieve a promising growth. Regarding operation systems, the Company had on hand the highly-efficient operational management system which included the Logistic and Supply Chain merchandise management system which helped lessen procurement and logistic procedures. Furthermore, the Company had also integrated a top-of-the-range computer system in its inventory management to minimize risks of obsolete stocks and to quickly and appropriately respond to sales operation. Besides, the Company ensured the efficiency of its front office operating system, Mobile payment application for example ALI pay or Samsung Pay, follow-up system on marketing plans and on customer behavior. In addition, having stores all across major cities, 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. Therefore, the Company can maintain normally its good operation.
2) Operation The Obsolete Stocks The Company operates the department store business with emphasis on continually providing fashionable products as well as modern products including changed product categories in order to cater customers demand with affordable price. Hence, when consumers’ trend has changed and have various shopping channel for example online shopping, imported products and etc. Those factors might be impacted to the Company’s products to be become obsolete and cannot be sold. Hence, the Company closely monitor in term of planning, sourcing the product and supply chain management as well as regularly control and monitor the stock movement in each stores to ensure that the inventory have sufficient stock for sale in the stores. In addition, the Company has set an accounting policy that included provision for impairment of inventories in the credit stock to reflect normal operation. While the rest products, the parties have agreed to be responsible for the case of obsolete stocks. Therefore, risk associated with the obsolete products has no significant impacts on the Company’s operation.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
39
Risk Factors
The dependency of procurement from the suppliers The Company diversified its purchases from more than 2,000 suppliers in order to increase variety and differentiated products in compliance with the Company’s strategy, which also included reducing dependency on large procurement from a single and specific supplier. However the Company has ordered products from several major suppliers whom have famous brands and well known among customers. The Company also acts as a major partner in distributing products for such suppliers in both Bangkok and up country. Moreover, there were mutual cooperation in developing product, promotional campaign and supply chain on a regular basis in order to provide sufficient products and cater to customers’ demand.
The dependency of leasehold for land and building for operation The Company owns land and buildings for 15 of its stores. For other stores have rental contracts, sublease contracts, and leasehold rights on land and buildings from existing owners for the rest of its department store. 14 of its stores are leasehold through Central Pattana Pcl which are the group’s company. 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 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. In the case when the Company has leased building from other shopping mall operator and must depended on their management. However, the Company has cooperated and followed up the building maintenance service provided by the management of the shopping mall on a regular basis to ensure that the buildings of shopping mall were safe and suitable for the Company’s business operation.
Risk factors for safety, accident, natural disaster, epidemic and terrorism Being mindful of the possibility of an accident and natural disasters ranging from flood, fire, earthquake, epidemic as well as terrorism, the Company, which currently has its operating branches nationwide, has always placed a paramount significance on safety of life and property of both its customers and staffs. As such, the Store has outlined stringent safety control regulations, on par with closely monitoring and analyzing chances of risk that may lead to the Company’s averse effects, in consistent with organising a strategic plan to best cope with any risks that might arise. With regards to a list of earthquake-prone areas provided by the Department of Mineral Resources, the Company has determined a zoning designation of branches located in the Northern region to be in risk areas where there is a tendency for an earthquake. As such, an earthquake and evacuation drills have been continuously conducted, in conjunction with a practice of relocating the Company’s important documents. In addition to that, an insurance for possible loss and damage has been made to cover all properties that the Company holds an ownership, along with assets under its control and a third party liability insurance. Furthermore, the Company also has its operation covered under the business interruption insurance in case any branch is temporarily unable to operate, the Company is still able to receive a compensation for its loss of earnings. Aside from the aforementioned measures, the Company has consistently accumulated statistics of accidents occurred on its staff, customers and properties so as to make an accurate analysis and, thereby, is able to organize suitable plans and preventive measures for related sectors. Additionally, the Safety, Occupational Health and Working Environment Committee has been appointed in every operating branches in compliance with the law prescribed by the Ministry of Labour. Being entrusted with a responsibility to monthly examine risk areas on safety, healthcare and environment both
40
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
inside and outside of the buildings, the inspectors will present a number of possible risks to the Committee or related sectors for further improvement and keep updated with the progress in the next evaluation. As a testament to its strong dedication, the Company was presented with an illustrious Outstanding Award for Safety, Occupation Health and Environment 2016 from the Ministry of Labour. Realizing that an epidemic outbreak over a particular period of time can trigger an unfavorable effect upon department and shopping mall. The Company has, therefore, strictly followed the Ministry of Public Health’s measures in a prevention of infectious diseases. To this end, both interior and exterior of the shopping mall’s premise, particularly areas with a great customer density, are ensured to be kept clean at all time. In keeping with that, an uncompromising standard of cleanliness in ventilation and air-conditioning system has been consistently maintained, on par with a stringent hygiene monitoring system inside all shopping malls. Having placed a strong emphasis on terrorism risk, the Company is equipped with a preventive measure, while staffs are regularly trained to be able to adequately cope with any situations that might arise. In addition, branches with such risk are also covered with terrorism risk insurance.
3) Finance Financial liquidity With regard to the financial liquidity as of 31 December 2017, the Company had current assets of Baht 5,383 million and current liabilities of Baht 8,130 million, representing a current ratio of 0.7 times. Also, the Company had loan from financial institutions of Baht 1,768 million. The Company’s current liabilities are mostly trade accounts payable, which is a general feature of retail business in the category of department store. Moreover, most of the Company’s trade accounts payable were trade accounts payable which have the condition that payment will be made only when products are sold, taking 70-80% of the product costs. The Company will pay the costs to the other party when the product is sold and paid by the customer. Hence, the existing amount of current liabilities has not created any effect on the Company’s normal liquidity. Currently the Company has net debt to equity ratio remains low at 0.1 (Less than 1.0 ). The Company has a policy regarding cash balance management by managing and investing in various forms such as bank 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. Furthermore, regarding financing for store expanding investment plan including continuous renovation of existing stores every year, and provides long-term loan to support to investment plan at the right interest rate. The Company has a cash flow projection and strictly disciplines in investment including continuously building good relationship and high confidence among financial institutes. At present the Company has solid financial statement and able to invest in the project as specified in the pipeline from the projected cash flow. As of December 2017, the Company had long-term loan repayment with amount of Baht 1,513 million and resulting in the total loan remained at amount of Baht 1,768 million. 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. The Company rates its financial risk low.
4) Risk from foreign investment In 2014, the Company has firstly expanded its business to Vietnam. The Company managed risks relating to foreign investments by studying and analyzing economic indicator, market, laws, taxes, regulations on foreign investment promotion, the governmental policy, purchasing power of consumers, lifestyles, and other factors in order to assess ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
41
Risk Factors
impacts and likelihood that the risk could arise as well as suitable strategies can be employed to satisfy consumers’ needs as well as compete with other local operators developers Moreover, the Company arranged the system and internal team to monitor performances and develop the Company’s capabilities and personnel’s abilities.
5) Information Technology Safety in information storage, access to information and working system Safety in information storage is the one the Company always gives priority to in particular the important information of the Company as well as trade secret information of each partner and customer of the Company. At present, the Company has the highly safe and reliable information storage system and the back-up system. In addition, the Company utilizes a computerized system to limit access of information by any particular level of authority together with prescribing the Company’s regulation on “Do not disclose 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 continual of core system The Company has data center in Chachengsao province to backup and support main server system of the Company at Silom. However this system could support in case of crisis that might happen and maintain core system of the Company to operate as normal and not interrupt overall business. In addition, the Company has placed a strong emphasis on its risk management in an area of information technology. For instance, there is a development of operational system in accordance with the Company’s business plan, while a close monitoring of its working procedure is rigorously maintained strictly as per the law and the Computer-related Crime Act. In keeping with that, the Business Continuity Plan is also implemented in the area of Information System. In so doing, the Company is able to analyze and devise a process to be used as a contingency plan whenever an emergency arises so that the business operation can continue without an effect upon customers. Indeed, the Business Continuity Plan is adopted to ensure as smooth business operation in various areas ranging from sales, warehouse management system, data backup system for customer loyalty program, as well as THE 1 CARD point redemption system.
6) Process of monitoring, evaluating and reporting risk In order to achieve a continuous and efficient risk management in compliance with the Company’s goal-oriented framework, the risk monitoring and reporting process can be summed up as follows: Risk Management Working Group: The Company’s risk management working group comprises of the high-level executives in each subsidiary business, related supporting sectors, as well as representatives from strategy planning division. With high-caliber team members from numerous departments, the team is able to efficiently manage and plan the risk management strategy which, therefore, can be appropriately applied for diverse nature of the Company’s business. • Executive Sponsorship: The management team extends its support for the Company’s risk management policy, while communicating benefits that are believed to enhance the organization’s management to various related divisions. In turn, resources and sponsorship are allocated for the accomplishment of the plan. • Implementation Plan Development: In order to enable effective practicability of the risk management plan, the Risk Management Committee has certified and clearly designated key person responsible for risk management activities, while the framework is adopted as a communication tool. To this end, a co-ordination with the head of the risk management working group is made on the area of operation procedures, expectation of related divisions, on par with taking into consideration changes that might arise following an implementation of the risk management plan. •
42
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
•
•
•
• •
Current State Assessment: The Risk Management Committee evaluates criteria, principles and concepts of the Company’s current risk management plan, ranging from its implementation and understanding in comparison with the Company’s acceptable risk level. The risk management working group, meanwhile, is responsible for establishing guidelines, procedures, formal and informal techniques, in consistent with assessing the Company’s capability in materializing those established concepts and principles to generate beneficial changes. Enterprise Risk Management Vision: The risk management working group outlines vision which is served as the Company’s risk management guideline and reinforces such concepts into various divisions so as to enable the Company to best achieve its targeted goal. Besides, it also to ensure that risk management system which is suitable for the Company’s strategy is successfully implemented in accordance with its acceptable risk level. In doing so, it helps the Company to better respond to numerous risks, while being able to more effectively identify and manage risk for an entire organization. Capability Development: An ability to evaluate ongoing situations and outlining the Company’s risk management vision contributes to an in-depth understanding which is necessary for designating appropriate personnel and required technology. Besides, it enables the Company to get an insight of its current capability which leads to assess its own potentials for further development. And following its continuous capability development, the Company is able to prescribe roles, responsibilities, while addressing suitable changes in its policy and procedures, application of tool and techniques, as well as method for an acquisition of information and technology. Monitoring: Considered one of the effective means for continuous management, the Risk Management Committee regularly holds a revision of its risk management plan in consistent with enhancing its risk management capacity. Reporting: The Company ensures that a progress report on risk management in comparison with related index and management plan is regularly made. To this end, the risk management working group is responsible for closely monitoring and analyzing chances of internal and external risks that may produce the Company’s averse effects. Running in parallel with that, the group is responsible for coming up with preventive measures for an alleviation of possible outcomes, while outlining risk management plans on various areas to ensure a more efficient risk management system. Besides, the risk management working group is also responsible for making an assessment and analysis and directly report to the Company’s Risk Management Committee, the Company’s Audit Committee, as well as the Company’s Board of Directors in every quarter.
7) Compliance Risk The Risk committee mainly focus on the Company business should comply with relevant laws, rules and regulations. The risk management working team prescribed performance policy on each aspect which may be related to laws or regulations as follow;
Intellectual Property The Company focus on the significance of an intellectual property that related to the retail business of the Company. As such, the Company has always ensured to enter a trading agreement which pinpoints that all products sold at the store must already have attained an authorization, copyrighted patented or under certain product standards regulated by state entities. In addition, the Company embraces an authorization inspection process as one of its purchasing procedures and also closely follows up the product purchase process with its suppliers. Not only having designated a division to be responsible for an intellectual property, but the Company also strongly emphasizes among related departments to place a great emphasis on this area of risk factor. The Company always randomly check the products so as to ensure that every product from traders strictly adhere to legal requirement. In addition, the Company has always placed a strong emphasis on the use of someone else’s intellectual property (IP), namely copyrighted work of art or music by buying the rights from the owners or getting their permission to use it. ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
43
Risk Factors
Besides, every staff is required to use only authorized software and strictly adhere to terms and conditions of those software licenses. In terms of the use of music which is under the copyright protection, any publication and replication can only be made once permission is granted by a copyright holder.
Consumer aspect With the prime concern to elevate consumers’ quality of life and to avoid problems that may claim consumers’ lives or deprive them of their properties, the Consumer Protection Law and Product Liability Law are both aimed to clearly prescribe deservedly rights of consumers, as well as duties and responsibilities of manufacturers and operators. In compliance with the law, the Company has held fast to its strong commitment to operate the business on the principles of fairness and integrity. Besides, the Company is determined to meet customers’ demands by means of providing them quality products at reasonable prices, in consistent with offering excellent services for their utmost satisfaction. Apart from its highly-efficient product purchasing procedure, the Company also keeps in mind the basic service standard for customers. That is, customers are guarantee to enjoy premium-quality products and well equipped with useful information or product’s manuals for their maximum benefits and safety. Furthermore, the Company also provides channels for customers to make their complaints or contact for further information with regards to the Company’s products or services.
Retail business operation Regarding the (draft) Retail Business Act, its objective is to 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 store 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.
Store expansion The City Planning law has produced direct effects on the development of large-sized commercial complex buildings which also included the construction and expansion of certain segments of some retail businesses such as large scale retail stores which provide various consumer products. This law has been used by the government as a means to monitor store expansion of modern retail stores, as the process of the Retail Business Act enforcement has not been completed yet. Although the City Planning law has no direct effect on the expansion of department stores, this law has created an indirect effect on their expansion, as it indicated some restriction or requirement for development new shopping malls.
44
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Security Policy With the prime concern for an utmost safety in its business operation, the Company has acted in compliance with the Occupational Safety, Health and Environment Act. To this end, a safety training session is regularly held among every level of staffs, in consistent with a close inspection of its buildings, both headquarters and regional branches nationwide, strictly as per the Building Control Act for the maximum safety of its staffs.
Policy on Anti-Money Laundering and Combating the Financing of Terrorism: AML/CFT and Financing of Proliferation of Weapons of Mass Destruction (WMDs) Following the Company’s key policy which focuses on responding to diverse demands, on par with offering service excellence with the maximum benefit, satisfaction and highest standard for customers, the Company is also committed to treating its customers with an utmost integrity, equity and fairness. To this end, the Company is mindful of the paramount significance of its corporate governance practice in ensuring that no one is able to misuse of its business for money laundering or financing terrorism as well as proliferation of weapons of mass destruction. As in so doing, it not only leads to loss to customers or the Company property, but also considerably damages its reputation and credibility. Therefore, staffs who are responsible for contacting, taking care of or conducting financial transaction with customers are required to strictly act in compliance with related ethics, laws and regulations such as the Securities and Exchange Act, B.E. 2535, the Money Laundering Prevention and Suppression Act, B.E.2542, the anti money laundering and combating the financing of terrorism and financing of proliferation of weapons of mass destruction Act B.E.2559, the announcements made by the Bank of Thailand, the announcements made by the Office of the Securities and Exchange Commission or the Anti - Money Laundering Office (AMLO), along with the Company’s prescribed measures or policies in order to achieve those specific objective
The Global Antitrust and Fair Competition Policy The Company holds fast to its strong commitment to continuously operate its business strictly as per the anti-trust law or the competition law, on par with promoting free and fair trade, as well as preventing monopoly or any constraint on competition.
The Anti-corruption Policy Since its inception, the Company has adhered to its vision and mission of a good corporate governance and business ethics. To this end, the Company has consistently acted in compliance with laws and regulations, while treating every stakeholder equally in the fairest manner possible. Furthermore, the Company is also mindful that corruption not only triggers negative impact on its business operation, reputation and image, but it is also the main obstacle that prevents the Company’s sustainable growth and country’s development. The Company has set up Anti-corruption policy which follows the relevant guidelines related to measurement and internal control at appropriate level for juristic person in preventing bribe under the Anti -Money Laundering Office. The Anti-Corruption Policy is aimed to act as a guideline for the Company’s employees to adhere and observe. Besides, related stakeholders are able to keep informed of the Company’s core values and business plans from the aforementioned policy. In addition, the Company has implemented a number of anti-fraud and corruption policies by means of establishing guidelines and disseminating them among the Board of Directors, executives, every level of staff, along with its business partners, subsidiaries and affiliates. To this end, every process of business transaction is required to be carried out strictly in compliance with prescribed laws. Any member of the Board of Directors, executives or staff who engages in a conduct in violation of the company policy shall be subjected to disciplinary actions. Moreover, if it is an act of violation against the law, regulation, restriction or condition imposed by the Thai government, the Company will not hesitate to deport that person to state officials for further trial. In keeping with that, the Company also provides a platform for a report of ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
45
Risk Factors
an act of fraud and corruption via an email: cghotline@robinson.co.th. Through this channel, a person can directly submit a report or complaint to the Company’s Independent Directors and Audit Committee, while a measure has been set to protect the informant. With an aim to have its organization certified, the Company is currently in the process of developing its measurement and practice standards for the prevention of fraud and corruption strictly as per the criteria of Thailand’s Private Sector Collective Action Coalition Against Corruption (CAC). The Company was certified on 9 March 2017 Indeed, the Company’s further details on anti-corruption policy and its related measurement for the prevention of fraud and corruption can be found on the Company’s website: http://robins.listedcompany.com, under the “Good Corporate Governance” section.
Provision of Information and Whistle Blowing Procedures The Company’s Audit Committee is entrusted with a responsibility to review and investigate reports and complaints about unlawful activities. In keeping with that, the Committee has also outlined the duties and responsibilities which are not only transparent, but also accountable so that whistle-blower or complainant can truly confide in reliability of audit procedure. Stakeholders who have inquiries or witness suspected violations of the law, rules, regulations or business ethics can request for further advice, make a report or a complaint, together with sending details and evidences of related person or entities to the following channel. The Audit Committee will promptly make an investigation as well as a summary report on key areas of risks to keep the Company’s Board of Directors informed. In addition, the Company will keep information as confidential and protect measure against the whistleblower. The Channels for the provision of information and whistle blowing procedures are as follows:
Provision for Information •
Company secretary Telephone: (02) 169-2500 ext 4751 E-mail: co.secretary@robinson.co.th Mail: Company secretary department Robinson Public Company Limited 14th Floor, 9/9 Rama 9, Huai-Khwang sub-district, Huai-Khwang district Bangkok 10310
Whistle Blowing Procedures •
Audit Committee Telephone: E-mail: Mail:
(02) 169-2500 ext 4700 cghotline@robinson.co.th Chairman of Audit committee Robinson Public Company Limited 14th Floor, 9/9 Rama9, Huai-Khwang sub-district, Huai-Khwang district Bangkok 10310
To report the complaints immediately, the complainants can inform to senior management or the Board of Directors through above channel. For the Complainants who are employees, customers or work in the company will be protected in accordance to law which have stated in the Code of conduct and Corporate Governance of the Company.
46
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Company’s securities The Company’s capital structure, as of 29 December 2017 was as follows:
Common shares Registered and paid-up capital
3,942,847,022.15
Baht
Total number of shares
1,110,661,133.00
Shares
Par value
Share Price as of 29 December 2017
3.55
Baht
73.00
Baht
Company’s Shareholders Top 10 shareholders as of 29 December 2017
No. 1 2 3 4 5 6 7 8 9 10
Shareholders’ name CENTRAL RETAIL CORPORATION LTD. C.R.G. SERVICE CO., LTD. THAI NVDR CO., LTD. SOCIAL SECURITY OFFICE MR.SUTHILAK CHIRATHIVAT CREDIT SUISSE AG, SINGAPORE BRANCH KRUNGSRI ASSET MANAGEMENT VIELLA ASSETS LTD CHASE NOMINEES LIMITED. DBS BANK LTD
No. of share
%
308,162,660 289,645,488 66,670,503 43,269,000 26,605,996 16,879,565 15,256,500 14,578,677 11,643,723 11,000,000
27.74 26.07 6.00 3.90 2.40 1.52 1.37 1.31 1.05 0.99
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 62% approximately. Foreign limit in shareholding The Company has set a foreign limit of 49.00% of the paid-up capital. As of 29 December 2017, foreign investors altogether held 12.50% of the total of paid-up capital.
Shareholders Thai Shareholders Foreign Shareholders Total number of shares
No. of shares
%
971,865,087 138,796,046 1,110,661,133
87.50 12.50 100.00 ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
47
Securities and Shareholding Structure
Securities and Shareholding Structure
Securities and Shareholding Structure
Report of Holdings of Robinson Ordinary Shares by Directors and Members of Management As at 31 December 2017 No.
List
Direct
1. Mr. Sudhisak Chirathivat Chairman of the Board of Directors (Authorized Director) 2. Mr. Sudhitham Chirathivat 1,307,000 Director / Vice Chairman of the Board of Directors / Chairman of the Executive Director / the Nomination and Remuneration Committee Member (Authorized Director) 3. Mr. Somchai Apiwattanaporn Director / Independent Director / Chairman of the Audit Committee / Chairman of the Nomination and Remuneration Committee 4. Mr. Yodhin Anavil Director / Independent Director / Audit Committee Member / Chairman of Corporate Governance Committee 5. Mr. Charan Mongkolchan Director / Independent Director / Audit Committee Member / Chairman of Risk Management Committee 6. Mr. Vithaya Chavananand Director / Independent Director / Audit Committee Member / Risk Management Committee Member / Nomination and Remuneration Committee Member 7. Mr. Kanchit Bunajinda Director / Independent Director 8. Mr. Prin Chirathivat 2,364,600 Director / Executive Director (Authorized Director) 9. Mrs. Yuwadee Chirathivat 551,700 Director / Executive Director / Nomination and Remuneration Committee Consultant (Authorized Director)
48
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Indirect (2) -
Change (1) increase/ Total (decrease) -
As at 31 December 2016
Total
Indirect (2)
Direct -
-
-
- 1,307,000 1,307,000
- 1,307,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 2,364,600 2,364,600
- 2,364,600
-
-
-
-
551,700
551,700
551,700
As at 31 December 2017 No.
List
10. Mr. Piya Nguiakaramahawongse Director / Executive Director / Corporate Governance Committee Member (Authorized Director) 11. Mr. Pandit Mongkolkul Director / Executive Director / Corporate Governance Committee Consultant (Authorized Director) 12. Mr. Wuttikiat Techamongklapiwat Director / Executive Director / Risk Management Committee Member / President 13. Mrs. Orawan Tipsuwanporn Senior Vice President - Merchandising 14. Mr. Anawat Sangkhasap Senior Vice President - Customer Strategy 15. Mr. Kritchart Jindasamai Vice President - Store Development 16. Mr. Puthada Teravetchchakarn Vice President - Operations 17. Ms. Apisuwee Chai-amnuaysuk Vice President - International Brands 18. Ms. Kaneungha Saetan Vice President Merchandising Fashion Apparel 19. Ms. Kanjana Prommasakul Vice President Merchandising Sport Fashion, Footwear & Kids 20. Mrs. Nattakarn Samrankij Vice President Merchandising Cosmetics, Watch, Accessories 21. Ms. Rosamorn Kowsirikulkij Vice President Merchandising Planning 22. Ms. Wanida Rinnasak Vice President - Value Brand Management 23. Mrs. Nilubol Lertmemongkolchai Vice president - International Brands Commercial 24. Mr. Dissatat Wisetvara Financial Controller
Indirect (2)
Direct
Change (1) increase/ Total (decrease) -
As at 31 December 2016
Total
Indirect (2)
Direct
-
-
-
-
-
225
-
225
225
-
225
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
remark: (1) The acquisition and disposition of securities were disclosed under an quarterly report on shareholding of directors and executive officers (Form 59-2). (2) Securities held by a spouse and/or children under the legal age of directors or executive officers. ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
49
Dividend Policy
Dividend Policy 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 payments in the past were as follows:
Year 2013 2014 2015 2016 2017*
Net Profit (million Baht) 1,986 1,927 2,153 2,815 2,742
Dividend per share (Baht) 0.90 0.90 1.00 1.25 1.25
Dividend Payout Ratio 50.3% 51.9% 51.6% 49.3% 50.6%
* According to the meeting of the Company’s Board of Directors No. 2/2018 held on 15 February 2018, the meeting passed the resolution of dividend payment to shareholders at the rate of Baht 1.25 per share or payout ratio at 50.6% (higher than dividend payout policy). The resolution will be proposed to the Annual General Meeting of Shareholders No. 1/2018 on 19 April 2018 to consider the approval of such dividend payment.
The policy of the associates The Company has a policy to pay a dividend of its subsidiaries; however, this has to be approved by the Board of Directors or the authorized directors. Notwithstanding, dividend payment from its subsidiaries shall be subject to operating results, business expansion plan, liquidity, financial position, any financial condition and covenants toward creditors (if any) and any other requirements.
50
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
51
Merchandising 7 (VP)
Merchandising 6 (VP)
Business Information Management & Admin
District Manager (AVP)
Operation (VP) Commercial Value Brand (AVP)
Commercial Internation Brands (VP)
Head of Operation (SVP)
Nomination & Remuneration Committee
E-Commerce (AVP)
Customer Strategy (SVP)
President
Board of Executive
Head of Property Leasing (VP)
Robinson Public Company Limited
Board of Directors
Construction (AVP)
Store Development (VP) Maintenance & Engineering (AVP)
Risk Management Committee
Investor Relations
Finance & Account (Financial Controller)
Chief Finance Officer
Corporate Governance Committee
Company secretary
Organization Chart
Remark: According to definition of the Stock Exchange of Thailand, the Company’s managements consist of President, Executive Vice Presidents (EVP), Senior Vice Presidents (SVP), Vice Presidents (VP) and Chief Financial Officer.
Merchandising 5 (AVP)
Merchandising 4 (VP)
Merchandising 3 (VP)
Merchandising 2 (VP)
Merchandising 1 (VP)
Merchandising (SVP)
Internal Audit Team
Audit Committee
As of 31 December 2017
Robinson Public Company Limited
Organization Chart
Human Resource
Management Structure
Management Structure Structure of the Board The organization structure of Robinson Public Company Limited consists of the board of directors which responsible for supervision of the Company’s governance, and 5 specific committees which includes Board of Executive Committee, Audit Committee, Nomination and Remuneration Committee, Corporate Governance Committee and Risk Management Committee with details of each director as follows:
Board of Directors The Board of Directors has a duty to oversee and ensure that the Company’s business in compliance with laws, objectives, Article of Association of the Company and the resolutions of the shareholder’s meetings together with the compliance with the 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 stakeholders into consideration as well as provides credible accounting system, financial reports and audit. In performing duties, the Board of Directors may assign a director or many directors or any person to perform any act on behalf of the Board of Directors under the control of the Board of Directors or authorize such person to have the power as the Board of Directors deems appropriate and within the period as the Board of Directors deems appropriate. As of 31 December 2017, member of the Company’s Board of Directors comprises of 12 directors. There are 11 directors who are not the executive and the other 1 director is an executive, details of which are as follows; 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12.
Mr. Sudhisak Mr. Sudhitham Mr. Somchai Mr. Yodhin Mr. Charan Mr. Vithaya Mr. Kanchit Mr. Prin Mrs. Yuwadee Mr. Piya Mr. Pandit Mr. Wuttikiat
Chirathivat Chirathivat Apiwattanaporn Anavil Mongkolchan Chavananand Bunajinda Chirathivat Chirathivat Nguiakaramahawongse Mongkolkul Techamongklapiwat
Chairman Vice Chairman Independent Director Independent Director Independent Director Independent Director Independent Director Director Director Director Director President
Remark •
The director no. 1-2 and 8-11 are the directors representing the shareholders.
•
The director no. 12 is the director who is an executive.
•
Mr.Wuttikiat Techamongklapiwat was appointed as president, effective from 1 November 2017 onwards, in replacement of Mr. Alan George Thomson who resigned from his position.
52
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Authorized directors for the Company signage are Mr. Sudhitham Chirathivat, Mr.Sudhisak Chirathivat, Mr. Prin Chirathivat, Mr.Piya Nguiakaramahawongse, Mr.Pandit Mongkolkul, Mrs. Yuwadee Chirathivat, Mr.Wuttikat Techamongklapiwat, or Any two of these seven directors are authorized to jointly sign on behalf of the Company with the Company seal affix. As of 31 December 2017, Mr.Sattabun Chaiyadecha is the Company’s corporate secretary.
Scope of Duties and Responsibilities of the Board of Directors 1. To consider and approve policies, business plan, and the Company’s annual budget. 2. To consider and approve any transactions made by the Company and its subsidiaries which may result in changes to the Company’s financial status, liabilities, and capital structure. 3. To consider and approve an investment of assets with the 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 involving properties 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 to ensure compliance with the regulations of the Securities Exchange Commission and the Stock Exchange of Thailand. 7. To consider, approve, or give their consent on transactions concerning the acquisition and disposed of assets, to ensure significant compliance with the regulations of the Securities Exchange Commission and the Stock Exchange of Thailand. 8. To appoint and set duties and responsibilities of the sub committees. 9. To nominate directors and to consider and approve the appointment of a president.
Scope of Authority and Duty of the Chairman of the Board of Directors 1. To oversee, monitor and ensure that the Board of Directors effectively performs its duties and achieves the purposes and key objective of the Company. 2. To ensure that all directors contribute to the adoption of ethical corporate culture and good corporate governance. 3. To set the meeting agenda of the Board of Directors in consultation with the President and take measures to include material matters in the meeting agenda. 4. To provide adequate time for the management’s presentation and the Board of Directors’ detailed and inclusive discussion about material issues and to promote careful judgment and independent opinions among directors. 5. To strengthen relationship between executive directors and non-executive directors and between the Board of Directors and the management team.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
53
Management Structure
The Managements As of 31 December 2017, the Management of the Company comprise of 15 persons as follows; 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15.
Mr. Wuttikiat Mrs. Orawan Mr. Anawat Mr. Ekachai Mr. Santi Mr. Kritchart Mr. Puthada Ms. Apisuwee Ms. Kaneungha Ms. Kanjana Mrs. Nattakarn Ms. Rosamorn Ms. Wanida Mrs. Nilubol Mr. Dissatat
Techamongklapiwat Tipsuwanporn Sangkhasap Nitasanajarukul Sotangkur Jindasamai Teravetchchakarn Chai-amnuaysuk Saetan Prommasakul Samrankij Kowsirikulkij Rinnasak Lertmemongkolchai Wisetvara
President Senior Vice President Merchandising Senior Vice President Customer Strategy Chief Financial Officer Vice president - Business Strategy Vice President Store Development Vice President Operation Vice President International Brands Vice President Merchandising - Fashion Apparel Vice President Merchandising - Sport Fashion, Footwear and Kids Vice President Merchandising - Cosmetics, Watch and Accessories Vice President - Merchandising Planning Vice President - Value Brand Management Vice president - International Brands Commercial Financial Controller
Remark •
The management no. 1, Mr. Wuttikiat Techamongklapiwat was appointed as President, effective from 1 November 2017 onwards, in replacement of Mr. Alan George Thomson who resigned from his position.
•
The management no. 3, Mr. Anawat Sangkhasap was appointed as Senior Vice President Customer Strategy, effective from 1 March 2017 onwards.
•
The management no. 4, Mr. Ekachai Nitasanajarukul was appointed as Chief Financial Officer, effective from 1 January, 2018 onwards
•
The management no. 5, Mr. Santi Sotangkur was appointed as Vice president - Business Strategy, effective from 1 January 2018 onwards
•
The management no. 11, Ms. Wanida Rinnasak was appointed as Vice President - Value Brand Management, effective from 3 July 2017 onwards
•
The management no. 12, Mrs. Nilubol Lertmemongkolchai was appointed as Vice president - International Brands Commercial, effective from 11 December 2017 onwards
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. 2. Manage the business according to the Company’s policies 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 with the limit up to Baht 5 million per transaction.
54
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
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 rental or service of the real estate properties which are considered as normal business operations. The contract value shall not exceed Baht 50 million and/or three years of tenure. 6. Consider and approve policy of merchandising, trading policy, marketing, sales, and general asset administration.
Company Secretary The Board of Directors has appointed Mr. Sattabun Chaiyadecha as the Company Secretary, effective from 11 November 2016. Mr. Sattabun Chaiyadecha has bachelor degree in accounting and master degree in business administration. In addition, He was attended and passed several courses related to corporate secretary program. His main responsibility is to arrange the meeting of the Board of Directors and Shareholders, including filing related documents and supporting activities to be compliance with the good corporate governance practices as well as with the Securities and Exchange Act and Stock Exchange of Thailand. Corporate secretary supports all related work with efficiency and effectiveness in accordance with good governance practice.
Scope of Duties and Responsibilities of the Company Secretary 1. Prepare and keep documents, including: • A register of directors • 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 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 executive or of related persons to the Chairman and the Chairman of audit committee within 7 business days from the date on which the company has received such report. 4. Arrange the meeting of the board of directors, the subcommittees and the shareholders meeting including preparing minutes of those meetings so as to be in compliance with relevant regulations, rules and laws. 5. 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. 6. Be a center of communication between directors, executives and shareholders. 7. Coordinate and follow the performance under the resolution of the directors and of the shareholders. 8. Make sure that there is disclosure of information and information report of the responsible part to the regulatory body under the regulation and requirement of such authority. 9. Perform any other duties prescribed by the Capital Market Supervisory Board or assigned by the Company’s board of directors.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
55
Management Structure
Remuneration of Directors and Executives 1. Remuneration of the Board of Directors 1.1 Monetary Remuneration The Company has fairly and reasonably considered the policy regarding remuneration of directors which has been carefully examined by the Nomination and Remuneration Committee. The criteria are also in accordance with the business performance in both short term and long term, responsibilities of the Board as well as comparing with the reference data of other companies in the same business or comparable business. The remuneration for the entire Board of Directors in the year 2017 which was approved by the General Meeting of the Shareholders no. 1/2017 was in the total amount not exceeding Baht 11,000,000 (Eleven million Baht net) (excluding the remuneration for Mr. Wuttikiat Techamongklapiwat who held another position as the Company’s President) The structure of the monetary remuneration for directors comprises of 2 types of remuneration, quarterly fee and meeting fee, as follows:
Quarterly Fee Type of Director
Quarterly Fee (Baht/Quarter)
Chairman of Board of Directors Independent Directors who are Chairman of Audit Committees Independent Directors who are Audit Committee / Independent Director Non-Executive Directors
115,500 84,000 73,500 73,500
Meeting Fee Board Type Board of Directors Audit Committee Executive Committee Other Sub Committee
56
Director Type Chairman Independent Director / Expert Director Chairman of the Audit Committee Audit Committee Chairman of Executive committee Non-Executive Directors Chairman of the Subcommittee Independent Directors / Non-Executive Directors / Non-Executive Directors who is Consultant
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Meeting Fee (Baht/Meeting) 40,000 34,000 34,000 47,500 34,000 40,000 34,000 30,000 26,500
In 2017, the monetary remuneration actually paid for the Board of Directors, in the total of 12 persons was in the total amount of Baht 7,576,000 (while the remuneration in 2016 was 7,922,500 Baht.) The details of the meeting attendance and directors’ remuneration for the year 2017 are as follows: Remuneration (Baht)
Quarterly
Director’s name position remuneration No. of meetings
4
Board of Directors
Board of Executive Directors
5
4
Mr. Sudhisak Chirathivat 462,000 200,000 Mr. Sudhitham Chirathivat 294,000 170,000 Mr. Somchai Apiwattanaporn 336,000 170,000 Mr. Yodhin Anavil 294,000 170,000 Mr. Charan Mongkolchan 294,000 170,000 Mr. Vithaya Chavananand 294,000 170,000 Mr. Kanchit Bunajinda 294,000 170,000 Mr. Prin Chirathivat 294,000 170,000 Mrs. Yuwadee Chirathivat 294,000 170,000 Mr. Piya Nguiakaramahawongse 294,000 102,000 Mr. Pandit Mongkolkul 294,000 170,000 Mr. Alan George Thomson * 102,000 Mr. Wuttikiat techamongklapiwat * 34,000 Total 3,444,000 1,968,000
Nomination Risk Corporate Audit and Management Governance Committee Remuneration Committee Committee Committee
6
160,000 285,000 204,000 204,000 204,000 136,000 136,000 102,000 136,000
2
4
2
53,000 56,500 56,500 113,000 53,000 106,000
53,000 53,000 53,000
670,000 897,000 215,500 219,000
Total
162,500
662,000 677,000 847,500 724,500 781,000 827,000 464,000 600,000 653,000 551,000 653,000 102,000 34,000 7,576,000
Remark * Mr. Wuttikiat Techamongklapiwat was appointed as director and president of Robinson Pcl. effective from November 1, 2017 onwards, in replacement of Mr. Alan George Thomson who resigned from his position.
1.2 Non-Monetary Remuneration and other remuneration No
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
57
Management Structure
2. Remuneration of the Management The executive directors are responsible for reviewing the remuneration of the president and executives. The objective is to appropriately set the remuneration based on the Company’s remuneration structure. The criteria are performance and assigned duties. Comparison that of other companies in the industry is one of the criteria as well. The management consists of executive officers taking the positions of president, executive vice president, senior vice president and vice president. The details of remuneration are as follow:
Total Remuneration of the Management Remuneration of the Management
Total number of managements (person) Monetary Remuneration • Monthly salary, bonus, and other remuneration (car allowance) • Provident Fund and the Social Security Fund Non-Monetary Remuneration
Total Remuneration (Baht/year) 2017
2016
15 82,246,364 80,250,633 1,995,731 None
13 78,010,419 76,181,051 1,829,368 None
Personnel The Company always pays great attention to its employees. There is a policy concerning employees. The Company not only treats employees in accordance with labour and social welfare regulations but also seriously respects privacy rights. The Company, accordingly, sets up a department responsible for permanent employees’ welfare in every branch so they will be well treated fairly. Working environment has been designed in a suitable and safety way for employees’ life and property. Besides, the Company builds and keeps good relationship with employees constantly. As of 31 December 2017, the Company had 5,410 permanent employees, including employees in the head office and employees in the store operations at the 46 stores nationwide. There are 1,874 male and 3,536 female employees. The permanent employees in 2015 and 2016 were 5,219 and 5,586 employees respectively.
Policy on empolyee’s development The Company sets remuneration for employees in accordance with businesses with a similar size. The remuneration can be adjusted based on the market and remuneration in the Central Group. Knowledge, experience and performance are critically examined. The remunerations of employees are monthly salary, bonus, reward for working, contribution to the Social Security Fund at the rate of 5% or not exceeding Baht 750 per month including fringe benefit in the form of medical fee, workmen’s compensation fund, get-well-soon gifts, wedding allowance, children education aid, employee’s death allowance, funeral aid, accident aid, uniform, products at employee price, annual medical checkup, health insurance for the executive, etc. In addition, the Company supported employees to save funds in co-operative. The Company and its subsidiaries established the provident fund for employees of the Company and its subsidiaries
58
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
from the first level executive. The membership of the fund was based on the willing of the employee. The detail appeared as follows.
Deduction of the employee’s contribution and payment of the employer’s contribution 1. Deduction of the employee’s contribution at the rate of 3% (5% from the Senior Vice President level above); 2. Payment of the employer’s contribution at the rate of 3% (5% from the Senior Vice President level above). Condition to receive the employer’s contribution and benefits from the employer’s contribution
Membership period Less than 3 years From 3 years - Less than 4 years From 4 years - Less than 5 years From 5 years - Less than 7 years Above 7 years
Employer’s contribution with the average benefits 0% 30% 50% 70% 100%
In 2017, the Company had expenses regarding personnel in an amount of Baht 1,775 million (Additional detail in section 30 and 31 of Notes to the Financial Statements). The expenses regarding personnel in 2015 and 2016 are Baht 1,689 and 1,784 million respectively.
Policy on employee’s development The Company has a policy emphasizing on potential and capability development seriously and continuously. Employees in every level have a chance to develop their knowledge and capability thoroughly. Moreover, the Company aims that employees work proudly, happily and have a good relationship within the department and among other departments; therefore, the Company supports its employees to participate in any trainings and courses, particularly the course relating to their work about retail business in order to improve knowledge of employees, whether in head office or in branches, relating to retail trade, management and organization culture. Consequently, the Company’s personnel will have quality in knowledge, ability together with business ethics as well as be prepared to move into a higher position due to the Company present and future growth. Aiming so, the Company has hired Central People Development Co., Ltd (“CRT”) to work on the human resource which includes employee training and development under the policy prescribed by the Company. In 2007, CRT established “Central Group (RBS Trainning Center)” to be the knowledge-based organization and main body on stipulating training curriculum for employees in every level. The project and curriculum are under the policy stipulated by the Company. Employees will be trained necessary skills which match with the department’s need and such employee’s responsibilities before working. Moreover, they are trained systematically for the purpose of their career advancement.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
59
Management Structure
The Company foresees an importance of education. In 2015, the Company arranged a bi-lateral program with leading vocational schools to let its employees’ further study in vocational certificate and high vocational certificate degrees on retail trade. This program was cooperated by vocational schools under the Ministry of Education. There are classes every weekday before the store opening hours of each store where an employee works. Also, the Company foresees importance of education by sponsoring employees and intern students. Its objective is to enhance education opportunity to those in need. Since 2013, the Company has participated in “Young Professional Retailer Program” arranged by public sectors and universities to develop and pass on knowledge on retail business to juvenile. Students in Bachelor of Business Administration program majoring in retail business management can study theory and practice. Students will receive full scholarship for the whole curriculum as well as payment during their internship. Moreover, they will be employed automatically after their graduation. With regard to employees, the Company awards scholarships for further study to employees who are well-performed and industrious. This widens their career advancement. In addition, the year 2016 saw an establishment of the 3M Program. A collaboration between a state and private sectors, the project has indeed provided a golden opportunity for applicants who have completed their Matthayom 6 (senior high school) or a vocational certificate to enroll in an online bachelor’s degree program. With 100% scholarship plus a free accommodation, program’s participants are also encouraged to be recruited into the Company’s permanent staff and will also receive wages, bonus, an annual pay raise and other welfares. In so doing, it is regarded as an effective means to provide an academic opportunities for needy people who are committed to self-development. The Company used the Training Road Map as a tool to improve its employees. This training is designed based on employees’ job description, position and appropriateness to take each course. Moreover, the Company constantly promotes efficiency in employees’ work and good teamwork as well as good relationship. In 2017, the Company supported employees in developing their working skill and management skill through 150 training courses or 1,200 training hours per year approximately. The Company revised its existing courses and regularly added new courses in order to update and match with the Company’s business strategies. It also sponsored projects which promote teamwork. The Company, therefore, launched many projects enhancing effectiveness and builds unity in teamwork in many departments. Internship program and employees’ orientation for new branches are arranged for employees’ preparation for store expansion. Furthermore, the Company has a project to develop employees’ specific skill which will improve employees’ work performance in their specific practice. Moreover, the Company has a policy to support employees’ career advancement by selecting a group of employees who are well-equipped with knowledge and potential to make the Company prosperity in the future under the Top 100 Program. The selected employees will be trained and developed to fill in a position in various fields including new branches under the store expansion plan. In each year, the Company increases a number of employees in each level according to management level, that is, store manager or general manager, division manager and department manager. These help the Company in various ways. These employees can work effectively but also work instantly. It encourages and promotes employees with a strong will to grow together with the Company as well.
60
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
In addition, the Company has a policy to strengthen organization culture by focusing on the improvement and adding value of performing tasks so as to heighten customers’ satisfaction, to continuously promote the development in one’s work and the initiation and to specify the guideline on operation for best outcome. The Company applies the Key Performance Index (“KPI”) to assess the performance and manage the remuneration of the executives from the first level and above. The KPI index will link to each year’s business goal of the Company. Furthermore, KPI is also used as a tool to direct the employees’ way of working.
Safety, Occupational health and working environment The Company arranged many activities to create good relationship and express concern to employees’ health such as employee medical check-up program which is arranged every year. The Company also promotes activities about sports and exercises by arranging the sports competition in each branch so employees can exercise for good health and more realize the importance of exercise. In the previous year, the Company built fitness rooms for employees in each branch and the head office fully and adequately equipped with standard exercise equipments. With the hope that its personnel to be mental and physical healthy. Additionally, the “Happy Family” campaign is launched with an aim to let employees spend their free time with family members. This will undoubtedly promote family affinity. In addition, the Company set up policy for safety, occupational health and working environment. The detail are as follow: • The safety, occupational health and working environment are prime responsibility by the Company to provide safety; • The Company supports for improving working environment to be safety and enhance the health of employees; • The Company supports for activities on safety that stimulate and develop the mindset of the employees for creating safety at work such as training, public relation and also safety competition; • The Company provides Corporate Social responsibility in safety, occupational health and working environment; • All executives at all levels must be a good model, be a leader, assist in training, teaching, influence staff to perform with precaution; • Every employee must essentially be aware of his own safety, that of his colleagues, including the Company’s assets while operating; • Every employee must look after, clean up and keep his working area tidy at all times; • All the level of employees should cooperate with occupational safety project of the Company as well as propose their suggestion to improve working environment and safety working procedure; • The Company should record the accidents report at the end of every year to evaluate the cause and apply solution and assess the operational plan and policy for the benefit and safety of work place
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
61
Management Structure
The Company‘s work place has low risk while comparing with the Industry. However, the Company does not neglect to comply with the safety laws. In 2017, the summary of accidents of employees in 46 branches was 0.057% from total employees of 19,219 persons and classified by accidental from working.
Statistics of occupational health and working environment Non stop working Stop working 1-3 days Stop working over 3 days Dismemberment/ disability Death Total
62
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Male Female (person) (person) 4 1 3 0 0 8
0 0 1 0 0 1
Total (person) 4 1 4 0 0 9
Board of Directors and Managements
Board of Directors and Managements
Mr. Sudhisak Chirathivat Chairman of the Board of Directors (Authorized Director) Age 72 years
Date of Director: 26 April 2006 At present there are 3 listed companies which he is taking positions. No. of Shareholding (%) • As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) Relationship between Directors and Executives Brother of Mr.Sudhitham and uncle of Mr.Prin and Mrs.Yuwadee
Education Bachelor DegreeB.S. (Mathematics) St. John Fisher College, New York, U.S.A.
Thai Institute of Directors Association • Director Certification Program (DCP) years 2550 • Director Accreditation Program (DAP) years 2550
64
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Working Experience 1994 2000
President of Industry and Retail Business Companies in Central Group Chairman of the Board of Executive Directors Central Marketing Group Co., Ltd.
Positions in listed companies 2003 - Present Director Central Plaza Hotel Public Company Limited 2003 - Present Director Central Pattana Public Company Limited 2006 - Present Chairman of the Board of Directors Robinson Public Company Limited
Positions in non-listed companies 2001 - Present Director Central Group of Companies
Mr. Sudhitham Chirathivat Director / Vice Chairman of the Board of Directors/ Chairman of the Executive Director/ Nomination and Remuneration Committee Member (Authorized Director) Age 70 years
Date of Director: 19 January 2004 At present there are 5 listed companies which he is taking positions.
2011 - 2012
No. of Shareholding (%) • As of Dec 31,16 : 0.12% • As of Dec 31,17 : 0.12% • Change during year : (None)
Positions in listed companies
Relationship between Directors and Executives Brother of Mr.Sudhisak and uncle of Mr. Prin and Mrs. Yuwadee
Education • Bachelor Degree (Electrical Engineering),
University of Maryland (College Park), U.S.A. • MBA (Operations Research), Iona University, New York, U.S.A.
Thai Institute of Directors Association • Director Certification Program (DCP) 2003 Others • National Defence College Graduated (WorPorRorOr - 4313)
Working Experience 2002 - 2009
Chairman of the Executive Committee Retail and Real Estate Central Group of Companies Co., Ltd.
Director Big C Super Center Public Company Limited
2002 - Present Director/ Executive Director Central Plaza Hotel Public Company Limited 2002 - Present Director/ Executive Director Central Pattana Public Company Limited 2010 - Present Independent Director/ Chairman of the Board of Directors Jasmine International Public Company Limited 2015 - Present Independent Director/Audit Committee TV Thunder Public Company Limited 2004 - Present Director/ Vice Chairman of the Board of Directors/ Chairman of the Executive Director/ Nomination and Remuneration Committee Member Robinson Public Company Limited
Positions in non-listed companies 2002 - Present Chairman Earth Care Co., Ltd. 2002 - Present Executive Director The Vintage Club Co., Ltd. 2002 - Present Director Central Holding Co., Ltd.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
65
Board of Directors and Managements
Mr. Somchai Apiwattanaporn
Director/ Independent Director/ Chairman of the Audit Committee/ Chairman of the Nomination and Remuneration Committee Age 67 years
Date of Director: 26 April 2006 At present there are 4 listed companies which he is taking positions. No. of Shareholding (%) • As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) Relationship between Directors and Executives (None)
Education • Bachelor Degree (Accounting) Ramkhamhaeng University • Master of Art (Public Management), Ramkhamhaeng University • Certified Public Accountant
Thai Institute of Directors Association • Director Accreditation Program (DAP) 2004 • Director Certification Program (DCP) 2006 • Audit Committee Program (ACP) 2008
Others • Top Executive Program in Commerce and Trade
: TEPCoT #4th (Commerce Academy) • Capital Market Academy Leader Program (Capital Market Academy) • National Defence College Graduated (WorPorRorOr 2003)
Working Experience 2012 - 2014
Chairman of the Board of Directors Thailand Tobacco Monopoly, Ministry of Finance 2011 - Present Chairman of the Audit Committee Ferrum Public Company Limited
Positions in listed companies 2008 - Present Chairman of the Audit Committee Synnec (Thailand) Public Company Limited 2012 - Present Chairman of the Audit Committee MC Group Public Company Limited 2006 - Present Director/ Independent Director/ Chairman of the Audit Committee/ Chairman of the Nomination and Remuneration Committee Robinson Public Company Limited
Positions in non-listed companies (None)
66
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Mr. Yodhin Anavil Director/ Independent Director/ Audit Committee Member/ Chairman of Corporate Governance Committee Member Age 68 years
Date of Director: 21 April 2011 At present there are 3 listed companies which he is taking positions.
• Financial Statements Demystified for Directors (FSDD) 2009 • Nomination Committee Best Practice Guideline years 2017
No. of Shareholding (%) • As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None)
Working Experience
Relationship between Directors and Executives (None)
Education • B.S. Mechanical Engineer & Electrical Engineer, University of Maryland, U.S.A. • M.S. Electrical Engineer, George Washington University, U.S.A. • Ph.D. Electrical Engineer, University of Cincinnati, U.S.A.
Thai Institute of Directors Association • Director Accreditation Program (DAP) 60/2006 • Director Certification Program (DCP) 101/2008 • Chartered Director Class (CDC) 3/2008 • Audit Committee Program (ACP) 24/2008 • Role of the Compensation Committee Program
1991 - 2013 1991 - 2013
Executive Director The Vintage Club Co., Ltd. Executive Director Fairway Estate Co., Ltd.
Positions in listed companies 2006 - Present Independent Director/ Audit Committee Member/ Chairman of Remuneration and Nomination Committee Jasmine International Public Company Limited 2013 - Present Independent Director/ Chairman of Remuneration and Nomination Committee Muangthai Leasing Public Company Limited 2011 - Present Director/ Independent Director/ Chairman of Corporate Governance Committee/ Audit Committee Member Robinson Public Company Limited
Positions in non-listed companies 2002 - Present President & Chief Operation Officer POP Network Co., Ltd.
(RCC) 8/2008 ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
67
Board of Directors and Managements
Mr. Charan Mongkolchan Director/Independent Director/ Audit Committee Member/ Chairman of Risk Management Committee Age 69 years
Date of Director: 25 April 2008 At present there is 1 listed company which he is taking a position. No. of Shareholding (%) • As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) Relationship between Directors and Executives (None)
Education • Bachelor of Arts, Burapha University • Master of Arts (Economic Development), Kasetsart University
Thai Institute of Directors Association • Director Certification Program (DCP) 111/2008 • Audit Committee Program (ACP) 32/2010 • Monitoring the Internal Audit Function (MIA) 9/2010 • Monitoring Fraud Risk Management (MFM) 4/2010 • Monitoring the System of Internal Control and Risk Management (MIR) 9/2010
68
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
• Monitoring the Quality of Financial Reporting (MFR) 11/2010 • Updated COSO Enterprise Risk Management: Integrating with Strategy and Performance years 2017
Others • National Defence College Graduated (WorPorRorOr 4313)
Working Experience 2006 - 2009 2006 - 2013
Executive Vice President, Corporate Services Group TMB Bank Public Company Limited Director Bridge View Co., Ltd.
Positions in listed companies 2008 - Present Director/ Independent Director/ Chairman of Risk Management Committee/ Audit Committee Member Robinson Public Company Limited
Positions in non-listed companies (None)
Mr. Vithaya Chavananand Director/ Independent Director/ Audit Committee Member/ Risk Management Committee Member/ Nomination and Remuneration Committee Member Age 60 years
Date of Director: 26 April 2006 At present there is 2 listed company which he is taking a position.
Working Experience
No. of Shareholding (%) • As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None)
1988 - Present Vice Chairman Vichitbhan Palm Oil Public Company Limited 2006 - Present Director/ Independent Director/ Audit Committee Member/ Risk Management Committee Member/ Nomination and Remuneration Committee Member Robinson Public Company Limited
Relationship between Directors and Executives (None)
Education • Bachelor Degree (Political Science Finance), Chulalongkorn University • MBA, Webster University, U.S.A.
Thai Institute of Directors Association • Director Accreditation Program (DAP) 2006 • Director Certification Program (DCP) 84/2007 • Audit Committee Program (ACP) 32/2010 • Monitoring Fraud Risk Management (MFM) 4/2010 • Updated COSO Enterprise Risk Management: Integrating with Strategy and Performance years 2017
Positions in listed companies
Positions in non-listed companies 1979 - Present Director Vichitbhan Construction Co., Ltd. 1985 - Present Managing Director Vichitbhan Plantation Co., Ltd. 1987 - Present Director Vichitbhan Farm 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. 2011 - Present Director Seatran Ferry Co. Ltd. Co., Ltd. ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
69
Board of Directors and Managements
Mr. Kanchit Bunajinda Director/ Independent Director Age 50 years
Date of Director: 22 April 2010 At present there is 2 listed company which he is taking a position. No. of Shareholding (%) • As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) Relationship between Directors and Executives (None)
Education • B.E. (Civil Engineering), Chulalongkorn University • MBA (Finance and International Business), SASIN Graduate Institute of Business Administration, Chulalongkorn University
Thai Institute of Directors Association • Directors Certification Program (DCP) 30/2003, • • • • •
Fellow Member Directors Accreditation Program (DAP) 35/2005 Audit Committee Program (ACP) 14/2006 Monitoring the System of Internal Control and Risk Management (MIR) 6/2009 Monitoring the Quality of Financial Reporting (MFR) 8/2009 Monitoring the Internal Audit Function (MIA) 5/2009
70
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Working Experience 2002 - 2012 2002 - 2015 2005 - 2014 2006 - 2011 2006 - 2013 2007 - 2012 2013 - 2015 2014 - 2015 2014 - 2017
Director & Deputy Managing Director Private Equity (Thailand) Co., Ltd. Director Central Pattana Public Company Limited Director True Vision Public Company Limited Director Pruksa Real Estate Public Company Limited Director Central Plaza Hotel Public Company Limited Alternate Director Asian Corporate Governance Association Limited, Hong Kong Director Pruksa Real Estate Public Company Limited Director Aksorn Education Co., Ltd. Director ZEN Corporation Group Co., Ltd.
Positions in listed companies 2016 - Present Independent Director KCE Electronics Public Company Limited 2010 - Present Director/ Independent Director Robinson Public Company Limited
Positions in non-listed companies (None)
Mr. Prin Chirathivat Director / Executive Director (Authorized Director) Age 55 years
Date of Director: 26 April 2006 At present there are 4 listed companies which he istaking positions. No. of Shareholding (%) • As of Dec 31,16 : 0.21% • As of Dec 31,17 : 0.21% • Change during year : (None) Relationship between Directors and Executives Nephew of Mr.Sudhisak, Mr.Sudhitham and brother of Mrs.Yuwadee
• Graduate Diploma in Management of Public • Economy 4/2005, (King Prajadhipok’s Institute) • Capital Market Academy Leadership Program1/2004, (Capital Market Academy)
• The Program For Senior Executives Criminal Justice
Administration (BorYorSor13/2008) • National Defence College Graduated(WorPorRorOr 2009)
Working Experience
1999 - 2012 Director Malee Sampran Public Company Limited 2003 - 2012 Director/ Chairman of the Audit Committee Bualuang Securities Public Company Limited
Education • B.S. (Accounting), Skidmore College, New York, U.S.A. Positions in listed companies • MBA Sasin Graduate Institute of Business 1993 - Present Director/ Executive Director Administration, Chulalongkorn University
Thai Institute of Directors Association • Director Certification Program (DCP) 2000 • Director Accreditation Program (DAP) 2005 • Audit Committee Program (ACP) 2005 • The Role of Chairman Program (RCP) 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 Advanced Audit Committee Program 2010
Central Plaza Hotel Public Company Limited 1994 - Present Director/ Executive Director Central Pattana Public Company Limited 2012 - Present Audit Committee Member Bumrungrad Hospital Public Company Limited 2006 - Present Director/ Executive Director Robinson Public Company Limited
Positions in non-listed companies
1996 - Present Director/ Executive Director Central Retail Corporation Co., Ltd. 2002 - Present Executive Director Central Group of Companies 2004 - Present Member of Board University Affairs Chiangrai Rajabhat University 2015 - Present Director The Thai Chamber of Commerce • 2006 - Present Director/ Others Subsidiaries of Robinson Public Company • Applied Psychology For Senior Executives (class No.73) Limited (Applied Psychology Institute)
• • •
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
71
Board of Directors and Managements
Mrs. Yuwadee Chirathivat
Director / Executive Director/ Nomination and Remuneration Committee Consultant (Authorized Director) Age 64 years
Date of Director: 21 Febuary 2014 At present there is 1 listed company which he is taking a position. No. of Shareholding (%) • As of Dec 31,16 : 0.05% • As of Dec 31,17 : 0.05% • Change during year : (None) Relationship between Directors and Executives Niece of Mr.Sudhisak, Mr.Sudhitham and sister of Mr. Prin
Education • Bachelor of Arts 2nd Class Honors Thammasart University • Master Degree (MSJ) North Western University, U.S.A.
Thai Institute of Directors Association • Director Accreditation Program (DAP) years 2014 Others • National Defence Course: Public and Private (NDC),
Class No. 18 • High level manager on business, industrial and investment development (Institute of Business and Industrial Development), Class No. 1 • High level manager, Capital Market Academy, Class No.19
72
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Working Experience 1996 - 2013 1996 - 2013
President Central Department Store Co.,Ltd. Executive Director Central Retail Corporation Co., Ltd.
Positions in listed companies 2014 - Present Director / Executive Director/ Nomination and Remuneration Committee Consultant Robinson Public Company Limited
Positions in non-listed companies 2011 - Present Executive Director/Director La Rinascente S.p.A. Milan, Italy 2014 - Present Department Store Group CEO / Executive Director Central Group of Companies 2014 - Present Director/ Subsidiaries of Robinson Public Company Limited
Mr. Piya Nguiakaramahawongse Director/ Executive Director/ Corporate Governance Committee Member (Authorized Director) Age 60 years
Date of Director: 26 April 2006 At present there is 2 listed company which he is taking a position. No. of Shareholding (%) • As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) Relationship between Directors and Executives (None)
Education • B.S. (Electrical Engineering) and B.S. (Management),
Massachusetts Institution of Technology, Cambridge, U.S.A. • MBA and M.S. (Electrical Engineering), University of Southern California, Los Angeles, U.S.A.
Thai Institute of Directors Association • Director Certification Program (DCP) years 2005 Working Experience 1997 - 2014 2007 - 2014
Senior Vice President Finance and Account Central Retail Corporation Co., Ltd. Director Central Life Broker Co., Ltd.
Positions in listed companies 2014 - Present Director/ Chairman of the Nomination and Remuneration Committee COL Public Company Limited 2006 - Present Director / Executive Director / Corporate Governance Committee Member Robinson Public Company Limited
Positions in non-listed companies 1997 - Present Director Robinson Planner Co., Ltd. 2007 - Present Director Terasoft Solution Development Co., Ltd. 2008 - Present Director Central People Development Center (previous : Central Retail Training Center Co., Ltd.) 2009 - Present Director Tree Plus Service Co., Ltd. 2011 - Present Director CG Training Center Co., Ltd. 2014 - Present Director Central Insurance Services Co., Ltd. (previous : CG Broker Co., Ltd. and Central Life Broker Co., Ltd.) 2014 - Present Director Central Wealth Solution Mutual Fund Brokerage Securities Company Limited 2014 - Present Co-Group CFO Harng Central Department Store Co., Ltd. 2006 - Present Director/ Subsidiaries of Robinson Public Company Limited
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
73
Board of Directors and Managements
Mr. Pandit Mongkolkul
Director/ Executive Director/ Corporate Governance Committee Consultant (Authorized Director) Age 54 years
Date of Director: 26 April 1996 At present there is 2 listed company which he is taking a position. No. of Shareholding (%) • As of Dec 31,16 : 0.00002% • As of Dec 31,17 : 0.00002% • Change during year : (None) Relationship between Directors and Executives (None)
Education • Bachelor Degree (Accounting), Chulalongkorn University
• MBA (Finance and International Business),
Sasin Graduate Institute of Business Administration, Chulalongkorn University
Thai Institute of Directors Association • Director Certification Program (DCP) years 2003 • Corporate Governance for Capital Market Intermediaries (CGI) รุ่น 14/2016
Others • Capital Market Academy Leader Program, 4/2007
(Capital Market Academy) • Financial Planning for the executive Program, 2012, (Thai Financial Planners Association)
Working Experience 2006 - 2012 2013 - 2017 2015 - 2017
74
Director/ Risk Management Committee Malee Sampran Public Company Limited Director/ Treasurer The Listed Company Association Director of Legal Tax Regulations and Arbitration Committee The Thai Chamber of Commerce and Board of Trade of Thailand ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Positions in listed companies 2012 - Present Director/ Nomination and Remuneration Committee Member / Risk Management Committee Consultant COL Public Company Limited 1996 - Present Director / Executive Director / Corporate Governance Committee Consultant
Robinson Public Company Limited
Positions in non-listed companies 1992 - Present 1993 - Present 1994 - Present 2000 - Present 2008 - Present 2008 - Present 2011 - Present 2014 - Present 2014 - Present 2015 - Present 2015 - Present 2015 - Present 2015 - Present 2015 - Present 2015 - Present 2015 - Present 2017 - Present 2017 - Present
CO-Group CFO Harng Central Department Store Co., Ltd. Director Earth Care Co., Ltd. Director Central Marketing Group Inter Trade Co., Ltd. Director Robinson Planner Co., Ltd. Director Central Samui Hotel Management Co., Ltd. Director Central People Development Center Director Central Watson Co., Ltd. Director Central Insurance Services Co., Ltd. Director Central Wealth Solution Mutual Fund Brokerage Securities Company Limited Director Office Club (Thai) Co., Ltd. Director B2S Co., Ltd. Director Office Supply Co., Ltd. Director Cenergy Innovation Co., Ltd. Director Central Group Online Co., Ltd. Director Z Retail Tech Co.,Ltd Director Officemate Logistics Co., Ltd. Director Siyawarin Residence Co., Ltd. President Consultant The Listed Company Association Director High tech interactive Co., Ltd.
2017 - Present 1996 - Present Director/
Subsidiaries of Robinson Public Company Limited
Mr. Wuttikiat Techamongklapiwat Director / Executive Director/ Risk Management Committee Member/President (Authorized Director) Age 43 years
Date of Director: 1 November 2017 At present there is 1 listed company which he is taking a position. No. of Shareholding (%) • As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) Relationship between Directors and Executives (None)
Education • AA General Business and Administration,
Grossmont College, CA. U.S.A. • BA Finance, California State University San Bernardino, CA. U.S.A. • MBA in Marketing strategic, Assumption University
Working Experience 2010 - 2012 2012 - 2014
2014 - 2015 Vice President Property and Lifestyle Mall Robinson Public Company Limited 2016 - Present Senior Vice President Property and Lifestyle Mall Robinson Public Company Limited 2017 Executive Vice Presiden Property & Lifestyle Mall Robinson Public Company Limited.
Positions in listed companies
2017 - Present Director / Executive Director/ Risk Management Committee Member/President Robinson Public Company Limited
Positions in non-listed companies 2017 - Present Director/
Subsidiaries ofRobinson Public Company Limited
Vice President of Food Service and CP Freshmart, Charoen Pokphand Foods Public Company Limited. Head of Leasing Eak - Chai Distribution System Co.,Ltd.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
75
Board of Directors and Managements
Mrs. Orawan Tipsuwanporn Senior Vice President - Merchandising Age 49 years
Mr. Anawat Sangkhasap Senior Vice President - Customer Strategy Age 42 years
No. of Shareholding (%)
No. of Shareholding (%)
Relationship between Directors and Executives
Relationship between Directors and Executives
Education
Education
• As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) (None)
• Bachelor of Business Administration,
Ramkhamhaeng University • Master of Business Administration, University of Central Queensland, Australia
Working Experience 2005 - 2009 Head of Men’s Wear Clothing Eak - Chai Distribution System Co., Ltd. 2009 - 2012 Head of Ladies’ Wear Clothing Eak - Chai Distribution System Co., Ltd. 2012 - 2015 Vice President - Merchandising Robinson Public Company Limited 2015 - Present Senior Vice President - Merchandising Robinson Public Company Limited
76
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
• As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) (None)
• Bachelor Degree of Business Administration
(Marketing Management) Thammasart University
• Master Degree : MBA (International Business) University of Missouri, Kansas City U.S.A.
Working Experience 2008 - 2014 Senior Marketing Manager Eak - Chai Distribution System Co., Ltd. 2014 - 2015 Retail Marketing Manager Bata (Thailand) Co., Ltd. 2015 - 2016 Assistant Vice President - Marketing Robinson Public Company Limited 2016 - Present Vice President - Customer Strategy Robinson Public Company Limited
Mr. Ekachai Nitasanajarukul
Mr. Santi Sotangkur
No. of Shareholding (%)
No. of Shareholding (%)
Relationship between Directors and Executives
Relationship between Directors and Executives
Education
Education
Chief Financial Officer Age 37 years
• As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) (None)
• Bachelor of Business Administration assumption university Working Experience 2013 - 2014 2014 - 2015
Associate Director Government Pension Fund Assistant Vice President Investment - Private Markets Central Retail Corporation Co., Ltd. 2016 - 2017 Vice President Mergers and Acquisitions Central Department Store Co.,Ltd. 2561 - Present Chief Financial Officer Robinson Public Company Limited.
Vice President - Business Strategy Age 45 years
• As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) (None)
• Bachelor of Business Administration Thammasat University
• Master of Business Administration Chulalongkorn University
Working Experience 2013 - 2015 2015 - 2017 2018 - Present
General Manager Property Market Research Big C Supercenter Public Company Limited. Vice President Site Research Harng Central Department Store Co., Ltd. Vice President Business Strategy Robinson Public Company Limited.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
77
Board of Directors and Managements
Mr. Kritchart Jindasamai
Mr. Puthada Teravetchchakarn
No. of Shareholding (%)
No. of Shareholding (%)
Relationship between Directors and Executives
Relationship between Directors and Executives
Education
Education
Vice President – Store Development Age 50 years
• As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) (None)
• Bachelor of Arts – Political Science, •
Ramkhamhaeng University Certificate of Mini MBA, Faculty of Commerce and Accountancy Chulalongkorn University
Working Experience 1997 - 2012
General Manager Project Planning and Management CRC Sport Co.,Ltd. 2013 - 2014 General Manager Project Planning and Management CRC International Vietnam 2014 - Present Vice President - Store Design Development & Costing Robinson Public Company Limited
78
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Vice President - Operations Age 53 years
• As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) (None)
• Bachelor of Economics
The University of the Thai Chamber of Commerce
Working Experience District Manager Big C Supercenter Public Company Limited. 2015 - Present Vice President - Operations Robinson Public Company Limited.
2002 - 2015
Ms. Apisuwee Chai-amnuaysuk
Ms. Kaneungha Saetan
No. of Shareholding (%)
No. of Shareholding (%)
Relationship between Directors and Executives
Relationship between Directors and Executives
Education
Education
Vice President – International Brands Age 49 years
• As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) (None)
• Bachelor of Economics •
Kasetsart University Master of Economics National Institute of Development Administration
Working Experience 2002 - 2013
General Manager - Supply Chain CRC Sport Co., Ltd. 2013 - 2015 General Manager - Merchandise Oversea Fashion Co., Ltd. (Supersports Vietnam) 2015 - Present Vice President International Brands Robinson Public Company Limited.
Vice President Merchandising – Fashion Apparel Age 44 years
• As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) (None)
• Bachelor of Marketing •
Ramkhamhaeng University Master of Marketing Ramkhamhaeng University
Working Experience 2002 - 2014 General Manager - Merchandise CRC Sport Co., Ltd. 2015 - Present Vice President Merchandising Fashion Apparel Robinson Public Company Limited.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
79
Board of Directors and Managements
Ms. Kanjana Prommasakul
Mrs. Nattakarn Samrankij
No. of Shareholding (%)
No. of Shareholding (%)
Relationship between Directors and Executives
Relationship between Directors and Executives
Vice President Merchandising – Sport Fashion, Footwear and Kids Age 43 years
• As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) (None)
• As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) (None)
Education
Education
• Bachelor of Applied Statistics Bansomdejchaopraya Rajabhat University
Working Experience 2011 - 2013
General Manager - Fit Sports, License and Distribution Supersport Co., Ltd. 2013 - 2015 Head of Sales & Marketing H & F Shoes (Thailand) Co., Ltd. 2016 - Present Vice President Merchandising - Fashion Apparel Robinson Public Company Limited
80
Vice President – Cosmetics, Watch, and Accessories Age 49 years
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
• Bachelor of Sciences
Srinakharinwirot Prasarnmitr University • Master Degree : MBA Kasetsart University
Working Experience 2009 - 2013
General Manager - Cosmetics Robinson Department Store Public Company Limited 2013 - 2015 General Manager - Cosmetics, Watch, Jewelry, Accessories, Shoes and Handbag, Home Central retail Corporation (Vietnam) Co., Ltd. 2015 - 2016 Assistant Vice President Cosmetics, Watch, Jewelry, Accessories Robinson Department Store Public Company Limited 2016 - Present Vice President Merchandising Cosmetics, Watch, Accessories Robinson Public Company Limited
Ms. Rosamorn Kowsirikulkij
Ms. Wanida Rinnasak
No. of Shareholding (%)
No. of Shareholding (%)
Relationship between Directors and Executives
Relationship between Directors and Executives
Education
Education
Vice President – Merchandising Planning Age 43 years
• As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) (None)
• Bachelor Degree (Business Administration) The University of the Thai Chamber of Commerce
Working Experience 2012 - 2014 2014 - 2015 2015 - 2016
General Manager - Gift Shop, Just Buy, Toys Robinson Public Company Limited General Manager - Home Robinson Public Company Limited Assistant Vice President - Home Robinson Public Company Limited 2016 - 2017 Vice President - Home and Hardline Merchandising Robinson Public Company Limited. 2017 - Present Vice President - Merchandising Planning Robinson Public Company Limited
Vice President - Value Brand Management Age 39 years
• As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) (None)
• Bachelor of Business Administration, Kasetsart university University
Working Experience 2003 - 2007 Buying Manager Eak - Chai Distribution System Co., Ltd. 2008 - 2009 Trading Manager Eak - Chai Distribution System Co., Ltd. 2010 - 2014 Sr. Leasing Manager Eak - Chai Distribution System Co., Ltd. 2015 - Present Vice President - Value Brand Management Robinson Public Company Limited
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
81
Board of Directors and Managements
Mrs. Nilubol Lertmemongkolchai
Ms. Sansanee Nimpitakpong
No. of Shareholding (%)
No. of Shareholding (%)
Relationship between Directors and Executives
Relationship between Directors and Executives
Education
Education
Vice President – International Brands - Commercial Age 54 years
• As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) (None)
• Master of Economics Chiangmai University
Assistant Vice President – Property & Lifestyle Mall Age 43 years
• As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) (None)
• Bachelor of Communication Arts Chulalongkorn University
Working Experience
Working Experience
1991 - 2014
2008 - 2010 2010 - 2015 2015 - 2016 2016- 2017
General Manager Mark&Spencer Thailand Central Department Store Co., Ltd. 2015 - Present Vice President – International Brands - Commercial Robinson Public Company Limited
82
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Co-Brand Manger PTT Retail Management Company Limited Senior Leasing Manager Mall & Media Management Tesco Lotus Eak - Chai Distribution System Co., Ltd. General Manager - Property & Lifestyle Mall Robinson Public Company Limited. Assistant Vice President Property & Lifestyle Mall Robinson Public Company Limited.
Mr. Sorrawis Polpasee
Ms. Jintana Sriyaowapas
No. of Shareholding (%)
No. of Shareholding (%)
Relationship between Directors and Executives
Relationship between Directors and Executives
Education
Education
Assistant Vice President – Human Resource Age 44 years
• As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) (None)
• Bachelor of Arts •
Thammasat University Master of Arts Thammasat University
Working Experience 1995 - 2005 2006 - 2009 2010 - 2011 2011 - Present
Manager Training Central Department Store Co., Ltd. Manager Human Resource Central retail Corporation Co., Ltd. General Manager - Human Resource Central retail Corporation Co., Ltd. Assistant Vice President – Human Resource Robinson Public Company Limited.
District Director Age 54 years
• As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) (None)
• Bachelor of Business Administrator program in general management Suan Dusit University
Working Experience 1987 - 1995
Division Manager Robinson Department Store Public Company Limited. 1995 - 2003 General Manager Robinson Department Store Public Company Limited. 2003 - 2008 Purchasing Director Robinson Department Store Public Company Limited. 2551 - Present District Director Robinson Public Company Limited.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
83
Board of Directors and Managements
Mr. Dissatat Wisetvara
Mr. Sattabun Chaiyadecha
No. of Shareholding (%)
No. of Shareholding (%)
Relationship between Directors and Executives
Relationship between Directors and Executives
Financial Controller Age 54 years
• As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) (None)
Company Secretary Age 44 years
• As of Dec 31,16 : (None) • As of Dec 31,17 : (None) • Change during year : (None) (None)
Education
Education
• Bachelor of Accountancy
• Bachelor Degree of Accounting
•
Bangkok University • Master of Business Administration Ramkhamhaeng University
Ramkhamhaeng University Master of Business Administration Rangsit University
Stock Exchange of Thailand • Strategic CFO years 2016 Working Experience 2010 - 2014 Financial Controller Central Department Store Co., Ltd. 2014 - Present Financial Controller Robinson Public Company Limited
Thai Listed Companies Association • Fundamental Practice for Corporate Secretary (FPCS 25), 2012 • Fundamental for Corporate Secretary, 2/2016 • New CG Code 2017
Thai Institute of Directors Association
• • • •
Anti-Corruption: The Practical Guide (ACPG) 2016 Company Secretary Program 84/2017 IOD Open House 1/2017 CG Workshop 2017
Working Experience
Remarks : Mr. Sattabun Chaiyadecha was appointed as Company Secretary in the replacement of Mr. Pandit Mongkolkul from 11 Nov 2016 onwards.
84
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
1993 - 2016 Shareholders & Corporate Governance Officer Siam Commercial Bank PCL. 2016 - Present Company Secretary Robinson Public Company Limited
The Board of Directors and the Company’s executive officers are recognized of the important of corporate governance and abide by the guidelines for good governance of listed companies and develop good corporate governance level to be the key foundation for business operation, so as to gain universal acceptance, to be transparent and ethical for business operation, and to be responsible for stakeholders of the Company which includes shareholders, customers, business alliances, employee 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 its guiding principle for efficient business management, value-added business reinforcement, and sustainable business growth enhancement. Moreover, the Company publicizes corporate governance policy and business code of conduct through its department responsible for personnel in every branch and through the Company’s website so as to create good practice to employees in every level.
Corporate Governance Policy 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 and sub-committees including right and equality of shareholders, roles of the Company to stakeholders, transparent disclosure of information. The Corporate Governance Committee is responsible for making the policy on corporate governance and Business Code of Conduct which are followed by the Committee in order to strictly adhere to. The Committee also regularly reviews, revises the corporate governance policy and submits to the Board of Directors for consideration so as to be in compliance with the international principle and good practice. The Company complies with the Company’s good corporate governance policy and requires all the directors, managements and employee in every level to strictly comply with code of conduct during their term in the Company. In 2016, the Company revised and updated its good corporate governance policy and code of conduct in order to be in line with the Company’s operation and the guidelines concerning corporate governance laid down by the Stock Exchange of Thailand and cover the principle of ASEAN CG Scorecard and Anti Corruption policy. Hence, employees in every level can strictly abide with the policy and code. The Company has offered training course to all the employees to understand the corporate governance and code of conduct that could be implemented properly. The details of the good corporate governance policy and code of conduct can be obtained in the Company’s website in the investors section (IR webpage) http://robins.listedcompany.com The corporate governance practices that the Company has not yet adopted but intends to apply, where appropriate considering its core principle, is as follows:
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
85
Corporate Governance
Corporate Governance
Corporate Governance
Corporate Governance Practice
Rationale
1. The Chairman of the Board of Directors is an independent director
2. The Board of Directors has a policy to limit the tenure of independent directors to 9 years without exception.
The Chairman of the Board of Directors is not the Chief Executive Officer and President. The Company has segregated the duties and responsibilities of the Chairman of the Board of Directors and the management team to balance its focus between business management and corporate governance. The Chairman of the Board possesses seasoned knowledge and expertise in the retail business and has made remarkable contribution to the Company’s growth throughout these years. Pursuant to the Charter of the Board of Directors, the tenure of independent directors is limited to three terms and the Board of Directors may extend the tenure limits of independent directors as deemed appropriate. Nonetheless, to preserve the independent judgment, the Nomination and Remuneration Committee adopts a proper nomination process which incorporates the suitability screening, the assessment of roles and duties as independent directors, and their contributions to ensure that independent directors can perform their duties with true independence.
Sub-Committee 1) Audit Committee The audit committee, appointed by the board of directors, comprises of various expertise which are independent directors, not the Company’s executive, and their qualifications comply with the requirement of Stock Exchange of Thailand (SET) and Stock Exchange Commission (SEC). As of 31 December 2017, there were 4 audit committees as follows: 1. Mr. Somchai
Apiwattanaporn
Chairman of the Audit Committee
2. Mr. Yodhin
Anavil
Audit Committee
3. Mr. Vithaya
Chavananand
Audit Committee
4. Mr. Charan
Mongkolchan
Audit Committee
Director no.1, Mr. Somchai Apiwattanaporn is the chairman of audit committee who has adequate expertise and experience to review creditability of the financial reports. The secretary of audit committee is Mr.Phisoot Suksangtip who is executive in the internal auditor department
86
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Scope of Duties and Responsibilities of the Audit Committee Scope of Duties of Audit Committee 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.
2. Internal control (1) To review that the Company has an adequate and effective internal control system in order to prevent corruption which cover all record of accounting and financial information, human resource management process and other process that related to operation of the Company . (2) To review the Company anti corruption policy and other operational measure including any operational requirement that related to change of business, regulation and legal requirements (3) To consider the operational report in accordance to policy and anti corruption measurement (4) To consider any urgent issue related to anti corruption and action timely (5) To consider the outcome and recommendation of the auditor and internal audit division regarding internal control system and to advise the management implement the recommendation including following up the outcome of such implementation.
3. Internal audit (1) To review that the Company has an independent internal audit function and an effective internal audit system, to support any operation such as budget and personnel and to approve a charter of the internal audit. (2) To jointly give an opinion on the nomination, promotion, transfer, removal or termination of employment including determination and adjustment of remuneration for the head of the internal audit division or any other division responsible for internal audit in order to make sure that such division is able to perform its duties independently. (3) To jointly review and approve an internal audit plan with the head of the internal audit division especially the part relating to internal audit system and financial management process. (4) To consider audit plan and auditing scope of work for the internal auditor’s and the Company’s auditor to make them support each other and not overlapping. (5) To give an opinion on the Company’s regulations on internal audit before submitting to the Board of Directors for approval. (6) Monitor an internal audit’s performance in order to prevent or reduce any possible corruption. This is done by evaluating sufficiency of internal control as specified by the executive. If there is any doubt concerning corruption or mistake, the executive or responsible department should be informed immediately.
4. Audit (1) To consider, select, nominate the independent Company’s auditor and determine annual remuneration for the Company’s auditor by considering the trustworthy and adequacy of resources, auditing workloads of such audit office and experience of persons assigned to audit the Company as well as a performance in the previous year; and to remove the auditor. ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
87
Corporate Governance
(2) To review an auditing scope and method proposed by the auditor as well as to consider the reason regarding a change in audit plan. (3) To recommend the auditor to review or audit any item which is considered necessary and important during the Company’s and its subsidiary’s audit. (4) To review the auditor’s report, advise the management to revise such report and follow up the implementation of such audit recommendation. (5) To consider the adequacy and efficiency in collaboration between the auditor and the internal auditor.
5. Related party transactions or the transactions which may cause conflicts of interests (1) To review the related party transactions or the transactions which may cause conflicts of interest, to ensure that they are in compliance with the laws and the Stock Exchange of Thailand’s regulations as well as reasonable and at the optimum benefit of the Company. (2) To consider the disclosures of the Company’s information concerning all related party transactions or transactions which may cause conflicts of interests to be accurate and adequate.
6. Compliance with the concerned laws and regulations (1) To review the effective of the follow-up and control system to be in compliance with the Securities and Exchange Act, regulations of the Stock Exchange of Thailand, or laws related to the Company’s business. (2) To review the outcome of the management’s investigation and follow up the noncompliance case.
7. Report of the audit committee (1) The audit committee has duties and is responsible for reporting the outcome of the performance or of any other duty assigned for acknowledgement and consideration by the Board of Directors at the Board meeting at least once per quarter. such as, the report of the audit committee should clearly contain the opinion of the audit committee in any matters. Incase, if ther are any important issue, it should holo monthly meeting. (2) To review any reports prepared by the Company which relate to duties and responsibilities of the audit committee. (3) To prepare an Audit Committee’s report on its annual performance as the criteria set by the Stock Exchange 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 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) If the Board of Directors or the management fails to 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 above mentioned transaction or act to the Securities and Exchange Commission or the Stock Exchange of Thailand.
88
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
(6) When the audit committee is informed by the auditor about suspicious circumstance on fraud or violating of law relating to the director’s and the executive’s duty performance, the audit committee shall conduct the preliminary investigation and report such investigation 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.
8. Risk management (1) To review that the Company has a standard and efficiency to cover all risk on corruption that might happen including preparing the suitable standard of anti corruption measure against risk assessment. (2) To review the process of complaints and whistle blower that have any sufficient and suitable confidentiality and protection measure against the complaints. (3) To whistle blowing against corruption that involved people in the organization and scrutiny upon receive notice and propose to Board of director to consider together as well as consider penalties and to solve such problem (4) To jointly consider and render its opinion regarding the report on the outcome and progress of the Company’s risk management together with the risk management committee, the risk management working team and the management.
Responsibilities of the Audit Committee 1. 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. 2. 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. 3. In the case that the audit committee’s duties are changed, the Company shall report on a resolution to change its duties, and shall prepare a list and scope of work of the audit committee according to such change in the form as prescribed by the Stock Exchange of Thailand (SET). Such list and scope of work must be submitted within 3 (three) business days from the date on which the change is made. 4. To have duties in accordance with any additional regulations, notification, etc. prescribed by the Stock Exchange of Thailand (SET).
2) Board of Executive Directors As of 31 December 2017, the Company’s board of executive directors which appointed by board of directors comprises of 6 directors as follow; 1. Mr. Sudhitham Chirathivat
Chairman of Executive Directors
2. Mr. Prin
Chirathivat
Executive Director
3. Mrs. Yuwadee
Chirathivat
Executive Director
4. Mr. Piya
Nguiakaramahawongse
Executive Director
5. Mr. Pandit
Mongkolkul
Executive Director
6. Mr. Wuttikiat
Techamongklapiwat
Executive Director ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
89
Corporate Governance
Scope of Duties and Responsibilities of the Board of Executive Directors 1. Assign power of attorney to the president to act on behalf of the Company and set the scope of responsibilities for the president to operate day-to-day business. 2. Consider and submit relevant policies, business plan, and annual budget as proposed by the management before submission to the Company’s board of directors for approval. 3. Approve an investment of assets at a credit limit up to Baht 200 million per investment. The board of executive directors should prepare a quarterly report on details of investments for the Company’s board of directors. 4. Trade and transfer the Company’s fixed assets with the 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.
3) Nomination and Remuneration Committee As of 31 December 2017, the Company’s Nomination and Remuneration Committee which appointed by board of directors comprises of 3 directors and 1 advisor by 2 independent committees which accounted 67% of total number of three directors; 1. Mr. Somchai
Apiwattanaporn
Chairman of Nomination and Remuneration Committee
2. Mr. Vithaya
Chavananand
Nomination and Remuneration Committee
3. Mr. Sudhitham
Chirathivat
Nomination and Remuneration Committee
4. Mrs. Yuwadee
Chirathivat
Consultant of the committee
Scope of Duties and Responsibilities of the Nomination and Remuneration Committee Nomination 1. Define the scope of work and policy on the selection and recruitment of directors and sub-committee based on the structure and composition of the Board of Directors, including determination of the qualification of the candidate for submission for the Board’s consideration and/or further to shareholders’ meetings for approval as the case may be. 2. Nominate, select and propose qualified person for the position of director whose tenure have ended and/ or unoccupied position including for newly appointed president, high-level executive and company secretary. 3. Prepare and regularly revise the succession plan for the position of president, and high-level executive. 4. Consider strategies and policies regarding human resources to be in line with the Company’s business.
Compensation 1. Define a form of compensation and other benefits for directors and subcommittee for submission to the Board and further to shareholders’ meetings for approval as the case may be. 2. Define the method and practice of appropriate compensation both monetary and non-monetary compensation for directors and sub-committees for submission to the Board and further to shareholders’ meetings for approval. 3. Consider, set the objective, evaluate the outcome, present and approve the evaluation of the president’s performance to the Company’s board of directors in order to consider the suitability of compensation.
90
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
4) Corporate Governance Committee As of 31 December 2017, the Company’s Corporate Governance Committee which appointed by board of directors comprises of 2 directors and 1 advisor whom is the 1 independent committees which accounted for 50% of total of two directors; 1. Mr. Yodhin
Anavil
Chairman of Corporate Governance Committee
2. Mr. Piya
Nguiakaramahawongse
Corporate Governance Committee
3. Mr. Pandit
Mongkolkul
Consultant of the Committee
Scope of Duties and Responsibilities of the Corporate Governance Committee 1. Define the policy and review an adequacy and appropriation of the Company Good Corporate Governance Policy, including setting practices of good corporate governance and code of conduct to be in accordance with the corporate governance principle and submitting to the board of directors for approval. 2. Define the policy and set the plan concerning corporate social responsibility activities. 3. Quarterly meet up to follow up ongoing the Company’s good corporate governance plan and monitor practicing of the good corporate governance policy of directors, management and employees, to assure that the Company full comply with the principle of the good corporate governance and operate its business with efficiency, transparency and be able to examine. 4. Conduct self-assessment pertaining to the principle of the good corporate governance and submit the findings to the Board for consideration, approval, or comments as deemed. 5. Be the Company’s agent or assign any person to communicated and conduct activity concerning corporate governance with executives, employees and other authorities.
5) Risk Management Committee As of 31 December 2017, the Company’s Risk Management Committee which appointed by board of directors comprises of three directors as follow; 1. Mr. Charan
Monkolchan
Chairman of Risk Management Committee
2. Mr. Vithaya
Chavananand
Risk Management Committee
3. Mr. Wuttikiat
Techamongklapiwat
Risk Management Committee
The consultant of the Risk Management Committee is Mr. Phisoot Suksangtip, representative from internal audit unit and the secretary of the Risk Management Working Team is Ms. Patthama Piyawongsechai. The Risk Management Working Team comprises of the executives from various fields according to the form as prescribed by Risk Management Committee Charter as follows. 1. Chief Financial Officer
Working Team
2. Chief Operating Officer
Working Team
3. Chief Merchandise Planning Officer
Working Team
4. Chief Lifestyle Center Officer
Working Team
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
91
Corporate Governance
5. Chief Store Design Development & Costing Officer
Working Team
6. Chief Marketing Officer
Working Team
7. Chief Human Resource Officer
Working Team
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. 2. Define the framework of the Company’s risk management in line with the risk management policy, and follow up on its implementation as well as reviewing the effectiveness of the framework. 3. Report a broad view for the Board’s consideration of business risks and its management method, and follow upon results. 4. Review risk management reports, ensure adequate and suitable risk management to acceptable levels, and ensure continued implementation of risk management. 5. Regularly coordinate with the Audit Committee by sharing knowledge, information about risks and internal control potentially affecting the Company’s business. 6. Approve and provide recommendations and advice on critical issues regarding the risk management process and development. 7. Support a Company culture for adequate risk management and internal control. 8. Appoint the Board’s representatives and/or working teams and/or additional personnel relating to the risk managements deemed appropriate including defining the scope of duties and responsibilities thereof for the benefits of the works under the objective.
Nomination and Appointment of Directors and Chief level Officer The nomination and remuneration committees has duty to nominate committee and subcommittee and Chief Executive Officer whom are suitable for each executive position by considering on the qualification, knowledge, skills, experience and do not has qualification that violate law and charter of each subcommittee. The Nomination and remuneration committees proposed the suitable candidate to Board of Directors for consideration or Annual General Meeting as well as nominate the independent directors under the following methods. • Qualifications of candidates shall be screened to ensure the diversity of the Board of Directors in terms of qualifications, including gender, age, experience, knowledge and expertise in light of the Company’s business strategy. • Vision, ethics and integrity shall be taken into account based on the Company’s corporate governance principles. • Candidates must not be not blacklisted by any organizations or convicted guilty of a criminal offence. • Candidates shall fully meet the qualification criteria under applicable rules and laws.
92
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
(1) Nomination of Independent Directors The nomination and remuneration committee consider the varieties of directors qualification in order to support strategy and sustainable of business. In addition, The Company’s independent directors are fully qualified and independent. Such qualifications are stricter than the minimum criteria of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET), as follow: 1. Holding shares not exceeding 0.5% of the total number of voting rights of the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, including the shares held by related persons. 2. Neither being nor having been an executive director, employee, staff, or advisor who receives salary, or a controlling person of the company, its parent company, subsidiary, affiliate, same-level subsidiary or juristic person who may have conflicts of interest unless the foregoing status has ended not less than 2 years prior to the date of appointment. 3. Not being a person related by blood or registration under laws, such as father, mother, spouse, sibling, and child, including spouse of the children, of executives, major shareholders, controlling persons, or persons to be nominated as executive or controlling persons of the company or its subsidiary. 4. Not having a business relationship with the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, in the manner which may interfere with his independent judgment, and neither being nor having been a major shareholder, non-independent director or executive of any person having business relationship with the Company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing relationship has ended not less than 2 years prior to the date of appointment. The term ‘business relationship’ aforementioned under the first paragraph includes any normal business transaction, rental or lease of immovable property, transaction relating to assets or services, grant or receipt of financial assistance through receiving or extending loans, guarantee, providing action, which results in the company or its counterparty being subject indebtedness payable to the other party in 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 business relationship with the person commences. 5. Neither being nor having been an auditor of the Company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and not being a major shareholder, non independent director, executive or partner of an audit firm which employs auditors of the company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest unless the foregoing relationship has ended not less than 2 years prior to the date of appointment. 6. Neither being nor having been any professional advisor including legal advisor or financial advisor who receives an annual service fee exceeding 2 million Baht from the Company, its parent company, subsidiary, affiliate or juristic person who may have conflicts of interest, and neither being nor having been a major shareholder, non-independent director, executive or partner of the professional advisor unless the foregoing relationship has ended not less than 2 years prior to the date of appointment. 7. Not being a director who has been appointed as a representative of the Company’s director, major shareholder or shareholders who are related to the Company’s major shareholder. ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
93
Corporate Governance
8. Not having any characteristics which make him incapable of expressing independent opinions with regard to the Company’s business affairs. The independent director may be authorized by the Board of Directors to make a decision on business execution of the Company, its parent company, subsidiary, affiliate, same level subsidiary or juristic person who may have conflicts of interest, providing that such decision is made as a collective decision. At present, the Company has five independent directors which are considered more than a number specified by 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).
(2) Nomination and Appointment of Directors 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 board of directors assigns the nomination and remuneration committee, two out of three nomination and remuneration committees are independent directors and one advisor, to have duties and responsibilities to propose, screen the qualified candidate and nominate such qualified candidate in accordance to article of association whom have diverse background subject to the structure, size and composition of the directors for the Board’s consideration and further to shareholders’ meetings for approval.
Appointment of the Company’s directors shall be conducted according to the Article of Association as follows: • 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. • 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. 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 directors shall compose of independent directors at least one third of the board member (12 persons).
Criteria and procedure for electing directors at the shareholders meeting are as follows: • In vote for election of directors, majority vote shall be regarded and each shareholder shall have one vote per one share held by such shareholder. • 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. 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. The nomination and remuneration committee lets the directors and shareholders participate in nominating qualified individuals as a director.
94
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
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 Secretary for consideration as the candidate to serve as the Company director(s) in advance for about 3 months before propose to the Nomination and Remuneration Committee’s meeting and the Board’s meeting. The nomination and consideration procedure are published in the Company’s website in the investors section (IR webpage) http://robins.listedcompany.com. The shareholders who wish to propose the director nominee must possess the following qualifications. 1. Being the shareholder of the Company which can be either one shareholder or combined shareholders. 2. Holding minimum shares not less than 100,000 shares. 3. Having continuously held those shares in the amount prescribed in the above section for not less than 1 year and by the date the shareholder proposes the director nominee. 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 election of the Company’s directors, accompanied with the opinion of the Board of Director and propose to the shareholder meeting for the approval. The Company Secretary also considers a name list of qualified candidate to nominate as the Company’s director from the director pool and other sources.
(3) Nomination of Chief Executive Officer Regarding the chief executive nomination, the board of directors assigns the nomination and remuneration committee to have duties and responsibilities to screen, select and propose the qualified candidate for the position of president for the Board’s consideration and approval.
Monitoring the Operation of Subsidiaries and Affiliates The Company specifies a rule that nomination and vote for any director in its subsidiaries and affiliates has to be approved by the Company’s board of directors. A person appointed as a director in a subsidiary or affiliate has a duty to work for the optimum benefit of such subsidiary or affiliate (not of the Company). The Company prescribes that such person has to be approved by the Company’s board of directors prior to resolve or vote in any matter which has to be approved by the board of directors if it is done by the Company. In addition, a number of directors representing the Company in a subsidiary or affiliate are in accordance with the shareholding ratio. Furthermore, in case of a subsidiary, a person appointed by the Company has to monitor that such subsidiary has its complete regulation concerning connected transactions, acquisition or disposition of assets or any important transactions of such company. Such company shall use the same regulation as the Company. Data collection and accounting record of such subsidiary has to be able to immediately review and compile for the matter of preparing financial statements.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
95
Corporate Governance
Supervision on Insider Information The Board of Directors ensures that the policy governing the use of insider information and trading of the Company’s securities is in place, so that equality and fairness are being enforced for all shareholders, and that relevant directors and executives are prevented from purchasing or selling securities to seek personal benefits for oneself and others in inappropriate manners. • Control of inside information: All executive directors and employees must not use the Company’s insider information that is material and has not been disclosed to the public for the benefits of oneself or others. The policy governing the discretion and utilization of the inside information shall be strictly abided by. • Ownership of the Company’s Securities: Executive directors and employees have freedom to invest in and purchase the Company’s securities. However, to prevent potential conflicts of interest, directors, executives, spouses and minors must not purchase, sell, transfer or acquire the Company’s securities within the period of 1 month prior to disclosing the financial statement to the public, until such information is submitted to the Stock Exchange of Thailand or the public for not less than 48 hours. If directors, executives, spouses and minors happen to purchase, sell, transfer or acquire the Company’s securities, ones must report such ownership of securities, and change of ownership to the regulated body as specified in the criteria. For non-management employees, who are generally not exposed to material non public information, are asked for cooperation not to purchase, sell, transfer or acquire the Company’s securities within the period of 1 month prior to the disclosure of financial statement to the public of not less than 48 hours. • In this regard, if any executives or employees are found violating this practice, it is to be held as violation of discipline and legal punishment might be exercised. • Reporting Ownership of the Company’s Securities: The Company Secretary is to consolidate the information on ownership of the Company’s securities of directors, executives, along with their spouses and minors for the Board of Directors’ meeting on a quarterly basis. Furthermore, the Company clearly prescribed the scope of duties and responsibilities for employees in the form of job description, and provided training to equip them with the right understanding of one’s duties, rules and regulations. Nevertheless, in performing one’s duties, it might be inevitable that one comes across some insider information and might disclose them without permission. Thus, only relevant parties are authorized to know the Company’s material insider information, especially financial information, by way of incorporating the computer program to filter access for employees of different levels to ensure that they exercise great caution in keeping the internal information safe. The Company will only provide the information to relevant parties only in suitable timeframe without violating the Stock Exchange of Thailand’s regulations and relevant laws. Furthermore, the Company collected the letters of commitment from staff members on the use of inside information and prescribed the regulations on disclosure of insider information to exercise in case of violation. Those who are caught violating the rules will be investigated and punishment might be exercised accordingly. For cases of rumors or leakage of undisclosed information, one must notify one’s immediate supervisor so that the issue gets proposed to the management for further disclosure or clarification to the public. Also, if the Company hires external parties to work on any particular projects, keeping confidential information is stated in the contract, and contractors must ensure that their employees keep this information strictly confidential and they are forbidden from using such information obtained to purchase or sell the Company’s securities either for the benefits of oneself or others.
96
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
In 2017, directors, executives and employees have strictly abided by the regulations on the use of insider information. No cases of purchasing or selling the Company’s securities during the unauthorized time period were reported. The Company also did not get notified any cases of inappropriate use of insider information by the directors, executives and employees.
Auditor’s fee Audit Fee The Annual General Meeting of Shareholders No. 1/2017 approved the appointment of KPMG Phoomchai Audit Co., Ltd., which is a member of KPMG International - an international standard expertise, as the Company’s auditor for the year 2017. Mr. Thanit Osatalert, Certified Public Accountant Registration No. 5155, who is 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) Audit fee for the audit office*
Audit fee for the auditor Non-audit fee
The Company Subsidiaries Total**
2017
2016
2015
3,780,000 1,790,000 5,570,000 None None
3,620,000 1,660,000 5,280,000 None None
3,620,000 1,660,000 5,280,000 None None
Remark * The audit office of the auditor, person, or business related to the auditor and the auditor’s office ** Total audit fee is actual payment in each year
Compliance on Corporate Governance in Other Issues The Board of Directors and executives are aware of the significance of corporate governance and therefore abide by the regulations required of listed companies and remain committed to improve corporate governance practice to serve as a good foundation for business operations in an internationally-accepted manner. With such an intention, the Company got evaluated and received awards with regards to corporate governance issues as follows: • AGM Assessment Project from the Thai Investors Association - 100 full score • 5-Point Corporate Governance Rating (equivalent to Excellent) from the Thai Institute of Directors (IOD) • The Company got certified the membership of the Thai Private Sector’s Collective Action Coalition against Corruption (CAC) • Outstanding Investor Relations Awards in the SET Award 2017 Event, organized by the Stock Exchange of Thailand • Outstanding Premise Award from the Ministry of Industry. This award is won every year, Reflecting dedication and emphasis on good governance and consideration of all stakeholders; shareholders, investors and employees. The Company is aware of the fact that the management system that is effective, transparent and verifiable are critical factors that will add value to shareholders over the long run and will enable sustainable growth for the Company and trust for all stakeholders.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
97
Corporate Governance
• Furthermore, the Board of Directors considered and acknowledged the CG code practices and is aware of the governing body’s roles in creating values for the business sustainably. The CG Code compliance has been reviewed as presented and explained by the Board of Directors for further development. • In 2017, the Company still abided by and emphasized on good corporate governance as regulated by the Stock Exchange of Thailand, with 5 key development facets as follows:
1. The Rights of Shareholders The Company adhere the importance and respects the rights of shareholders. The Company’s policy to ensure that shareholders have the basic right to attend the shareholders’ meeting and to exercise the right to vote on important issues of the Company independently such as appointment of directors, directors’ remuneration appointment of auditors a, the audit fee, Amendment of Article of Association and Memorandum of Understanding (if any) and etc. The shareholders can exercise their rights for their interests by asking questions, commenting, suggesting and independently voting in the shareholders’ meeting. In addition, other basic rights, such as profit sharing or dividends, sufficient and accurate information for making decision in timely manner. In addition, shareholders and minority shareholders are able to address their questions, agendas of the meeting and proposal of qualified candidates for the Company’s director nomination via post to the Company Secretary or E-mail : co.secretary@robinson.co.th in advance. In addition the Company informs the shareholders via SET online system. Any rules concerning such matter are posted in the Company’s website as well. The shareholders can submit information prior to the meeting of the Board of Directors in order to set the agendas of the Meeting of Shareholders 3 months in advance, during 1 October 2017 to 31 December 2017. In 2017, there is no any shareholder present any agenda or nominate any candidate for the position of director for the 2018 Annual General Meeting. The Company places an emphasis on arranging the Annual General Meeting of Shareholders, including the Extraordinary Meeting of Shareholders by adhering to and following the practical guidelines of the AGM Checklist provided by the Securities and Exchange Commission (SEC). The Company Secretary informs the schedule, date and time of the meeting to each director in advance in order to enable all directors to allocate time for the meeting especially the chairman, chairman of the sub-committee and president unless such director is unable to attend due to reasonable cause.
Arranging the meeting The Company supports all types of shareholders, including institutional investors to attend the shareholders’ meeting with no restriction on the right to attend the meetings for shareholders who show up late. The Company has a policy to equally treat every shareholder as well as 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. Additionally, independent persons are responsible for vote counting. In addition, The Company provides lists of independent directors who do not have any conflict of interest issues related to the agendas to be appointed as proxy. Shareholders are allowed to appoint either other persons or the Company’s independent directors as their proxy. 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:
98
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
• Dividend payment agenda, 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. • The directors’ appointment agenda, 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. • The directors’ remuneration agenda, 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 comparing to the paid amount of the previous year to the shareholders for acknowledgement. • Auditor appointment and audit fee consideration agenda, the Company presents adequate information of the auditor in order to demonstrate the independence, a number of appointed years (in case of appointing the existing auditor) including opinion of the audit committee, audit fee and compare with the audit fee of the previous year. In addition, The Company has provided a detailed list of supporting document that require for attend meeting in both of shareholder who come by themselves or proxy. The Company does not specific to bring the original Identification card or passport of proxy to attend the Annual General Shareholder Meeting and also disseminate the procedure and all support documents for attending the Meeting. All supporting documents both in Thai and English versions along with the proxy forms, Forms A, B and C, are also posted on the Company’s website at least 30 days in advance of meeting. Such documents are also sent to shareholders at prior to the meeting. In each meeting of the shareholder, the Company has neither additional meeting agenda nor changes on important on information without prior notice and the Company has not distributed any documents that contained additional information at the meetings, especially the important agendas that required shareholders’ times to make consideration. The Company continuously adheres to this practice. 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 vote. In addition, there is completely a record of questions and answers raised by the shareholders
Convene a meeting Before the meeting formally began, Chairman of the Board will explain detail of making up a quorum, voting right, voting procedures and vote counting clearly to shareholders, whereby, one share is for one vote. 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 information together with financial advisor’s opinion regarding the reason of entering into such transaction as supporting information for shareholder and propose to shareholder for approval such transaction. In 2017, the Company did not have any connected transactions agenda to approve. If there is such agenda, the Company has to comply to the connect transaction guideline that are The Company provide ballot for shareholders in every agenda. 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 questions on any agenda item, and timely discussion. Each query shall be considered materially where chairman and management answer
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
99
Corporate Governance
clearly with sufficient detailed information on the matters. After that, chairman shall convene the meeting agenda accordingly. In addition, the Company will not consider other agendas apart from meeting‘s invitation agenda. After the meeting is adjourned, the Company will keep all ballots as reference. In vote for election of directors, the Company conducts voting procedure to electing each candidate nominated as a director only and also encourages shareholder to apply proxy which dominated direction of voting (Proxy Form B). Additionally, the Company provides special proxy for the custodian, foreign institution shareholder (Proxy Form C).
To report minute of the meeting and disclose the meeting resolution After finished Annual General Shareholder Meeting, the Company informs the Company’s resolutions in the next working day through the SET channel and the Company’s website. Moreover, 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 the Company’s website in the investors section (IR webpage) http://robins.listedcompany.com within 14 days after the meeting.
2. Equitable Treatment of Shareholders The Company’s policy is adheres to the equitable treatment of shareholders, also are major shareholders, minority shareholders, individual and custodians, Thai Nationality or foreigns shall receive the basic rights and other rights equally to other shareholders including the equal voting right per the amount of shareholding. The Company gives opportunity for the minority shareholders have rights to propose qualified candidates for director nomination, to propose agendas and to receive fairness in the Meeting of Shareholders. In the shareholders’ meeting, the Company allows shareholders who cannot attend the meeting to appoint either any person or the Company’s independent director appointed by the Company to participate and cast the votes in the meeting. In addition, all shareholders are also allowed to make opinions and ask questions comprehensively. Regarding the delivery of an invitation letter to shareholders, as the Company’s practice, it sends the invitation letter in advance every year. Moreover, the Company prepares all supporting documents both in Thai and English versions so as to facilitate foreign shareholders. These supporting documents and the proxy forms, Forms A, B and C are also available in the Company’s website at least 30 days prior to the meeting so shareholders can receive documents in advance and have proper time to review information. The Company specifies the directors and executives to report the holding of securities and also the transfer of securities to the director’s meeting every quarter. The Company promotes prevention on conflict of interests. Directors, executives including their spouse and minor children should not purchase or sell any of the Company’s securities during the 1-month period prior to publicize financial statement. The Company sets a policy that a director or top executive has to inform the board of directors through the Company secretary about securities trade at least one day prior to such trade. 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 the regulations of the Stock Exchange of Thailand. Any violation shall be subject to disciplinary action according to the Company’s regulations.
100
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Regarding the consideration for the issues that cause or may cause conflict of interests, connected transactions and inter-company transactions, the Company strictly abides by the notification and regulation. Related party transaction is done fairly and at arms’ length. In case, it has to consider any issue that may cause conflict of interests, related transactions and connected transactions, directors who have beneficial interests shall not participate in consideration of such matters.
3. The Role of Stakeholders in Corporate Governance The Company pays great attention to all groups of stakeholders to make sure that they are treated fairly and in accordance with their legal rights as specified in the laws that concern stakeholders and/or through mutual agreements with the Company. The Company also realizes an importance of treating every stakeholder fairly and refuses bribery or illegal benefits. The Company emphasizes on anti-corruption as well. This is prescribed in the Company’s corporate governance policy. In addition, the Company provides training courses regarding to the Company’s policy and practice of anti-corruption. Moreover, the Company provides a channel for all stakeholders to contact or complain through email: cghotline@robinson.co.th which is direct to the Board of Directors. The independent directors and the audit committee will receive such complain. Also, the steps and procedures can protect a reporter clearly and efficiently. The Company always reviews and revises its Business Code of Conduct as well as its internal communication so as to let executives and employees understand and realize the ethics standard which the Company adopts for its business conduct. The Company also wishes everybody in the organization strictly adheres as a guideline so as to promote the responsibility to stakeholders. The Company well realizes that these stakeholders play a great role in supporting the Company’s long-term success. The details are as follows: • Shareholders - The Company is determined to operate its business and has been striving for steady growth in compliance with the good corporate governance, taking into account sustainable growth in returns for shareholders. The Company places great emphasis on the rights of shareholders and ensures the equitable treatment of shareholders. The Company respects shareholders rights to receive necessary information for making evaluation of the Company’s management by disclosing operating performance, operating financial status, and other supporting reliable information in a timely manner in order to enhance the transparency and fairness to shareholders. • Employees - The Company is responsible and treat employees with fairness and also promoted and created understating and compliance with the good corporate governance and business code of conduct. Moreover, there are trainings on corporate code of conduct to employees in an orientation in order to create understanding to every new employees. Furthermore, the Company focused on development a good relationship between employees and the Company continuously by treating employees according to the rules of labour and welfare laws, strictly respecting individual rights, and providing proper remuneration and welfare benefits in line with their duty and economic condition and financial performance of the Company. However when compare with those in the same business group, such as: - establishing provident fund and savings cooperative, endowing scholarship to employees’ children who demonstrate excellent academic, and providing annual medical check-up for employees, etc. The Company set up a working unit particularly 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. Furthermore, the Company promotes practice of good citizenship in order to create value for themselves and the Company. Various activities have been organized for staff to promote teamwork and create pleasant atmosphere. ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
101
Corporate Governance
• Partners - The Company strictly observes and adheres to all its obligations to partners. Selection of partners is done fairly. Also, it has regulations to prohibit executives or staff from performing any illegal or unethical practices against partners by admitting or asking for any properties or benefits. Should there be any evidence or information of unethical practice the Company or partners must inform or disclose such information for joint consideration to find a solution to the problem in order to prevent any losses which may occur in the future. • Creditors - Strictly respect agreements with creditors; manages loans according to lending objectives; avoid using the loans to cause damage to Company; ensure timely repayment of loans and interests; thoroughly honor loan conditions as agreed; and competently operate the business to assure creditors about the Company’s healthy financial standing and loan repayment capabilities. While maintaining its financial ratios as specified in loan agreements or the terms and conditions of such agreements, with regular reporting of its performance to creditors as required, the Company has never defaulted on either debt or interest payment, or caused any concern among creditors on its debt repayment ability. Moreover, the Company provides loans only to subsidiaries under its shareholding structure, with no financial assistance offered to any unrelated company. • Customers - The Company attempts to create customer satisfaction by providing fine quality products that meet customers’ demands at reasonable price as well as excellent service. It also conducts its business rightly and equitably and provides actual information about products, not propaganda. The Company has a strict policy of preventing the confidential information of customers. Customers have a chance to make complaints or queries at all time. • Competitors - The Company abides by the framework, rules and ethics of fair competition, and will not destroy the reputation of its competitors through pricing strategy or any unethical strategies. • Community and Environment - The Company has a policy to continually support activities which are beneficial to the community and environment. Moreover, the Company provides a training to make its employees aware of environmental issues prior to launch the Company’s projects on environment. In addition, the Company promote the employees and clients to participate any activities that related to social and environmental projects. The Company will not take any illegal action or support any illegal action which is harmful to the natural resources and community. • Policy on intellectual properties - The Company encourages employees to perform their duties under the law and regulation regarding intellectual property rights. The Company has done agreement with all business partners. All the products should not violate in intellectual property rights, trademarks, patents and have product standard in accordance to government regulation as well as product safety for consumer to ensure that all the products sell to consumers are complied to regulation and legal • Anti Corruption - The Company aims to operate duties with honesty, transparency, disclosure and accountability. The Company has anti corruption policy and any guideline in order to prevent any risk from corruption and already approved by Board of Committee. In addition, the Company has developed internal audit system and communicates to employees, business partner and other related parties to abide with our policy. Furthermore, the Company set up whistles blowing and complaints channel and also protect complaints despite the Company might lose business opportunity. The Company has been certified as a coalition member of Thai private sector against anti - corruption on March 9, 2017
102
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
4. Disclosure and Transparency The Company has regularly had the disclosure of information in Thai and English version, 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 in the investors section (IR webpage) http://robins.listedcompany.com as another channel for shareholders, investors, analysts and interested persons to easily access to the Company’s information whereby the said information does not have any effect to the competition status of the Company. For investor relations, the Company assigns the investor relations section, the financial management and investor relations division, along with the President and Chief Financial Officer 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. Nevertheless disclosure of the Company’s performance to shareholders, investors, and securities analysts shall be in compliance with the good corporate governance so there will be a period when the Company does not publish such information. This aims to be in line with transparent and equitable disclosure of information principle. In this year investor relation activities were as follows: 1. Company visits by investors and analysts, including conference calls were in total 65 times. (Remark: the number of time was counted by the number of companies that visited the Company)
2. Investor Conference and Road Show/Non Deal Road Show were in total of 5 times as follows: • Investor Conference (Local/International) 3 times • International Non Deal Road Show 2 times 3. The Company participated Opportunity Day held by the Stock Exchange of Thailand. 4. The Company held an analyst meeting on a regular basis. 5. The Company held Store Visits for analysts and investors in total of 28 times. Investors can contact the Company’s investor relations section by Contact person : General Manager - Investor relations department Address : Robinson Public Company Limited 9/9 14th Floor, Rama 9 Road, Huai Khwang, Huai Khwang, Bangkok 10310 Telephone : 02 169 2500 ext 4750-2 Fax : 02 169 2577 E-mail : ir@robinson.co.th Regarding the quality of financial reports, the Company’s board of directors is responsible for consolidated financial statements of the Company and its subsidiaries (approved by the Company’s auditor) as well as financial information presented in the annual report. The Company’s board of directors appoints the audit committee which consists of an independent committee responsible for the quality of financial reports and internal control system. For the year 2017 financial report, the board of directors had the opinion that such financial statements were prepared in 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 subsidiaries.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
103
Corporate Governance
5. Responsibilities of the Board Board Composition The current board of directors has diversified qualification in both skills and professional working experiences of retailing and department store business management, including high proficiency and expertise on accounting, finance and law. This is in consonance with the policy concerning director nomination. The board diversity and required skill which has not yet had in the board are taken into account. Furthermore, every independent director is qualified under the Company’s requirement which is stricter than the minimum criteria of the Securities and Exchange Commission (SEC). In 2017, the Company’s board of directors has currently 5 independent directors which is higher one-third of the board. As a result, the board composition leads to proper clarity in checks-and-balances system. The board of directors comprises 12 members (1 female director) including:
• Executive director • Non-executive directors • Independent directors
1 person 6 persons 5 persons Independent directors are 41.7% of the board (a total number of directors are 12 persons)
Role and Responsibility of the Board The board of directors’ authority and responsibilities include: • To 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 shareholder fairly and act like a reasonable man in such business going to do in the same circumstance. • To determine vision, mission, plan and annual budget of the Company by continuously following up the outcome of each operation so as to make sure that the operation is in accordance with the settled goal and able to handle any possible obstacles on time. • To consider and approve any important transactions under the scope of duties of the Board according to the laws and Article of Association of the Company including considering and approving an investment of assets with the amount above Baht 200 million per investment. • To appoint any sub-committees in order to support the work under the responsibility of the Board as deemed appropriate and necessary by following up the operation of the sub-committees continuously. • Independent directors should exercise independent 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 accurately, completely, transparently, accountably and on time. • 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. • To obtain the Company secretary to monitor any activities of the Board and assist the Board and the Company’s conduct to be in accordance with related laws and regulations.
104
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
• To have a business code of conduct of the directors, executives, and employees as a standard for business operation of the Company. • To make the operation in accordance with the good corporate governance and support the acknowledgement of everybody in the Company so as to strictly comply with it. • To obtain a clear and transparent connected transaction. • To obtain a clear process regarding a report of the audit committee to the Board. When finding or suspecting about transaction or action which may have any material effects to the Company’s financial status and the operation, the Board shall correct such transaction or action within the time the audit committee deems appropriate. • To provide a succession plan of the high level executive of the Company. • To regularly review and revise important policies and plans in order to keep them up to date and match with the nature of business. • To perform any other duty related to the Company’s business as assigned by the shareholders.
Hold a position of Director The Company defines limit of the number of board positions that a director can hold a position of director in other listed companies in the Stock Exchange of Thailand which shall not exceed 5 positions during his/her tenure in order for director to have time to attend the meeting for following up the Company’s business performance. While, the Company’s president shall limit to be the president of a listed company only in order for he/she to have sufficient time to conduct the business operation. The Board of Directors enumerated that an independent director shall hold a position must not be more than 9 years. The objective is to ensure the independence in opining and working as an independent director as well as to comply with the corporate governance principle. The Board of Directors can be considered the term of independent directors as appropriate. However, the year that the independent directors are due to retire, the Board of Director may nominate the above directors and propose to Annual General Shareholder Meeting for consideration to re-elected to become independent directors.
Roles of the Chairman and the President For clear role segregation and checks and balances, the Chairman and the President are always two different persons. While not being an independent director himself, the current Chairman represents shareholders. Based on the deliberation of the Nomination and Remuneration Committee, and with the approval of the Board, the current structure is appropriate for business and, in fact, is a forte supporting constant success and business growth, since the Chairman is knowledgeable, experienced, skillful in the retail and property development industries, and conforms to the principles of good governance. As a director bound by the Charter of the Board, the Chairman is committed to the Code of Conduct and CG Policy in providing a role model for the Board, executives, and employees. The Chairman presides over the meetings of the Board as well as the shareholders, ensuring smooth meetings and giving directors and shareholders opportunities to express their views and recommendations freely and creatively. The President is responsible for managing and administering day-to-day businesses under its strategic plans, vision, and missions, with a scope of authority bound by law, objectives, and company regulations, in addition to the decisions of the Board and shareholders meetings.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
105
Corporate Governance
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 inform the change to the Company Secretary every time.
Sub-committee and Company Secretary The Company has the additional Committees, appointed by the Board which considers necessary and appropriate, with 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 appointed the Company Secretary as specified in the Securities and Exchange Act B.E. 2551 (A.D. 2008). At present the Company has subcommittee appointed by the Board as follows: 1. Audit Committee the structure of audit committee comprises of not fewer than 3 independent directors and one of them, at the minimum, must possess the knowledge of finance and/or accounting. 2. Executive Directors Committee the structure of the committee comprises of 6 directors 3. Nomination and Remuneration Committee the structure of the committee comprises of 2 independent directors as minimum, where the proportion of independent director shall not less than two-third of the committee and being the chairman of the committee. 4. Risk Management Committee the structure of the committee comprises of independent directors not fewer than half of the total directors and the independent director shall be the chairman of the committee. 5. Corporate Governance Committee the structure of the committee comprises of independent directors not fewer than half of the total directors and the independent director shall be the chairman of the committee. 6. Company Secretary the Board appointed the Company Secretary to be responsible for secretarial works as prescribed by law.
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 6 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 not fewer than seven days prior to 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. Of the Board Meeting, the chairman of the Board, President, and corporate secretary set the meeting agenda and all important issues together including the Company and its subsidiaries’ acquisition or disposal of assets which is significantly impact on the Company, investment projects, 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 connected 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. The executive team has scheduled to report quarterly operating performance of the Company regard to vision and mission to Board of directors to acknowledge the current business situation and review the appropriate strategy that has set. In December of every year, The Board of director will review and approve the vision and business plan for next 5 years which proposed by executive team in order to set strategy of the Company in accordance with long and short term policy.
106
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
For the voting policy of Board of directors meeting, the Committees must attend in the meeting not less than two third of all the committees unless any meeting agenda that committees who have conflict of interest in that agenda must leave the meeting before consider that agenda as well no right to vote on that agenda. The meeting of the board of directors no. 5/2017 reviewed and approved the vision, mission, strategy and business plan for the year 2018. In 2017, there were 5 Board of Directors meetings. Details of the meeting attendance of each board and each committee in 2017 are as follows: Meeting Attendance of each board/committee (time)
Director’s Name 1. Mr.Sudhisak Chirathivat 2. Mr.Sudhitham Chirathivat 3. Mr.Somchai Apiwattanaporn 4. Mrs.Yodhin Anavil 5. Mr.Charan Mongkolchan 6. Mr.Vithaya Chavananand 7. Mr.Kanchit Bunajinda 8. Mr.Prin Chirathivat 9. Mrs.Yuwadee Chirathivat 10. Mr.Piya Nguiakramahawongse 11. Mr.Pandit Mongkolkul 12. Mr. Alan George Thomson 13. Mr. Wuttikiat Techamongklapiwat
Board of Directors
Board of Executive Directors
5/5 5/5 5/5 5/5 5/5 5/5 5/5 5/5 5/5 3/5 5/5 3/4
4/4 4/4 4/4 3/4 4/4 2/3
1/1
1/1
Nomination Corporate Risk Audit and Shareholders’ Governance Management Committee Remuneration Committee Committee Meeting Committee
6/6 6/6 6/6 6/6 -
2/2 2/2 2/2 2/2 -
2/2 2/2 2/2 -
4/4 4/4 4/4 -
1/1 1/1 1/1 1/1 1/1 1/1 1/1 1/1 1/1 1/1 1/1 1/1 -
หมายเหตุ * นายวุฒเิ กียรติ เตชะมงคลาภิวฒ ั น์ ด�ำรงต�ำแหน่ง กรรมการผูจ้ ดั การใหญ่ แทนนายอลัน จอร์ซทอมสัน ซึง่ ลาออก โดยมีผล ตัง้ แต่วนั ที่ 1 พฤศจิกายน 2560
In 2017, an attendance ratio of every directors is more than 95.00% of this year meetings, while each director attended the meeting of the Board of Directors not less than 80% of this year meeting, except Mr.Piya Nguiakramahawongse who was absent 2 times due to on business trip and sick leave. This is in accordance with the Company’s policy that directors have a duty to attend a meeting every time unless there is a necessary reason. In addition, the Company will send the minutes of the meeting and meeting document for the Company’s Directors to use as references and can be references for audit. In 2017, there was one meeting among the non-executive directors without the management.
Board Self evaluation The Company conducts annual self-evaluation for the Board of Directors, Chief Executive Officer and subcommittees. The Company delivers self-evaluation form of the Board of Directors to each director and the Company Secretary is the collector and presents the evaluation result to every director to improve and develop the performance of the Board of Directors to be more effective. The evaluation covers all aspects as follow: 1) Board of Director Self evaluation form Robinson Board’s self evaluation form applies Stock Exchange of Thailand‘s evaluation approach to suit the characteristics and structure of the Board of Directors. The results are key factors for enhancement of the directors’ performance and related duties. The evaluation form consists of six key components ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
107
Corporate Governance
1) Board structure and qualification
2) The roles, duties and responsibilities of the Board
4) Board performance
5) Relationship with managements
3) Board meetings 6) Self-development of directors and executive development 2) Directors’ self-evaluation form Designed to assist each directors in reviewing and enhancing his/her performance this evaluation form fully aligns with the Boards’ legal obligation, Robinson Director’s Charter and Code of conduct and the best practice guidelines of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET) by focusing on
1) Directors code of conduct and performance
2) Strategic formulation supervision and monitoring of Robinson’s operation
3) Responsibilities toward stakeholders
3) Sub committee self evaluation form including
1) Audit Committee
2) Nomination and Remuneration committee
3) Risk management committee and
4) Corporate Governance.
They must undertake annual self evaluation, the outcome of which to boost their input to supporting Robinson Committee work and each dimension of its business operation. 4) Evaluation of Chief Executive Officer performance method The Company has revised the evaluation form of Chief Executive Officer to be compiled with the corporate governance guideline from Stock Exchange of Thailand. The Chief Executive Officer evaluation form consist of three key components. 1) Assessment of business plan progress 2) Assessment of operation which covers 10 operating categories: - Leadership - External relationship - Defining strategy - Management and interpersonal skill - Complying with strategy - Succession planning - Financial plans and results - Knowledge on product and service - Relationship with Board of Directors - Personal characteristic 3) President development In 2017, Mr. Alan George Thomson resigned from his position and Mr. Wuttikiat Techamongklapiwat was appointed as the President, effective from 1 November 2017. The annual performance evaluation in 2017 could not give a comprehensive evaluation of the performance of Mr. Wuttikiat Techamongklapiwat who, by the end of 2017 had been working for the Company for merely 2 months. The Nomination and Remuneration Committee generally evaluates the performance of the President who have been working with the Company for at least 6 months and presents the performance evaluation summary to the Board of Directors annually for acknowledgment.
108
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Remuneration The Board of Directors has assigned the Nomination and Remuneration Committee to determine the remuneration of the members of the Board of Directors and sub-Committees and the senior executives and propose those remunerations to the Board of Directors for consideration. In doing so, consideration is given to the suitability of the remuneration of directors and senior executives in light of their roles, scope of works and responsibilities, the Company’s near-term and long-term performance, and the competitiveness based on the industry benchmark in order to retain key leaders and drive the organization towards long-term success. The Board of Directors reviews the proposed remuneration of directors and refers the proposal to the annual general meeting of shareholders for approval. Details about the remuneration of directors and executives are elaborated under section of Remuneration of Directors and Executives.
Board and Management Training 1) Orientation for newly appointed directors The new Board of directors must attend orientation program in order to develop better understanding of present Company’s business and operation. The corporate secretary will coordinate other aspects such as structure of business, structure of board of directors, regulation, law and also corporate governance and etc. Details of the training seminar attendance of each board in 2017 are as follows: Director
1. Mr.Vithaya Chavananand
2. Mr.Charan Mongkolchan
3. Mr.Yodhin Anavil
Position
Course Name
Training Center.
Director / Independent Director / Audit Committee Member / Chairman of Corporate Governance Committee Director / Independence Director / Audit Committee Member / Chairman of Risk Management Committee Director / Independent Director / Audit Committee Member / Chairman of Risk management Committee
Updated COSO Enterprise Risk Management: Integrating with Strategy and Performance
Thai Institute Of Directors
Updated COSO Enterprise Risk Management: Integrating with Strategy and Performance Nomination Committee Best Practice Guideline
Thai Institute Of Directors
Research Alliance Dialogue on Corporate Governmance 2017
Thai Institute Of Directors
Thai Institute Of Directors
Succession Plan The Company has succession plan for the President and Chief Executive Officer (CEO), candidates are screened by the Nomination and Remuneration Committee before being shortlisted and sent to the Board for consideration. For level of seniors executive, the Human resource will propose for consideration and approval by CEO. Regarding senior executive positions, succession planning is required for those considered critical, based on recruitment difficulties in the job market, the incumbent’s service years before retirement age (60 years old), health condition, likelihood of being recruited by other companies, and demand in the market as well as the health of current position.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
109
Corporate Social Responsibility
Corporate Social Responsibility
Policy on Corporate Social Responsibility The Company aims to get ahead in business along with being responsible for social development and environment on three policies education, society-women and environment. Also, the Company’s corporate social responsibility includes its internal working process as well as those connecting to communities and environment. The Company promotes corporate social responsibility through its organization. Believing that every employee is a part of social and environmental development, the Company motivates its employees in every level to realize the importance of community, society and environment through its internal public relation. Also, the Company widely welcomes employees and customers to join the Company in its campaigns every year. The Company wishes such campaigns bringing the optimal benefits to societies.
Operation and Report The Company focus on six stakeholders that are shareholders, employees, business alliances or creditors, customers, competitors, communities and environment. The Company also prepares a report in accordance with the corporate social responsibility guideline of the Stock Exchange of Thailand, comprising of eight principles as follows:
1. Fair operation The Company treats every stakeholder fairly. It strictly adheres to the law and trade conditions including fair competition practice. The Company encourages its employees to stick to honestly and business and life ethics. In addition, it treats customers, business alliances and co-workers in every level justly.
2. Anti-corruption Every act of the Company is done in good faith, correct, transparent, and accountable. Its code of conduct for employees clearly mentions about honesty. The Company’s employees shall not be lured by any bribery in order to breach of any code of conduct, regulation or policy of the Company. This includes not accepting any cash, cash-equivalent instrument or any valuable properly such as gold and diamond for his/her own benefit. In case of accepting gift or present, it shall not be more than the rate acceptable in society or business. They shall not offer, request or accept any bribery directly, indirectly or through any person for any personal benefit for whichsoever reason.
110
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
3. Respecting human rights The Company strictly respects human rights. It pays equal attention to every stakeholder in order to guarantee that every right under the law or agreement with the Company is recognized. Plus, the Company suggests a guideline for its employees to treat co-workers and other people with nice and friendly manner. The Company’s employees have to treat everybody equally and respect privacy without any discrimination against race, culture, religion or any other status. Privacy and personal information shall be respected. Employees’ freedom to act in accordance with their duty, law and human rights are guaranteed.
4. Fair labour treatment The Company continuously takes an interest in fair labour treatment, labour relation and welfare. Concerning labour treatment, the Company is bound by labour and welfare law. The salary and welfare are appropriately paid. The Company also regularly takes good care of its employees’ safety, occupational health and working environment. This, in turn, annually reflects in the award as outstanding business for Labour relations and Labour welfare and also safety, health and environment in the workplace from Ministry of Labour. The Company, furthermore, encourages employees in every level to develop their potential in knowledge, mental health and moral habitually. Promotion and relocation shall be based on knowledge, ability and suitability of employees. Each employee is entitled to lodge a complaint under a specified process if he/she is treated unfairly.
5. Responsibility toward Consumers The Company strives for offering high quality products in a reasonable price as well as wholeheartedly giving the best service to every customers. Suggestions and information about products are provided to customers completely and correctly based on fact without any exaggeration; therefore, customers can understand and get the most benefit. Regarding confidentiality, the Company sets up a policy concerning customer data. Customers can always complain or query so as to maintain a good relationship with the Company.
6. Environmental Conservation The Company encourages the display of social responsibility in the organization by embedding relevant activities in every process of the operations; the reduction of paper usage in the office, energy-saving campaign by installing and modifying the electrical equipment in the department stores, together with the encouragement of reducing energy consumption, as follows: •
The installation of electricity generation system from solar cell (Solar Power Roof) for 3 new branches; Petchaburi, Mahachai and Kampaengpetch, which can reduce energy consumption by 5% or 1.2 million Baht per year.
•
Robinson No Plastic Bag campaign to reduce pollution and global warming, and to encourage environment conservation awareness by reducing or omitting the use of plastic bags. The Company encourages customers to not use plastic bags on every Wednesday from January 1 – December 30, 2017. In the month of June; the month of global environment, customers receive extra the 1 Card points every day. Also, the Company expects that employees consciously perform their responsibilities towards oneself, families, communities and the society, whereby the Company provides support and opportunities for employees and customers to participate in environmental conservation projects on a regular basis.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
111
Corporate Social Responsibility
7. Involvement in Community and Social Development As of theme “Children are the priority that deserve support and attention as they are the future of the nation”. Therefore the Company is dedicated to generate business success along with developing the society, by focusing on youth development, which is the key target selected by Robinson’s customers and employees responding to the surveys. The emphasis will be on 3 dimensions; education, health and living, under the concept “Robinson…Doing Good Things”. This year, customers and employees are allowed opportunities to participate in the activity, helping the society through different promotion campaigns. It is hoped that these projects will create maximum benefits for children residing in the communities in which Robinson are situated. Provision of Educational Support •
The “Robinson for the Young Children (Year 10)” project is to encourage Thai children to have good mental health, which can help increase educational opportunities for them, and to have good development progress and grow up to be the country’s key personnel in the future.
•
The Company encouraged customers to donate used shoes that are still in good condition under the campaign “RobinsOn Shoes Year 2” to exchange used shoes for scholarships. These shoes will be given to “Pun Gun Shop by Yuvabhadana Foundation” to sell and the revenue generated will be provided as scholarships for children of “Yuvabhadana” Foundation.
•
“Summer Internship Program” to develop new generation children and to encourage wise use of time during school break by having hands-on experiences, developing the idea of being quality member of the society. There were over 400 students participating in the program from over 100 universities and vocational institutes at over 44 Robinson branches all over the country.
•
“Robinson Gift Short Film Contest” features the short film contest to unleash the power of imagination for children through the production of short films, gaining work experience from professionals and using it to benefit the actual work setting.
112
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Health and Hygiene Support •
The improvement of children’s quality of lives and hygiene with “Robinson’s Charitable Activity for Children’s Canteen” project, encouraging customers who bought kitchen and electrical appliances of Cuizimate brand. Partial revenue was allocated for the refurbishment of the new canteen to improve health and hygiene for children of Jang Erd Nong Maew School, Surin province.
•
“The Good Shoe Project by Payless Shoesource” project, featuring collaboration between Robinson and PayLess sports shoes, giving out new sports shoes to over 200 students to encourage the love of sports and for healthy lifestyle.
•
“Robinson’s Charitable Activity for Children’s Playground” project, as part of “RobinsOn Athleisure”, providing a playground to Wat Cha Uad School, Nakhon Sri Thammarat province, together with educational equipment and school improvement activities as a recovery measure from the severe flood at the beginning of the year. The activity was highly successful in giving encouragement and moral support for teachers, students and the community.
•
Support for Quality of Lives •
“Robinson’s Charitable Activity…Prosthetic Legs for Better Lives” project; partial revenue from “Robins On Shoes” campaign was granted to Prostheses Foundation under the Patronage of HRH Srinagarindra the Princess Mother to provide prosthetic legs for disabled children under the care of the Foundation.
•
“Robinson’s Charitable Activity…Bicycles for Children”;granting bicycles to underprivileged children as a means of transportation to schools, which were shortlisted in collaboration with the government bodies, in occasion of Robinson’s launch of new branches in Lopburi and Petchaburi.
•
Customers were invited to donate “2,600 teddy bears” to children on the National Children’s Day as part of the “Teddy Bears from Me to You” campaign. These were then donated to Baan Nokkamin Foundation, orphans, and disabled children in provinces where Robinson are located.
•
“Robinson’s Charitable Activity...Sharing Children’s Goods” project; customers were invited to donate schoolbags, pushchairs, cribs, and walker chairs, in collaboration with Baby Shop products under the “Robins On School Break” campaign, for 4 Foundations for Slum Childcare and Foundation for Children in provinces where Robinson are located all over Thailand. Student shoes were also donated to children in 5 schools around the border areas in Prachinburi and Kanchanaburi provinces. ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
113
Corporate Social Responsibility
•
Also, social support and quality of life enhancement for the community were also provided. •
Blood donation with the Thai Red Cross Society has been continuously organized since 1987; support provided to the Blood Service Center of the Thai Red Cross Society in terms of public relations and venues for blood donation. Employees at the headquarters and branches were encouraged to donate blood annually.
•
The Company launched 3 branches in 2017 and thus took this opportunity to grant funds for public cause to Red Cross Society in 3 provinces; Robinson Lifestyle Petchaburi, Robinson Mahachai and Robinson Lifestyle Kampaengpetch.
•
The Company, in collaboration with NMB-Minibea Thai Co., Ltd., with an awareness of customers’ safety, built the flyover to help reduce the chance of accidents for customers visiting Robinson Lifestyle Lopburi.
•
From the flood disaster in many areas of the country, Robinson, together with companies under Central Group, donated emergency survival bags to citizens in Nakhon Sri Thammarat, Trang, Sakonnakhon, Roi Et, Ubon Ratchathani, and many others that suffer from the flood throughout the year.
•
Sewing Cup Sewing Heart 2017 Year 11; Robinson, in collaboration with Sabina, sewed artificial breasts to donate to breast cancer patients. Customers were invited to participate in this activity, sewing over 10,000 artificial breasts for patients of Chulalongkorn Cancer Center, Chulalongkorn Hospital and 20 other hospitals all over Thailand.
8. Innovation and Dissemination of Social Responsibility Innovation The Company encouraged research and development of social responsibility innovation, and the dissemination of such innovations to benefit the society. This year, the Company still continued this activity with “Robinson Fulfills Children’s Dream Year 10” project. Besides, the Company hopes to create a good society and foster an awareness of doing good things for the public, by inviting employees, customers and partners to give back to the society via different activities, i.e. “Bicycles for Children”; donating bicycles for underprivileged children to travel to schools more conveniently and to have more time to do homework and study. This activity was held in parallel with the launch of new Robinson branch. Also, the Company took an initiative to help reduce global warming by installing the solar power roof to generate electricity for use in the department stores. The social responsibility awareness was also embedded in the “1% Gift Card” campaign; allowing opportunities for customers purchasing “Gift Cards” to donate 1% of the purchase price throughout 2017 to “Robinson Fulfills Children’s Dream” Fund. The money generated will be used to improve the quality of education for schools in remote areas and to sustainably develop the communities.
114
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Having realized the great importance of internal control and risk management as they are two main mechanisms that help pave way for an efficient business operation and good corporate governance, Robinson Public Company Limited has consistently developed its internal audit control system. To best achieve its goal, the Company’s Board of Directors has designated the Audit Committee, which comprises of independent directors, to oversee and closely monitor the Company’s sound internal control system to ensure that it meets the stringent International Internal Audit Standards. Running in parallel with that, the Risk Base Approach has been applied on par with an internal control adequacy assessment in compliance with COSO’s (The Committee of Sponsoring Organizations of the Treadway Commission) internal controls framework. To this end, internal auditors are responsible for internal audit activities as per an annual audit plan which is approved by the Audit Committee. The audit reports, meanwhile, are directly and routinely presented to the Audit Committee. With regards to risk management, the Company’s Board of Directors has appointed the Risk Management Committee to establish and revise the Company’s risk management policy which also covers the areas of fraud and corruption. In doing so, it can be served as framework and guideline for the most efficient and suitable risk management in corresponding with shifting situations. The Board of Directors considered the sufficiency and appropriateness of the internal control system according to the 2013 edition assessment form of the Office of the Securities and Exchange Commission as presented by the Audit Committee. Internal control was assessed in five factors and 17 principles, namely control environment, risk assessment, operation control, information & communication and monitoring activities. In conclusion, the Company’s internal control system is sufficient and appropriate. The details of such assessment and its result are as follows.
Control Environment The Company pays high attention to integrity and ethic. There are written code of conduct, works rules and punishment of executives and employees. These are informed during the orientation. The committee is independent from their executive. It oversights and improve works on internal control. Duties of each committee are clearly set in the committee charter. Clear goal on business operation, vision, mission, strategy and budget is also manifestly planned and informed to each department. As a result, operation is in line with and achieves the Company’s objectives. The Company has a clear chain of report, command and responsibility so as to achieve the organization’s objectives under the committee’s oversight. Another objective is to let employees know about their role, duty and responsibility in order to efficiently work and achieve the objectives. The Company aims to develop and keep capable personnel. There is a certain plan concerning recruitment, development and keeping executives and employees. Key Performance Indicators (KPI) is adopted to be a guideline for working and assess an annual performance of executives and employees.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
115
Internal Control and Risk Management
Internal Control and Risk Management
Internal Control and Risk Management
Risk Assessment The Company clearly sets objectives in order to be able to identify and assess any relevant risk. The risk management committee reviews the Company’s risk management policy which is used as a scope or guideline for the effectiveness of the risk management as well as for responding to changing situation. The risk management working team is comprised of executives in various fields. They consider any risk factors and then set an annual risk management plan, and a preventive and reducing risk plan. Later, they inform progress of implementation of the risk management plan to the risk management committee, the audit committee quarterly and the Board of Directors respectively. The Company completely reviews every risk which may affect its achievement in its objectives annually. The level of risk covers organizational level including main chain of work. The Company considers any chance of possible fraudulent act in risk assessment concerning objective achievement. The fraud risk committee is appointed to consider risk on fraud and specify any preventive measures.
Control Activities The Company regularly reviews its controlling system so as to be in line with any change and risk including scope of operation, revision of operation process, and authority plus responsibility of executives in every level and employees. There is a clear separation of important responsibility such as approving, accounting recording and asset treasurer. Its objective is to effectively check. The Company pays a lot of attention to develop any control activities with technology in order to support the Company’s effective and efficient objective achievement. Moreover, there is a sufficient security system policy on access to information control, application of information, network control and communication. The Company has a policy on approval of connected transaction or transaction which may have conflict among companies. This transaction shall be approved in accordance with the Company’ s regulation and considered by the audit committee in order to ensure that such transaction is reasonable with an optimal benefit to the Company. This shall be treated as a transaction entered with any third party. This can ensure that the Company is complied with law including regulation of the Office of The Securities and Exchange Commission and the Stock Exchange of Thailand. This enhances correctness, transparency and accountability in the Company operation as well as prevents any possible damage.
Information & Communication There is an information system so the executives can receive complete information. Template of each report is specified so the executives can readily access to complete information which can be promptly used. Moreover, making and transmitting any important information to the committee is done in advance prior to the meeting of the Board of Directors. Additionally, minutes of the meeting are recorded completely. Storing of source documents and accounts is kept by category easily to check. The Company assigns the secretary of the Company to coordinate with other departments concerning holding a meeting or arranging additional information when the committee requests. The Company has an investor relation department to act as a channel for informing investors. The Company also has a call center for receiving any information on fraudulent act.
116
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Monitoring Activities The Company holds a monthly meeting among its executives so the executives can report the operation result and present this information to the meeting of the Board of Directors at least once per quarter. The Company supports an internal auditor to act under the International Standards for the Professional Practice of Internal Auditing: IIA. A report on internal audit and correction of such internal control shall be directly reported to the audit committee regularly. In 2017, the Audit Committee had one meeting with auditors but without the management in order to ask for auditors’ opinion concerning auditing. This aims to increase efficiency in co-working. In that meeting, the auditor reported that there was no any significant defect in the Company’s internal control on accounting.
The Anti-fraud and corruption Policy Since its inception, Robinson Department Store has adhered to its vision and mission of good corporate governance. To this end, the Company has placed a great emphasis on an anti-fraud and corruption policy which includes awareness-raising programs, a risk assessment, an establishment of corruption prevention procedures, auditing to an outlining of internal preventive measures. Besides, in order to promote a solidarity and sustainable cooperation from every related sector, the practice standard of such policy has been disseminated to customers along with business partners and affiliates. On 9 March 2017, Robinson Public Company Limited has been certified by the CAC Council and become the full member of Thailand’s Private Sector Collective Action Coalition against Corruption (CAC). As an initiative supported by the state and the Office of the National Anti-Corruption Commission (ONACC), all CAC’s active members are required to routinely undergo a compliance plan revision strictly as per the anti-corruption policy in order to achieve an ecosystem of clean business community.
Internal Audit Control Division The Company has appointed Harng Central Department Store Co., Ltd to become the Company’s internal auditor. Being able to perform its duty independently from the Management Team, an internal audit control division is responsible for auditing and evaluating the Company’s internal control system on major operational procedures. In addition, internal auditors are required to directly report their performance to the Audit Committee on a regular basis in compliance with the scheduled meetings.
The Head of the Internal Audit Team The audit committee appointed Mr. Phisoot Suksangtip - Internal Audit, as an internal audit of the Company. He is also qualified to perform the aforesaid duties because of his independences and experience in internally auditing business similar to the Company’s business for 10 years. Consideration, approval, appointment, withdraw and removal of the Company’s head of the internal audit shall be approved by the audit committee.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
117
Report of the audit committee
Report of the Audit Committee To: The Shareholder of Robinson Public Company Limited The Audit Committee of Robinson Public Company Limited is composed of four independent qualified members: Mr. Somchai Apiwattanaporn, the Chairman of the Audit Committee, who has adequate expertise and experience to review creditability of the financial reports, Mr. Vithaya Chavananand, Mr. Charan Mongkolchan and Mr. Yodhin Anavil, the Audit Committee. In 2017 there were six meetings. All audit committee members attended every meeting, details of which are as follows: Name
1. Mr.Somchai Apiwattanaporn 2. Mr. Vithaya Chavananand 3. Mr. Charan Mongkolchan 4. Mr. Yodhin Anavil
Position
No. of meetings
Chairman of the Audit Committee Audit Committee Audit Committee Audit Committee
6/6 6/6 6/6 6/6
In each meeting, there is a consultation between executives, certified auditors and internal auditors as deemed appropriate. Opinions and recommendations are freely given. One of the meetings was a meeting with internal auditors and one of the meetings was a meeting with certified auditors, where executives were not allowed to attend. In every quarter, the Audit Committee reported its operation to the board of directors. Details of its operation and opinions can be summarized as follows:
Correctness, completeness and accountability of financial statement The Audit Committee reviewed the quarter financial statements and annual financial statement of the year 2017 plus jointly inspected the audit report with executives and certified auditors. Completeness and accountability of the disclosure of financial statements; any possible risk factors; related account standards; changes in account standards; internal control system concerning finance and accountancy; and information technology system are taken into consideration. The Audit Committee agrees with the auditor that the quarter financial statements and annual financial statement are materially correct, complete and accountable in accordance with generally recognized account standards. Important information is publicized as well as account policy is reasonably chosen.
Sufficiency of internal control system and internal audit The Audit Committee monitored internal control system to be in line with both Thai and international professional internal audit standard. Risk-Based Audit Method and internal control system under the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Standard are applied. Moreover, computer program is used to enhance its audit work. The Audit Committee considered the annual audit plan, prepared under the risk-based audit plan, as well as a result of internal audit and recommendation thereof. It regularly followed up any action taken by the management pursuant to such recommendation proposed by the internal audit. Hence, the Audit Committee opines that the Company’s internal control system is sufficient and proper. Its internal audit is independent and in accordance with the professional standard.
118
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Compliance with securities and stock exchange laws, regulations of Stock Exchange of Thailand and law relating to the Company’s business The Audit Committee made sure that the Company was constantly in compliance with the law concerning securities and stock exchange, regulations of the Stock Exchange of Thailand and other laws relating to the Company’s business including the Company’s terms and undertaking which the Company agreed with other third parties. The Audit Committee is of an opinion that the Company is correctly and completely in compliance with the law concerning securities and stock exchange, regulations of the Stock Exchange of Thailand and other laws relating to the Company’s business.
Connected transactions and disclosure Since the Company deals with many companies, the Audit Committee pays high attention on transactions which may be conflict of interest. Connected transactions or transactions which may be conflict of interest are quarterly considered under the laws and regulations of the Stock Exchange of Thailand. The Committee inquired the auditor and the internal auditor on the accurcy and transparency of any transaction as well as reasonableness and optimal benefit of the Company. The transaction has to be correctly and completely disclosed in a report to the financial statement. The Audit Committee opines that reviewed connected transactions are reasonable, fair and optimal benefit to the Company.
Risk management The Audit Committee reviewed policy and guideline on risk management as well as risk management plan for this year. Report concerning progress of an operation under such and risk management plan from the Risk Management Working Team is regularly acknowledged. The Audit Committee is of an opinion that the Company has proper and adequate risk management system.
Good corporate governance The Audit Committee continuously supports good corporate governance. It regularly review and revise policy on corporate governance and code of conduct to be in accordance with the new corporate governance issued. This is in line with the ASEAN CG Scorecard. Moreover, the Company was assessed in the level 5 or “Excellence” level from the Corporate Governance Survey of Thai Listed Companies in 2017.
Corporate Governance - Anti corruption policy The Company was certified on 9 March 2017 as member of Thailand’s Private Sector Collective Action Coalition Against Corruption (CAC) from Collective Action Coalition Committee which supported by Thai Government and office of the National Anti Corruption Commission. The Audit committee has considered and approved the plan as well as review the Company’s anti-corruption policy as proposed by the internal auditor.
Consideration, selection and nomination of the auditor The Audit Committee has assessed performance of the auditor for the year 2017 and viewed that this auditor is independent and its overall performance is satisfying.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
119
Report of the audit committee
Regarding the selection and nomination of the auditor in 2018, the Audit Committee, considering audit fee together with readiness to comply with audit standard, audit report presentation, proposed the board of directors to appoint KPMG Phoomchai Audit Ltd., the existing auditor of the Company and its subsidiaries for the year 2018. Its audit fee for the Company and its subsidiaries is Baht 5,860,000 (five million and eight hundred sixty thousand Baht). In addition, this is to be approved by the Annual General Meeting of Shareholders.
Overall opinion and remark on performing duties under the charter On February 17, 2018 the Audit Committee self-assessed its operation for the year 2017 divided into six categories: role and duties of the Audit Committee, composition of the Audit Committee, training and resources, meeting, activities of the Audit Committee and relationship with head of internal audit, auditor and executives. The result was that its performance was very good. Its performance is completely complied with the Handbook of the Audit Committee, the Securities and Exchange Commission and the Charter of the Audit Committee. Conclusion, the Audit Committee completely performed its task as specified in the charter. The Audit Committee, under an approval from the Board of Directors, opines that the Company has a correct, proper and accountable process concerning preparation and disclosure of financial statements. Its internal control, internal audit and risk management is suitable and efficient. They are complied with laws, regulations and any undertakings. The Company seriously considers before entering into any connected transactions. Its performance is in line with good corporate governance in a proper, transparent and accountable manner. Furthermore, the Company has constantly developed and improved its performance to cope with business environment.
Mr. Somchai Apiwattanaporn Chairman of the Audit Committee 15 February 2018
120
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
The Board of Directors is responsible for financial statements of Robinson 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 Statement, in a proper and highly transparent manner. The Board of Directors and maintain appropriate and efficient internal control systems, ensuring that all accounting records are accurate, complete and sufficient to protect the Company’s assets, In this regards, the Board of Directors has appointed the Audit Committee, comprising independent directors, to review the financial reporting and internal audit procedures. The Committee’s report is presented accordingly in this Annual Report. The Board of Directors agrees that the overall internal control systems of Robinson Public Company Limited are satisfactory and credible rationally for reliability on financial statement of Robinson Public Company Limited and is subsidiaries for the year ending 31 December 2017.
Mr. Sudthisak Chirathivat
Chairman
Mr. Wuttikiat Techamongkhalapiwat
President
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
121
Statement of the Directors Responsibility
Statement of the Directors Responsibility
Connected Transactions
Connected Transactions During 2017, the Company and its subsidiaries enter into connected 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 of 2017. Details of major connected transactions during the year ended 31 December 2017 and 2016 can be summarized as follows:
Details of Major Connected Transactions List of the Company’s expenses
Transaction value (Million Baht)
Relationship with Transaction
Related Company
Associated Company
JointShareholders
Major Shareholders and/or Joint 2017
2016
Directors
Expenses Merchandising Payment
Rental/ Service Managements Fees
CRC Sports Co., Ltd
X
Central Trading Co., Ltd.
X
Central Textiles Co.,Ltd.
X
Central Garment Factory Co., Ltd.
X
Thai Watts Co., Ltd.
X
Harng Central Department Co., Ltd.
X
Group of Central Pattana Pcl.
X
Other companies in Central group
X
Central Department Co., Ltd.
X
Harng Central Department Co., Ltd.
X
Central Retail Corporation Co., Ltd.
122
X
X
X
RIS Co., Ltd.
X
Other companies in Central group
X
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
1,781 1,991
321
269
171
150
Transaction value (Million Baht)
Relationship with Transaction
Related Company
Associated Company
JointShareholders
Major Shareholders and/or Joint 2017
2016
Directors
Sales Promotion Expenses
Central Retail Corporation Co., Ltd.
X
X
Central Department Co., Ltd.
X
Harng Central Department Co., Ltd.
X
Group of Central Pattana Pcl.
X
Other companies in Central group
X
260
229
List of the Company’s income
Transaction value (Million Baht)
Relationship with Transaction
Related Company
Associated Company
JointShareholders
Major Shareholders and/or Joint 2017
2016
Directors
Rental Fee/ Power Buy Co., Ltd. Service Expense CRC Sports Co., Ltd.
X
X
X
X
Central Department Co., Ltd.
X
Group of Central Food Retail Co., Ltd.
X
B2S Co., Ltd.
X
Office Club (Thailand) Co., Ltd.
X
Central Watson Co., Ltd.
X
Central Trading Co., Ltd.
X
Group of Central Restaurant Group Co., Ltd. (Auntie Anne’s, Mister Donut, KFC)
X
Other companies in Central group
X
Management fee Power Buy Co., Ltd. income CRC Sports Co., Ltd.
X
X
X
X
B2S Co., Ltd.
X
Central Department Co., Ltd.
X
924
847
38
40
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
123
Connected Transactions
Transaction value (Million Baht)
Relationship with Transaction
Related Company
Associated Company
JointShareholders
Major Shareholders and/or Joint 2017
2016
Directors
Management fee Harng Central Department Co., Ltd. income (Continue) Group of Central Food Retail Co., Ltd.
Sales Promotion Income
X X
Office Club (Thailand) Co., Ltd.
X
RIS Co., Ltd.
X
Thai Watts Co.,Ltd
X
Other companies in Central group
X
Central Retail Corporation Co., Ltd.
X
X
Central Trading Co., Ltd.
X
Other companies in Central group
X
48
82
Necessary Connected 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 competitive with similar products offered by other department stores.
- Rental and service income
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 fee and service ex- These expenses were from rental space in shopping mall or land from related penses parties. The price is set in accordance with market price and/or acquisition cost plus related expenses with the justified condition and reasonable. 124
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
2. Normal Business Supporting Items - Management and service fee Income Collected from the Company’s affiliates and subsidiaries for department store management, merchandising, marketing and use of the Robinson Brand. The contractually agreed rate is based on a percentage of sales and/or other income, as per each joint venture agreement. 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. - Sales promotion income This source of income is service income for the purpose of facilitation on the sales promotion which is carried out by the related companies under the fair and reasonable price or condition. - Management and service Paid to related company for logistic fee, accounting and financial management fee expenses services, 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. The contractually agreed rate is based on a percentage of sales and/or the actual cost including operating expenses. 3. Financial Assistant Transactions - Obtaining loans/ granting Currently, the Company has a policy to obtain loans and/or grant loans within loans between the Company only the Company and its subsidiaries. By Setting the minimum loan rates or and its subsidiaries 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.
Measures and procedures for approval of connected transactions The Company and its subsidiaries act in compliance with regulations of the Stock Exchange of Thailand and the notification of the Capital Market Supervision Board on criteria, procedure and disclosure of connected transactions of listed companies under the supervision of the Board of Directors and the Audit Committee. The Board of Directors approved in principle about entry into transactions between the Company and its subsidiaries and connected persons which are the normal business items and 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 Board. Transaction between the Company and connected persons has to pass the approval process under the Company’s order on working practice like normal transactions. It has to pass the consideration from authorized persons under the responsible line and relating to such affair. The responsible persons and persons relating to the transactions shall consider whether the transaction is reasonable and in accordance with normal business and shall take the highest interest
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
125
Connected Transactions
of the Company and of the shareholders into consideration as if it were the transaction with the third party. Moreover, the Company revises transaction between the Company and connected persons every year in case of additional connected persons. This is to ensure that regulations prescribed by the Company are correctly adhered to. In addition, procedures and existing regulations are updated and revised in order to be in compliance with regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand. The Company defines the scope of duties and approved financial amount of every executive clearly in writing and separates duties which may cause corruption. 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 the market price. This has to ask for approval from the board of directors or ask for acknowledgement from the board and further approval from the meeting of the shareholder as the case may be. In some cases, an opinion from independent financial consultant may be required. The director who has conflict of interest shall neither attend the meeting nor cast a vote so as to ensure that such considered connected transaction is transparent, reasonable and in compliance with laws and regulations of the SEC and the Stock Exchange of Thailand
Future policy and trends for connected 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 connected transactions. Such transactions will be strictly conducted in compliance with the Stock Exchange of Thailand rules and regulations on criteria for connected transaction. All in all, the pricing policy for connected transactions has been adhered to the same principle as in the previous year.
126
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Overall Thai economy in 2017 expanded by 3.9% improving from 3.3% in 2016. Export value grew by 9.7% while private consumption and total investment increased by 3.2% and 0.9% respectively and the headline inflation averaged 0.7% As of 31 December 2017, The Company the Company operated 46 branches in Thailand (11 branches in Bangkok Metropolitan Region and 35 branches in up-country) and 2 branches in Vietnam.
Key highlights in 2017 •
Net profit dropped YoY due to one-off items in last year- In 2017, net profit was Baht 2,742 million or decreased by 2.6% from 2016 as in 2016, the Company recorded one-off items from reversal of bad debts and flood claims from Power buy, total amount of Baht 316 million. However, net profit from normal operation, increased by 8.7%. The growth was mainly from steadily growing of rental income with occupancy rate of 99%, higher other income, good expenses control, lower financial costs and income tax expenses
•
New stores in Petchaburi, Mahachai and Kampeangpetch – In 2017, the Company opened 3 new stores; in 2Q17, Petchaburi- Lifestyle format and in 4Q17, Mahachai- department store format and Kampeangpetch- lifestyle format.
Comparison consolidated financial statement for full year ended 31 Dec 2017 and 31 Dec 2016
Unit : Million Baht
Consolidated financial statement Revenue from sale of goods Investment income Other income Total income Cost of sale of goods Selling expenses Administrative expenses Financial costs Total expenses Share of profit of associates Profit before income tax expense Income tax expenses Net profit Net profit excluding one-off items
FY2017
FY2016
25,989 3,355 1,009 30,353 19,530 6,398 1,429 71 27,429 507 3,431 534 2,742 2,717
26,078 2,948 1,162 30,187 19,574 6,248 1,309 84 27,215 580 3,552 556 2,815 2,499
Increase (Decrease) (89) 407 (153) 166 (44) 150 120 (13) 214 (73) (121) 22 (74) 217
% Change (0.3%) 13.8% (13.1%) 0.5% (0.2%) 2.4% 9.2% (15.2%) 0.8% (12.6%) (3.4%) 3.9% (2.6%) 8.7%
Note: In 2016 and 2017, the Company recorded one-off items amount of Baht 316 million and Baht 25 million respectively
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
127
Management Discussion and Analysis
Management Discussion and Analysis
Management Discussion and Analysis
Financial performance in 2017 •
Total sales In 2017, the total sale was Baht 25,989 million, decreased by Baht 89 million or 0.3% mainly from year-on-year impacted from high base of black clothing sales in 4Q16 while customers spending and sentiment remained stagnant early in the year.
•
Investment income In 2017, the total investment income was Baht 3,355 million, increased by Baht 407 million or 13.8% from 2016. The solid growth in total investment income was from rental income of new stores and also good rental income growth of existing lifestyle centers including those resumed full operations after renovation. The average occupancy rate maintained at 99.0%.
•
Total income In 2017, the total income was Baht 30,353 million, increased by Baht 166 million or 0.5% from 2016.
•
Gross profit In 2017, gross profits from sales amounted to Baht 6,459 million, decreased by Baht 45 million. Although sale slightly dropped, the Company could maintain gross profit margin at 24.9% from higher contribution of private label, despite some impacts from product transition period.
•
Selling and Administrative expenses (SG&A) In 2017, selling and administrative expenses was Baht 7,828 million, increased by Baht 270 million or 3.6% from 2016 mainly from new stores. However existing stores’ SG&A was in good control.
•
Financial costs In 2017, financial costs was Baht 71 million, decreased by Baht 13 million or 15.2% from 2016 resulting from repayment of long term loans.
•
Share of profit of associates In 2017, share profit of associates was Baht 507 million, decreased by Baht 73 million or 12.6% from 2016 (which derived from shared profit from Power buy Baht 234 million and Super sport Baht 277 million) due to one-off items from flood claims of Power buy in 2016.
•
Income tax expenses In 2017, Income tax expense was Baht 534 million, decreased by Baht 22 million or 3.9% from 2016.
•
Net profit In 2017, net profit was Baht 2,742 million, decreased by Baht 74 million or 2.6% from 2016 as in 2016, the Company recorded one-off items from reversal of bad debts and flood claims from Power buy, total amount of Baht 316 million. However, net profit from normal operation, increased by 8.7%. The growth was mainly from steadily growing of rental income with occupancy rate of 99%, higher other income, good expenses control, lower financial costs and income tax expenses.
128
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Comparison financial position for full year ended 30 Dec 2017 and 31 Dec 2016
Unit : Million Baht
Financial position Cash and cash equivalents Current investments Other current assets Other non-current assets Total assets Total current liabilities Total non-current liabilities Total liabilities Total equity Total liabilities and equity
FY2017
FY2016
Increase (Decrease)
% Change
1,805 4 3,574 22,171 27,554 8,130 1,902 10,032 17,522 27,554
2,219 35 3,470 21,277 27,001 7,400 3,404 10,804 16,197 27,001
(414) (31) 105 894 553 730 (1,502) (772) 1,325 553
(18.7%) (88.5%) 3.0% 4.2% 2.0% 9.9% (44.1%) (7.1%) 8.2% 2.0%
As of 31 December 2017, total assets amounted to Baht 27,554 million, increased by Baht 553 million or 2.0% compared to the end of 2016, mainly from investment of new stores and increased in net book value of investments in associates. Total liabilities amounted to Baht 10,032 million, decreased by Baht 772 million or 7.1% compared to the end of 2016 mainly from repayment of long term loans. Total equity totaled Baht 17,522 million, increased by Baht 1,325 million or 8.2%.
Capital Structure As of 31 December 2017, total interest bearing debt was Baht 1,768 million. Total interest bearing debt to equity ratio was at 0.1 times.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
129
Independent Auditor’s Report
Independent Auditor’s Report
Independent Auditor’s Report
To To the the shareholders shareholders of of Robinson Robinson Public Public Company Company Limited Limited Opinion Opinion II have have audited audited the the consolidated consolidated and and separate separate financial financial statements statements of of Robinson Robinson Public Public Company Company Limited Limited and and its subsidiaries (the “Group”) and of Robinson Public Company Limited (the “Company”), respectively, its subsidiaries (the “Group”) and of Robinson Public Company Limited (the “Company”), respectively, which which comprise comprise the the consolidated consolidated and and separate separate statements statements of of financial financial position position as as at at 31 31 December December 2017, 2017, the the consolidated consolidated and and separate separate statements statements of of comprehensive comprehensive income, income, changes changes in in equity equity and and cash cash flows flows for for the the year year then then ended, ended, and and notes, notes, comprising comprising aa summary summary of of significant significant accounting accounting policies policies and and other other explanatory explanatory information. information. In In my my opinion, opinion, the the accompanying accompanying consolidated consolidated and and separate separate financial financial statements statements present present fairly, fairly, in in all all material material respects, respects, the the financial financial position position of of the the Group Group and and the the Company, Company, respectively, respectively, as as at at 31 31 December December 2017 2017 and and their their financial financial performance performance and and cash cash flows flows for for the the year year then then ended ended in in accordance accordance with with Thai Thai Financial Reporting Standards (TFRSs). Financial Reporting Standards (TFRSs). Basis Basis for for Opinion Opinion II conducted conducted my my audit audit in in accordance accordance with with Thai Thai Standards Standards on on Auditing Auditing (TSAs). (TSAs). My My responsibilities responsibilities under under those standards are further described in the Auditor’s Responsibilities for the Audit of the those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Consolidated and and Separate Separate Financial Financial Statements Statements section section of of my my report. report. II am am independent independent of of the the Group Group and and the the Company Company in in accordance with the Code of Ethics for Professional Accountants issued by the Federation of Accounting accordance with the Code of Ethics for Professional Accountants issued by the Federation of Accounting Professions Professions that that is is relevant relevant to to my my audit audit of of the the consolidated consolidated and and separate separate financial financial statements, statements, and and II have have fulfilled my other ethical responsibilities in accordance with these requirements. I believe that fulfilled my other ethical responsibilities in accordance with these requirements. I believe that the the audit audit evidence evidence II have have obtained obtained is is sufficient sufficient and and appropriate appropriate to to provide provide aa basis basis for for my my opinion. opinion. Key Key Audit Audit Matters Matters Key Key audit audit matters matters are are those those matters matters that, that, in in my my professional professional judgment, judgment, were were of of most most significance significance in in my my audit audit of the consolidated and separate financial statements of the current period. These matters were addressed of the consolidated and separate financial statements of the current period. These matters were addressed in in the the context context of of my my audit audit of of the the consolidated consolidated and and separate separate financial financial statements statements as as aa whole, whole, and and in in forming forming my my opinion opinion thereon, thereon, and and II do do not not provide provide aa separate separate opinion opinion on on these these matters. matters.
130
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Special Rebate (Marketing Funding) Refer to Note 3 to the financial statements Special Special Rebate Rebate(Marketing (Marketingfunding) funding) Refer the statements Referto toNote Note33to to the financial statements The keyfinancial audit matter How the matter was addressed in the audit The Thekey keyaudit auditmatter matter During During the the year, year, the the Group Group has has variety variety of of marketing marketing activities activities which which receives receives the the marketing marketing funding funding through through special special rebate rebate from from supplier supplier which which isis general general transaction transaction of of retail retail business. business. Special Special rebate rebate (marketing (marketing funding) funding) isis significant significant amount amount in in each each year year which which itit varies varies with with regards regards to to the the nature nature and and timing timing of of the the activity activity to to which which itit relates, relates, and and isis recognised recognised in in accordance accordance with with written written agreements agreements with with suppliers. suppliers. Special Special rebate rebate isisrecognised recognisedas asaadeduction deductionfrom fromcost costof ofsales salesand and isis earned over the period of the contractual earned over the period of the contractual agreements. agreements.
My My focus focus was was on on assessing assessing the the written written agreement agreement of of special special rebate, rebate, whether whether the the relevant relevant marketing marketing had had taken taken place place and and whether whether the the rebate rebate recognised recognised was was recorded recorded in in the the appropriate appropriate amount amount and and period. period.
How How the thematter matterwas wasaddressed addressedin inthe theaudit audit My Mykey keyaudit auditprocedures procedureswere wereas asfollows: follows: understanding, understanding, evaluating evaluating and and testing testing management’s key controls in respect of management’s key controls in respect of the therecognition recognitionof ofspecial special rebate; rebate; assessing assessing of of the the effectiveness effectiveness of of the the Groups’ Groups’ general general controls controls over over their their IT IT systems systems and and their their internal internal controls controlsby byKPMG’s KPMG’sIT IT specialist; specialist; examined and examined supporting supporting documents documents and comparing comparing to to marketing marketing activities activities which which occurred occurred during duringthe theyear; year; performing procedures by by testing testing performing cut-off cut-off procedures special special rebate rebate recognised recognised from from the the relevant relevant marketing marketing during during the the end end of of accounting accounting period period by sampling both pre and post the period by sampling both pre and post the period end end transactions transactions and and evaluating evaluating by by reference reference to to agreements agreementsand andmarketing marketingactivities; activities; and and assessing assessing the the appropriate appropriate and and adequate adequate of of disclosure disclosure in in accordance accordance with with Thai Thai Financial Financial Reporting ReportingStandards. Standards.
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
131
Independent Auditor’s Report
Impairment of investments in subsidiaries Refer to Note 3 and 11 to the financial statements Impairmentof ofinvestments investmentsininsubsidiaries subsidiaries Impairment Impairment of investments in subsidiaries RefertotoNote Note33and and11 11to tothe thematter financialstatements statements Refer financial How the matter was addressed in the audit The key audit
Refer to Note 3 and 11 to the financial statements Thekey key audit matter Howthe thematter matterwas wasaddressed addressedin inthe theaudit audit The audit matter How The key audit matter the matter was addressed inas the audit In accordance accordance with with the the uncertainty uncertainty of of current currentHow My key auditprocedures procedures were as follows; In My key audit were follows; Ineconomic, accordance uncertainty of current economic, thatwith maythe impact subsidiaries whichMy key audit procedures were as follows; that may impact toto subsidiaries which economic, that may impact to subsidiaries which operateddepartment department storein inall allof ofthe thecountry country and assessing operated store and assessingthe theidentification identificationof ofcash-generating cash-generating operated department store in all of the country and isis assessing the identification of cash-generating may result result toto the the allowance allowance of of impairment impairment may unitsagainst against reasonableness of indicator indicator units reasonableness of may resulttototo allowance of Company impairment against reasonableness indicator required setthe up.However, However,the the Company didisnot not units required set up. did and forecast cash flows flows of which Group’s and forecast cash which Group’s required to set up. However, the Company did not and forecast cash flows which Group’s recordallowance allowanceof ofimpairment impairmenton oninvestments investmentsinin record managementused; used; management record allowance of impairment on investments in management used; subsidiaries because management did not not found found subsidiaries because management did assessing historical historical operating operating result, result, current current assessing subsidiaries management did not found assessing historical operating result, current indicatorof ofbecause impairment onsuch suchinvestments. investments. indicator impairment on operatingresult resultand andfuture futureplan planof ofGroup Groupand and operating indicator of impairment on such investments. operating result and of Group and to considering the future factorplan which indicated considering the factor which indicated to the factor which indicated to The impairment impairment assessment assessment of of investments investments inin considering The impact on investment in subsidiaries; impact on investment in subsidiaries; The impairment assessment of investments in on investment in subsidiaries; subsidiaries considers considers whether whether the the carrying carrying impact subsidiaries comparingbudgeted budgetedfuture futurecash cashflows flowsand andthe the comparing subsidiaries considers whether the carrying comparing budgeted future cash flows and the amount of of the the assets assets or or the the cash-generating cash-generating unit unit amount assumption of economic growth rate against assumption of economic growth rate against amount of the assets or the cash-generating unit of economic growth rate against exceeds the the recoverable recoverable amount amount and and involves involves the the assumption exceeds the Company’s Company’s business business plan plan and and historical historical the exceeds the recoverable amount and involves the the Company’s business plan and historical application of subjective management’s judgment application of subjective management’s judgment operating result to assess assess the reasonableness operating result reasonableness application of subjective management’s judgment operating result to to assess the the reasonableness about future business performance. Certain about future business performance. Certain of budget and included comparing industry of budget and included comparing industry about future business performance. Certain of budget and included comparing industry assumptions made by management in the assumptions made by management in the information with external market analysis; information with external market analysis; assumptions made by management in the with external market analysis; impairment review are considered tobe be key areas information impairment review are considered key areas assessing the suitability of the the discount rate assessing the suitability discount impairment review are considered toto be key areas assessing the suitability of of the discount raterate ofjudgment, judgment,notably notablythe theestimated estimated future cash judgment, notably the estimated future cash applied to the future cash flows applied to the future cash flows and ofof future cash applied to the future cash flows and and flows, the overall growth rates and the discount flows, the overall growth rates and the discount benchmarked this against other companies benchmarked against other companies flows, the overall growth rates and the discount benchmarked thisthis against other companies in inin rates applied. rates applied. the industry; and the industry; and rates applied. the industry; and the appropriate and adequate of assessing assessing appropriate adequate assessing thethe appropriate andand adequate of of disclosure in accordance accordance with Thai Financial disclosure with Thai Financial disclosure in in accordance with Thai Financial Reporting Standards. Reporting Standards. Reporting Standards.
Other Information Other Information Other Information Managementisisisresponsible responsible for the other information. The other information comprises the information Management responsible other information. The other information comprises information Management forfor thethe other information. The other information comprises the the information included the annual report, but does not include the consolidated and separate financial statements andmy my included the annual report, but does include consolidated separate financial statements included ininin the annual report, but does notnot include thethe consolidated andand separate financial statements andand my auditor’sreport report thereon. The annual report is expected expected to be be made made available me after the date date of this this auditor’s report thereon. The annual report available toto me after of auditor’s thereon. The annual report is is expected to to be made available to me after the the date of this auditor’s report. auditor’s report. auditor’s report. My opinion onon the consolidated and separate financial statements does notnot cover thethe other information andand IandII My opinion on the consolidated and separate financial statements does not cover theother other information My opinion the consolidated and separate financial statements does cover information will not express any form of assurance conclusion thereon. willnot notexpress expressany anyform formof ofassurance assuranceconclusion conclusionthereon. thereon. will InIn with my audit ofof thethe consolidated andand separate financial statements, mymy responsibility is toisis toto Inconnection connection with my audit of the consolidated and separate financial statements, my responsibility connection with my audit consolidated separate financial statements, responsibility read the other information identified above when it becomes available and, in doing so, consider whether the the readthe theother otherinformation informationidentified identifiedabove abovewhen whenititbecomes becomesavailable availableand, and,inindoing doingso, so,consider considerwhether whether the read other information is materially inconsistent with the consolidated and separate financial statements or my other information information isis materially materially inconsistent inconsistent with with the the consolidated consolidated and and separate separate financial financial statements statements or or my my other knowledge obtained ininin the audit, oror otherwise appears to to be materially misstated. knowledge obtained the audit, or otherwise appears tobe bematerially materially misstated. knowledge obtained the audit, otherwise appears misstated.
132
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
3
33
Responsibilities of Management and Those Charged with Governance for the Consolidated and Separate Financial Statements Management is responsible for the preparation and fair presentation of the consolidated and separate financial statements in accordance with TFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated and separate financial statements, management is responsible for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group and the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group’s and the Company’s financial reporting process. Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements My objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes my opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with TSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements. As part of an audit in accordance with TSAs, I exercise professional judgment and maintain professional skepticism throughout the audit. I also:
Identify and assess the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for my opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Company’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern. If I conclude that a material uncertainty exists, I am required to draw attention in my auditor’s report to the related disclosures in the consolidated and separate financial statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditor’s report. However, future events or conditions may cause the Group and the Company to cease to continue as a going concern.
4 ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
133
Independent Auditor’s Report
Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the disclosures, and whether the consolidated and separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. I am responsible for the direction, supervision and performance of the group audit. I remain solely responsible for my audit opinion.
I communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that I identify during my audit. I also provide those charged with governance with a statement that I have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on my independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, I determine those matters that were of most significance in the audit of the consolidated and separate financial statements of the current period and are therefore the key audit matters. I describe these matters in my auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, I determine that a matter should not be communicated in my report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
(Thanit Osathalert) Certified Public Accountant Registration No. 5155 KPMG Phoomchai Audit Ltd. Bangkok 15 February 2018
5
134
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Assets
Note
Consolidated financial statements
Separate financial statements
31 December
31 December
2017
2016
2017
2016
Current assets Public Company Limited and its Subsidiaries Robinson
Cash and cash equivalents 5 1,804,706,737 2,219,021,036 1,206,316,801 (Formerly : Robinson Department Store Public Company Limited) Robinson Public Company Limited and its Subsidiaries Current investments
6
4,070,704
35,495,171
(Formerly : Robinson Department Store Public Company Limited) Statements of financial4,position Trade accounts receivable 7 996,955,279 1,060,264,026 Statements of financial position Other current receivables
8
Short-term loans to related parties
4
Inventories
Assets
Other current assets
Assets
Total current assets Current assets Non-current assets Cash and cash equivalents Investments in associates Current investments Investments in subsidiaries Trade accounts receivable Other long-term investments Other current receivables Long-term loan to related party Short-term loans to related parties Investment properties Inventories Property, plant and equipment Other current assets Leasehold rights Total current assets Goodwill Deferred tax assets Non-current assets Other non-current assets Investments in associates Total non-current assets Investments in subsidiaries
9
Note Note
5 10 6 11 4, 7 6 8 4 4 13 9 14
366,499,057
257,348,597
1,431,949,445
619,031
32,077,361
877,223,853
917,877,580
233,775,159
133,132,231
57,412 34,222 Consolidated statements Separate statements Consolidatedfinancial financial statements Separate financial financial statements 2,028,020,761 1,970,512,532 1,657,891,368 1,557,611,811 31 31 December December 31 December 31 182,797,997 181,419,663 182,797,997 181,419,663 2017 2016 2017 2016 2017 2016 2017 2016 5,383,050,535 5,724,061,025 4,158,681,621 4,254,102,313 (in Baht) 1,804,706,737 3,014,728,583 4,070,704 996,955,279 207,623,681 366,499,057 5,653,739,232 2,028,020,761 9,976,292,535 182,797,997 2,503,401,971 5,383,050,535 45,397,331
2,219,021,036 2,528,980,932 35,495,171 1,060,264,026 207,623,681 257,348,597 5,138,423,024 1,970,512,532 9,836,677,003 181,419,663 2,735,654,762 5,724,061,025 45,397,331
1,206,316,801 377,817,600 619,031 4,144,049,220 877,223,853 207,620,221 233,775,159 61,223,493 57,412 5,257,326,871 1,657,891,368 9,209,597,301 182,797,997 1,901,651,255 4,158,681,621 -
1,431,949,445 377,817,600 32,077,361 4,144,049,220 917,877,580 207,620,221 133,132,231 61,223,493 34,222 4,812,563,746 1,557,611,811 8,920,904,415 181,419,663 2,011,544,097 4,254,102,313 -
16
98,595,554
106,369,065
66,381,484
69,175,248
17 10
670,912,226 3,014,728,583 22,170,691,113 -
677,513,801 2,528,980,932 21,276,639,599 -
518,215,223 377,817,600 21,743,882,668 4,144,049,220
631,510,138 377,817,600 21,236,408,178 4,144,049,220
207,623,681 27,000,700,624 -
207,620,221 25,902,564,289 61,223,493
207,620,221 25,490,510,491 61,223,493
5,138,423,024
5,257,326,871
4,812,563,746
4, 15
11
Other long-term investments Total assets Long-term loan to related party
6 4
207,623,681 27,553,741,648 -
Investment properties
13
5,653,739,232
Property, plant and equipment
14
9,976,292,535
9,836,677,003
9,209,597,301
8,920,904,415
4, 15
2,503,401,971
2,735,654,762
1,901,651,255
2,011,544,097
45,397,331
45,397,331
Leasehold rights Goodwill
-
-
Deferred tax assets
16
98,595,554
106,369,065
66,381,484
69,175,248
Other non-current assets
17
670,912,226
677,513,801
518,215,223
631,510,138
Total non-current assets
22,170,691,113
21,276,639,599
21,743,882,668
21,236,408,178
Total assets
27,553,741,648
27,000,700,624
25,902,564,289
25,490,510,491
The accompanying notes are an integral part of these financial statements. 6
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
The accompanying notes are an integral part of these financial statements.
135
Financial statements
(in Baht)
Statements of financial position Consolidated financial statements
Separate financial statements
31 December
31 December
Financial statements
Assets Note 2017 2017 Robinson Public Company Limited and its2016Subsidiaries
2016
Baht) (Formerly : Robinson Department Store Public Company(inLimited) Robinson Public Company Limited and its Subsidiaries Current assets
(Formerly : Robinson Department Store Public Company Limited) Statements of financial Cash and cash equivalents 5position 1,804,706,737 2,219,021,036 Statements of financial position
Current investments
Trade accounts receivable Other current receivables
Liabilities and equity
Short-term loans to related parties
Liabilities and equity
Inventories
6 4, 7 8
Note
4 Note 9
Other current assets Current liabilities Total current assets Short-term loans from financial institutions Non-current assets Trade accounts payable Investments in associates Other current payables Investments in subsidiaries Short-term loans from related parties Other long-term investments Income tax payable Long-term loan to related party Total current liabilities Investment properties
18 4, 19 10 4, 20 11 4, 18 6
4,070,704
35,495,171
1,206,316,801
1,431,949,445
619,031
32,077,361
996,955,279 1,060,264,026 877,223,853 917,877,580 Consolidatedfinancial financial statements Separatefinancial financial statements Consolidated statements Separate statements 366,499,057 257,348,597 233,775,159 133,132,231 31December December 31 31 December 57,412 34,222 2017 2016 2016 2017 2017 2,028,020,761 1,970,512,532 1,657,891,368 1,557,611,811 (in Baht) 182,797,997 181,419,663 182,797,997 181,419,663 5,383,050,535
5,724,061,025
47,151,250
33,000,000
4,158,681,621 -
4,254,102,313 -
13
4,858,337,086 3,014,728,583 3,050,457,328 207,623,681 173,870,987 8,129,816,651 5,653,739,232
4,246,223,420 2,528,980,932 2,965,923,386 207,623,681 155,164,662 7,400,311,468 5,138,423,024
3,711,084,220 377,817,600 2,647,494,819 4,144,049,220 6,524,309,830 207,620,221 116,289,604 61,223,493 12,999,178,473 5,257,326,871
3,183,021,993 377,817,600 2,505,314,208 4,144,049,220 5,698,479,575 207,620,221 83,036,171 61,223,493 11,469,851,947 4,812,563,746
14
9,976,292,535
9,836,677,003
9,209,597,301
8,920,904,415
Long-term rights loans from Leasehold
4, 15
2,503,401,971
2,735,654,762
1,901,651,255
2,011,544,097
financial institutions Goodwill
18
1,721,089,786 45,397,331
3,234,296,037 45,397,331
1,500,000,000 -
3,000,000,000 -
Unearnedtax lease income Deferred assets
16
42,186,070 98,595,554
38,637,063 106,369,065
33,775,016 66,381,484
26,939,591 69,175,248
liabilities Other non-current assets
22 17
8,999,200 670,912,226
9,699,200 677,513,801
518,215,223
631,510,138
Deferred tax liabilities Total non-current assets
16
20,016,329 22,170,691,113
17,224,055 21,276,639,599
21,743,882,668
21,236,408,178
Employee benefit obligations
21
109,697,004
103,715,769
Total assets non-current liabilities
27,553,741,648 1,901,988,389
27,000,700,624 3,403,572,124
25,902,564,289 1,625,171,129
25,490,510,491 3,112,412,686
Total liabilities
10,031,805,040
10,803,883,592
14,624,349,602
14,582,264,633
Authorised share capital
3,942,847,022
3,942,847,022
3,942,847,022
3,942,847,022
Issued and paid-up share capital
3,942,847,022
3,942,847,022
3,942,847,022
3,942,847,022
125,376,534
125,376,534
125,376,534
125,376,534
21,260,574
21,260,574
Non-current Property, plantliabilities and equipment
4
91,396,113
85,473,095
Equity 23
Share capital
Additional paid-in capital Surplus on treasury shares
24
Surplus on purchase of interest in associate
-
-
Retained earnings Appropriated The accompanying notes are an integral part of these financial statements. Legal reserve
25
Unappropriated Other component of equity
25
394,285,000 6 12,043,173,323
394,285,000
394,285,000
394,285,000
10,689,962,280
6,815,673,099
6,444,221,220
(43,842,703)
(13,831,827)
33,032
1,516,082
16,483,099,750
15,159,899,583
1,038,836,858
1,036,917,449
Equity attributable to owners of the Company
Non-controlling interests 136
ANNUAL REPORT 2017 12 ROBINSON PUBLIC COMPANY LIMITED
Total equity 17,521,936,608 16,196,817,032 The accompanying notes are an integral part of these financial statements.
11,278,214,687 11,278,214,687
10,908,245,858 10,908,245,858
Other Other non-current non-current liabilities liabilities Non-current assets Deferred Deferred tax tax liabilities liabilities Investments in associates Employee Employee benefit benefit obligations obligations Investments in subsidiaries Total non-current Total non-current liabilities liabilities Other long-term investments Total liabilities Total liabilities Long-term loan to related party
22 22 16 16 10 21 21 11
8,999,200 8,999,200 20,016,329 20,016,329 3,014,728,583 109,697,004 109,697,004 1,901,988,389 1,901,988,389 207,623,681 10,031,805,040 10,031,805,040 -
9,699,200 9,699,200 17,224,055 17,224,055 2,528,980,932 103,715,769 103,715,769 3,403,572,124 3,403,572,124 207,623,681 10,803,883,592 10,803,883,592 -
--377,817,600 91,396,113 91,396,113 4,144,049,220 1,625,171,129 1,625,171,129 207,620,221 14,624,349,602 14,624,349,602 61,223,493
6 Robinson Public Company Limited and its Subsidiaries 4
Equity (Formerly : Robinson Department Store Public Company Equity Investment properties 13 5,653,739,232 5,138,423,024 Limited) 5,257,326,871 Robinson Public Company Limited and its Subsidiaries Share capital 23 Property, plant:and equipmentDepartment 14 Store 9,976,292,535 9,836,677,003 Share capital 23 (Formerly Robinson Public Company Limited) Statements of financial position Authorised share capital 3,942,847,022 3,942,847,022 Authorised share capital 3,942,847,022 3,942,847,022 Leasehold rights 4, 15 2,503,401,971 2,735,654,762
Statements of financial position Issued and and paid-up Goodwill Issued paid-up share share capital capital
Additional paid-in Deferred tax assetscapital Additional paid-in capital
3,942,847,022 45,397,331 3,942,847,022 16
Surplus on shares Other non-current assets Liabilities and equity Surplus on treasury treasury shares
24 17 Note 24
Surplus on purchase of Total non-current assets Liabilities equity Surplus onand purchase of interest interest
Note
in in associate associate
98,595,554 106,369,065 Consolidated financial statements Consolidated financial statements 125,376,534 125,376,534 670,912,226 677,513,801 125,376,534 31December December125,376,534 31
8,920,904,415 3,942,847,022 3,942,847,022 2,011,544,097
3,942,847,022 3,942,847,022
3,942,847,022 3,942,847,022
66,381,484 69,175,248 Separate financial statements Separate financial statements 125,376,534 125,376,534 518,215,223 631,510,138 125,376,534 31 December 125,376,534 21,236,408,178 2016 --
27,553,741,648
27,000,700,624
25,902,564,289
25,490,510,491
394,285,000 394,285,000 33,000,000 10,689,962,280 10,689,962,280 4,246,223,420
394,285,000 394,285,000 6,815,673,099 6,815,673,099 3,711,084,220
394,285,000 394,285,000 6,444,221,220 6,444,221,220 3,183,021,993
(13,831,827) 2,965,923,386 (13,831,827)
33,032 2,647,494,819 33,032
1,516,082 2,505,314,208 1,516,082
Unappropriated Unappropriated Trade accounts payable
4, 19
394,285,000 394,285,000 47,151,250 12,043,173,323 12,043,173,323 4,858,337,086
Other current component of equity equity Other payables component of
25 4,25 20
(43,842,703) 3,050,457,328 (43,842,703)
Equity attributable attributable torelated owners Short-term loans fromto parties Equity owners
4, 18 12 12
9,209,597,301 3,942,847,022 3,942,847,022 1,901,651,255
21,276,639,599 21,743,882,668 2017 2016 2017 21,260,574 -21,260,574 (in Baht)
25 25 18
Non-controlling interests Total current liabilities Non-controlling interests
4,812,563,746
22,170,691,113 2017 2017 21,260,574 21,260,574
Retained earnings Total assets Retained earnings Current liabilities Appropriated Appropriated Short-term loans from Legal reserve reserve Legal financial institutions
of the the Company Company Income tax payable of
3,942,847,022 45,397,331 3,942,847,022
--377,817,600 85,473,095 85,473,095 4,144,049,220 3,112,412,686 3,112,412,686 207,620,221 14,582,264,633 14,582,264,633 61,223,493
-
-
16,483,099,750 173,870,987 16,483,099,750
15,159,899,583 155,164,662 15,159,899,583
1,038,836,858 8,129,816,651 1,038,836,858
1,036,917,449 7,400,311,468 1,036,917,449
Total equity equity 17,521,936,608 16,196,817,032 Total 17,521,936,608 16,196,817,032 Non-current liabilities The notes The accompanying accompanying notes are are an an integral integral part part of of these these financial financial statements. statements. Total liabilities 27,553,741,648 27,000,700,624 Total liabilities and equity 27,553,741,648 27,000,700,624 Long-term loans and fromequity 7 7 financial institutions 18 1,721,089,786 3,234,296,037 The accompanying notes are an integral part of these financial statements. 38,637,063 Unearned lease income 42,186,070 Other non-current liabilities
22
Deferred tax liabilities
16
20,016,329
17,224,055
Employee benefit obligations
21
109,697,004
103,715,769
1,901,988,389
8,999,2006
9,699,200
6,524,309,830
5,698,479,575
11,278,214,687 116,289,604 11,278,214,687
10,908,245,858 83,036,171 10,908,245,858
12,999,178,473 --
11,469,851,947 --
11,278,214,687 11,278,214,687
10,908,245,858 10,908,245,858
25,902,564,289 25,902,564,289
25,490,510,491 25,490,510,491
1,500,000,000
3,000,000,000
33,775,016
26,939,591
-
-
-
-
91,396,113
85,473,095
3,403,572,124
1,625,171,129
3,112,412,686
10,031,805,040
10,803,883,592
14,624,349,602
14,582,264,633
Authorised share capital
3,942,847,022
3,942,847,022
3,942,847,022
3,942,847,022
Issued and paid-up share capital
3,942,847,022
3,942,847,022
3,942,847,022
3,942,847,022
125,376,534
125,376,534
125,376,534
125,376,534
21,260,574
21,260,574
394,285,000
394,285,000
394,285,000
394,285,000
12,043,173,323
10,689,962,280
6,815,673,099
6,444,221,220
(43,842,703)
(13,831,827)
33,032
1,516,082
16,483,099,750
15,159,899,583
1,038,836,858
1,036,917,449
Total non-current liabilities Total liabilities Equity Share capital
23
Additional paid-in capital Surplus on treasury shares
24
Surplus on purchase of interest in associate
-
-
Retained earnings Appropriated Legal reserve
25
Unappropriated Other component of equity
25
Equity attributable to owners of the Company Non-controlling interests
12
11,278,214,687
10,908,245,858
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Total equity 17,521,936,608 16,196,817,032 The accompanying notes are an integral part of these financial statements.
11,278,214,687
137
10,908,245,858
Financial statements
Robinson Public Company Limited and its Subsidiaries Robinson Public Company Limited Store and itsPublic Subsidiaries (Formerly : Robinson Department Company Limited) (Formerly : Robinson Department Store Public Company Limited) Statements of comprehensive income
Robinson Public Company Limited and its Subsidiaries Statements of comprehensive income (Formerly : Robinson Department Store Public Company Limited) Consolidated Statements of comprehensive income
Note Note Note
Consolidated financial statements financial statements For the year ended For the financial year ended Consolidated statements 31 December 31 December For2017 the year ended 31 December 2016 2017 2016 2017 2016
(in Baht) (in Baht)
Separate Separate financial statements financial statements For the year ended For thefinancial year ended Separate statements 31 December 31 December For2017 the year ended 31 December 2016 2017 2016 2017 2016
Income Income Revenue from sale of goods Revenue from sale of goods Investments income Investments income Other income Other income Total income Total income
4 4 4, 27 4, 27 4, 28 4, 28
25,988,746,526 25,988,746,526 3,355,224,756 3,355,224,756 1,008,825,778 1,008,825,778 30,352,797,060 30,352,797,060
26,077,525,971 26,077,525,971 2,947,842,354 2,947,842,354 1,161,543,644 1,161,543,644 30,186,911,969 30,186,911,969
19,788,273,871 19,788,273,871 2,926,438,855 2,926,438,855 999,484,619 999,484,619 23,714,197,345 23,714,197,345
19,640,696,824 19,640,696,824 2,567,800,707 2,567,800,707 1,174,310,680 1,174,310,680 23,382,808,211 23,382,808,211
Expenses Expenses Cost of sale of goods Cost of sale of goods Selling expenses Selling expenses Administrative expenses Administrative expenses Finance costs Finance costs Total expenses Total expenses
4 4 4, 29 4, 29 4, 30 4, 30 4, 32 4, 32
19,530,081,598 19,530,081,598 6,398,306,586 6,398,306,586 1,429,328,147 1,429,328,147 71,224,311 71,224,311 27,428,940,642 27,428,940,642
19,573,713,898 19,573,713,898 6,248,427,416 6,248,427,416 1,308,852,170 1,308,852,170 84,016,701 84,016,701 27,215,010,185 27,215,010,185
14,888,881,249 14,888,881,249 5,190,464,610 5,190,464,610 1,297,667,879 1,297,667,879 199,879,097 199,879,097 21,576,892,835 21,576,892,835
14,774,954,135 14,774,954,135 5,101,913,935 5,101,913,935 1,171,293,219 1,171,293,219 203,703,295 203,703,295 21,251,864,584 21,251,864,584
10 10
507,243,576 507,243,576
580,410,185 580,410,185
33 33
3,431,099,994 3,431,099,994 -534,164,389 (534,164,389) 2,896,935,605 2,896,935,605
3,552,311,969 3,552,311,969 -555,897,730 (555,897,730) 2,996,414,239 2,996,414,239
(28,527,826) (28,527,826)
(8,120,882) (8,120,882)
Share of profit of associates Share of profit of associates Profit before income tax expense Profit before income tax expense Income tax expense Income tax expense Profit Profit for for the the year year
-
-
2,137,304,510 2,137,304,510 -377,527,433 (377,527,433) 1,759,777,077 1,759,777,077
-
-
2,130,943,627 2,130,943,627 -391,314,036 (391,314,036) 1,739,629,591 1,739,629,591
Items may be be reclassified reclassified Items that that are are or or may to to profit profit or or loss loss Foreign translation differences differences Foreign currency currency translation for for foreign foreign operations operations
--
--
Gain of Gain on on remeasurement remeasurement of available-for-sale investments available-for-sale investments
149,012 149,012
321,410 321,410
149,012 149,012
321,410 321,410
Net value of of availale-for-sale availale-for-sale Net change change in in fair fair value financial transferred to to profit profit or or loss loss financial assets assets transferred
(1,632,062) (1,632,062)
--
(1,632,062) (1,632,062)
--
Other income for for Other comprehensive income the income tax tax the year, year, net net of of income
(30,010,876) (30,010,876)
(7,799,472) (7,799,472)
(1,483,050) (1,483,050)
321,410 321,410
Total comprehensive comprehensive income Total income for the the year year for
2,866,924,729 2,866,924,729
2,988,614,767 2,988,614,767
The accompanying accompanying notes The notes are are an an integral integral part partof ofthese thesefinancial financialstatements. statements.
138
88 ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
1,758,294,027 1,758,294,027
1,739,951,001 1,739,951,001
Profit for the year
2,896,935,605
2,996,414,239
1,759,777,077
1,739,629,591
1,758,294,027
1,739,951,001
Total comprehensive income attributable to: Company Limited and its Subsidiaries Robinson Public Owners of the Company Department Store 2,711,525,365 2,807,283,862 (Formerly : Robinson Public Company Limited)
Robinson Public Limited and its181,330,905 Subsidiaries Non-controlling interests Company 155,399,364 Statements of comprehensive income 12
-
Total comprehensive incomeDepartment Store Public Company Limited) (Formerly : Robinson for the year Statements of comprehensive2,866,924,729 income Basic earnings per share
34
Note Note
2,988,614,767
Consolidated 2.47 financial statements
2.53
Consolidated statements For thefinancial year ended For the year 31 December 31 ended December 2016 2017
1,758,294,027
1,739,951,001
Separate 1.58 financial statements
1.57
Separate financial statements For the year ended For the year 31 December 31 ended December 2017 2016 (in Baht)
Profit attributable to: Owners of the Company Non-controlling interests
12
Profit for the year
2,741,536,241
2,815,083,334
1,759,777,077
155,399,364
181,330,905
2,896,935,605
2,996,414,239
1,759,777,077
1,739,629,591
2,711,525,365
2,807,283,862
1,758,294,027
1,739,951,001
155,399,364
181,330,905
2,866,924,729
2,988,614,767
-
1,739,629,591 -
Total comprehensive income attributable to: Owners of the Company Non-controlling interests
12
-
-
Total comprehensive income for the year Basic earnings per share
34
2.47
2.53
1,758,294,027 1.58
1,739,951,001 1.57
The accompanying notes are an integral part of these financial statements. 9
The accompanying notes are an integral part of these financial statements. 9
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
139
140
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
-
3,942,847,022
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
Balance at 31 December 2016
for the year
Total comprehensive income
for the year Profit Balance at 31 December 2016 Other comprehensive income
-3,942,847,022 -
125,376,534
-
-125,376,534 -
-
-
Total comprehensive income Comprehensive income for the year
-
-
Other comprehensive income
-
-
-
35
-
-
-
125,376,534
treasury
Surplus on shares treasuty 125,376,534 shares
35
3,942,847,022
share capital
paid-up
Issued and
share capital paid-up 3,942,847,022
Note
Issued and
Note
shares Surplus on
share capital
treasury
paid-up
Profit directly in equity
Comprehensive income for the year Total transactions with owners, recorded
non-controlling directly in equityinterests
Dividends from a subsidiary to Total transactions with owners, recorded
Distributions to owners of the Company Transactions with owners, recorded Dividends to owners of the Company directly in equity Dividends from a subsidiary to Distributions to owners of the Company non-controlling interests Dividends to owners of the Company
directly in equity
Balance at 1 January 2016
Transactions with owners, recorded
Year ended 31 December 2016
Balance at 1 January 2016
Year ended 31 December 2016
Note
Surplus on
Issued and
Statements of changes in equity
Statements of changes in equity
Surplus on
Surplus on
21,260,574
-
-21,260,574 -
-
-
-
-
-
21,260,574
associate
purchase of interest in associate 21,260,574 interest in
purchase of
Surplus on
interest in associate
purchase of
Consolidated financial statements Fair value
of equity
Other component
Consolidated financial statements
394,285,000
-
-394,285,000 -
-
-
-
-
-
394,285,000
Legal reserve 394,285,000 reserve
Legal
10
10
10,689,962,280
2,815,083,334
2,815,083,334 2,815,083,334 10,689,962,280 -
-
2,815,083,334 (1,110,637,958)
(1,110,637,958)
(1,110,637,958)
(1,110,637,958)
8,985,516,904
Unappropriated Unappropriated 8,985,516,904
Retained earnings
(15,347,911)
(8,120,882)
(8,120,882) (15,347,911) (8,120,882)
(8,120,882)
-
-
-
-
(7,227,029)
1,516,084
321,410
321,410 1,516,084 321,410
321,410
-
-
-
-
1,194,674
translation available-for-sale Fair value Currency changes in differences investment translation (7,227,029) available-for-sale 1,194,674 differences (in Baht) investment
components
other
components Total of equity
other
Total
(13,831,827)
(7,799,472)
(7,799,472) (13,831,827) (7,799,472)
(7,799,472)
-
-
-
-
(6,032,355)
15,159,899,583
2,807,283,862
2,807,283,862 2,815,083,334 15,159,899,583 (7,799,472)
(7,799,472)
2,815,083,334 (1,110,637,958)
(1,110,637,958)
(1,110,637,958)
(1,110,637,958)
13,463,253,679
owners of Total equity attributable the Companyto 13,463,253,679 owners of the Company
attributable to
owners of Total equity the Company
attributable to
Total equity
1,036,917,449
181,330,905
181,330,905 181,330,905 1,036,917,449 -
-
181,330,905 (132,115,249)
(132,115,249)
(132,115,249) -
-
987,701,793
Non-controlling interests 987,701,793 interests
controlling
Non-
interests
controlling
Non-
Financial statements
Total other of equity components (6,032,355) of equity
Currency changes in (in Baht)Other component of equity
Other component Currency changes in Retained earnings of equity Legal translation available-for-sale Fair value Consolidated financial statements reserve Unappropriated differences investment
Retained earnings
(Formerly : Robinson Department Store Public Company Limited)
Robinson Public Company Limited and its Subsidiaries (Formerly : Robinson Department Store Public Company Limited)
Robinson Public Company Limited and its Subsidiaries
Statements of changes in equity
Robinson Public Company Limited and its Subsidiaries (Formerly : Robinson Department Store Public Company Limited)
16,196,817,032
2,988,614,767
2,988,614,767 2,996,414,239 16,196,817,032 (7,799,472)
(7,799,472)
2,996,414,239 (1,242,753,207)
(132,115,249) (1,242,753,207)
(132,115,249) (1,110,637,958)
(1,110,637,958)
14,450,955,472
equity Total equity 14,450,955,472
Total
equity
Total
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
141
for the year
3,942,847,022
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
Balance at 31 December 2017
-
-
Total comprehensive income
-
125,376,534
-
-
-
125,376,534
-
-
3,942,847,022
-
-
-
-
125,376,534 -
shares
treasury
Surplus on 125,376,534 treasutyon Surplus shares
shares
-
-
-
-
3,942,847,022 -
share capital
paid-up
share capital
Issued and
3,942,847,022 paid-up Issued and
Other comprehensive income
35
35
Note
Note
share capital
treasury
paid-up
Profit
Balance at 31 December 2017 Comprehensive income for the year
Other comprehensive income Total transactions with owners, recorded Total comprehensive income directly in equity for the year
Dividends from a subsidiary to Comprehensive income for the year non-controlling interests Profit
Distributions to owners of the Company Total transactions with owners, recorded Disposal of subsidiaries investment (indirect) directly in equity Dividends to owners of the Company
Dividends from a subsidiary to Transactions with owners, recorded non-controlling interests directly in equity
Disposal of subsidiaries investment (indirect) Balance at 1 January 2017 Dividends to owners of the Company
Year ended 31 December 2017
Distributions to owners of the Company
directly in equity
Transactions with owners, recorded
Balance at 1 January 2017
Year ended 31 December 2017
Note
Surplus on
Issued and
Statements of changes in equity
Statements of changes in equity
21,260,574
-
-
-
21,260,574
-
-
-
-
-
21,260,574 -
interest in associate
Surplus on purchase of 21,260,574 Surplus interestonin associate purchase of
interest in associate
purchase of
Surplus on
Currency
changes in
Fair value
of equity
Other component
Consolidated financial statements
other
Total
394,285,000
-
-
-
394,285,000
-
-
-
-
-
394,285,000 -
reserve
Legal
reserve
Legal 394,285,000
11
11
12,043,173,323
2,741,536,241
-
2,741,536,241
12,043,173,323
(1,388,325,198) 2,741,536,241
-
2,741,536,241
(1,388,325,198) (1,388,325,198)
-
10,689,962,280 (1,388,325,198)
Unappropriated
10,689,962,280 Unappropriated
(43,875,737)
(28,527,826)
(28,527,826)
-
(43,875,737)
(28,527,826)
(28,527,826)
-
-
-
(15,347,911) -
(in Baht)
differences
33,034
(1,483,050)
(1,483,050)
-
33,034
(1,483,050)
(1,483,050)
-
-
-
1,516,084 -
investment
Fair value value Fair Currency changes in (15,347,911) 1,516,084 translation Currency changes in differences available-for-sale investment translation available-for-sale
(43,842,703)
(30,010,876)
(30,010,876)
-
(43,842,703)
(30,010,876)
(30,010,876)
-
-
-
(13,831,827) -
of equity
components
Total Total other (13,831,827) components other of equity
translation available-for-sale components Consolidated statements Consolidated financial financial statements reserve Unappropriated differences investment of equity Other component (in Baht)Other component of equity Retained earnings Retained earnings of equity
Legal
Retained earnings
(Formerly : Robinson Department Store Public Company Limited)
Robinson Public Company Limited and its Subsidiaries (Formerly : Robinson Department Store Public Company Limited)
Robinson Public Company Limited and its Subsidiaries
Statements of changes in equity
Robinson Public Company Limited and its Subsidiaries (Formerly : Robinson Department Store Public Company Limited)
Total equity
16,483,099,750
2,711,525,365
(30,010,876)
2,741,536,241
16,483,099,750
(1,388,325,198) 2,711,525,365
(30,010,876)
2,741,536,241
(1,388,325,198) (1,388,325,198)
-
15,159,899,583 (1,388,325,198)
the Company
Total equity equity Total attributable to 15,159,899,583 attributable owners ofto the Company owners of
the Company
owners of
attributable to
Non-
1,038,836,858
155,399,364
-
155,399,364
1,038,836,858
(153,479,955) 155,399,364
-
(138,652,821) 155,399,364
(14,827,134) (153,479,955) -
(138,652,821)
(14,827,134) 1,036,917,449 -
interests
controlling
Non-controlling 1,036,917,449 Noninterests
interests
controlling
Total
17,521,936,608
2,866,924,729
(30,010,876)
2,896,935,605
17,521,936,608
(1,541,805,153) 2,866,924,729
(30,010,876)
(138,652,821) 2,896,935,605
-14,827,134 (1,541,805,153) -1,388,325,198
(138,652,821)
-14,827,134 16,196,817,032 -1,388,325,198
equity
Total
16,196,817,032 Total equity
equity
142
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
-
-
3,942,847,022 3,942,847,022
in equity Comprehensive income for the year
Profit Comprehensive income for the year Other comprehensive income Profit Total comprehensive income for the year Other comprehensive income Balance at 31 December 2016 Total comprehensive income for the year
Balance at 31 December 2016
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
-
-
35
12
12
125,376,534
125,376,534 -
-
-
-
125,376,534
35
Distributions to owners of the Company Transactions with owners, recorded directly in equity Dividends to owners of the Company Distributions to owners of the Company Total transactions with owners, recorded directly Dividends to owners of the Company in equity Total transactions with owners, recorded directly
3,942,847,022
Balance at 1 January 2016 recorded directly in equity Transactions with owners,
125,376,534
Surplus on Surplus treasutyon shares treasury shares
treasury shares
Issued and share capital
Issued and paid-up paid-up share capital capital share
Surplus on
paid-up
3,942,847,022
Note
Note Note
Issued and
Balance at 1 January 2016 Year ended 31 December 2016
Year ended 31 December 2016
Statements of changes in equity
(Formerly : Robinson Department Store Public Company Limited)
Robinson Publicin equity Company Limited and its Subsidiaries Statements of changes
(Formerly : Robinson Department Store Public Company Limited)
Statements changes in equity Limited and its Subsidiaries RobinsonofPublic Company
Robinson Public Company Limited and its Subsidiaries (Formerly : Robinson Department Store Public Company Limited)
394,285,000
394,285,000 -
-
-
-
-
394,285,000
394,285,000
Legal reserve
Legal reserve
Legal reserve
6,444,221,220
1,739,629,591 1,739,629,591 6,444,221,220 1,739,629,591
1,739,629,591
(1,110,637,958)
(1,110,637,958) (1,110,637,958)
-1,110,637,958
5,815,229,587
(in Baht) 5,815,229,587
(in Baht) Unappropriated Unappropriated
Unappropriated
Retained earnings
Separate statements Retainedfinancial earnings
Retained earnings Separate financial statements
Separate financial statements
-
-
1,516,082
321,410 321,410 321,410 1,516,082 321,410
-
-
-
1,194,672
1,194,672
changes in available-for-sale available-for-sale investment investment
changes in investment Fair value
Fair valueof equity available-for-sale Other component
changes of equity in
value OtherFair component
of equity
Other component
10,908,245,858
321,410 1,739,629,591 1,739,951,001 321,410 10,908,245,858 1,739,951,001
1,739,629,591
(1,110,637,958)
(1,110,637,958) (1,110,637,958)
(1,110,637,958)
10,278,932,815
10,278,932,815
thethe Company Company
owners of
attributable owners of to
attributable to the Company Total equity
Total equity owners of
attributable to
Total equity
Financial statements
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
143
3,942,847,022
Balance at 31 December 2017
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
3,942,847,022
--
--
-
Total comprehensive income Balance at 31 December 2017for the year
Other comprehensiveincome incomefor the year Total comprehensive
Profit comprehensive income Other
Comprehensive income for the year Profit
-
in equity Comprehensive income for the year
-
-
35
-
in equity Total transactions with owners, recorded directly
Total transactions with recorded directly Dividends to owners of owners, the Company
Dividends to owners of the Company Distributions to owners of the Company
Distributionswith to owners the Company Transactions owners,ofrecorded directly in equity
3,942,847,022
Balance at 1 January 2017 Transactions with owners, recorded directly in equity
paid-up sharecapital capital share
paid-up Issued and Issued and share capital paid-up
3,942,847,022
35
Note
Note
Note
Issued and
Balance at 131 January 20172017 Year ended December
Year ended 31 December 2017
Statements of changes in equity
13
13
125,376,534
125,376,534
--
--
-
-
-
-
-
125,376,534
125,376,534
shares treasury shares
Surplusshares on treasury Surplus on treasuty
Surplus on
(Formerly : Robinson Department Store Public Company Limited)
Statements of changes in equity Robinson Public Company Limited and its Subsidiaries
Robinson Public Company Limited and its Subsidiaries (Formerly : Robinson Department Store Public Company Limited) Robinson Public Company Limited and its Subsidiaries Statements of changes in equity (Formerly : Robinson Department Store Public Company Limited)
reserve
Unappropriated
(in Baht) Unappropriated
Unappropriated
394,285,000
394,285,000
--
--
-
-
-
-
-
394,285,000
6,815,673,099
1,759,777,077 6,815,673,099
1,759,777,077
1,759,777,077 -
1,759,777,077
(1,388,325,198)
(1,388,325,198)
(1,388,325,198)
-1,388,325,198
6,444,221,220
(in Baht) 394,285,000 6,444,221,220
Legal reserve
LegalLegal reserve
Retained earnings
Retainedfinancial earnings Separate statements
Separate financial statements Retained earnings
Separate financial statements
-
-
33,032
(1,483,050) 33,032
(1,483,050) (1,483,050)
(1,483,050)
-
-
-
1,516,082
1,516,082
available-for-sale investment investment
of equity Other component Fair value of equity changes in Fair value Other component of equity available-for-sale changes in Fair value investment changes in available-for-sale
Other component
owners of
11,278,214,687
1,758,294,027 11,278,214,687
(1,483,050) 1,758,294,027
1,759,777,077 (1,483,050)
1,759,777,077
(1,388,325,198)
(1,388,325,198)
(1,388,325,198)
(1,388,325,198)
10,908,245,858
10,908,245,858
thetheCompany Company
attributable to Total equity owners of attributable to Total equity the Company attributable owners of to
Total equity
Robinson Public Company Limited and its Subsidiaries Robinson Public Company Limited and its Subsidiaries (Formerly : Robinson Department Store Public Company Limited) (Formerly : Robinson Department Store Public Company Limited)
Financial statements
Statements of cash flows Robinson Public Statements of cash flows Company Limited and its Subsidiaries
(Formerly : Robinson Department Store Public Company Limited)
Statements of cash flows
Cash flows from operating activities Cash flows from operating activities Profit for the year Profit for the year Adjustments to reconcile profit Adjustments to reconcile profit to cash receipts (payments) to cash receipts (payments) Depreciation Depreciation Amortisation Amortisation Impairment losses on plant and equipment Impairment losses on plant and equipment Interest income Interest income Dividend income Dividend income Employee benefits Employee benefits Finance costs Finance costs (Reversal) bad debts and doubtful debts (Reversal) bad debts and doubtful debts expenses expenses Allowance for obsolete and slow-moving Allowance for obsolete and slow-moving inventories inventories (Gain) loss on disposal of plant and equipment (Gain) loss on disposal of plant and equipment Loss from disposal subsidiary investment Loss from disposal subsidiary investment Gain on disposal of current investment Gain on disposal of current investment Recognition of unearned lease income Recognition of unearned lease income Share of profit of associates Share of profit of associates Unrealised gain on exchange Unrealised gain on exchange Income tax expense Income tax expense Changes in operating assets and liabilities Changes in operating assets and liabilities Trade accounts receivable Trade accounts receivable Other current receivables Other current receivables Inventories Inventories Other non-current assets Other non-current assets Trade accounts payable Trade accounts payable Other current payables Other current payables Employee benefit obligations paid Employee benefit obligations paid Unearned lease income Unearned lease income Other non-current liabilities Other non-current liabilities Cash generated from operating activities Cash generated from operating activities Income taxes paid Income taxes paid Net cash provided by operating activities Net cash provided by operating activities
Consolidated Separate Consolidated Separate financial statements financial statements financial statements financial statements For the year endedstatements For the year ended Consolidated financial Separate financial statements For the year ended For the year ended 31 December 31 December For the year 31 December For the year 31 December 31 ended December 31ended December 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 (in Baht) (in Baht) 2,896,935,605 2,896,935,605
2,996,414,239 2,996,414,239
1,759,777,077 1,759,777,077
1,739,629,591 1,739,629,591
1,821,712,194 1,821,712,194 251,874,015 251,874,015 (19,728,129) (19,728,129) (1,060,940) (1,060,940) 12,092,035 12,092,035 71,224,311 71,224,311
1,815,039,296 1,815,039,296 248,250,696 248,250,696 11,312,512 11,312,512 (22,331,487) (22,331,487) 10,733,331 10,733,331 84,016,701 84,016,701
1,575,692,239 1,575,692,239 156,860,027 156,860,027 (17,657,347) (17,657,347) (1,060,940) (1,060,940) 11,012,768 11,012,768 199,879,097 199,879,097
1,638,651,478 1,638,651,478 156,159,618 156,159,618 (17,459,815) (17,459,815) 9,245,539 9,245,539 203,703,295 203,703,295
(24,694,725) (24,694,725)
(238,713,263) (238,713,263)
(8,619,973) (8,619,973)
(236,301,231) (236,301,231)
36,945,914 36,945,914 1,408,150 1,408,150 10,479,386 10,479,386 (2,040,071) (2,040,071) (4,750,993) (4,750,993) (507,243,576) (507,243,576) 87,772 87,772 534,146,389 534,146,389 5,077,387,337 5,077,387,337
16,396,025 16,396,025 (374,363) (374,363) (4,287,419) (4,287,419) (580,410,185) (580,410,185) 2,413,509 2,413,509 555,897,730 555,897,730 4,894,357,322 4,894,357,322
23,376,736 23,376,736 2,315,288 2,315,288 (2,040,071) (2,040,071) (1,464,575) (1,464,575) 377,527,433 377,527,433 4,075,597,759 4,075,597,759
16,981,242 16,981,242 (63,028) (63,028) (1,001,001) (1,001,001) 391,314,036 391,314,036 3,900,859,724 3,900,859,724
59,456,628 59,456,628 (87,877,451) (87,877,451) (95,870,650) (95,870,650) (20,086,998) (20,086,998) 616,224,761 616,224,761 (42,993,327) (42,993,327) (6,110,800) (6,110,800) 8,300,000 8,300,000 (700,000) (700,000) 5,507,729,500 5,507,729,500 (511,819,804) (511,819,804) 4,995,909,696 4,995,909,696
(149,956,688) (149,956,688) (54,996,626) (54,996,626) (111,445,015) (111,445,015) 43,281,286 43,281,286 (399,843,541) (399,843,541) (303,040,705) (303,040,705) (6,048,720) (6,048,720) 4,000,000 4,000,000 (600,000) (600,000) 3,915,707,313 3,915,707,313 (496,499,877) (496,499,877) 3,419,207,436 3,419,207,436
38,577,297 38,577,297 (82,252,145) (82,252,145) (123,656,293) (123,656,293) 88,407,371 88,407,371 528,062,227 528,062,227 31,477,177 31,477,177 (5,089,750) (5,089,750) 8,300,000 8,300,000 4,559,423,643 4,559,423,643 (341,109,474) (341,109,474) 4,218,314,169 4,218,314,169
(137,897,772) (137,897,772) (15,792,133) (15,792,133) (94,120,084) (94,120,084) 42,696,409 42,696,409 (291,021,309) (291,021,309) (340,517,606) (340,517,606) (4,432,470) (4,432,470) 4,000,000 4,000,000 3,063,774,759 3,063,774,759 (333,186,099) (333,186,099) 2,730,588,660 2,730,588,660
The accompanying notes are an integral part of these financial statements. The accompanying notes are an integral part of these financial statements. ANNUAL REPORT 2017 14 ROBINSON PUBLIC COMPANY LIMITED 14
144
Statements of cash flows
Robinson Public Company Limited and its Subsidiaries Consolidated (Formerly : Robinson Department Store Public Company Limited) financial statements
Separate
Robinson Public Statements of cash flows Company Limited and its Subsidiaries
financial statements
For the year ended
31 December (Formerly : Robinson Department Store Public Company Limited)
Statements of cash flows Cash flows from investing activities Proceeds from disposal of subsidiary, net Sales of current investments Purchase of property, plant and equipment Sale of plant and equipment Cash flows from investing Increase in leasehold rights activities
2017
2016
Consolidated
(in Baht)
financial statements
(23,000,000)
31 December
2017
Consolidated financial statements For the year ended 11,489,970 For 31,644,589 the year31ended 31 DecemberDecember 2017 2016 2017 2016 (2,349,200,001) (1,644,811,512) 4,275,337
For the year ended
Separate financial statements
Separate financial statements For the - year ended For 31,644,589 the year31ended 31 DecemberDecember 2017 2016 2017 2016 (2,203,468,111) (1,153,528,491)
(in Baht) 9,839,139 (297,098,161)
2016
3,026,286 (22,000,000)
8,245,888 (290,401,261)
Proceeds disposal net Short-termfrom loans repaid of bysubsidiary, related parties
11,489,970 -
-
2,441,850
1,587,144
Sales of current Short-term loansinvestments to related parties
31,644,589 -
-
31,644,589 (11,395,689)
(3,794,074)
(2,203,468,111) -
(1,153,528,491) (176,450,000)
Purchase of property, plant in and equipment Paid for share subscription subsidiary
(2,349,200,001) -
(1,644,811,512) -
Sale of plant and equipment Interest received
4,275,337 18,642,289
9,839,139 291,282,678
3,026,286 17,515,282
8,245,888 286,295,074
Increase leasehold rights Dividendinreceived
(23,000,000) 1,060,940
(297,098,161) -
(22,000,000) 1,060,940
(290,401,261) -
(2,305,086,876)
(1,640,787,856)
2,441,850 (2,181,174,853)
1,587,144 (1,328,045,720)
(11,395,689)
(3,794,074)
Short-term loans by related parties Net cash used inrepaid investing activities Short-term loans to related parties
-
-
Cashfor flows from financinginactivities Paid share subscription subsidiary
-
-
Proceedsreceived from short-term loans from Interest financial institutions Dividend received Repayment of short-term loans from Net cash used in investing activities financial institutions
18,642,289 5,419,151,250 1,060,940
291,282,678 -
17,515,282 4,605,000,000 1,060,940
(176,450,000) 286,295,074 -
(2,305,086,876)
(1,640,787,856)
(2,181,174,853)
(1,328,045,720)
(5,405,000,000)
(2,000,000,000)
(4,605,000,000)
(2,000,000,000)
Cash flows from financing activities Proceeds from long-term loans from Proceeds from short-term loans from financial institutions
104,000,000
1,685,739,200
-
1,500,000,000
financial institutions Repayment of long-term loans from
5,419,151,250
-
4,605,000,000
-
Repayment of short-term loans from financial institutions
(1,609,050,567)
-
(1,500,000,000)
-
financial institutions Proceeds from short-term loans from
(5,405,000,000)
Proceeds from long-term loans from related parties financial institutions Repayment of short-term loans from Repayment of long-term loans from related parties
-
(2,000,000,000) -
104,000,000 -
1,685,739,200
(4,605,000,000) 7,648,959,075 -
-
(6,824,537,963)
-
(1,500,000,000)
(2,000,000,000) 8,798,288,208 1,500,000,000 (8,161,994,664)
financialpaid institutions Dividends to equity holders of
(1,609,050,567)
Proceeds from short-term loans from the Company
(1,388,325,198)
(1,110,637,958)
(138,652,821)
(132,115,249)
(71,622,231)
(84,156,427)
(198,867,874)
(202,448,507)
(3,089,499,567)
(1,641,170,434)
(6,824,537,963) (2,262,771,960)
(8,161,994,664) (1,176,792,921)
(1,388,325,198)
(1,110,637,958)
(1,388,325,198)
(1,110,637,958)
(138,652,821)
(132,115,249)
(71,622,231)
(84,156,427)
(198,867,874)
(202,448,507)
(3,089,499,567)
(1,641,170,434)
(2,262,771,960)
(1,176,792,921)
related parties Dividends paid to non-controlling interests Repayment of paid short-term loans from Finance costs related Net cash parties used by financing activities
-
(1,388,325,198)
(1,110,637,958)
7,648,959,075 -
8,798,288,208 -
Dividends paid to equity holders of the Company Dividends paid to non-controlling interests Finance costs paid Net cash used by financing activities
-
-
The accompanying notes are an integral part of these financial statements. 15
The accompanying notes are an integral part of these financial statements. 15
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
145
-
-
76,771,119.00
286,862,931.00
Non-cash transactions During the year ended 31 December 2017, the Group property, plant and equipment with total costs of Baht 2,482.3 million Robinson Public Company Limited andacquired its Subsidiaries
(Formerly : Robinson Department Store Public Company Limited) Robinson Public Statements of cash flows Company Limited and its Subsidiaries
(2016: Baht 1,845.3 million) of which Baht 2,349.2 million (2016: Baht 1,644.8 million) was acquired by cash payments and Baht
Financial statements
133.1 million was outstanding as liabilities as at 31 December 2017 (2016: Baht 200.5 million) .
(Formerly : Robinson Department Store Public Company Limited) During the year ended 31 December 2017, the Company acquired property, plant and equipment with total costs of Baht 2,314.5
Statements of cash flows
million (2016: Baht 1,306.4 million) of which Baht 2,203.5 million (2016: Baht 1,153.5 million) was acquiredSeparate by cash payments and Consolidated Baht 111 million was outstanding as liabilities as at 31 December 2017 (2016: Baht 152.9 million) . financial statements
Consolidated financial statements For the year ended For the year 31 December 31ended December 2017 2016 2017 2016
financial statements
Separate financial statements For the year ended For the year 31 December 31ended December 2017 2016 2017 2016
(in Baht) Net increase (decrease) in cash and cash equivalents
(398,676,747)
Cash and cash equivalents at beginning of period
2,219,021,036
137,249,146 2,081,771,890
(225,632,644) 1,431,949,445
225,750,019 1,206,199,426
Effect of exchange rate changes on balances held in foreign currencies Cash and cash equivalents at ending of period
(15,637,552) 1,804,706,737 -
2,219,021,036 -
-
-
1,206,316,801
1,431,949,445
76,771,119.00
286,862,931.00
Non-cash transactions During the year ended 31 December 2017, the Group acquired property, plant and equipment with total costs of Baht 2,482.3 million (2016: Baht 1,845.3 million) of which Baht 2,349.2 million (2016: Baht 1,644.8 million) was acquired by cash payments and Baht 133.1 million was outstanding as liabilities as at 31 December 2017 (2016: Baht 200.5 million) . During the year ended 31 December 2017, the Company acquired property, plant and equipment with total costs of Baht 2,314.5 million (2016: Baht 1,306.4 million) of which Baht 2,203.5 million (2016: Baht 1,153.5 million) was acquired by cash payments and Baht 111 million was outstanding as liabilities as at 31 December 2017 (2016: Baht 152.9 million) .
The accompanying notes are an integral part of these financial statements. 16
The accompanying notes are an integral part of these financial statements.
146
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
16
Robinson Public Company Limited and its Subsidiaries
Robinson Robinson Public Public Company Company Limited Limited and itsand Subsidiaries its Subsidiaries
Notes toNotes the financial tostatements the financial statements statements Notes to the financial For the For yearthe year31 ended December 31 December For the year ended 31ended December 20172017 2017 Note Note
Note ContentsContents
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 37 38 39
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 37 38 39
Contents
General information General information Basis of preparation Basis of preparation of the financial of the financial statements statements Significant Significant accounting accounting policies policies Related parties Related parties Cash andCash cash and equivalents cash equivalents Other investments Other investments Trade accounts Trade accounts receivable receivable Other current Otherreceivables current receivables Inventories Inventories Investments Investments in associates in associates Investments Investments in subsidiaries in subsidiaries Non-controlling Non-controlling interests interests Investment Investment propertiesproperties Property,Property, plant andplant equipment and equipment Leasehold Leasehold rights rights DeferredDeferred tax tax Other non-current Other non-current assets assets Interest-bearing Interest-bearing liabilitiesliabilities Trade accounts Trade accounts payable payable Other current Otherpayables current payables EmployeeEmployee benefit obligations benefit obligations Other non-current Other non-current liabilitiesliabilities Share capital Share capital TreasuryTreasury share share ReservesReserves Segment Segment information information Investments Investments income income Other income Other income Selling expenses Selling expenses Administrative Administrative expensesexpenses EmployeeEmployee benefit expenses benefit expenses Finance costs Finance costs Income tax Income expense tax expense Basic earnings Basic earnings per shareper share Dividends Dividends FinancialFinancial instruments instruments Commitments Commitments with non-related with non-related parties parties Event after Event the reporting after the reporting period period Reclassification Reclassification of accounts of accounts
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
147
Notes to the financial statements
(Formerly: Robinson Department StoreDepartment PublicDepartment Company Limited) (Formerly: (Formerly: Robinson Robinson Store Public Store Public Company Company Limited) Limit
Robinson Public PublicCompany CompanyLimited Limitedand anditsitsSubsidiaries Subsidiaries Robinson (Formerly: Robinson RobinsonDepartment DepartmentStore StorePublic Public Company Limited) (Formerly: Company Limited) Notes to to the thefinancial financialstatements statements Notes For the the year yearended ended31 31December December2017 2017 For
Notes to the financial statements
Thesenotes notesform forman anintegral integralpart partofofthe thefinancial financial statements. These statements. The financial financialstatements statementsissued issuedfor forThai Thaistatutory statutory and regulatory reporting purposes prepared The and regulatory reporting purposes are are prepared in in the Thai Thai language. language.These TheseEnglish Englishlanguage languagefinancial financial statements have been prepared the statements have been prepared fromfrom the the ThaiThai language approved andand authorised for for issue by the Board of of language statutory statutoryfinancial financialstatements, statements,and andwere were approved authorised issue by the Board Directors Directorson on15 15February February2018. 2018.
1
General Generalinformation information Robinson is incorporated in Thailand andand has has its registered RobinsonPublic PublicCompany CompanyLimited, Limited,the the“Company”, “Company”, is incorporated in Thailand its registered office at 9/9 floor 14-17, Rama 9 Road, Huaikhwang, Huaikhwang, Bangkok, Thailand. office at 9/9 floor 14-17, Rama 9 Road, Huaikhwang, Huaikhwang, Bangkok, Thailand. The of of Thailand in January 1992. The Company Companywas waslisted listedononthe theStock StockExchange Exchange Thailand in January 1992. The year were Central Retail Corporation Co.,Co., Ltd. Ltd. The Company’s Company’s major majorshareholders shareholdersduring duringthethefinancial financial year were Central Retail Corporation (27.74% shareholding). Both companies werewere (27.74% shareholding) shareholding)and andCRG CRGService ServiceCo., Co.,Ltd. Ltd.(26.07% (26.07% shareholding). Both companies incorporated in Thailand. incorporated in Thailand. At the annual general meeting of the shareholders of the Company held on 28 April 2017, the At the annual general meeting of the shareholders of the Company held on 28 April 2017, the shareholders approved changing a company name from “Robinson Department Store Public Company shareholders approved Public changing a company name The fromcompany “Robinson StoreDepartment Public Company Limited” to “Robinson Company Limited”. hasDepartment registered with of Limited”Development to “RobinsononPublic Limited”. The company has registered with Department of Business 2 MayCompany 2017. Business Development on 2 May 2017. The principal activities of the Company and its subsidiaries are engaged in a chain of department The principal of the Company and its subsidiaries are invested engagedwith in agroups chain of ofbusiness department stores under theactivities brand of “Robinson”. The Company has also jointly 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.. partners (Indirect subsidiaries) outside Bangkok through a holding company, CR (Thailand) Co., Details of the Company’s direct subsidiaries as at 31 December 2017 and 2016 are given in note 11. Ltd.. Details of the Company’s direct subsidiaries as at 31 December 2017 and 2016 are given in note 11. Details of the Company’s indirect subsidiaries as at 31 December 2017 and 2016 are as follows: Details of the Company’s indirect subsidiaries as at 31 December 2017 and 2016 are as follows: Name of the entities Type of business Country of Ownership interest Ownership Name of the entities Type of business Country of Ownership interest incorporation (%)interest (%) Country of 31 31 incorporation (%) Name of the entities Type of business incorporation 31 December 31 December December December 201731 2017 31 2017 2016 December December Indirect subsidiaries 2017 2016 CR Chiang Mai (Thailand) Co., Ltd. Department Store Thailand 89.99 89.99 Indirect subsidiaries CR Department Store 76.00 76.00 CR Udorn ChiangThani Mai (Thailand) (Thailand) Co., Co.,Ltd. Ltd. Department Store Thailand Thailand 89.99 89.99 CR YaiThani (Thailand) Co., Ltd. Department Store 76.00 76.00 CR Had Udorn (Thailand) Co., Ltd. Department Store Thailand Thailand 76.00 76.00 CR (Thailand)Co., Co.,Ltd. Ltd. Department Store 64.99 64.99 CR Chantaburi Had Yai (Thailand) Department Store Thailand Thailand 76.00 76.00 CR Nakhon Sri Thammarat (Thailand) CR Chantaburi (Thailand) Co., Ltd. Department Store Thailand 64.99 64.99 Co., Ltd. Sri Thammarat (Thailand) Department Store Thailand 49.99 49.99 CR Nakhon CRCo., Phuket Department Store 49.99 49.99 Ltd.(Thailand) Co., Ltd. Department Store Thailand Thailand 49.99 49.99 CR Rajchaburi (Thailand) Co., Ltd. Department Store Thailand 49.99 49.99 CR Phuket (Thailand) Co., Ltd. Department Store Thailand 49.99 49.99 CR Ubon Ratchathani (Thailand) Co., Ltd. Department Store Thailand 74.99 CR Rajchaburi (Thailand) Co., Ltd. Department Store Thailand 49.99 49.99 CR Ubon Ratchathani (Thailand) Co., Ltd. Department Store Thailand 74.99 Disposal of indirect subsidiary
Disposal of indirect On 1 September 2017,subsidiary the Group disposed all investment in CR Ubon Ratchathani (Thailand) Co., Ltd. amounting to 34 million. On 1 September 2017, the Group disposed all investment in CR Ubon Ratchathani (Thailand) Co., Ltd. amounting to 34 million. 18
18
148
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements For the year ended 31 December 2017 2
Basis of preparation of the financial statements
(a)
Statement of compliance The financial statements are prepared in accordance with Thai Financial Reporting Standards (“TFRS”) and guidelines promulgated by the Federation of Accounting Professions (“FAP”); and applicable rules and regulations of the Thai Securities and Exchange Commission. The FAP has issued new and revised TFRS effective for annual accounting periods beginning on or after 1 January 2017. The initial application of these new and revised TFRS has resulted in changes in certain of the Group’s accounting policies. These changes have no material effect on the financial statements except the disclosure of the Group’s financial statement. In addition to the above new and revised TFRS, the FAP has issued a number of other new and revised TFRS which are effective for annual financial periods beginning on or after 1 January 2018 and have not been adopted in the preparation of these financial statements.
(b)
Basis of measurement The financial statements have been prepared on the historical cost basis except for available-for-sale financial assets which are measured at fair value.
(c)
Functional and presentation currency The financial statements are presented in Thai Baht, which is the Company’s functional currency. All financial information presented in Thai Baht has been rounded in the notes to the financial statements to the nearest thousand unless otherwise stated.
(d)
Use of judgments and estimates The preparation of financial statements in conformity with TFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from estimates. 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. Assumptions and estimation uncertainties Information about judgments made in applying accounting policies that have the most significant effect on the amount recognised in the financial statements is included in the following notes. Note 13 Note 21
Key assumptions used in discounted cash flow projections for calculation of fair value of investment properties; and Measurement of defined benefit obligations: key actuarial assumptions
Measurement of fair values Accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets. 19 ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
149
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements For the year ended 31 December 2017
Notes to the financial statements
The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the CFO. The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of TFRS, including the level in the fair value hierarchy in which the such valuations should be classified. Significant valuation issues are reported to the Group’s Audit Committee. When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirely in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. Further information about the assumptions made in measuring fair values is included in the following notes: Note 6 Other investments Note 13 Investment property
3
Significant accounting policies The accounting policies set out below have been applied consistently to all periods presented in these financial statements.
(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. 20
150
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements For the year ended 31 December 2017 Non-controlling interests At the acquisition date, the Group measures any non-controlling interest at its proportionate interest in the identifiable net assets of the acquiree. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Interests in equity-accounted investees The Group’s interests in equity-accounted investees comprise interests in associates. Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. Interests in associates are accounted for using the equity method. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of equity– accounted investees, until the date on which significant influence or joint control ceases. 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 Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currency of Group entities at the exchange rates at the dates of transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the foreign exchange rates at that reporting date. Non-monetary assets and liabilities measured at cost in foreign currencies are translated to the functional currency at the exchange rates at the dates of the transactions. Foreign currency differences are generally recognised in profit or loss. Foreign operations The assets and liabilities of foreign operations are translated to Thai Baht at the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated to Thai Baht at rates approximating the exchange rates at the dates of the transactions. Foreign exchange differences are recognised in other comprehensive income and presented in the foreign currency translation reserve in equity until disposal of the investment.
21
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
151
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited)
Notes to the financial statements
Notes to the financial statements For the year ended 31 December 2017
When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and presented in the foreign currency translation reserve in equity until disposal of the investment. (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. Restricted cash at bank is stated separately in “Restricted cash at bank” under “Other non-current assets” in the financial statements.
(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 moving average cost principle and comprises all costs of purchase 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 associates and subsidiaries Investments in associates and subsidiaries 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 debt and equity securities Debt and 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 profit or loss. When these investments are derecognised, the cumulative gain or loss previously recognised directly in equity is recognised in profit or loss. Where these investments are interest-bearing, interest calculated using the effective interest method is recognised in profit or loss. Equity securities which are not marketable are stated at cost less any impairment losses. 22
152
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements For the year ended 31 December 2017
The fair value of financial instruments classified as available for sale is determined as the quoted bid price at the reporting date. 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 profit or loss. If the Group disposes 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)
Investment properties Investment properties are properties which are held to earn rental income, for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment properties are stated at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of materials and direct labour, and other costs directly attributable to bringing the investment property to a working condition for its intended use and capitalised borrowing costs. Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each property. The estimated useful lives are as follows: Investment property
(h)
5- 30
years
Property, plant and equipment Recognition and measurement Owned assets Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of selfconstructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and capitalised borrowing costs. Cost also may include transfers from other comprehensive income of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised net within other income in profit or loss. 23 ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
153
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements For the year ended 31 December 2017
Notes to the financial statements
Subsequent costs The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Depreciation Depreciation is calculated based on the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. Depreciation is charged to profit or loss over the estimated useful lives of each component 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 structures Buildings and structure improvements Information system equipment Building system equipment Furniture, fixtures and office equipment Transportation equipment
5 20 and 30 11 and 30 5 and 20 3-5 5, 7, 10 and 20 5 and 20 5
years years years years years years years years
No depreciation is provided on freehold land or assets under construction. Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. (i)
Leasehold rights Leasehold rights are stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation Leasehold rights are charged to the statement of income on a straight-line basis over the terms of the lease periods. The lease periods are 20-30 years.
(j)
Intangible assets Goodwill Goodwill that arises upon the acquis ition of subsidiaries is included in intangible assets. Goodwill is measured as the fair value of the consideration transferred including the recognized amount of any noncontrolling interest in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses. In respect of equityaccounted investees, the carrying amount of goodwill is included in the carrying amount of the investment, and an impairment loss on such an investment is not allocated to any asset, including goodwill, that forms part of the carrying amount of the equity-accounted investee. 24
154
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements For the year ended 31 December 2017 Other intangible assets Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and accumulated impairment losses. Subsequent expenditure Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred. Amortisation Amortisation is based on the cost of the asset, or other amount substituted for cost, less its residual value. Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful lives for the current and comparative periods are as follows: Trademark Software licences Deferred system development costs
27 10 5 and 10
years years years
Amortisation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. (k)
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 and intangible assets that have indefinite useful lives or are not yet available for use, the recoverable amount is estimated each year at the same time. 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 profit or loss. 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 profit or loss even though the financial asset has not been derecognised. The amount of the cumulative loss that is recognised in profit or loss is the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss. 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.
25
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
155
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements For the year ended 31 December 2017
Notes to the financial statements
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. 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 in profit or loss. For available-for-sale financial assets that are equity securities, the reversal is recognised in other comprehensive income. 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. (l)
Interest-bearing liabilities Interest-bearing liabilities are stated at cost.
(m)
Trade and other accounts payable Trade and other accounts payable are stated at cost.
(n)
Employee benefits Defined contribution plans Obligations for contributions to defined contribution plans are expensed as the related service is provided. Defined benefit plans A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value The calculation is performed every 3 years by a qualified actuary using the projected unit credit method. Remeasurements of the net defined benefit liability, actuarial gain or loss are recognized immediately in OCI. The Group determines the interest expense on the net defined benefit liability for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period, taking into account any changes in the net defined benefit liability during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss. 26
156
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements For the year ended 31 December 2017
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs. Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. (o)
Provisions A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. 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 the risks specific to the liability. The unwinding of the discount is recognised as finance cost.
(p)
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.
(q)
Revenue Revenue excludes value added taxes and is arrived at after deduction of trade discounts and volume rebates. Sale of goods and services rendered Revenue is recognised in profit or loss 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 profit or loss 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. 27 ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
157
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements For the year ended 31 December 2017
Notes to the financial statements
Investments Revenue from investments comprises dividend and interest income from investments and bank deposits. Dividend income Dividend income is recognised in profit or loss on the date the Group’s right to receive payments is established. Interest income Interest income is recognised in profit or loss as it accrues. (r)
Special rebate Rebate is recognised as a deduction from cost of good sold regarding to the amount expected to receive until the end of the period under contracts with individual suppliers. The Group recognised rebate when have agreement with a supplier and the relating activity was occurred with conditions. Type of rebate is recognised by the Group and accounting policies as follow.  Special rebate (marketing funding) Special rebate is recognised over the period of the contractual agreements with individual suppliers.  Volume rebate Volume rebate is recognised throughout the year, according to estimates of purchase and ability of the Group in currently, economic and conditions in the agreement.
(s)
Finance costs Interest expenses and similar costs are charged to profit or loss for the period in which they are incurred, except to the extent that they are capitalised as being directly attributable to the acquisition, construction or production of an asset which necessarily takes a substantial year of time to be prepared for its intended use or sale.
(t)
Lease payments Payments made under operating leases are recognised in profit or loss on a straight line basis over the term of the lease. Lease incentives received are recognised in profit or loss as an integral part of the total lease expense, over the term of the lease. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed. Determining whether an arrangement contains a lease At inception of an arrangement, the Group determines whether such an arrangement is or contains a lease. A specific asset is the subject of a lease if fulfilment of the arrangement is dependent on the use of that specified asset. An arrangement conveys the right to use the asset if the arrangement conveys to the Group the right to control the use of the underlying asset.
28
158
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements For the year ended 31 December 2017
At inception or upon reassessment of the arrangement, the Group separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group concludes for a finance lease that it is impracticable to separate the payments reliably, an asset and a liability are recognised at an amount equal to the fair value of the underlying asset. Subsequently the liability is reduced as payments are made and an imputed finance charge on the liability is recognised using the Group’s incremental borrowing rate. (u)
Income tax Income tax expense for the year comprises current and deferred tax. Current and deferred tax are recognised in profit or loss except to the extent that they relate to a business combination, or items recognised directly in equity or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill; the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; and differences relating to investments in subsidiaries and jointly-controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realised.
29 ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
159
Robinson Public Company Limited and its Subsidiaries Robinson Company LimitedStore and its Subsidiaries (Formerly:Public Robinson Department Public Company Limited) (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements Notes toyear the financial For the ended 31statements December 2017 For the year ended 31 December 2017
Notes to the financial statements
(v) (v)
(w) (w)
4 4
160
Earnings per share Earnings per share The Group presents basic earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated The Group presents basic earnings per shareto(EPS) datashareholders for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable ordinary of the Company by the weighted by dividing the profit or loss attributable to ordinary shareholders of the Company by the average number of ordinary shares outstanding during the year, adjusted for own shares held. weighted average number of ordinary shares outstanding during the year, adjusted for own shares held. Segment reporting Segment reporting Segment results that are reported to the Group’s CEO (the chief operating decision maker) include Segment results that are reported to the CEOthat (thecan chief operatingondecision maker) include items directly attributable to a segment as Group’s well as those be allocated a reasonable basis. items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
Related parties Related parties
For the purposes of these financial statements, parties are considered to be related to the Group if the For thehas purposes of these financial statements, parties or arejoint considered related to the Group if the Group the ability, directly or indirectly, to control control to thebeparty or exercise significant Group hasover the ability, or indirectly, to control or joint controlorthe party or exercise influence the partydirectly in making financial and operating decisions, vice versa, or wheresignificant the Group influence overare thesubject party intomaking financial operatingsignificant decisions, influence. or vice versa, or where themay Group and the party common controland or common Related parties be and the party are subject to common control or common significant influence. Related parties may be individuals or other entities. individuals or other entities. Relationships with associates and subsidiaries are described in notes 1, 10 and 11. Relationships with Relationships withand associates and subsidiaries are described notes 1, 10 and 11. Relationships with key management other significant related parties were asin follows: key management and other significant related parties were as follows: Name of entities Country of Nature of relationships Country of of Name of entities Country Nature of relationships incorporation Name of entities incorporation Nature of relationships incorporation / nationality / nationality / nationality Central Retail Corporation Co., Ltd. Thailand Major shareholder, 27.74% Central Retail Corporation Co., Ltd. Thailand Major shareholder, 27.74% shareholding, some common shareholding, some common directors directors CRG service Co., Ltd. Thailand Major shareholder, 26.07% CRG service Co., Ltd. Thailand Major shareholder, 26.07% shareholding, some common shareholding, some common directors directors CRC Power Retail Co., Ltd. Thailand Some common directors CRC Power Retail Co., Ltd. Thailand Some common directors Office Club (Thai) OfficeProperty Club (Thai) Thailand Some common common directors directors CRC Co., Co., Ltd. Ltd. Thailand Some CRCCo., Property B2S Ltd. Co., Ltd. Thailand Some common directors B2S Co.,Food Ltd.Retail Co., Ltd. Thailand Some common common directors directors Central Thailand Some Central Food Retail Co., Ltd. Thailand Some common directors Department Store Co., Ltd. Central Trading Department Store Co., Ltd. Thailand Some common directors Co., Ltd. Central Trading Co., Ltd. Thailand Some common Central Garment Factory Co., Ltd. Thailand Some common directors directors CentralInternational Garment Factory Co., Ltd. Cetrac Co., Ltd. Thailand Some common directors Cetrac International Co., Ltd. Thailand Some common common directors directors RIS Co., Ltd. Thailand Some RIS Co., Ltd. Thailand Some common directors PB Logistic Co., Ltd. PB Logistic Co., Ltd. Thailand Some common directors Central Pattana Rattanatibeth Co., Ltd. Central Pattana Rattanatibeth Co., Ltd. Thailand Some common Central Pattana Chiangmai Co., Ltd. Thailand Some common directors directors ChiangmaiCo., Co.,Ltd. Ltd. Central Pattana Chonburi Thailand Some common directors Central Pattana Pattana Khonkaen Chonburi Co., Thailand Some common Central Co.,Ltd. Ltd. Thailand Some common directors directors PattanaCo., Khonkaen Central World Ltd. Co., Ltd. Thailand Some common directors Central World Ltd. Thailand Some common directors PattanaCo., Development Co., Ltd. Central Pattana Development Co., Ltd. Thailand Some Central Pattana Nine Square Co., Ltd. Thailand Some common common directors directors Central Pattana Nine Square Co., Ltd. Thailand Some common directors Public Company Limited Central Insurance Pattana Public Company Limited Thailand Some common common directors directors Central Services Co., Ltd. Thailand Some Central Insurance Services Co., Ltd. Thai Watts Co., Ltd. Thailand Some common directors Thai Watts Co., Ltd. Thailand Some common directors 30 30 ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Robinson Public Company Limited and its Subsidiaries Robinson Public Company Limited and its Subsidiaries Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) (Formerly: Robinson Department Store Public Company (Formerly: Robinson Department Public Company Limited) Limited) Robinson Public Company LimitedStore and its its Subsidiaries Notes to thePublic financial statements Robinson Company Limited and Subsidiaries Notes to the financial statements Notes toyear the financial (Formerly: Robinson Department Store Public Public Company Company Limited) Limited) For the ended 31statements December 2017 Store (Formerly: Robinson Department For the ended For the year yearfinancial ended 31 31 December December 2017 2017 Notes Notes to to the the financial statements statements Name entities31 For the the yearof ended 31 December 2017 For year Name ofended entities December 2017
Country of Country Country ofof Country of incorporation incorporation / incorporation incorporation /Country nationality nationality of of //Country nationality nationality incorporation incorporation Thailand // nationality Thailand nationality Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand Thailand
Name of entities Name of entities Name Name of of entities entities
Harng Central Department Store Co., Ltd. Harng Central Department Store Co., Ltd. Harng Store Co.,Co., Ltd.Ltd. CentralCentral People Department Development Center Central People People Development Development Center Center Co., Co., Ltd. Ltd. Central Siam Retail Development Co., Ltd. Harng Central Department Store Co., Harng Central DepartmentCo., Store Co., Ltd. Ltd. Siam Retail Retail Development Co., Ltd. Siam Development Ltd. Square Ritz Plaza Co., Ltd. Center Co., Ltd. Central People Development Central People Development Co., Ltd. Square Ritz Plaza Co., Square Ritz Plaza Co., Ltd. Ltd. Center Siam Siam Retail Retail Development Development Co., Co., Ltd. Ltd. Key management personnel Square Ritz Co., Square Ritz Plaza Plaza personnel Co., Ltd. Ltd. Key management Key management personnel
Nature of relationships Nature Nature of of relationships relationships Nature of relationships Nature Nature of of relationships relationships
Some common directors Some common directors Some Some common common directors directors Some common common directors directors Some 24.0% shareholding Some directors Some common directors 24.0%common shareholding 24.0% shareholding 24.0% shareholding and some Some common directors Some common directors 24.0% shareholding and 24.0% shareholding and some some common directors 24.0% shareholding 24.0% shareholding common directors common directors Personsshareholding having authority and 24.0% and 24.0% shareholding and some some Persons having authority and Persons having authority and responsibility for planning, common directors common directors responsibility for planning, responsibility for planning, directing and controlling the Key Thailand Persons having authority Key management management personnel personnel Thailand Persons having authority and and directing and controlling controlling the directing and the activities of the entity, directly responsibility planning, responsibility forentity, planning, activities of of the thefor entity, directly activities directly or indirectly, including any directing and controlling the directing and including controllingany the or indirectly, or indirectly, including any director (whether executive or activities of the entity, directly activities of the entity, directly director (whether executive or director (whether executive otherwise) of including the Group.any or or indirectly, or indirectly, including any otherwise) of the Group. otherwise) of the Group. or director director (whether (whether executive executive or The pricing policies for particular types of transactions are explained otherwise) further below: of the Group. otherwise) of the Group. The pricing pricing policies policies for for particular particular types types of of transactions transactions are are explained explained further further below: below: The Transactions Pricing policies Transactions Pricing policies The pricing policies of further Transactions policiesare Pricing policies The pricing Transactions policies for for particular particular types types Pricing of transactions transactions are explained explained further below: below: Sale of goods Market prices should not be lower than the cost of goods Transactions Pricing policies Sale of Market prices should not be than the cost of Transactions Pricing policies Sale of goods goods Market prices be lower lower than costdeposit of goods goods Interest income/interest expense Minimum loanshould rates not or saving rates orthe fixed rate of Interest income/interest expense Minimum loan rates or saving rates or fixed deposit rate Interest income/interest expense Minimum loan rates or saving rates or fixed deposit rate of of certain local financial institutions plus interest not exceed Sale of goods Market prices should not be lower than the cost of goods Sale of goods Market not institutions be lower than theinterest cost of goods certainprices localshould financial institutions plus interest not exceed exceed certain local financial plus not 2.5% per annum depending on or finance cost ofrate each Interest Minimum loan rates saving fixed of Interest income/interest income/interest expense expense Minimum loan rates or or saving rates rates or fixed deposit deposit rate of 2.5% per annum depending on finance cost of each annum depending on finance cost of each 2.5% per company certain local financial institutions plus interest not exceed certain local financial institutions plus interest not exceed company company Rental and service income Certain percentages ofdepending sales withon a reference to theofrelated 2.5% per finance each 2.5% percentages per annum annum of depending on finance cost cost each Rental Certain sales with aa reference to Rental and and service service income income Certain percentages of sales with reference to the theofrelated related market prices or fixed amount company company market prices or fixed amount marketpercentages prices or fixed amount a reference to the related Sales promotion income Contractually agreed prices Rental and income Certain of sales Rental and service service income Certain percentages of sales with with a reference to the related Sales promotion income Contractually agreed prices Sales promotion income Contractually agreed prices Utility income Contractually agreed prices market prices or fixed amount market prices or fixed amount Utility income income Contractually agreed agreed prices prices Utility Contractually Management fee income income Certain percentages ofprices sales or fixed amount Sales promotion Contractually agreed Sales promotion Contractually agreedof Management fee income income Certain percentages percentages ofprices sales or or fixed fixed amount amount Management fee income Certain sales Rental and service expenses Contractually agreed prices Utility income Utility income Contractually agreed prices Rental and service expenses Rental and service expenses Contractually agreedofprices prices Utility expenses Contractually agreed Management fee Certain percentages sales Management fee income income Certain percentages ofprices sales or or fixed fixed amount amount Utility expenses Contractually agreed Utility expenses Contractually agreed Sales promotion expenses Contractually agreed agreed prices prices Rental and service expenses Contractually prices Rental and service expenses Contractually agreed prices Sales promotion expenses Sales promotion Contractually agreed prices Management fee expenses expense Utility expenses Contractually agreed prices Utility expenses Contractually agreed prices Management fee expense Management fee expense Contractually agreed prices Key management personnel As defined by agreed the nomination and remuneration committee Sales promotion Contractually prices Sales promotion expenses expenses Contractually prices and Key management management personnel As defined defined by by agreed the nomination nomination and remuneration remuneration committee committee Key personnel As the compensation Management fee Contractually Management fee expense expense Contractually agreed agreed prices prices compensation compensation Key personnel As by nomination remuneration committee Key management management personnel As defined defined by the the with nomination and remuneration committee Significant transactions for the years ended 31 December related and parties were as follows: Significant transactions for the years ended 31 December with related parties were as follows: compensation Significant transactions for the years ended 31 December with related parties were as follows: compensation Consolidated Separate Significant with follows: Significant transactions transactions for for the the years years ended ended 31 31 December December with related related parties parties were were as asSeparate follows: Consolidated Consolidated Separate financial statements financial statements financial statements financial statements financial statements financial statements 2017 2016 2017Separate 2016 For the year ended 31 December Consolidated Consolidated Separate Consolidated Separate 2017 2016 2017 2016 For the year ended 31 December 2017 2016 2017 2016 For the year ended 31 December financial statements financial statements (in thousand Baht) For the year ended 31 December financial statements financial statements financial statements financial statements (in thousand Baht) (in thousand Baht) Subsidiaries 2017 2016 2017 2016 2017 2016 2017 2016 For 2017 2016 2017 2016 For the the year year ended ended 31 31 December December Subsidiaries Subsidiaries Sale of goods 344,511 347,382 (in thousand Baht) (in-- thousand Baht) Sale of of goods goods 344,511 347,382 Sale --344,511 347,382 Rental and service income 60 60 Subsidiaries Subsidiaries Rental and service income 60 60 Rental and service income 60 60 Management fee income 145,711 147,923 Sale of goods 344,511 347,382 Sale of goods 344,511 347,382 Management fee income 145,711 147,923 Management fee income 145,711 147,923 Sales promotion income 1,823 1,021 Rental and income --60 60 Rental and service service income 60 60 Sales promotion income 1,823 1,021 Sales promotion income --1,823 1,021 Interest income 3,745 3,665 Management fee income 145,711 147,923 Management fee income 145,711 147,923 Interest income 3,745 3,665 Interest income ----3,745 3,665 Rentalpromotion and service expenses 360 360 Sales income 1,823 1,021 Sales income --1,823 1,021 Rentalpromotion and service service expenses 360 360 Rental and expenses 360 360 Sales promotion expense 1,724 2,487 Interest income 3,745 3,665 Interest income expense 3,745 3,665 Sales promotion promotion expense 1,724 2,487 Sales 1,724 2,487 Interest expense 142,443 128,003 Rental and service 360 360 Rental and service expenses expenses 360 360 Interest expense --142,443 128,003 Interest expense 142,443 128,003 Sales promotion expense 1,724 2,487 Sales promotion expense 1,724 2,487 Interest --142,443 128,003 Interest expense expense 142,443 128,003 31 31 31 31 31 ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
161
Notes to the financial statements
Robinson Public Company Limited and its Subsidiaries Robinson Company Limited and Subsidiaries (Formerly:Public Robinson Department Public Company Limited) Robinson Public Company LimitedStore and its its Subsidiaries (Formerly: Robinson Department Store Public Company Notes to thePublic financial statements Robinson Company LimitedStore and its Subsidiaries (Formerly: Robinson Department Public Company Limited) Limited) Notes to the financial statements For the year ended 31 December 2017 Notes to the financial statements (Formerly: Robinson Department Store Public Company Limited) For year ended December For the the ended 31 31statements December 2017 2017 Notes toyear the financial For the year ended 31 December For the year ended 31 December 2017
Consolidated Separate Consolidated Separate financial statements financial statements financial statements financial statements Consolidated Separate 2017Consolidated 2016 2017 Separate 2016 2017 2016 2017 2016 For the year ended 31 December financial statements financial statements financial statements financial statements Consolidated (in thousand Baht) 2017 2016 2017 Separate 2016 For the year ended 31 December 2017 2016 2017 2016 For the year ended 31 December financial statements financial statements Associates (in thousand Baht) (in thousand Baht) 2017 2016 2017 2016 For theand year endedincome 31 December Rental service 267,603 242,210 234,049 210,587 Associates Associates (in thousand Baht) Utility income 31,224 31,680 27,138 27,245 Rental and service income 267,603 242,210 234,049 210,587 Rental and service income 267,603 242,210 234,049 210,587 Associates Management 17,294 17,330 15,500 15,605 Utility incomefee income 31,224 31,680 27,138 27,245 Utility income 31,224 31,680 27,138 27,245 Rental and service income 267,603 242,210 234,049 210,587 Management fee income 17,294 17,330 15,500 15,605 Management 17,294 17,330 15,500 15,605 Key management personnel Utility incomefee income 31,224 31,680 27,138 27,245 personnel Management fee income 17,294 17,330 15,500 15,605 Key management management personnelcompensation Key management personnel Short-term employee benefits 91,094 86,621 90,594 85,901 Key management personnel compensation Key management personnel compensation management personnel Short-term employee benefits 91,094 86,621 90,594 85,901 Short-term employee benefitscompensation 91,094 86,621 90,594 85,901 Other related parties Key management personnel Sale ofrelated goods 7,911 8,910 3,939 8,173 Short-term employee 91,094 86,621 90,594 85,901 Other partiesbenefits Other related parties Rental service income 656,146 604,387 560,910 508,658 Sale of and goods 7,911 8,910 3,939 8,173 Sale ofrelated goods parties 7,911 8,910 3,939 8,173 Other Utility income 149,322 144,604 120,786 114,702 Rental and service income 656,146 604,387 560,910 508,658 Rental and service income 656,146 604,387 560,910 508,658 Sale of goods 7,911 8,910 3,939 8,173 Management 20,593 22,879 19,304 21,628 Utility incomefee income 149,322 144,604 120,786 114,702 Utility income 149,322 144,604 120,786 114,702 Rental and service income 656,146 604,387 560,910 508,658 Sales promotion 47,765 82,356 37,218 60,686 Management fee income income 20,593 22,879 19,304 21,628 Management fee income 20,593 22,879 19,304 21,628 Utility income 149,322 144,604 120,786 114,702 Rental and service expenses 321,083 268,925 234,221 203,059 Sales promotion income 47,765 82,356 37,218 60,686 Sales promotion income 47,765 82,356 37,218 60,686 Management fee income 20,593 22,879 19,304 21,628 Utility and expenses 66,926 70,538 37,385 38,600 Rental service expenses 321,083 268,925 234,221 203,059 Rental and service expenses 321,083 268,925 234,221 203,059 Sales promotion income 47,765 82,356 37,218 60,686 Management fee expense 170,652 150,114 166,938 146,422 Utility expenses 66,926 70,538 37,385 38,600 Utility and expenses 66,926 70,538 37,385 38,600 Rental service expenses 321,083 268,925 234,221 203,059 Sales promotion 260,233 228,820 198,922 172,928 Management fee expense expense 170,652 150,114 166,938 146,422 Management fee expense 170,652 150,114 166,938 146,422 Utility expenses 66,926 70,538 37,385 38,600 Sales promotion expense 260,233 228,820 198,922 172,928 Sales promotion expense 260,233 228,820 198,922 172,928 Management fee expense 170,652 150,114 166,938 146,422 Balances as at 31 December with related parties were as follows: Sales promotion 228,820 198,922 172,928 Balances as at 31expense December with related parties260,233 were as follows: Balances as at 31 December with related parties were as follows: Trade accounts receivable from Consolidated Separate Balances as at 31receivable Decemberfrom with related partiesfinancial were as follows: Consolidated Separate related parties statements financial statements Trade accounts Consolidated Separate Trade accounts receivable fromparties Consolidated Separate financial statements financial Trade accounts receivable from related 2017 2016 2017 statements 2016 related parties financial statements financial statements related partiesreceivable from financial statements financial statements Trade accounts Consolidated 2017 2016 2017 (in thousand Baht) 2017 2016 2017 Separate 2016 2016 2017 2016 2017 2016 related parties financial statements financial statements Subsidiaries 79,169 70,193 (in-thousand Baht) (in thousand Baht) 2017 2016 2017 2016 Associates 38,268 76,489 33,007 69,387 Subsidiaries 79,169 70,193 Subsidiaries -thousand Baht) 79,169 70,193 (in Other related parties 230,726 274,664 177,766 211,007 Associates 38,268 76,489 33,007 69,387 Associates 38,268 76,489 33,007 69,387 Subsidiaries 79,169 70,193 268,994 351,153 289,942 350,587 Other related parties 230,726 274,664 177,766 211,007 Other related parties 230,726 274,664 177,766 211,007 Associates 38,268 76,489 33,007 69,387 Less allowance for doubtful accounts 268,994 351,153 289,942 350,587 268,994 351,153 289,942 350,587 Other related parties 230,726 274,664 177,766 211,007 Net allowance for doubtful accounts 268,994 351,153 289,942 350,587 Less Less allowance for doubtful accounts 268,994 351,153 289,942 350,587 Net 268,994 351,153 289,942 350,587 Net allowance for doubtful accounts 268,994 351,153 289,942 350,587 Less Net 351,153 289,942 Separate 350,587 Loans to related parties Interest rate 268,994 Consolidated
Loans to related parties Loans to related parties Loans related Short-term loans Loanstofrom relatedparties parties Subsidiaries Short-term loans Short-term loans Less allowance for doubtful Subsidiaries Subsidiariesloans Short-term Less accounts allowance for doubtful Less allowance for doubtful Subsidiaries Short-term accountsloans to related accounts Less allowance for doubtful parties, net Short-term loans to related Short-term accountsloans to related parties, net parties, net Short-term loans to related Long-term loans parties, net Subsidiary Long-term loans Long-term loans Subsidiary Subsidiary Long-term loans Subsidiary
162
financial statements financial statements Consolidated Separate Consolidated Separate 2017 2016 2017 2016 Consolidated Separate financial statements financial statements financial statements financial statements Consolidated Separate financial statements financial statements (in thousand Baht) 2017 2016 2017 2016 2017 statements 2016 2017 2016 financial financial statements - thousand159,350 148,852 2017 2016 2017 2016 (in Baht) (in thousand Baht) 2017 2016 2017 2016 159,350 148,852 159,350 148,852 (in-- thousand Baht) (159,293) (148,818) --159,350 148,852 (159,293) (148,818) (159,293) (148,818) 57 34 (159,293) (148,818) 57 34 57 34 57 34 61,224 61,224 61,224 61,224 61,224 61,224 61,224 61,224 -
Interest rate Interest rate 2017 2016 Interest rate rate Interest (% per annum) 2017 2016 2017 2016 2.50 2.60 2017 2016 (% per annum) (% per annum) 2017 2016 2.50 2.60 2.50 2.60 (% per annum) 2.50 2.60
2.50 2.50 2.50 2.50
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
2.60 2.60 2.60 2.60 32 32 32 32
Robinson Public Company Limited and its Subsidiaries Robinson Company Limited and Subsidiaries (Formerly:Public Robinson Department Public Company Limited) Robinson Public Company LimitedStore and its its Subsidiaries (Formerly: Robinson Department Store Public Company Robinson Company LimitedStore and its Subsidiaries Notes to thePublic financial statements (Formerly: Robinson Department Public Company Limited) Limited) Notes to the financial statements For the year ended 31 December 2017 (Formerly: Robinson Department Public Company Limited) Notes to thePublic financial statements Robinson Company LimitedStore and its Subsidiaries For the year ended 31 December 2017 Notes to the financial statements For the year ended 31 December 2017 (Formerly: Robinson Department Store Public Consolidated Company Limited) Loans toended related parties For the 31 Loans toDecember related parties2017 Notes toyear thetofinancial statements Loans related parties Loans to related parties For the year ended 31 December 2017 Loans to related parties
Loans to related parties Summary of loans to related parties Summary of loans Short-term loans Summary of loans to to related related parties parties Short-term loans Long-term Short-termof loans Summary loans to related parties Long-term Long-term loans loans Short-term Summary of loans to relatedaccounts parties Less allowance for doubtful Long-term loans Short-term loans Less for accounts Totalallowance loans to related parties, net Less allowance for doubtful doubtful accounts Long-term loans Total loans to related parties, net Less allowance for doubtful accounts Total loans to related parties, net Bad and doubtful debts expenses Total loans to related parties, net Bad doubtful debts Less allowance for doubtful accounts for and the year Bad and doubtful debts expenses expenses for the year Total loans to related parties, net for and the year Bad doubtful debts expenses Movements during the years ended 31 for and the year Bad doubtful expenses Movements during debts the years years ended 31 31 follows: Movements during the ended for the year follows: follows: Movements during the years ended 31 Loans to related parties follows: Loans parties Movements during the years ended 31 Loans to to related related parties Loans to related parties follows: Loans to related parties Loans to related Short-term loansparties Short-term Subsidiaries Short-term loans loans Subsidiaries At 1 Januaryloans Subsidiaries Short-term At Increase At 11 January January Subsidiaries Short-term loans Increase -1principal Increase At January Subsidiaries -- principal interest principal Increase At 1 January interest Decrease interest - principal Increase Decrease -- principal Decrease -- interest principal interest -- principal principal Decrease interest interest At--31 December interest principal Decrease At 31 December interest At--31 December principal Long-term loan At-31 December interest Long-term loan Subsidiary Long-term loan At 31January December Subsidiary At 1 Subsidiaryloan Long-term At December At 1131January January Subsidiary Long-term loan At 31 December At 131January December Subsidiary Leasehold right - related parties At December At 131January Leasehold right Leasehold right -- related related parties parties At 31 December Leasehold right - related parties Leasehold right - related parties Leasehold right - related parties Other related parties Other Other related related parties parties Trade payable Other accounts related parties Trade accounts payable related parties Trade accounts payable Other related parties -- related parties related parties Trade accounts payable - related parties Trade accounts Subsidiaries Trade accountspayable payable - related parties - related parties Subsidiaries Associates Subsidiaries Associates Other related parties Associates Subsidiaries Other related Total Other related parties parties Associates Subsidiaries Total Other related parties Total Associates Total related parties Other Total
Separate Consolidated Separate financial statements financial statements Consolidated Separate financial statements financial statements Consolidated 2017 2016 2017 Separate 2016 financial statements financial statements 2017 2016 2017 2016 financial statements financial statements Consolidated Separate 2017 2016 2017 2016 (in thousandfinancial Baht) 2017 statements 2016 2017 2016 financial statements Consolidated Separate (in thousand Baht) (in thousand Baht) 2017 2016 2017 2016 financial statements financial statements 159,350 148,852 (in thousand Baht) 2017 2016 2017 2016 --159,350 148,852 61,224 61,224 159,350 148,852 (in thousand Baht) --61,224 61,224 220,574 210,076 61,224 61,224 159,350 148,852 --220,574 210,076 (159,293) (148,818) 61,224 61,224 220,574 210,076 --159,350 148,852 (159,293) (148,818) 61,281 61,258 (159,293) (148,818) --220,574 210,076 61,224 61,224 --61,281 61,258 (159,293) (148,818) 61,281 61,258 220,574 210,076 --61,281 61,258 (159,293) (148,818) 10,475 3,751 10,475 3,751 --61,281 61,258 10,475 3,751 December 2017- and 2016 of -loans to related 10,475parties were 3,751as December 2017 and 2016 of loans to related parties were as December 2017- and 2016 of -loans to related 10,475parties were 3,751as December Consolidated 2017 and 2016 of loans to related parties were as Separate Consolidated Separate Consolidated Separate financial statements December 2017 statements and 2016 of loans to financial related parties were as Consolidated Separate financial statements financial statements financial statements financial statements 2017 2016 2017 2016 financial statements financial statements Consolidated 2017 2016 2017 Separate 2016 2017 2016 2017 2016 (in thousand Baht) 2017 2016 2017 2016 financial statements financial statements Consolidated Separate (in thousand Baht) (in thousand Baht) 2017 2016 2017 2016 financial statements financial statements (in thousand Baht) 2017 2016 2017 2016 148,852 145,079 (in thousand Baht) --148,852 145,079 148,852 145,079 --11,395 3,794 148,852 145,079 --11,395 3,794 3,745 3,665 11,395 3,794 148,852 145,079 --3,745 3,665 3,745 3,665 11,395 3,794 --(2,442) (1,587) 3,745 3,665 --11,395 3,794 (2,442) (1,587) (2,200) (2,099) --(2,442) (1,587) 3,745 3,665 (2,200) (2,099) 159,350 148,852 (2,200) (2,099) (2,442) (1,587) --159,350 148,852 (2,200) (2,099) 159,350 148,852 (2,442) (1,587) --159,350 148,852 (2,200) (2,099)
--159,350 148,852 61,224 61,224 --61,224 61,224 61,224 61,224 --61,224 61,224 61,224 61,224 Separate 61,224 --Consolidated -61,224 61,224 61,224 Consolidated Separate financial statements financial statements Consolidated Separate 61,224 61,224 Consolidated Separate financial statements financial statements 2017 2016 2017 Separate 2016 financial statements financial statements Consolidated financial statements financial statements 2017 2016 2017 2016 (in thousand Baht) 2017 2016 2017 2016 financial statements financial statements Consolidated Separate 2017 2016 2017 2016 (in Baht) 1,284,609 1,363,385 1,190,792 (in thousand thousand1,130,941 Baht) 2017 2016 2017 2016 financial statements financial statements 1,284,609 1,363,385 1,130,941 1,190,792 (in thousand Baht) 1,284,609 1,363,385 1,130,941 1,190,792 2017 2016 2017 2016 Consolidated 1,284,609 1,363,385 1,190,792 (in thousand1,130,941 Baht) Separate Consolidated Separate financial statements financial statements Consolidated Separate 1,284,609 1,363,385 1,130,941 1,190,792 financial statements financial statements 2017 2016 2017 2016 financial statements financial statements Consolidated Separate 2017 2016 2017 2016 (in thousand Baht) 2017 Consolidated 2016 2017 Separate 2016 financial statements financial statements Consolidated Separate financial statements financial statements (in thousand Baht) 8,855 9,748 (in -thousand Baht) 2017 2016 2017 2016 financial statements financial statements -8,855 9,748 27,868 30,303 15,355 19,454 2017 2016 2017 2016 8,855 9,748 (in -thousand Baht) 2017 2016 2017 2016 27,868 30,303 15,355 19,454 387,197 385,827 243,931 253,094 27,868 30,303 15,355 19,454 8,855 9,748 (in thousand Baht) 387,197 385,827 243,931 253,094 415,065 416,130 268,141 282,296 387,197 385,827 243,931 253,094 27,868 30,303 15,355 19,454 8,855 9,748 415,065 416,130 268,141 282,296 387,197 385,827 243,931 253,094 415,065 416,130 268,141 282,296 27,868 30,303 15,355 19,454 415,065 416,130 268,141 282,296 387,197 385,827 243,931 253,094 415,065 33 33 33 33 33
416,130
268,141
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
282,296
163
Robinson Public Company Limited and its Subsidiaries (Formerly:Public Robinson Department Public Company Limited) Robinson Company LimitedStore and its Subsidiaries
Notes to the financial statements
Notes to the financial statements (Formerly: Robinson Department Store Public Company Limited) Robinson Company and For the yearPublic ended 31 DecemberLimited 2017 Robinson Public Company Limited andits itsSubsidiaries Subsidiaries Notes to the financial statements Robinson Public Company Limited andPublic its Subsidiaries (Formerly: Robinson Department Store Company (Formerly: Robinson Department Store Public CompanyLimited) Limited) Separate Consolidated For the year ended 31 December 2017 (Formerly: Robinson Department Store Public Company Limited) Other payables Consolidated Separate financial statements financial statements Notes to the financial statements Other payables Notes to the financial statements financial statements financial statements Notes toyear the financial For ended December 2017 2016 2017 2016 For the the year ended 31 31statements December2017 2017 Other payables 2017Consolidated2016 2017 Separate 2016 For the year ended 31 December 2017 financial statements financial statements
(in thousand Baht) Separate Other payables Consolidated Other payables Consolidated 2017 2016 2017 Separate2016 Advances from related parties financial statements financial statements Other payables Consolidated Separate (in thousand Baht) financial statements financial statements Subsidiaries 544 1,246 2017 2016 2017 2016 financial statements financial statements 2017 2016 2017 2016 Advances from related parties Associate 231 350 203 337 (in 2017 2016 2017 2016 Subsidiaries - (inthousand 544 1,246 thousandBaht) Baht) Other related parties 274,947 205,269 222,393 170,208 Advances (in Baht)203 Associate 231 350thousand 223,140 337 Advances from from related relatedparties parties Total 275,178 205,619 171,791 Subsidiaries 544 1,246 Advances from related parties Other related parties 274,947 205,269 222,393 170,208 Subsidiaries 544 1,246 Associate 231 350 203 337 Subsidiaries - 231 - 350 544 1,246 Total 275,178 205,619 223,140 171,791 Associate 203 337 Other related partiesparties 274,947 205,269 222,393 170,208 Loans from related Interest rate Consolidated Separate Associate 231 350 203 337 Other related parties 274,947 205,269 222,393 170,208 Consolidated Separate financial statements financial statements Total 275,178 205,619 223,140 171,791 Other related parties 205,269 222,393 170,208 Interest 274,947 rate Total 275,178 205,619 223,140 171,791 financial statements financial statements Loans from related parties Interest rate Consolidated Separate 2017 2016 2017 2016 2017 2016 TotalLoans from related parties 275,178 205,619 223,140 171,791 financial statements financial statements 2017 2016 2017 2016thousand Baht) 2017 2016 (% per annum) (in Loans from related parties Interest rate Consolidated 2017 2017 2016 2017 Separate 2016 Short-term Loans fromloans related parties Interest2016 rate Consolidated Separate financial statements financial statements (% per annum) (in thousand Baht) Loans from related parties Interest rate Separate Subsidiaries 3.33 2.75 6,524,310 5,698,480 - Consolidated financial statements financial statements 2017 2016 2017 2016 2017 2016 Short-term loans financial statements financial statements 2017 2016 2017 2016 2017 2016 (% per annum) (in thousand Baht) Subsidiaries 3.33 2.75 6,524,310 5,698,480 2017 2016 2017 2016 2017 annum)2017 and 2016 of loans (infrom thousand Baht) Movements during the years ended (% 31 per December related parties were as2016 Short-term loans (% per annum) (in thousand Baht) Short-term loans follows: Subsidiaries 3.33 2.75 6,524,310 5,698,480 Short-term Movements during the years ended 31 December 2017 and -2016 of loans from related parties were5,698,480 as Subsidiariesloans 3.33 2.75 6,524,310 Subsidiaries 3.33 2.75 6,524,310 5,698,480 follows: Loans from during relatedthe parties Consolidated Separate Movements years ended 31 December 2017 and 2016 of loans from related parties were as financial statements financial statements Movements during the years ended 31 December 2017 and 2016 of loans from related parties were as follows: Loans from related parties Consolidated Separate Movements during the years ended 31 December 2017 and 2016 of loans from related parties2016 were as 2017 2016 2017 follows: financial statements financial statements follows: (in thousand Baht) Loans from related parties Consolidated2016 Separate 2016 2017Consolidated 2017 Separate Short-term loans Loans from related parties Consolidated Separate financial statements(in thousand Baht) financial statements financial statements financial statements Loans from related parties Subsidiaries Loans from related parties Consolidated Separate financial statements financial statements 2017 2016 2017 2016 2017 2016 Short-term At 1 Januaryloans -2017 -2016 5,698,480 5,061,050 financial statements financial statements 2017 2016 2017 2016 (in thousand Baht) Subsidiaries Increase 2017 2016 2017 2016 thousand5,698,480 Baht) Short-term At-1principal Januaryloans --- (in 5,061,050 7,648,959 8,798,288 (in thousand Baht) Short-term loans Subsidiaries Increase - interest loans 142,443 128,003 Short-term Subsidiaries At 1principal January --5,698,480 5,061,050 7,648,959 8,798,288 Decrease Subsidiaries At-1interest January 5,698,480 5,061,050 Increase 142,443 128,003 -1principal -- -- (6,824,538) (8,161,995) At January 5,698,480 5,061,050 Increase principal 7,648,959 8,798,288 Decrease - interest (141,034) (126,866) Increase principal 7,648,959 8,798,288 -- interest -- -- 142,443 128,003 principal (6,824,538) (8,161,995) At---31 December - -- -6,524,310 5,698,480 principal 7,648,959 8,798,288 interest 142,443 128,003 Decrease - interest (141,034) (126,866) interest 142,443 128,003 principal (6,824,538) (8,161,995) Decrease At 31 December 6,524,310 5,698,480 Decrease -- interest --(141,034) (126,866) principal (6,824,538) (8,161,995) Commitments with related parties Separate5,698,480 principal (6,824,538) (8,161,995) At --31 December - -- Consolidated - -6,524,310 interest (141,034) (126,866) financial statements financial statements interest (141,034) (126,866) At 31 December 6,524,310 5,698,480 Commitments with related parties Consolidated Separate 2017 2016 2017 2016 At 31 December 6,524,310 5,698,480 financial statements financial statements (in thousand Baht) Commitments with related parties 2017Consolidated2016 2017 Separate 2016 Operating leasewith commitments financial statements financial statements Commitments related parties Consolidated Separate Consolidated187,789 Separate (in thousand Baht) Within one yearwith related parties 180,421 133,546 131,682 Commitments Consolidated Separate 2017 2016 2017 2016 financial statements financial statements financial statements financial statements with related parties Operating leasebut commitments AfterCommitments one year within five years 598,453 528,001 471,624 379,579 financial statements financial statements (in thousand Baht) 2017 2016 2017 2016 2017 2016 2017 2016 Within oneyears year 180,421 187,789 133,546 131,682 After five 2,606,684 2,788,696 2,282,476 2,337,799 2017 2016 2017 2016 Operating lease commitments (in thousand Baht) After one year but within five years 598,453 528,001 471,624 379,579 Total one year 3,385,558 3,504,486 2,849,060 (in thousand2,887,646 Baht) Within 180,421 187,789 133,546 131,682 Operating lease commitments After five years 2,606,684 2,788,696 2,282,476 2,337,799 Operating lease commitments After one year but within five years 598,453 528,001 471,624 379,579 Within one year 180,421 187,789 133,546 131,682 Total 3,385,558 3,504,486 2,887,646 2,849,060 Within oneyears yearbut within five years 180,421 187,789 133,546 131,682 After 2,606,684 2,788,696 2,282,476 2,337,799 After five one year 598,453 528,001 471,624 379,579 After one year but within five years 598,453 528,001 471,624 379,579 Total 3,385,558 3,504,486 2,887,646 2,849,060 After five years 2,606,684 2,788,696 2,282,476 2,337,799 After five years 2,606,684 2,788,696 2,282,476 2,337,799 Total 3,385,558 3,504,486 2,887,646 2,849,060 Total 3,385,558 3,504,486 2,887,646 2,849,060
34
164
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
34 34
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements For the year ended 31 December 2017
Significant agreements with related parties Service agreements The Group entered into a service agreement with a 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 a related party whereby the latter will provide services relating to the computer systems of the Group. The Group 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. Member card service agreement The Group has entered into a member card service agreement “The 1 Card� with a related party. The said related party will provide services to members of the Group, marketing management, members database management and provide the reward and other benefits for The 1 Card point redemption. In consideration thereof, the Group has to pay service fee at rates specified in the agreement. The agreement expired on 31 December 2018. Rental and service agreements The Group agreed to rent an area and obtain the services from a 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. Rental and service rendered agreements The Company has entered into rental agreements for retail space and service rendered 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. Warehouse management service agreements The Company has entered into inventory warehouse management service agreements with a related party for a period of 12 months. The Company has to pay warehouse management service 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.
35 ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
165
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements For the year ended 31 December 2017
Notes to the financial statements
5
Cash and cash equivalents
Cash on hand Cash at banks - current accounts Cash at banks - savings accounts Highly liquid short-term investments Total
6
Consolidated Separate Consolidated Separate financial statements financial statements financial statements financial statements 2017 2016 2017 2017 20162016 2017 2016 (in thousand Baht) 157,711 221,839 122,808 162,710 37,480 253,127 5,195 242,409 1,499,554 1,616,593 1,076,960 1,025,488
109,962 1,804,707
127,462 2,219,021
1,354 1,206,317
1,342 1,431,949
Other investments
Current investments Equity securities available for sale Other debt securities Other long-term investments Other non-marketable equity securities Total
Consolidated Separate Consolidated Separate financial statements financial statements financial statements financial statements 2017 2016 2017 2017 20162016 2017 2016 (in thousand Baht)
619 3,452 4,071
32,077 3,418 35,495
-
619 619
32,077 32,077
207,624 207,624 211,695
207,624 207,624 243,119
207,620 207,620 208,239
207,620 207,620 239,697
Movements during the years ended 31 December 2017 and 2016 of marketable equity securities were as follows:
Current investments Available for sale securities At 1 January Sale during the year Valuation adjustment At 31 December Other debt securities At 1 January Interest received At 31 December
Consolidated Separate Consolidated Separate financial statements financial statements financial statements financial statements 2017 2016 2017 2016 2017 2016 2017 2016 (in thousand Baht)
32,077 (31,644) 186 619
31,676 401 32,077
3,418 34 3,452
3,379 39 3,418
36
166
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
32,077 (31,644) 186 619 -
31,676 401 32,077 -
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
167
2
2
1 2 2
1
2017 2017 2017
Cost Cost
37 37
20 percent or more because the Company has no representation on the board of directors. Therefore the Company cannot participate in the consideration of The Company does not policies have significant influence on investments which classified as other investments, although the company's voting rights in investee from operation and financial of the investee. operation and financial policies of the investee. Company does not have significant influence investmentson which classified as other investments, thecannot company's voting in rights investee from 20 percent or more because the Company has no on representation the board of directors. Therefore thealthough Company participate the in consideration of The operation result is not significant. The operation result is not significant. operation policies the investee. percentand or financial more because theofCompany has no representation on the board of directors. Therefore the Company cannot participate in the consideration of 20 operation and financial policies of the investee. The operation result is not significant. The operation result is not significant. 37 37
Paid-up capital Paid-up capital 2017 2016 2017 2016 2017 2016 Paid-up capital 2017 2016 Paid-up capital 500,000 500,000 2017 2016 500,000 500,000 125,000 125,000 125,000 125,000 700,000 700,000 500,000 500,000 700,000 700,000 538,890 538,890 125,000 125,000 500,000 500,000 538,890 538,890 170,000 170,000 700,000 700,000 125,000 125,000 170,000 170,000 1,175,000 1,175,000 538,890 538,890 700,000 700,000 1,175,000 1,175,000 170,000 170,000 538,890 538,890 1,175,000 1,175,000 170,000 170,000 1,175,000 1,175,000
Impairment Cost - net of impairment Dividend income Consolidated financial statements Cost - net of impairment Dividend income 2016 2017Impairment 2016 2017 2016 2017 2016 2016 2017 2016 2017 2016 2017 2016 Consolidated financial 2016 2017 statements2016 2017 2016 2017 2016 (in thousand Baht) Cost Impairment Cost - net of impairment Dividend income (in thousand Baht) Siam Retail Development 2017 Cost 2016 2017Impairment 2016 2017 2016 2017 income 2016 Cost - net of impairment Dividend Siam Retail1 Development Co., Ltd.1 120,000 120,000 120,000 120,000 (in thousand2017 Baht) 2017 2016 2016 2017 2016 2017 2016 Co., Ltd. 120,000 120,000 120,000 120,000 Square Ritz Development Plaza Co., Ltd.22 30,000 30,000 30,000 30,000 Siam Retail (in thousand Baht) Square Ritz1 Plaza Co., Ltd. 30,000 30,000 30,000 30,000 Seacon Bangkae Co., Ltd. 117,503 117,503 (117,500) (117,500) 3 3 Co.,Retail Ltd. 120,000 120,000 120,000 120,000 Siam Development Seacon Bangkae Co., Ltd. 2 117,503 117,503 (117,500) (117,500) 3 3 1 Plaza Rangsit Plaza Co.,Co., Ltd.Ltd. 52,500 52,500 52,500 52,500 1,061 Square Ritz 30,000 30,000 30,000 30,000 Co., Ltd. 120,000 120,000 120,000 120,000 --Rangsit Plaza Co., Ltd. 52,500 52,500 52,500 52,500 1,061 2 Samakeesan (Dokya) Co., Ltd. 12,713 12,713 (12,713) (12,713) - 3 - 3 Seacon Ritz Bangkae Co., Ltd. 117,503 117,503 (117,500) (117,500) Square Plaza Co., Ltd. 30,000 30,000 30,000 30,000 --Samakeesan (Dokya) Co., Ltd. 12,713 12,713 (12,713) (12,713) Central Family Mart Co., Ltd. 22,840 22,840 (17,720) (17,720) 5,120 5,120 Rangsit Bangkae Plaza Co., Ltd. 52,500 52,500 52,500 52,500 1,061 Seacon Co., Ltd. 117,503 117,503 (117,500) (117,500) 3 3 --Central Family Mart Co., Ltd. 22,840 22,840 (17,720) (17,720) 5,120 5,120 Total 355,556 355,556 (147,933) (147,933) 207,623 207,623 Samakeesan (Dokya) Co., Ltd. 12,713 12,713 (12,713) (12,713) Rangsit Plaza Co., Ltd. 52,500 52,500 52,500 52,500 1,061 -Total 355,556 355,556 (147,933) (147,933) 207,623 207,623 1,061 Central Family Mart Co., 22,840 22,840 (17,720) (17,720) 5,120 5,120 Samakeesan (Dokya) Co.,Ltd. Ltd. 12,713 12,713 (12,713) (12,713) Total Family Mart Co., Ltd. 355,556 355,556 (147,933) 207,623 207,623 1,061 Central 22,840 22,840 (17,720) (17,720) 5,120 5,120 Separate financial statements(147,933) Separate financial statements Total 355,556 355,556 (147,933) (147,933) 207,623 207,623 1,061 Ownership Ownership Separate financial statements interest Paid-up capital Cost Impairment Cost net of impairment Dividend income Separate financial statements interest Paid-up capital Cost Impairment Cost - net of impairment Dividend income 2017 2016 2017 2016 2017 Cost 2016 2017Impairment 2016 2017- net of impairment 2016 2017 2016 Ownership interest Paid-up capital Cost Dividend income Ownership Separate financial 2017 2016 2017 2016 2017 2016 2017 statements 2016 2017 2016 2017 2016 (%) (in thousand Baht) interest 2016 Paid-up capital Cost - net of impairment Dividend income Ownership 2017 2017 2016 2017 Cost 2016 2017 Impairment 2016 2017 2016 2017 2016 (%) (in thousand Baht) Siam Retail Development 2017 2016 2017 2016 2017 Cost 2016 2017 Impairment2016 2017- net of impairment 2016 2017 2016 interest Paid-up capital Cost Dividend income Siam Retail1 Development Co., Ltd.1 24.00 24.00 500,000 500,000 120,000 120,000 120,000 120,000 (%) 2016 (in thousand Baht) 2017 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Co., Ltd. 24.00 24.00 500,000 500,000 120,000 120,000 120,000 120,000 2 Square Ritz Plaza Co., Ltd. 24.00 24.00 125,000 125,000 30,000 30,000 30,000 30,000 Siam Retail Development 2 (%) 24.00 (in thousand Baht) Square Ritz1 Plaza Co., Ltd. 24.00 125,000 125,000 30,000 30,000 30,000 30,000 Rangsit Plaza Co., Ltd. 6.56 6.56 538,890 538,890 52,500 52,500 52,500 52,500 1,061 Co.,Retail Ltd. Development 24.00 24.00 500,000 500,000 120,000 120,000 120,000 120,000 Siam Rangsit Plaza Co., Ltd. 6.56 6.56 538,890 538,890 52,500 52,500 52,500 52,500 1,061 2 1 Samakeesan (Dokya) Co., Ltd. 4.15 4.15 170,000 170,000 12,713 12,713 (12,713) (12,713) -Square Ritz Plaza Co., Ltd. 125,000 125,000 30,000 30,000 30,000 30,000 Co., Ltd. 24.00 500,000 500,000 120,000 120,000 120,000 120,000 -Samakeesan (Dokya) Co., Ltd. 4.15 24.00 4.15 170,000 170,000 12,713 12,713 (12,713) (12,713) 2 Central Family Mart Co., Ltd. 0.35 0.35 1,175,000 1,175,000 22,840 22,840 (17,720) (17,720) 5,120 5,120 -RangsitRitz Plaza Co.,Co., Ltd.Ltd. 6.56 24.00 6.56 538,890 538,890 52,500 52,500 52,500 52,500 1,061 Square Plaza 24.00 125,000 125,000 30,000 30,000 30,000 30,000 -Central Family Mart Co., Ltd. 0.35 0.35 1,175,000 1,175,000 22,840 22,840 (17,720) (17,720) 5,120 5,120 Total 238,053 238,053 (30,433) (30,433) 207,620 207,620 Samakeesan (Dokya) Co., Ltd. 4.15 4.15 170,000 170,000 12,713 12,713 (12,713) (12,713) Rangsit 6.56 6.56 538,890 538,890 52,500 52,500 52,500 52,500 1,061 -Total Plaza Co., Ltd. 238,053 238,053 (30,433) (30,433) 207,620 207,620 1,061 Central Family Mart Co., 0.35 0.35 1,175,000 1,175,000 22,840 22,840 (17,720) (17,720) 5,120 5,120 Samakeesan (Dokya) Co.,Ltd. Ltd. 4.15 4.15 170,000 170,000 12,713 12,713 (12,713) (12,713) 1 Total 238,053 238,053 (30,433) (30,433) 207,620 207,620 1,061 Central Family Mart Co., Ltd. 0.35 0.35 1,175,000 1,175,000 22,840 22,840 (17,720) (17,720) 5,120 5,120 The Company does not have significant influence on investments which classified as other investments, although the company's voting rights in investee from 1 The Company does not have significant influence on investments which classified as other investments, although the company's voting rights in investee from Total 238,053 238,053 (30,433) (30,433) 207,620 207,620 1,061 20 percent or more because the Company has no representation on the board of directors. Therefore the Company cannot participate in the consideration of
interest interest 2016 2017 2017 2016 Ownership 2017 2016 (%) interest Ownership (%) 2017 2016 interest 24.00 24.00 (%) 2016 2017 24.00 24.00 24.00 24.00 (%) 24.00 24.00 0.0014 24.00 0.0014 24.00 0.0014 0.0014 6.56 24.00 6.56 24.00 6.56 6.56 4.15 0.0014 4.15 0.0014 24.00 24.00 4.15 4.15 0.35 0.35 6.56 0.0014 6.56 0.0014 0.35 0.35 4.15 4.15 6.56 6.56 0.35 0.35 4.15 4.15 0.35 0.35
Notes toyear the financial statements For the ended 31securities December 2017by the cost method as at 31 December 2017 and 2016 and dividend income for the years then ended were as follows: Non-marketable equity recorded Non-marketable equity securities recorded by the cost method as at 31 December 2017 and 2016 and dividend income for the years then ended were as follows: For the year ended 31 December 2017 Non-marketable equity securities recorded by the cost method as at 31 December 2017Consolidated and 2016 and dividend income for the years then ended were as follows: Consolidated financial statements Consolidatedfinancial financialstatements statements Non-marketable equity securities recorded by the cost method as at 31 December 2017 and 2016 and dividend income for the years then ended were as follows: Ownership Ownership interest Paid-up capital Cost Impairment Cost - net of impairment Dividend income Ownership
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company (Formerly: Robinson Department Store Public Company Limited) Limited) Robinson Public Company Limited and its Subsidiaries Notes to the financial statements Notes to the financial statements Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) For the year ended 31 December 2017 For the year ended 31 December 2017 (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements
Notes to the financial statements
Robinson Public Company Limited and its Subsidiaries Robinson Public Company Limited and Subsidiaries (Formerly: Robinson Department Public Company Limited) Robinson Public Company LimitedStore andits its Subsidiaries Robinson Company Limited andPublic its Subsidiaries Notes to thePublic financial statements (Formerly: Robinson Department Store Company Limited) (Formerly: Robinson Department Store Public Company Limited) For the yearfinancial ended 31statements December 2017 Store Public Company Limited) Notes to the (Formerly: Robinson Department Notes to the financial statements For thetoyear 31 December 2017 Notes the ended financial For the year ended 31statements December 2017 7 the Trade For yearaccounts ended 31receivable December 2017 7 Trade accounts receivable 7 Trade accounts receivable 7 Trade accounts receivable Note
Consolidated Separate Consolidated Separate financial statements financial statements financial statements financial statements Consolidated Separate 2017 2016 2017 2016 Consolidated Separate Note 2017Consolidated 2016 2017 Separate 2016 financial statements financial statements financial statements financial statements (in thousand Baht) Note 2017 2016 2017 2016 financial statements financial statements Note 2017 2016 2017 2016 (in thousand Baht) Note 2017 2016 2017 2016 (in thousand Baht) Related parties 4 268,994 351,153 289,942 350,587 (in thousand Baht) Other parties 759,787 740,825 616,216 595,073 Related parties 4 268,994 351,153 289,942 350,587 Related parties 4 268,994 351,153 289,942 350,587 1,028,781 1,091,978 906,158 945,660 Other parties 759,787 740,825 616,216 595,073 Related parties 4 268,994 351,153 289,942 350,587 Other parties 759,787 740,825 616,216 595,073 Less allowance for 1,028,781 1,091,978 906,158 945,660 Other parties 759,787 740,825 616,216 595,073 1,028,781 1,091,978 906,158 945,660 doubtfulfor accounts (31,826) (31,714) (28,934) (27,782) Less allowance 1,028,781 1,091,978 906,158 945,660 Less allowance for Net 996,955 1,060,264 877,224 917,878 doubtful accounts (31,826) (31,714) (28,934) (27,782) Less allowance doubtfulfor accounts (31,826) (31,714) (28,934) (27,782) Net 996,955 1,060,264 877,224 917,878 doubtful accounts (31,826) (31,714) (28,934) (27,782) Net 996,955 1,060,264 877,224 917,878 Bad Net and doubtful debts expenses 996,955 1,060,264 877,224 917,878 thedoubtful year debts expenses 1,271 11,116 2,076 9,720 Badforand Bad and doubtful debts expenses for the year 1,271 11,116 2,076 9,720 Bad doubtful expenses forand the year fordebts 1,271 11,116 2,076 9,720 Aging analyses trade accounts receivable were as follows: for the year 1,271 11,116 2,076 9,720 Aging analyses for trade accounts receivable were as follows: Aging analyses for trade accounts receivableConsolidated were as follows: Separate Aging analyses for trade accounts receivable were as follows: Consolidated Separate financial statements financial statements Consolidated Separate Consolidated Separate financial statements financial statements 2017Consolidated 2016 2017 Separate 2016 financial statements financial statements financial statements financial statements 2017 2016 2017 2016 (in thousand Baht) Related parties 2017 2016 2017 2016 financial statements financial statements 2017 2016 2017 2016 (in thousand Baht) Related parties 2017 2016 2017 2016 (in thousand Baht) Related parties Within terms 235,703 326,760 236,156 309,956 (in thousand Baht) Relatedcredit parties Overdue: Within credit terms 235,703 326,760 236,156 309,956 Within credit1 terms 235,703 326,760 236,156 309,956 Less than month 19,025 14,004 25,789 20,309 Overdue: Within credit terms 235,703 326,760 236,156 309,956 Overdue: 1-3 months 2,317 1,417 5,225 5,387 Less than 1 month 19,025 14,004 25,789 20,309 Overdue: Less than 1 month 19,025 14,004 25,789 20,309 3-12 months 10,766 5,880 20,321 10,817 1-3 months 2,317 1,417 5,225 5,387 Less than 1 month 19,025 14,004 25,789 20,309 1-3 months 2,317 1,417 5,225 5,387 Over 12 months 1,183 ,, 3,092 2,451 4,118 3-12 months 10,766 5,880 20,321 10,817 1-3 months 2,317 1,417 5,225 5,387 3-12 months 10,766 5,880 20,321 10,817 268,994 351,153 289,942 350,587 Over 12 months 1,183 ,, 3,092 2,451 4,118 3-12 months 10,766 5,880 20,321 10,817 Over 12 months 1,183 ,, 3,092 2,451 4,118 Less allowance for 268,994 351,153 289,942 350,587 Over 12 months 1,183 ,, 3,092 2,451 4,118 268,994 351,153 289,942 350,587 doubtfulfor accounts Less allowance 268,994 351,153 289,942 350,587 Less allowance for Net 268,994 351,153 289,942 350,587 doubtful accounts Less allowance doubtfulfor accounts Net 268,994 351,153 289,942 350,587 doubtful accounts Net 268,994 351,153 289,942 350,587 Other Net parties 268,994 351,153 289,942 350,587 Withinparties credit terms 443,297 512,063 344,443 402,868 Other Other parties Overdue: Within credit terms 443,297 512,063 344,443 402,868 Other parties Within credit1 terms 443,297 512,063 344,443 402,868 Less than month 213,904 142,294 177,728 115,955 Overdue: Within credit terms 443,297 512,063 344,443 402,868 Overdue: 1-3 months 58,953 45,858 54,169 40,868 Less than 1 month 213,904 142,294 177,728 115,955 Overdue: Less than 1 month 213,904 142,294 177,728 115,955 3-12 months 30,105 28,765 27,626 24,656 1-3 months 58,953 45,858 54,169 40,868 Less than 1 month 213,904 142,294 177,728 115,955 1-3 months 58,953 45,858 54,169 40,868 Over 12 months 13,528 11,845 12,250 10,726 3-12 months 30,105 28,765 27,626 24,656 1-3 58,953 45,858 54,169 40,868 3-12months months 30,105 28,765 27,626 24,656 759,787 740,825 616,216 595,073 Over 12 months 13,528 11,845 12,250 10,726 3-12 months 30,105 28,765 27,626 24,656 Over 12 months 13,528 11,845 12,250 10,726 Less allowance for 759,787 740,825 616,216 595,073 Over 12 months 13,528 11,845 12,250 10,726 759,787 740,825 616,216 595,073 doubtfulfor accounts (31,826) (31,714) (28,934) (27,782) Less allowance 759,787 740,825 616,216 595,073 Less allowance for Net 727,961 709,111 587,282 567,291 doubtful accounts (31,826) (31,714) (28,934) (27,782) Less allowance doubtfulfor accounts (31,826) (31,714) (28,934) (27,782) Net 727,961 709,111 587,282 567,291 doubtful accounts (31,826) (31,714) (28,934) (27,782) Net 727,961 709,111 587,282 567,291 Total 996,955 1,060,264 877,224 917,878 Net 727,961 709,111 587,282 567,291 Total 996,955 1,060,264 877,224 917,878 Total 996,955 1,060,264 877,224 917,878 The normal credit term granted by the Group ranges from 30 days to 60 days. Total 996,955 1,060,264 877,224 917,878 The normal credit term granted by the Group ranges from 30 days to 60 days. The normal credit term granted by the Group ranges from 30 days to 60 days. The normal credit term granted by the Group ranges from 30 days to 60 days.
168
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
38 38 38 38
Robinson Public Company Limited and its Subsidiaries Robinson Company LimitedStore and its Subsidiaries (Formerly:Public Robinson Department Public Company Limited) Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements (Formerly: Robinson Department Store Public Company Limited) Notes toyear the financial For the ended 31statements December 2017 Notes toyear the financial For the ended 31statements December 2017 For the year ended 31 December 2017 8 Other current receivables 8 Other current receivables 8 Other current receivables
9 9 9
10 10 10
Value added tax receivable Value added tax receivable Prepaid expenses Value tax receivable Advance payments Prepaidadded expenses Prepaid Advanceexpenses payments Others Advance Others payments Others Less allowance for doubtful for accounts Less allowance Less doubtful for accounts Net allowance Net doubtful accounts Net Bad and doubtful debts expenses (reversal) for thedebts year expenses Bad and doubtful Bad and doubtful (reversal) for thedebts year expenses (reversal) for the year Inventories
Inventories Inventories
Merchandise Less allowance for shortage, Merchandise Merchandise damaged,for obsolete and Less allowance shortage, Less allowance for shortage, damaged, obsolete and slow-moving inventories obsolete and slow-moving inventories Net damaged, Net slow-moving inventories Net Inventories recognized as an expense in ‘cost of recognized sales of goods’: Inventories as an expense Inventories as an expense in sales of goods’: - ‘cost Cost of recognized in of goods’: Inventories recognized as an expense - ‘cost Cost of sales - ‘administrative Cost recognized Inventories as an expense in expense’: Inventories recognized as an expense - ‘administrative Write-down forexpense’: obsolescence and in in ‘administrative expense’: - Write-down for obsolescence slow-moving inventories and - Write-down obsolescence for shrinkage andand slow-moving inventories slow-moving inventories damage inventory - Write-down for shrinkage and - Write-down for shrinkage and damage inventory damagein inventory Investments associates
Investments in associates Investments in associates
At 1 January Share of net profits of equity At 1 January At 1 January Share of net associates profits of equity accounted Share of net profits ofdifferences equity Currency translation accounted associates accounted associates Currency translation differences At 31 December Currency translation differences At 31 December At 31 December
Consolidated Consolidated financial statements financial statements Consolidated 20172017 2016 Consolidated 2016 financial statements
Separate Separate financial statements financial statements Separate 2017 2016 Separate 2017 2016 financial statements
financial statements financial statements 2017 2016 2017 2016 (in thousand Baht) 2017 2016 2017 2016 44,588 47,469 (in thousand Baht) (in thousand Baht) 44,588 47,469 115,536 115,186 80,251 66,660 44,588 47,469 28,572 19,847 23,181 15,690 115,536 115,186 80,251 66,660 115,536 115,186 80,251 66,660 28,572 19,847 23,181 15,690 177,862 100,872 130,401 72,012 28,572 19,847 23,181 15,690 177,862 100,872 130,401 72,012 366,558 283,374 233,833 154,362 177,862 100,872 130,401 72,012 366,558 283,374 233,833 154,362 366,558 283,374 233,833 154,362 (59) (26,025) (58) (21,230) (59) (26,025) (58) (21,230) 366,499 257,349 233,775 133,132 (59) (26,025) (58) (21,230) 366,499 257,349 233,775 133,132 366,499 257,349 233,775 133,132 (25,966) 20,589 (21,172) 20,656 (25,966) 20,589 (21,172) 20,656 (25,966) 20,589 (21,172) 20,656
Consolidated Separate Consolidated Separate financial statements financial statements Consolidated Separate financial statements financial statements Consolidated Separate 2017 2016 2017 2016 financial statements financial statements 2017 2016 2017 2016 financial statements financial statements (in thousand Baht) 2017 2016 2017 2016 2017 2,112,829 2,112,829 2,112,829 (84,808) (84,808) 2,028,021 (84,808) 2,028,021 2,028,021
21,536,079 21,536,079 21,536,079 19,559 19,559 19,559 17,387 17,387 17,387
2016 2017 (in thousand 1,724,190 Baht) 2,034,281 (in thousand 1,724,190 Baht) 2,034,281 2,034,281 1,724,190 (63,768) (66,299) (63,768) (66,299) 1,970,513 1,657,891 (63,768) (66,299) 1,970,513 1,657,891 1,970,513 1,657,891
21,603,333 21,603,333 21,603,333 7,903 7,903 7,903 8,493 8,493 8,493
16,385,125 16,385,125 16,385,125 15,207 15,207 15,207 8,170 8,170 8,170
2016 1,609,262 1,609,262 1,609,262 (51,650) (51,650) 1,557,612 (51,650) 1,557,612 1,557,612
16,250,900 16,250,900 16,250,900 10,495 10,495 10,495 6,486 6,486 6,486
Consolidated Separate Consolidated Separate financial statements financial statements Consolidated Separate Consolidated Separate 2017 2016 2017 2016 financial statements financial statements financial statements financial statements financial statements financial statements (in thousand Baht) 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 (in thousand Baht) 2,528,981 1,958,986 377,818 377,818 (in thousand Baht) 2,528,981 1,958,986 377,818 377,818 2,528,981 1,958,986 377,818 377,818 507,244 580,410 (21,496) (10,415) 507,244 580,410 507,244 580,410 (21,496) (10,415) 3,014,729 2,528,981 377,818 377,818 (21,496) (10,415) 3,014,729 2,528,981 377,818 377,818 3,014,729 2,528,981 377,818 377,818 39 39 39 ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
169
170
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Total
Type of Type of business business
Retail
Type of
Country of
Thailand
40.00
40.00
370,000
370,000
153,818 153,818 1,537,515 Separate financial statements Separate financial statements Separate financial statements 377,818 377,818 3,014,729
Ownership interest Paid-up capital Cost CountryType of of Country of incorporation Ownership interest Paid-up capital Cost Equity business incorporation incorporation business Ownership incorporation interest Ownership interest Paid-up capital Paid-up capital Cost Cost Equity Consolidated financial 2017 2016 2016 2017 2016 2017 2017 2016 2016 2017 statements 2017 2016 2017 2017 2016 2017 2017 2016 2016 2017 2016 2017 2017 2016 2017 2016 Country of (%) (in thousand Baht) (%) interest (%) Paid-up capital (in thousand Baht) (in thousand Baht) incorporation Ownership Thailand 40.00 40.00 560,000 560,000 224,000 Cost 224,000 1,477,214Equity Thailand Retail 2017 40.00 Thailand2016 40.00 40.00 2017 560,000 40.00 560,000 224,000 560,000 224,000 224,000 1,477,214 224,000 2016 2017 2016 2017 Thailand 40.00 40.00 370,000 370,000 153,818 153,818 1,537,515 Thailand Retail 40.00 Thailand 370,000 40.00 370,000 153,818 370,000 153,818 153,818 1,537,515 153,818 (%) 40.00 40.00 (in thousand Baht) 377,818 377,818 3,014,729 Thailand 40.00 40.00 560,000 560,000 224,000 224,000 1,477,214 377,818 377,818 377,818 3,014,729 377,818
Consolidated financial statements financial statements Consolidated Consolidated financial Consolidated statements financial statements Equity
1,260,118
1,268,863 1,477,214 1,268,863 2016 1,260,118 1,537,515 1,260,118 2,528,981 1,268,863 3,014,729 2,528,981
2017 2016
2017 2016
Equity
Notes to the financial statements
2,528,981
1,260,118
1,268,863
2016
2016
40
40 40
40
377,818
377,818
-
-
377,818
377,818
2,528,981 Country of CountryType of of Country of incorporation Ownership interest Paid-up capital Cost Impairment At cost - net Separate Separate financial statements statements incorporation business Ownership incorporation interest Ownership Paid-up interest capital Paid-up capital Costfinancial Cost Impairment Impairment At cost - net At cost - net 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Type of Country of Type of Country of Ownership interest Paid-up Impairment 20162017 At cost - net 2016 2017 2016 2017 2017 2016 capital 2016 2017 2017 2016 Cost 2016 2017 2017 2016 2017 2016 2017 business incorporation (%) (in thousand Baht) Associates incorporation Ownership interest Paid-up capital Cost Impairment At cost net (%) (%) (in thousand Baht) (in thousand Baht) Associates Associates business 2017 2016 2017 2016 2017 2016 20172016 2017 2016 Power Buy Co., Ltd. Retail Thailand 40.00 40.00 560,000 560,000 224,000 224,000 224,000 224,000 2017 40.00 560,000 2016560,000 2017 2016 2017 2016 20172016 Power Buy Co., Ltd. Power Buy Co., Retail Ltd. Thailand Retail 2017 40.00 Thailand 2016 40.0040.00 560,000 224,000 560,000 224,000 224,000 224,000 - 224,000 224,000 224,000 CRC Sports Co., Ltd. Retail Thailand 40.00 40.00 370,000 370,000 153,818 153,818 153,818 153,818 CRC Sports Co., Ltd. CRC Sports Co., Retail Ltd. Thailand Retail 40.00 Thailand 40.00 40.00 370,000 40.00 370,000 370,000 153,818 370,000 153,818 153,818 153,818 153,818 153,818 153,818 (%) (in thousand Baht) Associates Total 377,818 377,818 377,818 377,818 Total Total 377,818 377,818 377,818 377,818 377,818 377,818 377,818 Power Buy Co., Ltd. Retail Thailand 40.00 40.00 560,000 560,000 224,000 224,000 224,000 224,000 CRC Sports Co., Ltd. Retail Thailand 40.00 40.00 370,000 370,000 153,818 153,818 153,818 153,818
Total
CRC Sports Co., Ltd.
Type of Associates Associates Associates business Power Buy Co., Ltd. Retail Power Buy Co., Ltd. Power Buy Co., Retail Ltd. CRC Sports Co., Ltd. Retail CRC Sports Co., Ltd.CRC Sports Co., Retail Ltd. Associates Total Power Retail Total Buy Co., Ltd. Total
Type of business business
Investments in associatesType as at of 31 December Country of 2017 and 2016 were as follows:
Investments in associates as at 31 December 2017 and 2016 were as follows: For the year 31 as December 2017 Investments in ended associates Investments in at associates 31 December as at2017 31 December and 2016 were 2017 as andfollows: 2016 were as follows:
Notes to the financial statements
(Formerly: Robinson Department Store Public Company Limited) (Formerly: (Formerly: Robinson Department Robinson Department Store PublicStore Company PublicLimited) Company Limited) Notes to thePublic financial statementsLimited and its Subsidiaries Robinson Company Notes to the financial Notes to statements the financial statements For the year ended 31 December 2017 Store Public Company Limited) (Formerly: Robinson Department For the year ended For the 31year December ended 31 2017 December 2017
Robinson Public Company Limited and its Subsidiaries (Formerly:Public Robinson Department Public Company Limited) Robinson Company LimitedStore and its Subsidiaries Notes to the financial statements (Formerly: Robinson Department Store Public Company Limited) Robinson Company and its Subsidiaries For the yearPublic ended 31 DecemberLimited 2017 Notes to the financial statements (Formerly: Robinson Department Store Public Company Limited)
For the ended 31statements December 2017 Notes toyear theoffinancial None the Company’s equity securities recorded by equity method are publicly listed and consequently do 31 notDecember have published price quotations. For the year ended 2017
None of the Company’s equity securities recorded by equity method are publicly listed and consequently dotable not have published price quotations. The following summarizes financial information the associates their own None of the Company’s equitythesecurities recorded by ofequity method as areincluded publiclyinlisted and financial statements, adjusted for fair value adjustments at acquisition and differences in accounting consequently do not have published price quotations. The following tablealso summarizes information the associates ascarrying includedamount in theirofown policies. The table reconcilesthe thefinancial summarized financialof information to the the financial statements, adjusted for fair value adjustments at acquisition and differences in accounting Group’s interesttable in these companies. The following summarizes the financial information of the associates as included in their own policies. The table also reconciles the summarized financial information to the carrying amount of the financial statements, adjusted for fair value adjustments at acquisition and differences in accounting Group’s interest in these companies. Power Buy Co., Ltd. CRC Sports Co.,ofLtd. policies. The table also reconciles the summarized financial information to the carrying amount the Power Buy Co., Ltd. CRC Sports Co., Ltd. 2017 2016 2017 2016 Group’s interest in these companies. Power Buy Co.,2016 Ltd. CRC Sports Co.,2016 Ltd. 2017 2017 (in thousand Baht) 2017 2016 2017 2016 Power Buy Co., Ltd. CRC Sports Co., Ltd. Revenue 18,445,904 17,274,791 9,176,379 9,087,554 (in thousand Baht) 2017 2016 2017 2016 Profit from continuing operations 520,877 628,476 639,493 796,512 Revenue 18,445,904 17,274,791 9,176,379 9,087,554 (in thousand Baht) Other comprehensive income Profit from continuing operations 520,877 628,476 639,493 796,512 Revenue 18,445,904 17,274,791 9,176,379 9,087,554 Total comprehensive income 520,877 628,476 693,493 796,512 Other comprehensive income Profit from continuing operations 520,877 628,476 639,493 796,512 Total comprehensive income 520,877 628,476 693,493 796,512 Other comprehensive income Attributable to investee’s shareholders 520,877 628,476 693,493 796,512 Total comprehensive income 520,877 628,476 693,493 796,512 Attributable to investee’s shareholders 520,877 628,476 693,493 796,512 Current assets 4,953,520 4,313,036 4,122,033 3,550,736 Attributable investee’s shareholders 520,877 628,476 693,493 796,512 Non-current to assets 6,974,085 6,592,926 954,930 823,267 Current assets 4,953,520 4,313,036 4,122,033 3,550,736 Current liabilities (4,402,799) (3,906,104) (1,217,469) (1,209,863) Non-current assets 6,974,085 6,592,926 954,930 823,267 Current assets 4,953,520 4,313,036 4,122,033 3,550,736 Non-current liabilities (3,831,772) (3,827,701) (15,706) (13,845) Current liabilities (4,402,799) (3,906,104) (1,217,469) (1,209,863) Non-current assets 6,974,085 6,592,926 954,930 823,267 Net assets 3,693,034 3,172,157 3,843,788 3,150,295 Non-current liabilities (3,831,772) (3,827,701) (15,706) (13,845) Current liabilities (4,402,799) (3,906,104) (1,217,469) (1,209,863) Net assets liabilities 3,693,034 3,172,157 3,843,788 3,150,295 Non-current (3,831,772) (3,827,701) (15,706) (13,845) Attributable to investee’s shareholders 3,693,034 3,172,157 3,843,788 3,150,295 Net assets 3,693,034 3,172,157 3,843,788 3,150,295 Attributable to investee’s shareholders 3,693,034 3,172,157 3,843,788 3,150,295 Group’s interest in net assets of investee at 1 Januaryto investee’s shareholders 1,268,863 1,017,473 1,260,118 941,513 Attributable 3,693,034 3,172,157 3,843,788 3,150,295 Group’s interest in net assets of investee Total comprehensive income attributable at January 1,268,863 1,017,473 1,260,118 941,513 to 1the Group 208,351 251,390 277,397 318,605 Group’s interest in net assets of investee Total comprehensive income attributable Carrying amount of interest in investee at 1 January 1,268,863 1,017,473 1,260,118 941,513 to the Group 208,351 251,390 277,397 318,605 at 31comprehensive December income attributable 1,477,214 1,268,863 1,537,515 1,260,118 Total Carrying amount of interest in investee to the Group 208,351 251,390 277,397 318,605 at 31 December 1,477,214 1,268,863 1,537,515 1,260,118 Guaranteeamount loan issuance Carrying of interest in investee at 31 December 1,477,214 1,268,863 1,537,515 1,260,118 Guarantee loan issuance In December 2014, the Board of Directors of the Company approved the issuance of a corporate guarantee in respect of a loan to Power Buy Co., Ltd. with the Hongkong and Shanghai Banking Guarantee loan issuance In DecemberLimited. 2014, the Board of Directors of the Company approved the issuance of a corporate Corporation guarantee in respect of a loan to Power Co., of Ltd. with the million, Hongkong and Shanghai Banking The Company has guaranteed of the Buy total Baht 3,795 Baht In December 2014, the Board40% of Directors ofloan the Company approved theamounting issuance to of totaled a corporate Corporation Limited. 1,518 million. On 7 January 2015, the Company signed joint guarantee which Banking maturity guarantee in respect of a loan to Power Buy Co., Ltd.the with theobligation Hongkong and Shanghai The Company has guaranteed 40% of the total loan of Baht 3,795 million, amounting to totaled Baht in January 2018. Corporation Limited. 1,518 million. On 7 January 2015, the Company signed the joint obligation guarantee which maturity The Company has guaranteed 40% of the total loan of Baht 3,795 million, amounting to totaled Baht in January 2018. In December the Board of Directors of the Company approved theguarantee issuance which of a corporate 1,518 million. 2017, On 7 January 2015, the Company signed the joint obligation maturity guarantee in respect of a loan to Power Buy Co., Ltd. with Bank of Ayudhya Public Company in January 2018. In December the has Board of Directors the issuance a corporate Limited. The 2017, Company guaranteed 40%ofofthe the Company total loanapproved of Baht 3,795 million,ofamounting to guarantee in respect of a loan to Power Buy Co., Ltd. with Bank of Ayudhya Public Company totaled Baht 1,518 On 17 January 2018, theCompany Companyapproved signed the obligation In December 2017,million. the Board of Directors of the thejoint issuance of a guarantee corporate Limited. The Company has guaranteed 40% of the total loan of Baht 3,795 million, amounting to which maturity in January guarantee in respect of a 2021. loan to Power Buy Co., Ltd. with Bank of Ayudhya Public Company totaled Baht 1,518 million. On 17 January 2018, the Company signed the joint obligation guarantee Limited. The Company has guaranteed 40% of the total loan of Baht 3,795 million, amounting to which maturity in January 2021. totaled Baht 1,518 million. On 17 January 2018, the Company signed the joint obligation guarantee which maturity in January 2021.
41 41 41
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
171
Robinson Public Company Limited and its Subsidiaries Robinson Public Company and Subsidiaries (Formerly: Robinson Store Public Limited) Robinson PublicDepartment Company Limited Limited and its itsCompany Subsidiaries Robinson Department Store Public Company Notes (Formerly: to the financial statements (Formerly: Robinson Department Store Public Company Limited) Limited)
Notes to the financial statements
Notes the financial statements For the yearto ended 31 December 2017 Notes to the financial statements For the year ended 31 December 2017 For the year ended 31 December 2017 11 Investments in subsidiaries 11 Investments in subsidiaries 11 Investments in subsidiaries
SeparateSeparate financial financial statements Separate statements Separate 2017 financial 2016 statements 2017 2016 financial statements 2017 (in thousand Baht) 2016 2017 2016 4,144,049 (in thousand 3,967,599 Baht) (in thousand Baht) 3,967,599 - 4,144,049 176,450 4,144,049 3,967,599 4,144,049 - 4,144,049176,450 176,450 4,144,049 4,144,049 4,144,049 4,144,049
At 1 January At 1 January Addition At 1 January Addition At 31 December Addition At 31 December At 31 December Increasing share capital in subsidiary Increasing share capital in subsidiary Increasing share capital in subsidiary On 6 July 2016, the Company paid for the increasing in share capital of ROBINSON DEPARTMENT 6 July 2016,JOINT the Company for the increasing share capital ofshares, ROBINSON STOREOn (VIETNAM) STOCKpaid COMPANY by 11.15inmillion ordinary at a parDEPARTMENT value of On 6 July 2016, the Company paid for the increasing in share capital of ROBINSON DEPARTMENT Vietnam Dong (VIETNAM) 10,000 per share, amounting Vietnam Dong 111.5 billionordinary (equivalent to at Baht 176value of STORE JOINT STOCK to COMPANY by 11.15 million shares, a par STORE (VIETNAM) JOINT STOCK COMPANY by 11.15 million ordinary shares, at a par value of Vietnam Dong 10,000 per share, amounting to Vietnam Dong 111.5 billion (equivalent to Baht 176 million). Vietnam Dong 10,000 per share, amounting to Vietnam Dong 111.5 billion (equivalent to Baht 176 million). million).
42
172
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
42 42
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
173
2017
2017
2016
2016
2016
2017
2016
(in thousand Baht) 2016 2017 2016 (in thousand Baht) 3,201,000 3,201,000 322,800 322,800 3,201,000 3,201,000 Separate financial statements 322,800 322,800 104,850 104,850 Separate financial statements 104,850 Cost 104,850 - Impairment 2017 2016 2017 100,000 Cost 100,000 - Impairment2016 (in thousand Baht) 2017 2016 2017 2016 100,000 100,000 74,850 74,850 (in thousand Baht)3,201,000 3,201,000 --74,850 74,850 322,800 322,800 --999 999 3,201,000 3,201,000 999 999 322,800 322,800 104,850 104,850 --50 50 50 50 104,850 104,850 100,000 100,000 (in thousand Baht)
2017
100,000 74,850
(in thousand Baht) -
-
100,000 74,850
store
99.99
Department store 99.99 Department
(%)
99.99 216,500,000
99.99 216,500,000
216,500,000
216,500,000
(in thousand Vietnam Dong)
339,500 4,144,049 339,500 4,144,049
339,500 4,144,049 339,500 4,144,049
-
--
(in thousand Baht)
-
--
339,500 4,144,049 339,500 4,144,049
Apart from R-Trading (L) BHD. which is incorporated in the British Virgin Islands and ROBINSON DEPARTMENT STORE (VIETNAM) JOINT STOCK COMPANY which is incorporated in Vietnam, all subsidiaries are incorporated in43Thailand. Apart from R-Trading (L) BHD. which is incorporated in the British Virgin Islands and ROBINSON DEPARTMENT STORE (VIETNAM) JOINT STOCK COMPANY which is incorporated in Vietnam, all subsidiaries are incorporated in43Thailand.
Total
ROBINSON DEPARTMENT STORE (VIETNAM) JOINT ROBINSON DEPARTMENT STOCK COMPANY STORE (VIETNAM) JOINT Total STOCK COMPANY
2016
339,500 4,144,049 339,500 4,144,049
50
100,000 74,850
3,201,000 3,201,000 322,800 322,800 3,201,000 3,201,000 322,800 322,800 104,850 104,850 At cost- net 104,850 104,850 2017 100,000 100,000 At cost- net 2016 2017 2016 100,000 100,000 74,850 74,850 3,201,000 3,201,000 74,850 74,850 322,800 322,800 999 999 3,201,000 3,201,000 999 999 322,800 322,800 104,850 104,850 50 50 50 50 104,850 104,850 100,000 100,000
2017
2017 At cost- net 2016 2017 2016
339,500 -339,500 339,500 74,850 -74,850 74,850 999 --999 999 339,500 339,500 4,144,049 4,144,049 4,144,049 Cost Impairment At cost- net 339,500 4,144,049 4,144,049 4,144,049 4,144,049 999 999 -999 999 50 50 - STORE (VIETNAM) 50 2016 2017 2016 2017 STOCK 2016 50 and2017 ROBINSON DEPARTMENT JOINT
339,500 74,850 999 339,500 4,144,049
Separate financial statements
100,000 74,850
2017
AtAtcostnet cost- net
R-Trading (L)R-Trading BHD. Investment 99.92 50 50 in Thailand. 50 50 - STORE (VIETNAM) 50 Apart from (L) BHD. which is incorporated in the British Virgin Islands and ROBINSON DEPARTMENT JOINT STOCK COMPANY which is incorporated in Vietnam, all99.92 subsidiaries are incorporated (%) (in thousand Vietnam Dong) (in thousand Baht) COMPANY which is incorporated in Vietnam, all subsidiaries are incorporated in Thailand.
store Department 50.00 50.00 645,600 645,600 Type of Dormant 99.86 99.86 105,000 105,000 store business Ownership interest Paid-up capital company Type of Dormant 99.86 99.86 105,000 105,000 2017 2016 2017Paid-up capital 2016 Rental 99.99 99.99 100,000 100,000 business Ownership interest company (%) 2017 2016 2017 2016 Rental 99.99 99.99 100,000 100,000 Dormant 99.80 (%) 99.80 75,000 75,000 Investment 99.99 3,201,000 company Dormant 99.99 99.80 99.80 3,201,000 75,000 75,000 Department 50.00 50.00 645,600 645,600 Dormant 99.99 99.99 1,000 1,000 company Investment 99.99 99.99 3,201,000 3,201,000 store company Dormant 99.99 99.99 1,000 1,000 Department 50.00 50.00 645,600 645,600 Dormant 99.86 99.86 105,000 105,000 Investment 99.92 99.92 50 50 company store company Investment 99.92 99.92 50 50 Dormant 99.86 99.86 105,000 105,000 Rental 99.99 99.99 100,000 100,000 (%) (in thousand Vietnam Dong) company thousand Vietnam Dong) Rental 99.99 (%) 99.99 (in100,000 100,000 Dormant 99.80 99.80 75,000 75,000 Department company STOCK (VIETNAM) COMPANY store 99.99 99.99 216,500,000 STORE Department Robinson Ratchada Co.,JOINT Ltd. Dormant 99.80 99.80 216,500,000 75,000 75,000 Robinson S.P.V. Co., Ltd. Dormant 99.99 99.99 1,000 1,000 Ownership Type of STOCK COMPANY store 99.99 99.99 216,500,000 216,500,000 Total company Paid-up capital interest business company Total Robinson S.P.V. Co., Ltd. Dormant 99.99 99.99 1,000 1,000 R-Trading (L)R-Trading BHD. Investment 99.92 in the 50 50 2016 2017 2016Islands company Apart from (L) BHD. which 99.92 is2017 incorporated British Virgin
Co., Ltd. CR Rajchaburi (Thailand) Robinson Co., Ltd.Nakarin Co., Ltd. Robinson Nakarin Co., Ltd. Robinson Sukhumvit Co., Ltd.Sukhumvit Robinson Subsidiaries Robinson Co., Ltd.Ratchada Co., Ltd. CR (Thailand) Co., Ltd. Robinson Ratchada Co., Ltd. Subsidiaries CR Rajchaburi (Thailand) Robinson S.P.V. Co., Ltd. CR (Thailand) Co., Ltd. Co., Ltd. Robinson S.P.V. Co., Ltd. CR Rajchaburi (Thailand) Robinson Nakarin Co., Ltd. R-Trading (L) BHD. Co., Ltd. R-Trading (L) BHD. Robinson Nakarin Co., Ltd. Robinson Sukhumvit Co., Ltd.Sukhumvit ROBINSON DEPARTMENT Robinson Robinson Ratchada Co.,JOINT Ltd. STORE (VIETNAM) ROBINSON Co., Ltd. DEPARTMENT
Investment in subsidiaries asInvestment at 31 December 2017 and 2016, were as follows: Subsidiaries CR (Thailand) Co., Ltd. 99.99 99.99 3,201,000 3,201,000 Investment subsidiaries asDepartment at 31 December and 2016, were as follows: Rajchaburiin (Thailand) 50.00 2017 50.00 645,600 645,600 CR (Thailand) Co., Ltd. Investment 99.99 99.99 3,201,000 3,201,000
2017 2016 For the ended 31statements December 2017 Notes toyear the financial 2017 (%) 2016 For the year ended 31 December 2017 (%) Subsidiaries
Robinson Public Company Limited and its Subsidiaries Separatefinancial financial statements Separate statements Type of Separate financial statements (Formerly:Public Robinson Department Store Public Company Limited) Robinson Company Limited and its Subsidiaries Ownership Type of Paid-upcapital capital Cost Impairment business Ownership interest Paid-up Cost Impairment interest business Type of Notes to the financial statements (Formerly: Robinson Department Store Public Company Limited) 2017 2016 2017Paid-up capital2016 2017 2016 2017 Impairment2016 business Ownership interest Cost
Investment in subsidiaries as at 31 December 2017 and 2016, were as follows: Investment in subsidiaries as at 31 December 2017 and 2016, were as follows:
Notes toyear the financial For the ended 31statements December 2017 For the year ended 31 December 2017
Robinson Company LimitedStore and its Subsidiaries (Formerly:Public Robinson Department Public Company Limited) (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements
174
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Robinson Public Company Limited and its Subsidiaries
Non-controlling interests
50.01
50.01
Notes to the financial statements
(10,410) (10,410) - (10,410) (10,410) (5,206) (5,206) 61,349 61,349 (5,334) (5,334)
Profit Profit(loss) (loss) Other income Othercomprehensive comprehensive income Totalcomprehensive comprehensive income Total income
Profit(loss) (loss) allocated allocated to Profit to non-controlling non-controlling interest interest
Cashflows flows from from operating Cash operatingactivities activities Cash flows from investing activities Cash flows from investing activities Cash flows from financing activities (dividends Cash flows from financing activities (dividends to non-controlling interest: nil) to non-controlling interest: nil) Net increase (decrease) in cash and cash Netequivalents increase (decrease) in cash and cash equivalents 44
56,015
56,015
-
834,414 834,414
Revenue Revenue
-
243,297 243,297
272,549 272,549 690,878 690,878 (267,951) (267,951) (208,980) (208,980) 486,496 486,496
Carrying of non-controlling non-controllinginterest interest Carrying amount amount of
Current assets Current assets Non-current assets Non-current assets Current liabilities Current liabilities Non-current liabilities Non-current liabilities Net assets Net assets
Non-controlling interest percentage
44
(188,510)
(188,510)
(131,422)
(131,422)
193,024 193,024 (250,112) (250,112)
69,938 69,938
139,849 139,849 139,849 139,849
1,594,694 1,594,694
167,454 167,454
572,030 110,207 110,207 (343,346) (343,346) (4,050) (4,050) 334,841 334,841
572,030
90,67090,670
627,455 627,455
(3)
631
(3)
155,399 155,399
631 1,038,8371,038,837
12 The Non-controlling interests following table summarizes the information relating to each of the Group’s subsidiaries and indirect subsidiaries that has a material non-controlling interest, before any intra-group The following table summarizeseliminations: the information relating to each of the Group’s subsidiaries and indirect subsidiaries that has a material non-controlling 31 December 2017 interest, before any intra-group eliminations: 3131December 2017 individually DecemberOther 2017 CR Nakorn Si Thammarat CR Phuket immaterial Intra-group Other individually CR Nakorn Si Thammarat CR Phuket Other individually Intra-group Total Total CR Nakorn Si Thammarat CR Phuket immaterial Intra-group (Thailand) Co., Ltd. (Thailand) Co., Ltd. subsidiaries eliminations (Thailand) Co., Ltd. (Thailand) Co., Ltd. immaterial subsidiaries eliminations (Thailand) Co., Ltd. (Thailand) Co., Ltd. (in thousand subsidiaries eliminations Total Baht) (in thousand Baht) Non-controlling interest percentage 50.01 50.01
12
For the year ended 31 December 2017
Notes to the financial statements (Formerly: Robinson Department Store Public Company Limited) For the year ended 31 December Notes to the financial statements 2017
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
175
45
65,794
(84,753)
31,939
(128,920)
21,061
Profit allocated to non-controlling interest
131,563 131,563
-
42,113 42,113
Profit Other comprehensive income Total comprehensive income
1,599,818
160,830 29
774,728
Revenue
163,240
511,111 143,607 (324,492) (3,811) 326,415
227,327 (312,080)
248,502
Carrying amount of non-controlling interest
Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities (dividends to non-controlling interest: nil) Net increase (decrease) in cash and cash equivalents
235,898 704,121 (254,326) (188,788) 496,905
50.01
Current assets Non-current assets Current liabilities Non-current liabilities Net assets
Non-controlling interest percentage
CR Nakorn Si Thammarat
CR Nakorn Thammarat (Thailand)SiCo., Ltd. (Thailand) Co., Ltd.
94,479
624,540
(3)
635
31 2016 31 December December 2017 Other individually CR Phuket Other individually Intra-group CR Phuket immaterial (Thailand) Co., Ltd. immaterial subsidiaries Intra-group eliminations (Thailand) Co., Ltd. subsidiaries eliminations (in thousand Baht) 50.01
(Formerly: Robinson Department Store Public Company Limited)
Notes to the financial statements For the year ended 31 December 2017
181,331
1,036,917
Total
Total
Notes to the financial statements
Robinson Public Company Limited and its Subsidiaries RobinsonPublic Public Company Company Limited Limited and and its its Subsidiaries Robinson Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Limited) (Formerly: Robinson Department Store Public (Formerly: Robinson Department Store Public Company Company Limited) Notes to the financial statements Notes to the financial statements Notes toyear the financial For the ended 31statements December 2017 For the year ended 31 December 2017 For the year ended 31 December 2017 13 Investment properties 13 Investment properties 13 Investment properties
Note
Note Note Note
Consolidated Separate Consolidated Separate Consolidated Separate financial statements financial statements financial statements financial statements Consolidated Separate financial statements financial statements 2017 2016 2017 2016 2017 2016 2017 2016 financial statements financial statements 2017 2016 2017 2016 (in thousand Baht) 2017 2016 2017 2016 (in thousand Baht) (in thousand Baht) 7,560,646 7,170,807 6,760,803 6,413,588 7,560,646 7,170,807 6,760,803 6,413,588 7,560,646 7,170,807 6,760,803 6,413,588 1,027,799 415,082 908,187 370,639 1,027,799 415,082 908,187 370,639 (17,403) (25,243) (16,454) (23,424) 1,027,799 415,082 908,187 370,639 (17,403) (25,243) (16,454) (23,424) (17,403) (25,243) (16,454) (23,424) 8,571,042 7,560,646 7,652,536 6,760,803 8,571,042 7,560,646 7,652,536 6,760,803 8,571,042 7,560,646 7,652,536 6,760,803
Cost Cost At Cost At11January January Transfer from At 1 January Transfer fromproperty, property, plant and 14 Transfer from property, plant andequipment equipment 14 Disposals plant and equipment 14 Disposals Disposals At At31 31December December At 31 December Accumulated Accumulateddepreciation depreciation and and impairment Accumulated depreciation and impairmentlosses losses At 11January 2,422,223 2,013,084 1,948,239 1,551,348 Atimpairment January losses 2,422,223 2,013,084 1,948,239 1,551,348 Depreciation charge for the year 512,423 434,176 463,367 420,269 At 1 January 2,422,223 2,013,084 1,948,239 1,551,348 Depreciation charge for the year 434,176 463,367 420,269 Disposals (17,343) (25,037) (16,397) (23,378) Depreciation 512,423 434,176 463,367 420,269 Disposals charge for the year (25,037) (16,397) (23,378) Disposals (17,343) (25,037) (16,397) (23,378) At 2,917,303 2,422,223 2,395,209 1,948,239 At31 31December December 2,422,223 2,395,209 1,948,239 At 31 December 2,917,303 2,422,223 2,395,209 1,948,239 Net Netbook bookvalue value At 1 January 5,138,423 5,157,723 4,812,564 4,862,240 Net value At 1book January 5,157,723 4,812,564 4,862,240 131 January 5,138,423 5,157,723 4,812,564 4,862,240 At December 5,653,739 5,138,423 5,257,327 4,812,564 At31 December 5,138,423 5,257,327 4,812,564 At 31 December 5,653,739 5,138,423 5,257,327 4,812,564 Investmentproperties properties comprise comprise aa number number of commercial properties Investment properties that that are are leased leasedtotothird thirdparties partiesand and Investment properties comprise number of commercial that are to third parties and landnot notused used operation. As at ata31 31 December value by the management land ininoperation. As December 2017, fair properties value computed computed byleased theGroup’s Group’s management land not used in operation. As at 31 December 2017, fair value computed by the Group’s management was approximately approximately Baht Baht 17,717 17,717 million million (2016: Baht 19,820 was 19,820 million) million) for for consolidated consolidated financial financial was approximately 17,717 million Baht 19,820 million) for consolidated financial statements and Baht BahtBaht 16,570 million million) for financial statements and 16,570 million (2016:(2016: Baht 18,328 million) for separate separate financial statements statements based on on the the Discounted Cash Flow(2016: key assumptions of rates, statements andDiscounted Baht 16,570 million Bahtmethod 18,328 using million) separate financial statements based Cash Flow Analysis using keyfor assumptions of discount discount rates, terminal value growth rates and EBITDA margins in computation of fair value. based on the Discounted Cash Flow Analysis method using key assumptions of discount rates, terminal value growth rates and EBITDA computation of fair value. terminal value growth rates and EBITDA margins in computation of fair value.
46 46 46
176
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
177
14
(in thousand Baht)
(503,189) (503,189) (50,688) (50,688) 8,739,356 8,739,356
5,3505,350 (20,141) (20,141) 661,354 661,354
1,104,502
7,979,313 7,979,313 209,418 209,418 1,104,502
676,145 - 676,145 -
(60,687)
(114,175)
621,345
(173,467) (173,467) (60,687)
24,834 24,834 (114,175)
-
7,380,919 211,203 7,380,919 211,203 621,345
765,486 - 765,486 -
47
(277,575) (277,575) (90,744) (90,744) 5,469,803 5,469,803
- (106,976) (106,976) 257,923 257,923
47
584,691
5,039,197 5,039,197 214,234 214,234 584,691
(53,705)
(112,406) (112,406) (53,705)
353,897
4,683,084 168,327 4,683,084 168,327 353,897
723
343,749 343,749 20,427 20,427 723
(5,364)
(5,364)-
157
324,753 24,203 324,753 24,203 157
-(133,451) (133,451) 1,807,587 1,807,587
68,938
1,680,499 1,680,499 191,601 191,601 68,938
(125,710)
(125,710)
25,915
1,634,482 145,812 1,634,482 145,812 25,915
Consolidated financial Consolidated financialstatements statements Building, Furniture, Consolidated financial statements Furniture, Land structures Information Building fixtures Building, Information Building Building, Furniture, Land and Leasehold fixtures and structures system system and Leasehold and system andfixtures office Land structuresand system Information Building improvements improvements office improvements equipment equipment improvements improvements equipment equipment equipment and Leasehold improvements and system system and office equipment (in thousand Baht) improvements improvements improvements equipment equipment equipment
Property, plant and equipment
Property, plant and equipment
Cost At 1 January 2,395,870 Cost 2016 Additions 79,178 At 1 January 2016 2,395,870 79,178 TransfersAdditions TransfersTransfers from (to) Transfers from (to) investment properties (154,043) Disposals investment properties - (154,043) Disposals At 31 December 2016 and At 31 December 2016 and 1 January 2017 2,321,005 2,321,005 Additions 1 January 2017 254,288 Additions 254,288 Transfers Transfers Transfers from (to) Transfers from (to) investment properties (252,385) investment properties (252,385) DisposalsDisposals At 31 December 2017 2017 2,322,908 At 31 December 2,322,908
14
Notes to the financial statements For the year ended 31 December 2017
Notes to the financial statements (Formerly: Robinson Department Store Public Company Limited) For the year ended 31 December 2017
(Formerly: Robinson Storeand Public Company Limited) Robinson Public Department Company Limited its Subsidiaries
-(305) (305) 4,542 4,542
-
4,745 4,745 102 102 -
- (26) (26)
-
-
4,596 175 4,596 - 175
equipment
Transportation
Transportation equipment equipment Transportation
-(1,394) (1,394) 244,256 244,256
(1,758,854)
412,247 412,247 1,592,257 1,592,257 (1,758,854)
- (643) (643)
-
(1,001,314)
197,801 1,216,403 197,801 1,216,403 (1,001,314)
installation
Assets under Assets under construction Assets under construction and construction and installation and installation
(1,027,799) (1,027,799) (403,699) (403,699) 19,507,729 19,507,729
18,456,900
18,456,900 2,482,327 2,482,327 -
(415,082) (415,082) (360,310) (360,310)
17,386,991
1,845,301 17,386,991 1,845,301 -
Total
Total
Total
178
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Net book value At 1 January 2016 At 31 December 2016 and 1 January 2017 At 31 December 2017
Accumulated depreciation and impairment losses At 1 January 2016 Depreciation charge for the year Impairment losses Disposals At 31 December 2016 and 1 January 2017 Depreciation charge for the year Disposals At 31 December 2017
18,095 11,597
2,320,709 2,322,612
11,848 (20,141) 649,757
658,050
33,312
296
296
33,767 6,257 (114,148)
732,174
Leasehold improvements
Leasehold improvements
2,395,574
-
-
296
and improvements
Land and Land improvements
Notes to the financial statements For the year ended 31 December 2017
4,826,649 5,132,013
4,712,414
503,596 (48,917) 3,607,343
3,152,664
542,250 260 (58,351)
2,668,505
improvements
Building, Building, structures and structures improvements and
48
41,420 35,493
46,088
26,976 (106,875) 222,430
302,329
28,415 116 (4,867)
278,665
1,867,944 1,817,812
2,055,982
570,256 (89,518) 3,651,991
3,171,253
592,550 4,551 (52,950)
2,627,102
equipment equipment (in thousand Baht)
349,398 412,307
366,558
196,499 (132,320) 1,395,280
1,331,101
183,759 128 (120,710)
1,267,924
equipment
215 203
162
114 (305) 4,339
4,530
122 (26)
4,434
Transportation equipment
Transportation equipment
412,247 244,256
197,801
-
-
-
-
Assets under
Assets under construction construction and and installation installation
Total
9,836,677 9,976,293
9,807,891
1,309,289 (398,076) 9,531,436
8,620,223
1,380,863 11,312 (351,052)
7,579,100
Total
Notes to the financial statements
Consolidated financial statements Consolidated financial statements Furniture, Information Building Furniture, fixtures and system system Information Building fixtures office equipment equipment system system and office equipment
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited)
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
179
Cost At 1 January 2016 Additions Transfers Transfers from (to) investment properties Disposals At 31 December 2016 and 1 January 2017 Additions Transfers Transfers from (to) investment properties Disposals At 31 December 2017 6,459,802 159,542 373,621 (159,072) (59,863) 6,774,030 185,161 1,004,115 (436,146) (36,896) 7,490,264
24,679 (114,175) 596,258 3,490 (394) 599,354
(156,235) -
2,243,041 247,863 -
(241,014) 2,249,890
improvement
Building, Building, structures and structures improvements and
685,754 -
Leasehold improvement
Leasehold improvements
2,320,098 79,178 -
and improvement
Land and Land improvements
Notes to the financial statements For the year ended 31 December 2017
49
(99,984) 206,817
286,971 19,107 723
(4,467)
271,373 19,908 157
Information system Information equipment system
(234,517) (31,961) 4,671,773
4,252,641 161,420 524,190
(80,011) (50,420)
4,086,241 101,038 195,793
(91,675) 1,425,465
1,290,680 171,281 55,179
(102,005)
1,270,745 102,070 19,870
Separate financial statements Furniture, Building Furniture, fixtures and system Building fixtures office equipment system and office equipment equipment equipment equipment (in thousand Baht)
Separate financial statements
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited)
(13) 1,289
1,201 101 -
-
1,025 176 -
Transportation equipment
Transportation equipment
(1,394) 242,733
298,778 1,529,556 (1,584,207)
(643)
44,371 844,491 (589,441)
Assets under
Assets under construction construction and and installation installation
(908,187) (262,317) 16,887,585
15,743,600 2,314,489 -
(370,639) (331,573)
15,139,409 1,306,403 -
Total
Total
180
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Net book value At 1 January 2016 At 31 December 2016 and 1 January 2017 At 31 December 2017
Accumulated depreciation and impairment losses At 1 January 2016 Depreciation charge for the year Disposals At 31 December 2016 and 1 January 2017 Depreciation charge for the year Disposals At 31 December 2017
635 456
3,669 (394) 598,898
-
2,243,041 2,249,890
595,623
-
1,588
25,604 (114,147)
-
2,320,098
684,166
Leasehold improvement
Leasehold improvements
-
and improvement
Land and Land improvements
Notes to the financial statements For the year ended 31 December 2017
4,468,938 4,790,347
4,571,662
429,952 (35,127) 2,699,917
2,305,092
474,932 (57,980)
1,888,140
Building, Building, structures and structures improvements and improvement
50
35,764 31,940
41,058
23,651 (99,981) 174,877
251,207
24,863 (3,971)
230,315
1,591,342 1,549,254
1,909,631
491,959 (30,739) 3,122,519
2,661,299
534,414 (49,725)
2,176,610
Separate financial statements
282,190 344,774
323,089
162,980 (90,779) 1,080,691
1,008,490
158,447 (97,613)
947,656
985
122
216 203
162
114 (13) 1,086
-
863
Transportation equipment
Transportation equipment
298,778 242,733
44,371
-
-
-
-
Assets under
Assets under construction construction and and installation installation
Total
Total
8,920,904 9,209,597
9,211,659
1,112,325 (257,033) 7,677,988
6,822,696
1,218,382 (323,436)
5,927,750
Notes to the financial statements
Separate financial statementsFurniture, Information Building Furniture, fixtures and system system Information Building fixtures office equipment equipment system system and office equipment equipment equipment equipment (in thousand Baht)
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited)
Robinson Public Company Limited and its Subsidiaries Robinson Public Company Limited and its Subsidiaries (Formerly:Public Robinson Department Public Company Limited) Robinson Company LimitedStore and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Robinson Public Company Limited and its Subsidiaries Notes to the financial statements (Formerly: Robinson Department Store Public Company Limited) Robinson Public Company Limited and its Subsidiaries Notes to the financial statements (Formerly: Robinson Department For the year ended 31statements December 2017 Store Public Company Limited) Notes to the financial For the ended 31 December 2017 and (Formerly: Robinson Department Store Public Company Limited) Notes toyear thePublic financial statements Robinson Robinson Public Company Company Limited Limited and its its Subsidiaries Subsidiaries For the year ended 31 December 2017 Notes to the financial statements For the ended 31 of December 2017 Theyear gross amount the Group’s fully depreciated plant and equipment that was (Formerly: (Formerly: Robinson Robinson Department Department Store Store Public Public Company Company Limited) Limited) Robinson Public Company Limited and its Subsidiaries Theyear gross amount of the Group’s fully depreciated plant and equipment that was For the ended 31 December 2017 31 December 2017 amounted to Baht 5,331 million (2016: 4,336 million). Notes Notes to the to the financial financial statements statements The gross amount of the Group’s fully depreciated plant Baht and equipment that was 31 December 2017 amounted to Baht 5,331 million (2016: Baht 4,336 million). (Formerly: Robinson Store Publicplant Company Limited) The gross amount of Department the Group’s fully depreciated and equipment that was
still in use as at still in use as at still in use as at still in use as at 31 year December 2017 amounted to 2017 Baht 5,331 million (2016: Baht 4,336 million). For For the the year ended ended 31 December 31 December 2017 Notes The to the financial statements gross amount of the Company Group’s fully depreciated plant and that the fully depreciated plantBaht and equipment equipment that was was still still in in use as at 31 December 2017 amounted to Baht 5,331 million (2016: 4,336 million). The gross amount of the Company fully depreciated plant and equipment that was still in use as at 5,331 4,336 For the ended 31 December 2017 31year December 2017 amounted to Bahtfully 3,798 million (2016: Baht 3,121 million). gross amount of the Company depreciated plant and equipment that was still in use TheThe gross amount of the the Group’s Group’s fully depreciated depreciated plant andBaht and equipment equipment thatthat waswas stillstill in use in as atas at 31 December 2017 amounted to fully Baht 3,798 millionplant (2016: 3,121 million). The gross amount of the Company fully depreciated plant and equipment that was still in use as at 31 December 2017 amounted to Baht 3,798 million (2016: Baht 3,121 million). 31 December 31 December 2017 2017 amounted amounted to Baht to Baht 5,331 5,331 million million (2016: (2016: BahtBaht 4,336 4,336 million). million). The gross amount of the Company fully depreciated plant and equipment that was still in use as at The gross amount of the Group’s fully depreciated plant and equipment that was still in use as at Decemberrights 2017 amounted to Baht 3,798 million (2016: Baht 3,121 million). 15 31 Leasehold 15 31 Leasehold 31 Decemberrights 2017amounted amountedtotoBaht Baht5,331 3,798 million (2016: Baht 3,121 million). December 2017 million (2016: Baht 4,336 million). 15TheThe Leasehold rights gross gross amount amount of the of the Company Company fullyfully depreciated depreciated plant plant andand equipment equipment thatthat waswas stillstill in use in use as atas at Consolidated Separate 1531 December Leasehold rights Consolidated financial Separate financial 31 December 2017 2017 amounted amounted to Baht to Baht 3,798 3,798 million million (2016: (2016: Baht Baht 3,121 3,121 million). million). Consolidated financial financial gross amount of the CompanyNote fully depreciated plant and equipment thatSeparate was stillstatements in use as at financial statements financial 15 The Leasehold rights statements statements Consolidated financial Separate financial statements statements 31 December 2017 amounted to Baht 3,798 million (2016: Baht 3,121 million). 2017 2016 2017 2016 Note Consolidated 2017statements 2016 2017 2016 financial Separate financial statements 15 15Leasehold Leasehold rights rights Note Consolidated 2017 2016 2017 2016 financial Separate financial (in thousand Baht) statements statements Note 2017 2016 2017 (in thousand Baht) statements2016 15 Leasehold rights statements Note 2017 2016 2017 2016 Related parties 4 Consolidated 1,284,609 1,363,385 1,130,941 1,190,792 (in thousandSeparate Baht) Consolidated financial financial Separate financial financial Related parties 4 1,284,609 1,363,385 1,130,941 1,190,792 Note 2017 2016 2017 2016 (in thousand Baht) Other parties 1,410,061 1,592,753 830,751 893,433 Related parties 4 Consolidated 1,284,609 1,363,385 1,130,941 1,190,792 statements statements statements statements Other parties 1,410,061 1,592,753 830,751 893,433 financial Separate financial (in thousand Baht) 2,694,670 2,956,138 1,961,692 2,084,225 Related parties 4 2017 1,284,609 1,363,385 1,130,941 1,190,792 Other parties 1,410,061 1,592,753 830,751 893,433 NoteNote 2017 2016 2016 2017 2017 2016 2,694,670 2,956,138 1,961,692 2,084,225 statements statements2016 Related parties for impairment 4 1,284,609 1,363,385 1,130,941 1,190,792 Less Allowance (191,268) (220,483) (60,041) (72,681) Other parties 1,410,061 1,592,753 830,751 893,433 (in thousand (in thousand Baht) Baht) 2,694,670 2,956,138 1,961,692 2,084,225 Less Allowance (191,268) (220,483) (60,041) (72,681) 2017 2016 2017 2016 Other parties for impairment Note 1,410,061 1,592,753 830,751 893,433 Total 2,503,402 2,735,655 1,901,651 2,011,544 2,694,670 2,956,138 1,961,692 2,084,225 Less Allowance (191,268) 1,363,385 (220,483) (60,041) 1,190,792 (72,681) Related Related parties parties for impairment 4 4 1,284,609 1,284,609 1,363,385 1,130,941 1,130,941 1,190,792 (in thousand Baht) Total 2,503,402 2,735,655 1,901,651 2,011,544 2,694,670 2,956,138 1,961,692 2,084,225 Less Allowance for impairment (191,268) (220,483) (60,041) (72,681) Total 2,503,402 2,735,655 1,901,651 2,011,544 Other Other parties parties 1,410,061 1,592,753 1,592,753 830,751 830,751 893,433 893,433 Related parties for impairment 4 1,410,061 1,284,609 1,363,385 1,130,941 1,190,792 Less (191,268) (220,483) (60,041) (72,681) TotalAllowance 2,503,402 2,735,655 1,901,651 2,011,544 Movements during the years ended 312,694,670 December 2017 and 2016 of leasehold rights are as follows: 2,694,670 2,956,138 1,961,692 1,961,692 2,084,225 Other 1,410,061 1,592,753 830,751 Movements 20172,956,138 and 2016 of leasehold rights are 2,084,225 as 893,433 follows: Totalparties during the years ended 31 December 2,503,402 2,735,655 1,901,651 2,011,544 during years ended 31 (191,268) December 2017(220,483) and 2016 of leasehold rights are as follows: LessMovements Less Allowance Allowance for impairment forthe impairment (191,268) (220,483) (60,041) (60,041) (72,681) (72,681) 2,694,670 2,956,138 1,961,692 2,084,225 Consolidated financial Separate financial Movements during the years ended 31 December 2017 and 2016 of leasehold rights are as follows: Total Total 2,503,402 2,503,402 2,735,655 2,735,655 1,901,651 1,901,651 2,011,544 2,011,544 Less Allowance for impairment (191,268) (220,483) (60,041) (72,681) Consolidated financial Separate financial Movements during the years ended 31 December 2017 and 2016 of leasehold rights are as follows: statements statements Consolidated financial Separate financial Consolidated Separate Total 2,503,402 2,735,655 1,901,651 2,011,544 statements statements 2017 2016 2017 2016 Consolidated financial Separate financial financial statements financial statements statements Movements Movements during during the the years years ended ended 31 December 31 December 2017 2017 and and 2016 2016 of leasehold of leasehold rights rights are are asstatements follows: as follows: 2017 2017 2016 Consolidated financial Separate financial (in thousand Baht) statements statements 2017 2016 2017 2016 2017 2016 2017 2016 Baht) Movements during the years ended 31 December 2017 and 2,659,905 2016(in ofthousand leasehold2,011,544 rights are as follows: statements statements At 1 January 2,735,655 1,852,898 2017 2016 2017 2016 (in thousand Baht) Consolidated Consolidated financial financial Separate Separate financial financial At 1 January 2,735,655 2,659,905 2,011,544 1,852,898 2017 2016 2017 2016 Addition 23,079 297,098 22,079 290,401 (in thousand Baht) At 1 January 2,735,655 2,659,905 2,011,544 1,852,898 statements statements statements statements Consolidated financial Separate financial Addition 23,079 297,098 22,079 290,401 (in thousand Baht) Decrease (34,995) At 1 January 2,735,655 2,659,905 2,011,544 1,852,898 Addition 23,079 297,098 22,079 290,401 2017 2017 2016 2016 2017 2017 2016 2016 statements statements Decrease (34,995) At 1 January 2,735,655 2,659,905 2,011,544 1,852,898 Amortisation charge for the year (220,337) (221,348) (131,972) (131,755) Addition 23,079 297,098 22,079 290,401 Decrease (34,995) - thousand (in thousand (in Baht) Baht) 2017 2016 2017 2016 Amortisation charge for the year (220,337) (221,348) (131,972) (131,755) Addition 23,079 297,098 22,079 290,401 At 31 December 2,503,402 2,735,655 1,901,651 2,011,544 Decrease (34,995) Amortisation charge for the year (220,337) 2,659,905 (221,348) (131,972) 1,852,898 (131,755) (in thousand Baht) At 1At January 131January 2,735,655 2,735,655 2,659,905 2,011,544 2,011,544 1,852,898 December 2,503,402 2,735,655 1,901,651 2,011,544 Decrease (34,995) Amortisation charge for the year (220,337) (221,348) (131,972) (131,755) At131 December 2,503,402 2,735,655 1,901,651 2,011,544 At January 2,735,655 2,659,905 2,011,544 1,852,898 Addition Addition 23,079 23,079 297,098 297,098 22,079 22,079 290,401 290,401 Amortisation (220,337) (221,348) (131,972) (131,755) At 31 December 2,503,402 2,735,655 1,901,651 2,011,544 16Decrease Deferred taxcharge for the year 23,079 297,098 22,079 290,401 Decrease (34,995) (34,995) - - - 16 Addition Deferred tax At 31 December 2,503,402 2,735,655 1,901,651 2,011,544 Decrease (34,995) Amortisation charge for the for the yearyear (220,337) (220,337) (221,348) (221,348) (131,972) (131,972) (131,755) (131,755) 16Amortisation Deferred taxcharge Deferred tax assets and liabilities as at 31 December were as follows: 16AtAmortisation Deferred tax charge for the year as at (220,337) (221,348) (131,972) (131,755) 31 At December 31 December 2,503,402 2,503,402 2,735,655 2,735,655 1,901,651 2,011,544 2,011,544 Deferred tax assets and liabilities 31 December were as follows: 1,901,651 16 At Deferred tax 31 December 2,735,655 2,011,544 Deferred tax assets and liabilities as at 2,503,402 31 December were as follows: 1,901,651 financial statements Deferred tax assets and liabilities as at 31 December were asConsolidated follows: 16 16Deferred Deferred tax tax financial statements Deferred tax assets and liabilities as at 31 December were asConsolidated follows: Assets Liabilities Consolidated financial statements 16 Deferred tax Assets Liabilities2016 2017 Consolidated 2016 2017 financial statements Assets Liabilities2016 Deferred Deferred tax tax assets assets andand liabilities liabilities as atas31 at December 31 December werewere as follows: asConsolidated follows: 2017 2016 2017 financial statements (in thousand Baht) Consolidated financial statements Assets 2017 2017Liabilities2016 Deferred tax assets and liabilities as at 31 December were as follows: 2016 (in thousand Baht) Assets 132,010 Liabilities(42,865) Total 125,619 (47,040) 2017 2016 2017 2016 (infinancial thousand Baht) Assets Liabilities Consolidated Consolidated financial statements statements Total 125,619 132,010 (47,040) (42,865) 2017 2016 2017 2016 Set off of tax (27,023) (25,641) 27,023 25,641 (in thousand Baht) Consolidated financial statements Total 125,619 132,010 (47,040) (42,865) Assets Assets Liabilities Liabilities Set off of tax (27,023) (25,641) 27,023 25,641 2017 2016 2017 2016 (in thousand Baht) Net deferred tax assets (liabilities) 98,596 106,369 (20,017) (17,224) Total 125,619 132,010 (47,040) (42,865) Assets2016 Liabilities Set off of tax tax assets (liabilities) (27,023) (25,641) 27,023 25,641 2017 2017 2016 2017 2017 2016 2016 Net deferred 98,596 106,369 (20,017) (17,224) Total 125,619 132,010 (47,040) (42,865) Set of tax tax assets (liabilities) (27,023) (25,641) 27,023 25,641 2017 2016 2017 2016 Net off deferred 98,596 (in 106,369 (20,017) (17,224) thousand (in thousand Baht) Baht) Set off of tax (27,023) (25,641) 27,023 25,641 Net 98,596 132,010 106,369 (20,017) (17,224) (in thousand(47,040) Baht) Total Totaldeferred tax assets (liabilities) 125,619 125,619 132,010 (47,040) (42,865) (42,865) Net deferred tax assets (liabilities) 98,596 106,369 (20,017) (17,224) 125,619 132,010 (47,040) financial statements SetTotal Set off of offtax of tax (27,023) (27,023) Separate (25,641) (25,641) 27,023 27,023 (42,865) 25,641 25,641 Separate financial statements Set off of tax (27,023) (25,641) 27,023 25,641 Assets Liabilities Separate financial statements NetNet deferred deferred tax tax assets assets (liabilities) (liabilities) 98,596 98,596Assets 106,369 106,369 (20,017) (20,017) (17,224) (17,224) 2017 Assets 2016financial 2017Liabilities 2016 Net deferred tax assets (liabilities) 98,596 106,369 (20,017) (17,224) Separate statements 2017 Separate 2016financial statements 2017Liabilities2016 (in thousand Baht) 2017 Assets 2016 2017Liabilities2016 (in thousand Baht) Total 91,629Assets 92,850 (25,248) 2017 2016 2017Liabilities(23,675) 2016 Separate financial statements (in thousand Baht) Separate Separate financial financial statements statements Total 91,629 92,850 (25,248) (23,675) 2017 2016 2017 2016 Set off of tax (25,248) (23,675) 25,248 23,675 Separate financial statements (in thousand Baht) Total 91,629 92,850 (25,248) (23,675) Assets Liabilities Assets Assets (23,675) Liabilities Liabilities Set off of tax (25,248) 25,248 23,675 (in thousand Baht) Assets Liabilities Net deferred tax assets 66,381 69,175 Total 91,629 92,850 (25,248) (23,675) Set off of tax tax assets (25,248) (23,675) 25,248 23,675 2017 2017 2016 2016 2017 2017 2016 2016 Net deferred 66,381 69,175 2017 2016 2017 2016 Total 91,629 92,850 (25,248) (23,675) 2017 2016 2017 2016 Set off of tax (25,248) (23,675) 25,248 23,675 Net deferred tax assets 66,381 (in thousand 69,175 (in thousand Baht) Baht) Set off of tax tax assets (25,248) 25,248 23,675 (in(23,675) thousand Baht) Net deferred 66,381 69,175 Total Total 91,629 91,629 92,850 92,850 (25,248) (25,248) (23,675) (23,675) Net deferred tax assets 66,381 69,175 Total 91,629 92,850 (25,248) (23,675) Set Set off of offtax of tax (25,248) (25,248) (23,675) (23,675) 25,248 25,248 23,675 23,675 Set off of tax (25,248) (23,675) 25,248 23,675 51 NetNet Net deferred deferred tax tax assets assets 66,381 66,381 69,175 69,175 -- -- 51 deferred tax assets 66,381 69,175 51 51 51 ANNUAL REPORT 2017 515151
ROBINSON PUBLIC COMPANY LIMITED
181
Notes to the financial statements
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Public Company Limited) Robinson Public Company LimitedStore and its Subsidiaries Notes to the financial statements Robinson Company LimitedStore and its Subsidiaries (Formerly:Public Robinson Department Public Company Limited) For the year ended 31 December 2017 (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements
For the ended 31statements December 2017 Notes toyear the financial Movements in total deferred tax2017 assets and liabilities during the year ended 31 December 2017 and For the year ended 31 December
2016 were asinfollows: Movements total deferred tax assets and liabilities during the year ended 31 December 2017 and Consolidated financial statements 2016 were asinfollows: Movements total deferred tax assets and liabilities during the year ended 31 December 2017 and (Charged) / credited to: Consolidated statements Consolidatedfinancial financial statements 2016 were as follows: Other At 1 At 31 (Charged) credited Consolidated financial statements (Charged) //credited to:to: comprehensive January December Other At 1 At 31 (Charged) / credited to: Profit or loss comprehensive income At2017 1 January At 31 December 2017 January December Profit or loss income Other At 1 At 31 2017 2017 (in thousand Baht) Profit or loss comprehensive income 2017 2017 January December Deferred tax assets (in thousand Baht) Profit or loss income 2017 2017 Trade accounts receivable and other Deferred tax assets (in thousand Baht) current receivables Trade accounts receivable and other Deferred tax assets (allowance for doubtful accounts) 10,592 (4,215) 6,377 current receivables Trade accounts receivable and other Loans to related (allowance for parties doubtful accounts) 10,592 (4,215) 6,377 current receivables (allowance for doubtful accounts) 29,764 2,095 31,859 Loans to related (allowance for parties doubtful accounts) 10,592 (4,215) 6,377 Inventories (allowance for doubtful 29,764 2,095 31,859 Loans to related parties accounts) (allowance for decline in value) 12,754 3,561 16,315 Inventories (allowance for doubtful accounts) 29,764 2,095 31,859 Other long-term investments (allowance for decline in value) 12,754 3,561 16,315 Inventories (allowance for impairment) 3,544 3,544 Other long-term investments (allowance for decline in value) 12,754 3,561 16,315 Plant and equipment (allowance for impairment) 3,544 3,544 Other long-term investments (allowance for impairment) 2,262 (2,262) Plant and equipment (allowance for impairment) 3,544 3,544 Leasehold rights (allowance for impairment) 2,262 (2,262) Plant and equipment (allowance for impairment) 44,096 (5,842) 38,254 Leasehold rights (allowance for impairment) 2,262 (2,262) Employee benefit obligations 20,743 1,196 -21,939 (allowance for impairment) 44,096 (5,842) 38,254 Leasehold rights Others (deposit, advance received) 8,255 (924) 7,331 Employee benefit obligations 20,743 1,196 21,939 (allowance for impairment) 44,096 (5,842) 38,254 Total 132,010 (6,391) 125,619 Others (deposit, received) 8,255 (924) 7,331 Employee benefitadvance obligations 20,743 1,196 21,939 Total (deposit, advance received) 132,010 (6,391) 125,619 Others 8,255 (924) 7,331 Deferred tax liabilities Total 132,010 (6,391) 125,619 Available for sale investments Deferred tax liabilities (valuation (380) 371 (9) Available foradjustment) sale investments Deferred tax liabilities Property, plant and equipment (valuation (380) 371 (9) Available foradjustment) sale investments (depreciation gap)equipment (42,485) (4,546) (47,031) Property, plant and (valuation adjustment) (380) 371 (9) Total (42,865) (4,546) 371 (47,040) (depreciation gap) (42,485) (4,546) (47,031) Property, plant and equipment Total (42,865) (47,040) (depreciation gap) (42,485) (4,546) -371 (47,031) Net 89,145 (10,937) 371 78,579 Total (42,865) (4,546) 371 (47,040) Net 89,145 (10,937) 371 78,579 Consolidated financial statements Net 89,145 (10,937) 371 78,579 (Charged) / credited to: Consolidated financial statements Other At 1 At 31 (Charged) / credited to: Consolidated financial statements Consolidated financial statements comprehensive January December Other At 1 At 31 (Charged) credited (Charged) //credited to:to: Profit or loss income 2016 2016 comprehensive January December Other At 1 At 31 (in thousand Baht) At2016 1 January At 31 December Profit orloss loss comprehensive income 2016 Profit or income January December 2017 2017 Deferred tax assets (in thousand Baht) Profit or loss income 2016 2016 Trade accounts receivable and other Deferred tax assets (in thousand Baht) current receivables Trade accounts receivable and other Deferred tax assets (allowance for doubtful accounts) 4,262 6,330 10,592 current receivables Trade accounts receivable and other Loans to related parties (allowance for doubtful accounts) 4,262 6,330 10,592 current receivables (allowance for doubtful accounts) 83,099 (53,335) 29,764 Loans to related (allowance for parties doubtful accounts) 4,262 6,330 10,592 Inventories (allowance for doubtful accounts) 83,099 (53,335) 29,764 Loans to related parties (allowance for decline in value) 10,135 2,619 12,754 Inventories (allowance for doubtful accounts) 83,099 (53,335) 29,764 Other long-term investments (allowance for decline in value) 10,135 2,619 12,754 Inventories (allowance for impairment) 3,544 3,544 Other long-term investments (allowance for decline in value) 10,135 2,619 12,754 Plant and equipment (allowance for impairment) 3,544 3,544 Other long-term investments (allowance for impairment) 2,262 2,262 Plant and equipment (allowance for impairment) 3,544 3,544 (allowance for impairment) 2,262 2,262 Plant and equipment 52 (allowance for impairment) 2,262 2,262 52 52 ANNUAL REPORT 2017
182
ROBINSON PUBLIC COMPANY LIMITED
(Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements For the year ended 31 December 2017
Consolidatedfinancial financial statements Consolidated statements (Charged) creditedto:to: (Charged) // credited Other 1 31 AtAt 1 January At 31 At December Profit or loss income comprehensive January December 2017 2017 Profit or loss income 2016 2016 (in thousand Baht) Leasehold rights (allowance for impairment) Employee benefit obligations Others (deposit, advance received) Total
49,939 19,806 9,558 180,343
Deferred tax liabilities Available for sale investments (valuation adjustment) Property, plant and equipment (depreciation gap) Total
(36,362) (36,661)
Net
143,682
(299)
-
-
44,096 20,743 8,255 132,010
(81)
(380)
(6,123) (6,123)
(81)
(42,485) (42,865)
(54,456)
(81)
89,145
Separate financial statements (Charged) / credited to: Other comprehensive Profit or loss income (in thousand Baht)
At 1 January 2017 Deferred tax assets Trade accounts receivable and other current receivables (allowance for doubtful accounts) Loans to related parties (allowance for doubtful accounts) Inventories (allowance for decline in value) Other long-term investments (allowance for impairment) Leasehold rights (allowance for impairment) Employee benefit obligations Others (deposit, advance received) Total
(5,843) 937 (1,303) (48,333)
At 31 December 2017
9,802
(4,004)
29,764
2,095
-
31,859
10,330
2,930
-
13,260
-
3,544
-
12,008 18,279 6,881 91,629
3,544
-
14,536 17,095 7,779 92,850
(2,528) 1,184 (898) (1,221)
-
5,798
53
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
183
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited)
Notes to the financial statements
Notes to the financial statements For the year ended 31 December 2017
At 1 At 1 January January 2017 2017 Deferred tax liabilities Available for sale investments (valuation adjustment) Property, plant and equipment (depreciation gap) Total Net
(380)
(9)
371
(25,240) (25,248)
69,175
(3,165)
371
66,381
Separate financial statements (Charged) / credited to: Other comprehensive Profit or loss income (in thousand Baht)
At 31 December 2016
3,740
6,062
-
9,802
83,099
(53,335)
-
29,764
8,003
2,327
-
10,330
-
-
3,544
(2,528) 963 (1,264) (47,775)
-
14,536 17,095 7,779 92,850
3,544 17,064 16,132 9,043 140,625
Deferred tax liabilities Available for sale investments (valuation adjustment) Property, plant and equipment (depreciation gap) Total
(20,131) (20,430)
Net
120,195
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
371
(1,944) (1,944)
(299)
54
184
-
(23,295) (23,675)
At 1 January 2016 Deferred tax assets Trade accounts receivable and other current receivables (allowance for doubtful accounts) Loans to related parties (allowance for doubtful accounts) Inventories (allowance for decline in value) Other long-term investments (allowance for impairment) Leasehold rights (allowance for impairment) Employee benefit obligations Others (deposit, advance received) Total
Separate financial statements Separate financial statements (Charged) / credited to: (Charged) / credited to: Other At 31 At 31 December comprehensive December Profit or loss income 2017 Profit or loss income 2017 (in thousand Baht)
-
(81)
(380)
(3,164) (3,164)
(81)
(23,295) (23,675)
(50,939)
(81)
69,175
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to thePublic financial statementsLimited and its Subsidiaries Robinson Company For the year ended 31 December 2017 (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements 17 Other non-current assets Robinson Company and its Subsidiaries For the yearPublic ended 31 DecemberLimited 2017
Robinson Company LimitedStore and its Subsidiaries (Formerly:Public Robinson Department Public Company Limited)Separate Consolidated Separate Consolidated financial statements financial statements (Formerly: Robinson Department Store Public Company Limited) 17 assets NotesOther to thenon-current financial statements financial statements financial statements Notes toyear the financial For the ended 31statements December 2017 For the year ended 31 December 2017 Refundable value added tax 17 Other non-current assets Deferred charge 17 Other non-current assets
18 18
18 18
Guarantees and deposits Refundable value Restricted cash at added bank tax Deferred charge Deferred system development costs Guarantees Trademark and deposits Restricted at bank Others Refundablecash value added tax Deferred system Refundable valuedevelopment added tax costs Total Deferred charge Trademark Deferred charge Guarantees and deposits Others Guarantees and deposits Restricted cash at bank Interest-bearing liabilities Total Restricted cash atdevelopment bank Deferred system costs Deferred system development costs Trademark Trademark Interest-bearing liabilities Others Others Total Total
2017 2016 2017 2016 2017 2016 2017 2016 Consolidated (in thousand Baht) Separate financial financial 23,987 statements 126,241 13,145 statements 125,550 2017 2016 2017 2016 444,443 340,023 336,722 332,265 (in thousand Baht) 129,642 127,843 119,204Separate116,742 Consolidated 23,987 126,241 13,145 125,550 18,594 22,313 - Separate Consolidated financial statements financial statements 444,443 340,023 336,722 332,265 12,016 statements 14,502 11,971 statements 13,900 financial financial 2017 2016 2017 2016 129,642 127,843 119,204 116,742 5,046 6,055 2017 2016 2017 2016 (in thousand Baht) 18,594 22,313 37,184 40,537 37,173 43,053 (in thousand Baht) 23,987 126,241 13,145 125,550 12,016 14,502 11,971 13,900 23,987 126,241 13,145 125,550 670,912 677,514 518,215 631,510 444,443 340,023 336,722 332,265 5,046 6,055 444,443 340,023 336,722 332,265 129,642 127,843 119,204 116,742 37,184 40,537 37,173 43,053 129,642 127,843 119,204 116,742 18,594 22,313 670,912 677,514 518,215 631,510 18,594 22,313 12,016 14,502 11,971 13,900 12,016 14,502 11,971 13,900 5,046 6,055 Consolidated Separate 5,046 6,055 37,184 financial40,537 43,053 statements 37,173 financial statements 37,184 40,537 2016 518,215 37,173 43,053 670,912 677,514 631,510 Note 2017Consolidated 2017 Separate 2016 670,912 677,514 (in thousand 518,215 631,510 Consolidated Separate Baht) financial statements financial statements Note financial statements financial statements 2017 2016 2017 2016 Note 2017 2016 2017 2016
Current Interest-bearing liabilities Interest-bearing liabilities Short-term loans from financial institutions (in thousand Baht)Unsecured 47,151 33,000 Consolidated Separate Current Consolidated Separate financial statements financial statements Short-term institutions financial Short-term loans loans from from financial related parties Note financial 2017 statements 2016 2017 statements 2016 Unsecured 47,151 33,000 Note 2017 2016 2017 2016 Unsecured 4 6,524,310 5,698,480 (in-thousand Baht) (in thousand6,524,310 Baht) 47,151 33,000 5,698,480 Current Short-term loans from related parties Current Short-term loans from financial institutions Unsecured 6,524,310 5,698,480 Short-term loans from financial institutions 4 Non-current Unsecured 47,151 33,000 6,524,310 47,151 33,000 5,698,480 Unsecured 47,151 33,000 Long-term loans from financial institution Unsecuredloans from related parties 1,721,090 3,234,296 1,500,000 3,000,000 Short-term Non-current Short-term loans from related parties Unsecured 4 6,524,310 5,698,480 Long-term loans from financial institution Unsecured 4 6,524,310 5,698,480 Total 1,768,241 3,267,296 8,024,310 8,698,480 47,151 33,000 6,524,310 5,698,480 Unsecured 1,721,090 3,234,296 1,500,000 3,000,000 47,151 33,000 6,524,310 5,698,480 The periods to maturity of interest-bearing liabilities as at 31 December were as follows: Non-current Total 1,768,241 3,267,296 8,024,310 8,698,480 Non-current Long-term loans from financial institution Long-term loans from financial institution Consolidated Separate Unsecured 1,721,090 3,234,296 1,500,000 3,000,000 The periods as at 31 December were as follows: Unsecuredto maturity of interest-bearing liabilities 1,721,090 3,234,296 1,500,000 3,000,000 financial statements financial statements 2017 2016 2017 2016 Total 1,768,241 3,267,296 8,024,310 8,698,480 Consolidated Total 1,768,241 3,267,296 8,698,480 (in thousand8,024,310 Baht) Separate financial financial statements Within one year 47,151 statements 33,000 6,524,310 5,698,480 The periods to maturity of interest-bearing liabilities as2017 at 31 December were as follows: 2016 2017 2016 After one year but within five years 1,664,000 3,143,000 1,500,000 3,000,000 The periods to maturity of interest-bearing liabilities as at 31 December were as follows: (in thousand Baht) After five years 57,090 91,296 - Separate Consolidated Consolidated Separate Within 47,151 33,000 6,524,310 5,698,480 Consolidated Separate Total one year 1,768,241 3,267,296 8,024,310 8,698,480 financial statements financial statements financial statements financial statements After one year but within five years 1,664,000 3,143,000 1,500,000 3,000,000 financial statements financial statements 2017 2016 2017 2016 2017 2016 2017 2016 After five years 57,090 91,296 2017 2016 2017 2016 (in thousand Baht) Total 1,768,241 3,267,296 8,024,310 8,698,480 (in thousand Baht) Within one year 47,151 33,000 6,524,310 5,698,480 Within one year 47,151 33,000 6,524,310 5,698,480 After one year but within five years 1,664,000 3,143,000 1,500,000 3,000,000 After one year but within five years 1,664,000 3,143,000 1,500,000 3,000,000 After five years 57,090 91,296 After five years 57,090 91,296 Total 1,768,241 3,267,296 8,024,310 8,698,480 Total 1,768,241 3,267,296 8,024,310 8,698,480 55 55
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
185
Notes to the financial statements
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Robinson Company Notes to thePublic financial statementsLimited and its Subsidiaries Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Public Company Limited) For the year ended 31 December 2017 Store Robinson Company LimitedStore and its Subsidiaries Notes to thePublic financial statements (Formerly: Robinson Department Public Company Limited) The Company’s credit facility totaling Baht 3,000 million from a commercial bank dated 6 May 2015. For the year ended 31 December 2017 Notes to the financial statements (Formerly: Robinson Department Store Public Company Limited)
For the ended 31statements December 2017 Notes toyear the financial Baht term loan with interesttotaling rate payable at BIBOR plus interest margin. bank The interest payable The Company’s credit facility Baht 3,000 million from a commercial dated 6 is May 2015. in For the year ended 31 December 2017
19 19 19 19
20 20 20 20
21 21 21 21
186
accordance with agreement andBaht the principal will from be paid fully withinbank 36 months first The Company’s credit facility term totaling 3,000 million a commercial dated 6after May the 2015. drawdown. Baht term loan with interest rate payable at BIBOR plus interest margin. The interest is payable in The Company’s credit facility totaling Baht 3,000 million from a commercial bank dated 6 May 2015. accordance withwith agreement the principal will be interest paid fully withinThe 36 months the first Baht term loan interestterm rate and payable at BIBOR plus margin. interest after is payable in As at 31 December 2017, the Group and the Company had unutilised credit facilities totalling Baht drawdown. accordance with agreement term and the principal will be paid fully within 36 months after the first Baht term loan with interest rate payable at BIBOR plus interest margin. The interest is payable in 10,642 million Baht 10,274 million, respectively Bahtwithin 8,08836million 7,775 drawdown. accordance with and agreement term and the principal will be(2016: paid fully monthsand afterBaht the first As at 31 December 2017, the Group and the Company had unutilised credit facilities totalling Baht million, respectively). drawdown. 10,642 and 2017, Baht 10,274 million, respectively Baht 8,088 and Baht 7,775 As at 31million December the Group and the Company (2016: had unutilised creditmillion facilities totalling Baht million, respectively). Trade accounts payable 10,642 million and Baht 10,274 million, respectively (2016: Baht 8,088 million and Baht 7,775 As at 31 December 2017, the Group and the Company had unutilised credit facilities totalling Baht million, respectively). 10,642 million and Baht 10,274 million, respectively (2016: Baht 8,088 million andSeparate Baht 7,775 Consolidated Trade accounts payable Consolidated Separate million, respectively). financial statements financial statements Note financial statements financial statements Trade accounts payable 2017 2016 2017 2016 Consolidated 2016 Note 2017 2017Separate 2016 Trade accounts payable financial statements(in thousand Baht) financial statements Consolidated Separate Note 2017 2016 2017 2016 Related parties 4 415,065 416,130 268,141 282,296 financial statements financial statements Consolidated Separate (in thousand Baht) Note 2017 2016 2017 2016 Other parties 4,443,272 3,830,093 3,442,943 2,900,726 financial statements financial statements Related 4 415,065 416,130 268,141 282,296 (in thousand Baht) Total parties 4,858,337 4,246,233 3,711,084 3,183,022 Note 2017 2016 2017 2016 Other parties 4,443,272 3,830,093 3,442,943 2,900,726 Related parties 4 415,065 416,130 268,141 282,296 (in thousand Baht) Total 4,858,337 4,246,233 3,711,084 3,183,022 Other parties 4,443,272 3,830,093 3,442,943 2,900,726 Related parties payables 4 415,065 416,130 268,141 282,296 Other current Total parties 4,858,337 4,246,233 3,711,084 3,183,022 Other 4,443,272 3,830,093 3,442,943 2,900,726 Other Total current payables 4,858,337 4,246,233 3,711,084 Separate 3,183,022 Consolidated Other current payables financial statements financial statements Consolidated Separate Consolidated Separate financial statements financial statements Note 2017 2016 2017 2016 Other current payables Note financial statements financial statements Consolidated Separate (in thousand Baht) 2017 2016 2017 2016 Note 2017 2016 2017 2016 financial statements financial statements Consolidated Separate Accrued expenses 569,995 552,792 490,559 450,317 (in thousand Baht) Note 2017 2016 2017 2016 financial statements financial Other accounts payable 374,646 482,761 312,204 statements 377,018 Accrued expenses 569,995 552,792 490,559 450,317 (in thousand Baht) Note 2017 2016 2017 2016 Advance from related parties 4 275,178 205,619 223,140 171,791 Other accounts payable 374,646 482,761 312,204 377,018 Accrued expenses 569,995 552,792 490,559 450,317 (in thousand Baht) Deposits and advances received 1,231,525 1,160,114 1,085,360 1,005,831 Advance from related 4 275,178 205,619 223,140 171,791 Other accounts payableparties 374,646 482,761 312,204 377,018 Accrued expenses 569,995 552,792 490,559 450,317 Gift voucher payable 123,925 117,275 114,107 107,596 Deposits and received 1,231,525 1,160,114 1,085,360 1,005,831 Advance fromadvances related 4 275,178 205,619 223,140 171,791 Other payableparties 374,646 482,761 312,204 377,018 Othersaccounts 475,189 447,362 422,125 392,761 Gift voucher 123,925 117,275 114,107 107,596 Deposits and advances received 1,231,525 1,160,114 1,085,360 1,005,831 Advance frompayable related parties 4 275,178 205,619 223,140 171,791 Total 3,050,457 2,965,923 2,647,495 2,505,314 Others 475,189 447,362 422,125 392,761 Gift voucher 123,925 117,275 114,107 107,596 Deposits and payable advances received 1,231,525 1,160,114 1,085,360 1,005,831 Total 3,050,457 2,965,923 2,647,495 2,505,314 Others 475,189 447,362 422,125 392,761 Gift voucher payable 123,925 117,275 114,107 107,596 Employee benefit obligations Total 3,050,457 2,965,923 2,647,495 2,505,314 Others 475,189 447,362 422,125 392,761 Employee benefit obligations Total 3,050,457 2,965,923 2,647,495 2,505,314 Consolidated Separate Employee benefit obligations financial statements financial statements Consolidated Separate Employee benefit obligations Consolidated Separate 2017 2016 2017 2016 financial statements statements Consolidated Separate financial statements(in thousand financial financial statements Baht) 2017 2016 2017 2016 financial statements financial statements Consolidated Separate Statement of financial position 2017 2016 2017 2016 (in thousand Baht) 2017 2016 2017 2016 financial statements financial statements Statement of financial position (in thousand Baht) 2017 2016 2017 2016 Statement of financial position Statement of financial position (in thousand Baht) obligations for: Statement of financial financial position Statement of position Post-employee benefit obligations 109,697 103,716 91,396 85,473 obligations for: Statement of financial position Post-employee benefit obligations 109,697 103,716 91,396 85,473 obligations for: Statement of financial position Statements of benefit comprehensive income Post-employee obligations 109,697 103,716 91,396 85,473 obligations for: Recognisedof incomprehensive profit or loss: income Statements Post-employee benefit obligations 109,697 103,716 91,396 85,473 Post-employment benefits 12,623 10,733 11,013 9,245 Recognised in comprehensive profit or loss: income Statements of Post-employment benefits 12,623 10,733 11,013 9,245 Recognised in comprehensive profit or loss: income Statements of The Group and the Company operate defined benefit plans based on the requirement of Thai Labour Post-employment benefits 12,623 10,733 11,013 9,245 Recognised in profit or loss: Protection Act B.E. 2541 (1998) to provide retirement benefits to employees based on pensionable The Group and the Company operate defined benefit plans based on the requirement of Thai Labour Post-employment benefits 12,623 10,733 11,013 9,245 remuneration service. Protection B.E. 2541of(1998) to provide benefits based of on Thai pensionable The Group Act andand thelength Company operate definedretirement benefit plans basedtoonemployees the requirement Labour remuneration and length service. Protection B.E. 2541of (1998) to provide benefits based of on Thai pensionable 56 plans The Group Act and the Company operate definedretirement benefit basedtoonemployees the requirement Labour remuneration length service.to provide retirement 56 Protection Actand B.E. 2541of (1998) benefits to employees based on pensionable remuneration and length of service. 56 56 ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Robinson Public Company Limited and its Subsidiaries Robinson Public Company LimitedStore and its Subsidiaries (Formerly: Robinson Department Public Company Limited) Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements Robinson Public Company LimitedStore and its Subsidiaries (Formerly: Robinson Department Public Company Limited) Notes to the financial statements For the yearPublic ended 31 December 2017 Store Robinson Company Limited and its Subsidiaries (Formerly: Robinson Department Public Company Limited) Notes toyear the financial For the ended 31statements December 2017 Notes to the financial statements (Formerly: Robinson Department Store Public Company Limited) For the year ended 31 December 2017 Movement in the31 present value of2017 the defined benefit obligations: For the ended December Notes toyear the financial statements Movement in the present value of the defined benefit obligations: Consolidated For the year ended December Movement in the31 present value of2017 the defined benefit obligations: Consolidated
Separate Separate financial statements financial statements Movement in the present value of the defined benefit obligations: Consolidated Separate financial statements financial statements 2017 2016 2017 statements 2016 Movement in the present value of the defined benefit obligations: Consolidated financial statements financial 2017 2016 2017 Separate 2016 Consolidated Separate financial statements financial statements 2017 2016 2017 2016 (in thousand Baht) financial statements financial statements 2017 2016 2017 2016 Consolidated Separate (in thousand Baht) At 1 January 103,716 99,031 85,473 80,660 2017 2016 2017 2016 (in thousand Baht) financial statements financial At 1 January 103,716 99,031 85,473 statements 80,660 (in thousand Baht) At 1 January 103,716 99,031 85,473 80,660 2017 2016 2017 2016 Include in profit or loss: At 1 January 103,716 99,031 85,473 80,660 (in thousand Baht) Include profit or loss: Benefits in paid (6,642) (6,048) (5,090) (4,432) At 1 January 103,716 99,031 85,473 80,660 Include in profit or loss: Benefits paid (6,642) (6,048) (5,090) (4,432) Current service costs and interest on Include in profit or loss: Benefits paid (6,642) (6,048) (5,090) (4,432) Current service costs and interest on obligation 12,623 10,733 11,013 9,245 Benefits paid (6,642) (6,048) (5,090) (4,432) Current service costs and interest on Include in profit or loss: obligation 12,623 10,733 11,013 9,245 Defined benefit obligations at 31 December 109,697 103,716 91,396 85,473 Current service costs and interest on obligation 12,623 10,733 11,013 9,245 Benefits paid (6,642) (6,048) (5,090) (4,432) Defined benefit obligations at 31 December 109,697 103,716 91,396 85,473 obligation 12,623 10,733 11,013 9,245 Current service and interest Defined benefitcosts obligations at 31onDecember 109,697 103,716 91,396 85,473 Actuarialbenefit assumptions Defined obligations at 31 December 109,697 103,716 91,396 85,473 obligation 12,623 10,733 11,013 9,245 Actuarial assumptions Defined benefit obligations at 31 December 109,697 103,716 91,396 85,473 Actuarial assumptions The following were the principal actuarial assumptions at the reporting date (expressed as weighted Actuarial assumptions The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages). The following were the principal actuarial assumptions at the reporting date (expressed as weighted Actuarial assumptions averages). The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages). Consolidated Separate averages). The following were the principal actuarial assumptions at the reporting date (expressed as weighted Consolidated Separate financial statements financial statements Consolidated Separate averages). Consolidated Separate financial financial 2017 2016 2017financialstatements 2016 financialstatements statements statements Consolidated Separate financial statements financial statements 2017 2016 2017 2016 2017 2016 (%) financial 2017 statements 2016 financial statements 2017 2016 2017 20163.1 Consolidated Separate Discount rate 3.1 3.1 (%) 3.1 2017 2016 (%) financial 2017 2016 financial Discount rate growth 3.1 statements 3.1 3.1 statements 3.1 Future salary 4.0 - 8.0 4.0 - 8.0 4.0 - 8.0 4.0 - 8.0 (%) Discount rate growth 3.1 3.1 3.1 3.1 2017 2016 2017 2016 Future salary 4.0 - 8.0 4.0 - 8.0 4.0 - 8.0 4.0 - 8.0 Discount rate growth 3.1 3.1 (%) 4.0 - 8.0 3.1 3.1 Future salary 4.0 8.0 4.0 8.0 4.0 8.0 Assumptions regarding future mortality have been based on published statistics and mortality tables. Future salary 4.0 - 8.0 4.0 - 8.0 4.0 - 8.0 4.0 - 8.0 Discount rate growth 3.1 3.1 Assumptions regarding future mortality have been based3.1 on published statistics and mortality tables. 3.1 Assumptions regarding future mortality have been based on published statistics and mortality tables. Future salary growth 4.0 - 8.0 4.0 - 8.0 4.0 - 8.0 4.0 - 8.0 Sensitivity analysis Assumptions regarding future mortality have been based on published statistics and mortality tables. Sensitivity analysis Sensitivity Assumptions regarding futureatmortality have date beento based onthe published mortality tables. Reasonablyanalysis possible changes the reporting one of relevantstatistics actuarialand assumptions, holding Sensitivity analysis Reasonably possible changeswould at the have reporting datethe to one of the relevant actuarialbyassumptions, other assumptions constant, affected defined benefit obligation the amountsholding shown Reasonably possible changeswould at the have reporting datethe to one of the relevant actuarialbyassumptions, holding Sensitivity analysis other assumptions constant, affected defined benefit obligation the amounts shown below. Reasonably possible changeswould at the have reporting datethe to one of the relevant actuarialbyassumptions, holding other assumptions constant, affected defined benefit obligation the amounts shown below. other constant, affected defined benefit obligation the amountsholding shown Reasonably possible changeswould at the have reporting datethe to one of the relevant actuarialbyassumptions, below.assumptions Consolidated Separate other assumptions constant, would have affected the defined benefit obligation bySeparate the statements amounts shown below. Consolidated financial statements financial Consolidated Separate below. financial statements financial statements 2017 2016 2017 2016 Consolidated Separate financial statements financial statements 2017 2016 2017 2016 Defined benefit Consolidated financial statements Separate financial statements financial statements financial statements 2017 2016 2017 Consolidated Separate Defined benefit Increase Decrease Increase Decrease Increase Decrease Increase2016 Decrease obligation 2017 2017 2016 statements 20172016 2016 20172017 2016 statements 2017 2016 2016 Defined benefit Increase financial Decrease Increase Decrease Increase Decrease Increase Decrease obligation (in thousand Baht) financial Defined benefit Decrease Decrease Increase Decrease Decrease 2016 2016 obligation Defined benefit Increase2017 Decrease Increase Increase Decrease Increase Decrease Increase Increase Decrease (in thousand Baht)2017 Discount rateobligation Increase Increase Decrease Increase Decrease Increase Decrease Increase Decrease obligation (in thousand Baht) Defined benefit Discount rate (1% movement) (10,744) 12,445 (9,788) 11,360 (9,002) 10,414 (8,140) 9,417 (in thousand Baht) Discount rate growth Increase obligation (1%salary movement) (10,744) Decrease 12,445 Increase (9,788) Decrease 11,360 Increase (9,002) Decrease 10,414 Increase (8,140) Decrease 9,417 Future Discount rate (1% movement) (10,744) 12,445 (9,788) 11,360 (9,002) 10,414 (8,140) 9,417 (in thousand Baht) Future salary growth (1% movement) 12,161 (10,334) 11,101 (8,671) 10,177 (8,986) 9,202 (8,126) (1% movement) (10,744) 12,445 (9,788) 11,360 (9,002) 10,414 (8,140) 9,417 Future Discount rate growth (1%salary movement) 12,161 (10,334) 11,101 (8,671) 10,177 (8,986) 9,202 (8,126) Future salary growth (1% movement) 12,161 (10,334) 11,101 (8,671) 10,177 (8,986) 9,202 (8,126) (10,744) 12,445 (9,788) 11,360 (9,002) 10,414 (8,140) 9,417 Although the analysis does not take account of the full distribution of cash flows expected under the (1%salary movement) 12,161 (10,334) 11,101 (8,671) 10,177 (8,986) 9,202 (8,126) Future growth Although theprovide analysisandoes not take account of the full of distribution of cashshown. flows expected under the plan, it does approximation of the sensitivity the assumptions Although the analysis does not take account of the full distribution of cash flows expected9,202 under the (1% movement) 12,161 (10,334) 11,101 (8,671) 10,177 (8,986) (8,126) plan, it does provide an approximation of the sensitivity of the assumptions shown. Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown. plan, it does approximation of the sensitivity the assumptions Although theprovide analysisandoes not take account of the full of distribution of cashshown. flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.
57 57 57 57 57
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
187
Notes to the financial statements
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to thePublic financial statementsLimited Robinson Company Robinson Public Company Limited and and its its Subsidiaries Subsidiaries For the year ended 31 December 2017 Store Public Company Limited) (Formerly: Robinson Department (Formerly: Robinson Department Store Public Company Limited) Notes to financial statements Notes to the thePublic financial statements Robinson Company Limited and its Subsidiaries 22 the Other non-current liabilities For year ended 31 For the year ended 31 December December 2017 2017 (Formerly: Robinson Department Store Public Company Limited)Separate Consolidated Consolidated Notes to the financial statements financial statements 22 22 Other Other non-current non-current liabilities liabilities financial statements For the year ended 31 December 2017 2017 2016 2017 2016
22 23 23 23 23
24 24 24 24
Separate financial statements financial statements 2017 2016 2017 2016 Consolidated Separate Consolidated (in thousand Baht) Separate financial financial statements Other liabilities financial statements statements financial statementsAccruednon-current leasehold rights 8,999 9,699 2017 2016 2017 2016 2017 2016 2017 2016 thousand Baht) Consolidated (in Separate (in thousand Baht) Share capital rights Accrued 8,999 9,699 -financial statements financial statements-Accrued leasehold leasehold rights 8,999 9,699 2017 2016 2017 2016 Par value 2017 2016 (in thousand Baht) Share capital Share capital per share Number Amount Number Amount Accrued leasehold rights 8,999 9,699 2017 2016 (in Baht) (thousand shares/ thousand Baht) Par value Par value 2017 2016 Par value per share share Authorised Number 2017 Amount Amount Number 2016 Amount Amount per Number Number Share capital per share Number Amount Number Amount At 1 January (in Baht) (thousand shares/ thousand Baht) (in3.55 Baht) shares/ thousand Baht) 3,942,847 - ordinary shares 1,110,661 (thousand 3,942,847 1,110,661 Authorised Par value 2017 2016 Authorised At 31January December At 1 per share Number Amount Number Amount At 1 January 3.55 -- ordinary ordinary shares 1,110,661 3,942,847 1,110,661 3,942,847 shares 3.55 1,110,661 3,942,847 1,110,661 3,942,847 (in Baht) (thousand shares/ thousand Baht) - ordinary shares 3.55 1,110,661 3,942,847 1,110,661 3,942,847 At 31 December Authorised At 31 December Issued and shares paid-up 3.55 -At 1,110,661 3,942,847 1,110,661 3,942,847 1 January 3.55 - ordinary ordinary shares 1,110,661 3,942,847 1,110,661 3,942,847 At 1 January - ordinary shares 3.55 1,110,661 3,942,847 1,110,661 3,942,847 - ordinary shares 3.55 1,110,661 3,942,847 1,110,661 3,942,847 Issued and paid-up At 31 December Issued and paid-up At 31 December At 11 January 3.55 - ordinary shares 1,110,661 3,942,847 1,110,661 3,942,847 At January 3.55 -- ordinary ordinary shares 1,110,661 3,942,847 1,110,661 3,942,847 shares 3.55 1,110,661 3,942,847 1,110,661 3,942,847 - ordinary shares 3.55 1,110,661 3,942,847 1,110,661 3,942,847 At 31 December Issued and paid-up At 31 December shares 3.55 --Treasury ordinary shares 1,110,661 3,942,847 1,110,661 3,942,847 At 1 January 3.55 ordinary shares 1,110,661 3,942,847 1,110,661 3,942,847 - ordinary shares 3.55 1,110,661 3,942,847 1,110,661 3,942,847 In December 2014, the Board of Directors of the Company approved a treasury share plan (‘Plan’) to At 31 December Treasury shares Treasury shares re-purchase not more than 111,066,133 or 10 percent of the Company’s shares then in issue. 3.55 shares - ordinary shares 1,110,661 3,942,847 1,110,661 3,942,847 The purpose of the Plan is to manage the Company’s excess liquidity. The maximum amount In December 2014, the Board of Directors of the Company approved a treasury share plan (‘Plan’) to In December 2014, purchase the Boardunder of Directors Company approved a treasury share to approved for share the Planofis the Baht 100 million and the price to be paidplan for (‘Plan’) the shares re-purchase not more than 111,066,133 shares or 10 percent of the Company’s shares then in issue. Treasury shares re-purchase not more than 111,066,133 shares or 10 percent of the Company’s shares then in issue. is not to exceed 115 percent of the average closing price on the Stock Exchange of Thailand (SET) The purpose of Plan is manage the Company’s excess liquidity. The maximum The of the the Plan is to toeach manage Company’s liquidity. may The purchase maximumtheamount amount over purpose the 5 trading days before share the purchase is made.excess The Company shares approved for share purchase under the Plan is Baht 100 million and the price to be paid for the shares In December 2014, the Board of Directors of the Company approved a treasury share plan (‘Plan’) to approved for share purchase under the Plan is Baht 100 million and the price to be paid for the shares through the SET during the period from 26 December 2014 to 25 June 2015. The shares purchased is not to exceed 115 percent of the average closing price on the Stock Exchange of Thailand (SET) re-purchase not more than 111,066,133 shares or 10 percent of the Company’s then in (SET) issue. is notbetoresold exceed 1156 months percent of the average closing on of the Stock Exchangeshares of Thailand may after but within 3 years from price the date purchase. over the 5 trading days before each share purchase is made. The Company may purchase the shares The purpose of the Plan is to manage the Company’s excess liquidity. The maximum amount over the 5 trading days before each share purchase is made. The Company may purchase the shares through the period from 26 2014 25 2015. shares approved forSET shareduring purchase Plan Baht 100 million the price to The be paid for purchased the shares through the the SET during the under periodthe from 26isDecember December 2014 to to and 25 June June 2015. The shares purchased Surplus on treasury shares may be resold after 6 months but within 3 years from the date of purchase. is not to exceed 115 percent of the average closing price on the Stock Exchange of Thailand (SET) may be resold after 6 months but within 3 years from the date of purchase. over the 5 trading days before each share purchase is made. The Company may purchase the shares The surplus on treasury shares represents the accumulated surplus on sale of treasury shares, net of Surplus on shares through the SETsale during the period of from 26 December 2014 to 25 on June 2015. shares The shares Surplus on treasury treasury shares any deficits on or cancellation treasury shares. The surplus treasury is notpurchased available may be resolddistribution. after 6 months but within 3 years from the date of purchase. for dividend The The surplus surplus on on treasury treasury shares shares represents represents the the accumulated accumulated surplus surplus on on sale sale of of treasury treasury shares, shares, net net of of any deficits on sale or cancellation of treasury shares. The surplus on treasury shares is not available Surplus on treasury shares any deficits on sale or cancellation of treasury shares. The surplus on treasury shares is not available for for dividend dividend distribution. distribution. 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.
58
188
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
58 58 58
Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements For the year ended 31 December 2017 25
Reserves Reserves comprise: Appropriations of profit and/or retained earnings Legal reserve Section 116 of the Public Companies Act B.E. 2535 requires that a public 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. Other components of equity Currency translation differences The currency translation differences account within equity comprises all foreign currency differences arising from the translation of the financial statements of foreign operations, as well as from the translation of liabilities that hedge the Company’s net investment in a foreign operation. Fair value changes in available for sale investments The fair value changes in available for sale investments account within equity comprise the cumulative net change in the fair value of available for sale investments until the investments are derecognised or impaired. Movements in reserves Movements in reserves are shown in the statements of changes in equity.
26
Segment information Management considers that the Group operates in a single line of business, namely operation of department stores, and has, therefore, only one reportable segment. Geographical segments The Group is mostly managed and operates principally in Thailand. There are no material revenues derived from, or assets located in, foreign countries.
27
Investments income Note
Note Rental income Operating lease rental income: Investment properties Dividend income Other party
Consolidated Consolidated financial statements financial statements 2017 2016 2017 2016
Separate Separate financial statements financial statements 2017 2016 2017 2016
(in thousand Baht)
3,334,436 1,061
2,925,511 -
2,907,720 1,061
2,550,341 -
59 ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
189
Notes to the financial statements
Geographical segments The Group is mostly managed and operates principally in Thailand. There are no material revenues Robinson Public Company Limited and its Subsidiaries derived from, or assets located in, foreign countries. Robinson Company LimitedStore and its Subsidiaries (Formerly:Public Robinson Department Public Company Limited) Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) NotesInvestments to the financial statements 27 income (Formerly: Robinson Department Store Public Company Limited) Notes toyear thePublic financial statements Robinson Company and its Subsidiaries For the ended 31 DecemberLimited 2017 Consolidated Separate Notes toyear the financial For the ended 31statements December 2017 Store financial Consolidated Separate (Formerly: Robinson Department Public Company Limited) statements financial statements Note
For the ended 31statements December 2017 Notes toyear the financial Note For the year ended 31 December 2017
28 28 28 28
29 29 29 29
30 30 30 30
190
Rental Interestincome income Operating lease rental income: Interest income Subsidiaries Investment Subsidiaries Interest income Other parties properties Other Subsidiaries Total parties Interest income Dividend income Other Total parties Subsidiaries Other party Total Other Otherparties income Other income Total
Note Note Note 4 4 Note 4 4
financial statements financial statements 2017 Consolidated 2016 2017 Separate 2016 2017 2016 2017 2016 Consolidated Separate financial statements financial statements (in thousand Baht) financial statements financial statements Consolidated 2017 2016 2017 Separate 2016 2017 2016 2017 financial statements financial statements Consolidated Separate 2016 2017 2016 2017 2016 3,745 statements 3,665 financial statementsfinancial 3,334,436 2,925,511 2,907,720 2,550,341 3,745 3,665 19,728 22,331 13,913 13,795 2017 2016 2017 2016 19,728 22,331 13,913 13,795 3,745 3,665 3,355,225 2,947,842 2,926,439 2,567,801 19,728 22,331 13,913 13,795 3,355,225 2,947,842 2,926,439 2,567,801 3,745 3,665 1,061 1,061 3,355,225 2,947,842 2,926,439 2,567,801 19,728 22,331 13,913 13,795
3,355,225 2,947,842 2,926,439 2,567,801 59 Consolidated Separate Consolidated Separate Consolidated Separate financial statements financial statements financial statements financial statements financial statements financial statements Consolidated 2017 2016 2017 Separate 2016 2017 2017 2016 2017 2016 2016 2017 financial statements financial statements (in thousand Baht) Consolidated Separate 2016 (in thousand Baht) 2017 2016 2017 2016 Utility income 432,329 406,007 362,347 337,161 financial statements financial statements Utility income 432,329 406,007 362,347 337,161 (in thousand Baht) Promotion and advertising income 204,911 221,120 185,590 200,732 2017 2016 2017 2016 Promotion andfee advertising 204,911 221,120 185,590 200,732 Utility income 432,329 406,007 362,347 337,161 Management income income 43,297 46,209 180,520 185,167 (in thousand Baht) Management fee income 43,297 46,209 180,520 185,167 Promotion and advertising income 204,911 221,120 185,590 200,732 Reversal of bad debts and doubtful Utility income 432,329 406,007 362,347 337,161 Reversal of bad debts and doubtful Management fee income 43,297 46,209 180,520 185,167 debts 24,695 238,713 8,620 236,301 Promotion and advertising income 204,911 221,120 185,590 200,732 debts 24,695 238,713 8,620 236,301 Reversal of bad debts and doubtful Others 303,594 249,495 262,408 214,950 Management fee income 43,297 46,209 180,520 185,167 Others 303,594 249,495 262,408 214,950 debts 24,695 238,713 8,620 236,301 Total of bad debts and doubtful 1,008,826 1,161,544 999,485 1,174,311 Reversal Others 303,594 249,495 262,408 214,950 Total 1,008,826 1,161,544 999,485 1,174,311 debts 24,695 238,713 8,620 236,301 Total expenses 1,008,826 1,161,544 999,485 1,174,311 Others 303,594 249,495 262,408 214,950 Selling Selling expenses Total 1,008,826 1,161,544 999,485 1,174,311 Selling expenses Consolidated Separate Consolidated Separate financial statements financial statements Selling expenses Consolidated Separate financial statements financial statements Consolidated Separate Note 2017 2016 2017 2016 financial statements financial statements Note Note 2017 2016 2017 financial statements financial statements (in thousand Baht) Separate 2016 2017Consolidated 2016 2017 2016 (in thousand 1,052,510 Baht) Note 2017 2016 2017 2016 Employee benefit expenses 31 1,320,511 1,317,211 1,034,706 financial statements financial statements Employee benefit expenses 31 1,320,511 1,317,211 1,052,510 1,034,706 (in thousand Baht) Sales promotion expenses 632,844 596,945 524,806 479,821 Note 2017 2016 2017 2016 Sales 632,844 596,945 524,806 479,821 Employee benefitexpenses expenses 31 1,320,511 1,317,211 1,052,510 1,034,706 Utilitypromotion expenses 1,161,374 1,119,499 968,811 926,008 (in thousand Baht) Utility expenses 1,161,374 1,119,499 968,811 926,008 Sales promotion expenses 632,844 596,945 524,806 479,821 Depreciation and amortization 2,031,747 2,019,565 1,692,335 1,752,928 Employee benefit expenses 31 1,320,511 1,317,211 1,052,510 1,034,706 Depreciation and amortization 2,031,747 2,019,565 1,692,335 1,752,928 Utility expenses 1,161,374 1,119,499 968,811 926,008 Building expenses 674,686 627,888 503,263 462,961 Sales promotion expenses 632,844 596,945 524,806 479,821 Building expenses 674,686 627,888 503,263 462,961 Depreciation and amortization 2,031,747 2,019,565 1,692,335 1,752,928 Others expenses 577,145 567,319 448,740 445,490 Utility 1,161,374 1,119,499 968,811 926,008 Others 577,145 567,319 448,740 445,490 Building expenses 674,686 627,888 503,263 462,961 Total 6,398,307 6,248,427 5,190,465 5,101,914 Depreciation and amortization 2,031,747 2,019,565 1,692,335 1,752,928 Others 577,145 567,319 448,740 445,490 Total expenses 6,398,307 6,248,427 5,190,465 5,101,914 Building 674,686 627,888 503,263 462,961 Total 6,398,307 6,248,427 5,190,465 5,101,914 Others 577,145 567,319 448,740 445,490 Administrative expenses Administrative expenses Total 6,398,307 6,248,427 5,190,465 5,101,914 Administrative expenses Consolidated Separate Consolidated Separate financial statements financial statements Administrative expenses financial statements financial statements Consolidated Separate Note 2017 2016 2017 2016 Consolidated Separate Note 2017 2016 2017 2016 financial statements financial statements (in thousand Baht) Consolidated Separate financial statements financial statements Note (in thousand Baht) Note 2017 2016 2017 2016 Employee benefit expenses 31 454,654 467,149 452,911 457,578 financial statements financial statements 2017 2016 2017 2016 Employee benefit expenses 31 454,654 467,149 452,911 457,578 (in thousand Baht) Management fee expenses 194,877 164,327 172,984 146,564 Note 2017 2016 2017 2016 Management fee expenses 194,877 164,327 172,984 146,564 Employee benefit expenses 31 454,654 467,149 452,911 457,578 Property tax expenses 157,247 139,881 139,685 122,194 (in thousand Baht) Property tax expenses 157,247 139,881 139,685 122,194 Management fee expenses 194,877 164,327 172,984 146,564 Depreciation and amortization 41,373 43,725 40,217 41,883 Employee benefit expenses 31 454,654 467,149 452,911 457,578 Depreciation and amortization 41,373 43,725 40,217 41,883 Property tax expenses 157,247 139,881 139,685 122,194 Maintenance expenses 70,218 55,605 55,262 40,560 Management fee expenses 194,877 164,327 172,984 146,564 Maintenance expenses 70,218 55,605 55,262 40,560 Depreciation and amortization 41,373 43,725 40,217 41,883 Others 510,959 438,165 436,609 362,514 Property tax expenses 157,247 139,881 139,685 122,194 Others 510,959 438,165 436,609 362,514 Maintenance expenses 70,218 55,605 55,262 40,560 Total 1,429,328 1,308,852 1,297,668 1,171,293 Depreciation and amortization 41,373 43,725 40,217 41,883 Others 510,959 438,165 436,609 362,514 Total 1,429,328 1,308,852 1,297,668 1,171,293 Maintenance expenses 70,218 55,605 55,262 40,560 Total 1,429,328 1,308,852 1,297,668 1,171,293 Others 510,959 438,165 436,609 362,514 Total 1,429,328 1,308,852 1,297,668 1,171,293
Other income Other income
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
60 60 60 60
Robinson Public Company Limited and its Subsidiaries (Formerly:Public Robinson Department Public Company Limited) Robinson Company LimitedStore and its Subsidiaries Notes to the financial statements (Formerly: Robinson Department Store Public Company Limited) For the ended 31statements December 2017 Notes toyear the financial For the year ended 31 December 2017 31 Employee benefit expenses 31 Employee benefit expenses
Management Wages and salaries Management Contribution to provident fund Wages and salaries Others Contribution to provident fund Others Other employees Wages and salaries Other employees Contribution to provident fund Wages and salaries Others Contribution to provident fund Others
32 32
Consolidated Separate Consolidated Separate financial statements financial statements financial statements financial statements Consolidated 2017 2016 2017 Separate 2016 2016 2017 2016 2017 financial statements financial statements (in thousand Baht) 2017 2016 2017 2016 (in thousand Baht) 53,215 52,587 53,215 52,587 1,877 1,719 1,877 1,719 53,215 52,587 53,215 52,587 35,765 32,315 35,502 31,595 1,877 1,719 1,877 1,719 90,857 86,621 90,594 85,901 35,765 32,315 35,502 31,595 90,857 86,621 90,594 85,901
1,217,119 16,648 1,217,119 450,541 16,648 1,684,308 450,541 1,684,308 1,775,165 1,775,165
1,026,911 14,827 1,026,911 373,089 14,827 1,414,827 373,089 1,414,827 1,505,421 1,505,421
956,007 13,510 956,007 436,866 13,510 1,406,383 436,866 1,406,383 1,492,284 1,492,284
Total Total Defined contribution plans Defined contribution plans The defined contribution plan comprises a provident fund established by the Group for its employees. Membership to the fund isplan on acomprises voluntarya basis. Contributions are made byfor theitsemployees at The defined contribution provident fund established by monthly the Group employees. rates 3% and 5% of their basic salaries and by the Group at rates 3% and 5% of the employees’ basic Membership to the fund is on a voluntary basis. Contributions are made monthly by the employees at salaries. provident registered with Ministry of 3% Finance as of a juristic entity and is rates 3% The and 5% of theirfund basicissalaries and by thethe Group at rates and 5% the employees’ basic managed by a licensed Fund Manager. salaries. The provident fund is registered with the Ministry of Finance as a juristic entity and is managed by a licensed Fund Manager.
Finance costs Finance costs
Note
33 33
1,155,958 15,274 1,155,958 526,507 15,274 1,697,739 526,507 1,697,739 1,784,360 1,784,360
Interest expense Relatedexpense parties Interest Other parties Related parties Total Other parties Total
Note Note 4 4
Income tax expense Income tax expense
Consolidated Separate Consolidated Separate financial statements financial statements financial statements financial statements Consolidated Separate 2017 2016 2017 2016 2017 2016 2017 2016 financial statements financial statements (in thousand Baht) 2017 2016 2017 2016 (in thousand Baht) 142,443 128,002 71,224 84,017 57,436 75,701 142,443 128,002 71,224 84,017 199,879 203,703 71,224 84,017 57,436 75,701 71,224 84,017 199,879 203,703
Income tax recognised in profit or loss Income tax recognised in profit or loss
Current tax expense Current Currentyear tax expense Adjustment Current yearfor prior years over Adjustment for prior years over Deferred tax expense Movements temporary differences Deferred taxinexpense Total income expensedifferences Movements in tax temporary Total income tax expense
Note Note Note
16 16
Consolidated Separate Consolidated Separate financial statements financial statements Consolidated Separate financial statements financial statements 2017 2016 2017 2016 financial statements financial statements 2017 2016 2017 2016 (in thousand Baht) 2017 2016 2017 2016 (in thousand Baht) 523,298 504,911 374,433 343,146 (71) (3,469) (71) (2,771) 523,298 504,911 374,433 343,146 523,227 501,442 374,362 340,375 (71) (3,469) (71) (2,771) 523,227 501,442 374,362 340,375 10,937 534,164 10,937 61534,164
54,456 555,898 54,456 555,898
3,165 377,527 3,165 377,527
50,939 391,314 50,939 391,314
61 ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
191
Robinson Robinson Public Company Limited and its Subsidiaries Robinson Public Public Company Company Limited Limited and and its its Subsidiaries Subsidiaries (Formerly: Robinson Department Store Public Company (Formerly: Robinson Department Store Public Company Limited) Robinson Public Company Robinson Limited Public andCompany its Subsidiaries Limited Limited) and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements Notes to the financial statements Robinson Public Company Robinson Limited Public and Company its Subsidiaries Limited and Public its Subsidiaries Notes to thePublic financial statements Robinson Company Limited and its Subsidiaries (Formerly: Robinson Department (Formerly: Robinson Store Public Department CompanyStore Limited) Company Limited) For the year ended 31 December 2017 For the year ended 31 December 2017 For the year ended 31 December 2017 (Formerly: Robinson (Formerly: Department Robinson Store Public Department Company Store Limited) Public Notes to the financial statements Notes to the financial statements (Formerly: Robinson Department Store Public Company Limited) Company Limited) Robinson Public Company Limited and its Subsidiaries Notes toyear thePublic financial statements Notes the financial statements For the ended 31 December For theto 2017 year ended December 2017 Notes to the financial statements Robinson Company Limited and31its Subsidiaries Income tax recognised in other comprehensive income Income tax recognised in other comprehensive income Income tax recognised in other comprehensive income (Formerly: Robinson Department Store Public Company Limited) For the year ended 31 December For the year 2017 ended 31 December 2017 For the year ended 31 December 2017 Store Public Company (Formerly: Robinson Department Limited)
Notes to the financial statements
NotesIncome to the financial statements tax recognised in other Income comprehensive tax recognised income instatements other comprehensive income financial financial statements Consolidated financial statements Separate financial statements Consolidated financial statements //// Separate Separate financial statements Notes to the financial statementsConsolidated Consolidated financial statements Separate financial statements For the year tax ended 31 December 2017 Income taxrecognised recognised inother other Income comprehensive tax recognised income in other comprehensive income 2017 2016 Income in comprehensive income 2017 2016 For the year ended 31 DecemberConsolidated 2017 2017 2016 2017 2016 financial statements Consolidated / Before Separate financial financial statements statements / Separate financial st Before Tax Net of Tax Net of Before Tax Net of Before Tax Net of Before Tax Net of Before Tax Net of 2017 2017 2016 2016 st Before tax Tax benefit Net of tax Before tax Tax expense Net of tax Consolidated financial statements Consolidated / Separate financial financial statements statements / Separate financial Consolidated financial / Separate financial Income tax recognised in other comprehensive incomestatements tax benefit tax tax expense tax tax benefit tax tax expensestatements tax
Income tax recognised in other taxcomprehensive benefit tax tax2017 expense tax Before Tax incomeNet Before of Before Tax Tax Net of Net Before of Tax 2017 2016 2016 2017 2016 (in thousand Baht) (in thousand Baht) (in thousand Baht) tax benefit tax tax tax benefit expense tax tax tax expense Before Tax Net Before of Before Tax Tax Net of Net Before of Tax ConsolidatedTax financial statements / Separate Before Net of Before financial Tax statements Net of Change in fair value of Change Consolidated financial statements / Separate financial statements Change in in fair fair value value of of (in thousand Baht) (in thousand Baht) tax benefit taxtax tax benefit expense expense taxtax expense 2017 2016tax tax benefit tax tax tax Available-for-sale Available-for-sale 2016 Available-for-sale Change in fair value of Change in fair2017 value of Net (in thousand Baht) (in thousand Baht) Before Tax of Before Tax Net of (in thousand Baht) investments (1,854) 371 (1,483) 402 (81) 321 investments (1,854) 371 (1,483) 402 (81) Before Tax of Before Tax Net321 of investments (1,854) 371 of Net (1,483) 402 (81) 321 Available-for-sale Available-for-sale Change infair fairvalue valueof of Change in fair value tax benefit tax tax expense tax Change in Total (1,854) 371 (1,483) 402 (81) 321 Total (1,854) 371 (1,483) 402 (81) 321 tax benefit tax tax expense tax Total (1,854) 371 (1,483) 402 (81) 321 investments (1,854) investments 371 (1,483) (1,854) Baht) 402371 (1,483) (81) 321402 (81) Available-for-sale Available-for-sale (in thousand Available-for-sale (in thousand Baht) Total Total (1,854) 371 (1,483) (1,854) 402 371 (1,483) (81) 321 402 (81) investments (1,854) investments 371 (1,483) 402 (81) 321 Change in fair value of investments (1,854) 371 (1,483) 402 (81) 321 Reconciliation of effective tax rate Change in fair value of Reconciliation of effective tax rate Reconciliation of effective tax(1,854) rate Total Total (1,854) 371 (1,483) (1,854) 402371 (1,483) (81) 321402 (81) Available-for-sale Total 371 (1,483) 402 (81) 321 Consolidated financial statements Available-for-sale Consolidated financial statements Consolidated financial statements investments (1,854) 371 (1,483) 402 (81) 321 Consolidated financial statements Reconciliation Reconciliation rate of effective(1,483) tax2017 rate 2016 investments of effective tax(1,854) 371 402 (81) 321 2017 2016 2017 2016 Total (1,854) 371 (1,483) 402 (81) 321 financial stateme Consolidated financial statements Consolidated Reconciliation of effective tax Reconciliation rate of effective tax rate 2017 2016 Reconciliation of effective tax rate Rate (in thousand Rate (in thousand Total (1,854) 371 Rate (1,483) 402 (81) 321 (in thousand Rate (in thousand (in thousand Rate (in thousand Robinson Public Company Robinson Limited Public andCompany itsRate Subsidiaries Limited and its Subsidiaries 2017 Baht) financial 2016 2017 Baht) financial stateme 20 Consolidated financial statements Consolidated Consolidated statements (%) (%) Rate Rate (%) Baht) (%) Baht) (%) Baht) (%) Baht) Robinson Public Company Robinson Limited Public and Company its Subsidiaries Limited and its Subsidiaries Rate (in thousand Rate Rate (in (in thousand thousand Rate 2017 2016 2017 20 (Formerly: Robinson Department (Formerly: Robinson Store Public Department Company Store Limited) Public Company Limited) 2017 2016 Reconciliation of effective tax rate Profit before before income income tax tax expense expense 3,431,100 3,552,312 Profit 3,431,100 3,552,312 Reconciliation of effective tax rate Profit before income tax expense 3,431,100 3,552,312 (%) Baht) (%) (%) Baht) Baht) (%) Rate (in thousand Rate Rate (in (in thousand thousand Rate Consolidated financial statements Rate (in 686,220 thousand Rate (in 710,462 thousand (Formerly: Robinson (Formerly: Department Robinson Store Public Department Company Store Limited) Public Company Limited) Notes to thetax financial statements Notes to the financial Income using the Thai corporation tax rate statements 20 20 Income tax using the Thai corporation tax 20 686,220 20 710,462 Consolidated statements Income tax using thestatements Thai corporation tax rate rate 20 686,220 20 710,462 Profit before income tax expense Profit before income tax expense 3,431,100 3,431,100 (%) Baht) financial (%) (%) Baht) Baht) (%) 2017 20163,552,312 (%) Baht) (%) Baht) Notes to the financial Notes to the financial statements For the year ended 31 December For the 2017 year ended 31 December 2017 Difference in effective tax rate of share of Difference in effective tax rate of share of 2017 2016 Difference in effective tax rate of share of Profit before income taxFor expense Profit before income tax 3,431,100 3,552,312 3,431,100 Income tax using theDecember Thai corporation Income tax taxusing rate theDecember Thai 20expense corporation 686,220 tax rate 20 20 710,462 686,220 20 Rate (in thousand Rate (in thousand Profit before income tax expense 3,431,100 3,552,312 profit of equity-accounted investees (101,449) For the year ended 31 the year 2017 ended 31 2017 profit of equity-accounted investees (101,449) (116,082) Rate (in thousand Rate (in(116,082) thousand profit of equity-accounted investees (101,449) (116,082) Difference in effective tax rate Difference of share of in effective tax rate of share of (%) Baht) (%) Baht) Income tax using the Thai corporation Income tax tax using rate the Thai 20 corporation 686,220 tax rate 20 20 710,462 686,220 20 theto tax recognised rate income 20in other comprehensive 686,220 20 710,462 Income not subject toThai taxin corporation (1,401) (1,068) Incometax taxusing recognised other Income comprehensive tax income Income not subject tax (1,401) (1,068) (%) Baht) (%) Baht) Income not subject to tax (1,401) (1,068) profit of equity-accounted investees profit of equity-accounted investees (101,449) (116,082) (101,449) Profit before income tax expense 3,431,100 3,552,312 Difference in effective tax rate Difference of share of in effective tax rate of share of Difference inrecognised effective tax rate ofpurposes sharetax of recognised Expenses not deductible for tax 6,675 2,255 Income tax in other Income comprehensive income in other comprehensive income Expenses not deductible for tax purposes 6,675 2,255 Profit before income expense 3,431,100 3,552,312 Expenses not deductible tax purposes 6,675 2,255 Income not subject totax taxfor Income not subject to tax (1,401) (1,068) (1,401) profit of equity-accounted investees profit of equity-accounted investees (101,449) (116,082) (101,449) Income tax using the Thai corporation tax rate 20 686,220 20 710,462 profit of equity-accounted investees (101,449) (116,082) Expenses with additional deduction for tax Consolidated financial statements Consolidated / Separate financial financial statements statements / Separate financial st Expenses with additional deduction for tax Income tax using the Thai corporation tax rate 20 686,220 20 710,462 Expenses with additional deduction for tax Expenses not deductible for tax Expenses purposes not deductible for tax purposes 6,675 2,255 Income not subject to tax Income not subject to tax (1,401) (1,068) (1,401) Difference in effective tax rate of share of Income not subject to tax (1,401) (1,068) purposes (71,881) (48,830) 2017 2017 2016 2016 st Consolidated financial statements Consolidated / Separate financial financial statements statements /6,675 Separate financial purposes (71,881) (48,830) Difference in effective tax rate of share of purposes (71,881) (48,830) Expenses with additional deduction Expenses for with tax 2017 additionalfor deduction for6,675 tax 2017 Expenses not deductible for tax purposes not deductible tax purposes 6,675 2,255 6,675 profit of equity-accounted investees (101,449) (116,082) Expenses not deductible for tax purposes 2,255 Current year losses for which no deferred Before Tax Net Before of Before Tax Tax Net of Net Before of Tax 2016 2016 Current year losses for which no deferred profit of equity-accounted investees (101,449) (116,082) Current year losses fortax which no deferred purposes purposes (71,881) (48,830) (71,881) Expenses with additional deduction Expenses for with tax additional deduction for tax Income not subject to (1,401) (1,068) Expenses with additional deduction for tax tax asset was recognised 16,024 12,630 tax benefit tax tax 16,024 tax benefit expense taxof tax tax expense Before Tax Net Before of Before Tax Tax Net Net Before of Tax tax asset was recognised 12,630 Income not subject to (1,401) (1,068) tax asset recognised 16,024 12,630 Current year losses fortax which Current no deferred year benefit losses for which no deferred purposes purposes (71,881) (48,830) (71,881) Expenses notwas deductible for tax purposes 6,675 2,255 purposes (71,881) (48,830) Over provided in prior year (71) (3,469) (in thousand Baht) (in thousand Baht) tax tax tax tax benefit expense tax tax tax expense Over provided in prior year (71) (3,469) Expenses notwas deductible for tax 6,675 2,255 Over provided in prior year (71) (3,469) tax asset recognised tax asset was recognised 16,024 12,630 16,024 Current year losses for which Current nopurposes deferred year losses for which deferred Expenses with additional deduction for tax Current year losses for no deferred Change in fair value ofwhich Change in fair value of15.6 Total 534,117 15.7 555,898 (in no thousand Baht) (in thousand Baht) Total 15.6 534,117 15.7 555,898 Expenses with additional deduction for tax Total 15.6 534,117 15.7 555,898 Over provided in prior year Over provided in recognised prior year (71) (3,469) (71) tax asset was recognised tax asset was 16,024 12,630 16,024 purposes (71,881) (48,830) tax asset was recognised 16,024 12,630 Available-for-sale Available-for-sale Change in fair value of Change in fair value of purposes (71,881) (48,830) Total 534,117 15.7 15.6(1,483) 555,898 534,117 15.7 (81) Over provided inprior prior year Total Over provided in371 prior15.6 year(1,483) (71) (3,469) (71) Current year losses for year which no deferred Over provided in (71) (3,469) investments (1,854) investments (1,854) 402371 statements (81) 321 402 Available-for-sale Available-for-sale Separate financial Separate financial statements Current year losses for which no deferred Separate financial statements Total Total 15.6 534,117 15.7 15.6 555,898 534,117 15.7 (81) tax asset was recognised 16,024 12,630 Total 15.6 534,117 15.7 555,898 Total (1,854) (1,483) (1,854)16,024402 (1,483) (81) 321 investments (1,854) investments 371 371 (1,483) 402371 (81) 321402 2017 2016 2017 2016 tax asset was recognised Total 12,630 2017 2016 Over provided in prior year (71) (3,469) Separate financial statements Separate financial statement (in thousand thousand Totalprovided in prior year Total (1,854) 371 Rate (1,483) (1,854) 402371 Rate (1,483) (81) (in 321402 (81) Rate (in thousand Rate (in thousand Over (71) (3,469) Rate (in 534,117 thousand Rate (in 555,898 thousand 2017 2016 2017 20 Total 15.6 15.7 Separate financial statements Separate financial statement Separate financial statements (%) Baht) (%) Baht) Separate financial statements Reconciliation of effective taxReconciliation rate of effective tax rate 534,117 (%) Baht) (%) Baht) Total 15.6 15.7 555,898 (%) Baht) (%) Baht) Rate 2017 (in thousand Rate Rate 2016 (in (in thousand thousand Rate 2017 2016 2017 20 Profit before income tax expense 2,137,305 2,130,944 Consolidated financial statements Consolidated financial stateme Profit before tax 2,137,305 2,130,944 Reconciliation of effective tax Reconciliation rate of effective tax rate 2017 2016 Profit before income income tax expense expense 2,137,305 2,130,944 (%) Baht) (%) (%) Baht) Baht) (%) Rate (in thousand Rate Rate (in (in thousand thousand Rate Separate financial statements Rate (in thousand Rate (in thousand Income tax using the Thai corporation tax rate 20 427,461 20 2017 2016 2017 426,189 20 Consolidated financial statements Consolidated financial stateme Income tax the corporation tax 20 427,461 20 426,189 Separate statements Income tax using using the Thai Thai corporation tax rate rate 20 427,461 20 426,189 Rate Rate Profit before income tax expense Profit before income tax expense 2,137,305 2,130,944 2,137,305 (%) Baht)financial (%) (%) 2016 Baht) Baht) (%) 2017 (%) Baht) (%) Baht) Income subject to tax 29 Rate (in thousand Rate Rate (in (in thousand thousand Rate 2017 2016 2017 -20 Income subject to tax 29 2017 2016 Income subject to the taxtax Profitbefore before income tax expense Profit before income 2,137,305 2,130,944 2,137,305 Income tax subject using Thai corporation Income tax taxusing rate the tax Thai 20expense corporation 427,461 tax29 rate 20 20 426,189 427,461 20 Rate (in thousand Rate (in thousand Profit income expense 2,137,305 2,130,944 (%) Baht) (%) (%) Baht) Baht) (%) Income not to tax (212) -Rate (in thousand Rate Rate (in (in thousand thousand Rate Rate (in thousand Rate (in thousand Income not subject to tax (212) Income not subject toThai tax expense (212) -- 29 Income subject tothe tax Income subject to the tax Thai (%) Baht) (%) Baht) Incomebefore tax using the Thai corporation tax taxusing rate 20expense corporation 427,461 tax29 rate 20 20 426,189 427,461 20 Income tax using corporation tax rate 20 427,461 20 426,189 Profit income tax Profit before income tax 3,431,100 3,552,312 3,431,100 Expenses not deductible for tax purposes 4,279 1,580 (%) Baht) (%) (%) Baht) Baht) (%) (%) Baht) (%) Baht) Expenses not deductible for tax purposes 4,279 1,580 Expenses not deductible for tax purposes 4,279 1,580 Profit before income tax expense 2,137,305 2,130,944 Income subject to tax subject to tax 29 29 Income not subject to tax Income not subject to tax (212) (212) Income subject to tax 29 Expenses with additional deduction tax Profitbefore before income taxexpense expense Profit for before income 3,431,100 3,552,312 3,431,100 Income tax using thetax Thai corporation Income tax tax using rate the tax Thai 20expense corporation 686,220 tax rate 20 20 710,462 686,220 20 Profit income 2,137,305 2,130,944 Expenses with additional deduction for tax Expenses with additional deduction fornot tax Expenses not deductible for tax Expenses purposes not deductible for tax purposes 4,279 1,580 4,279 Income tax using the Thai corporation tax rate 20 427,461 20 426,189 Income not subject to tax Income subject to tax (212) (212) not subject to tax (212) purposes (53,959) (33,684) Difference in effective tax rate Difference of share of in effective tax rate of share of Income taxusing usingthe theThai Thaicorporation corporation Income tax taxusing rate the Thai 20 corporation 686,220 tax rate 20 20 710,462 686,220 20 purposes (53,959) (33,684) Income tax tax rate 20 427,461 20 426,189 purposes (53,959) (33,684) Income subject toprior tax year 29 -4,279 Expenses with additional deduction Expenses for with tax additional deduction for tax Expenses not deductible for tax purposes not deductible for taxinvestees purposes 4,279 1,580 Expenses not deductible for tax purposes 4,279 1,580 Over provided in (71) (2,771) profit ofinequity-accounted investees profit of equity-accounted (101,449) (116,082) (101,449) Difference effective tax rate Difference of share of in effective tax rate of share of Over provided in prior year (71) (2,771) Income subject to tax 29 Over provided in prior yeardeduction (71) (2,771) purposes purposes (53,959) (33,684) (53,959) Expenses with additional Expenses for with tax additional for tax Income not subject to (212) Expenses with additional for tax Income not subject totax taxdeduction Income not to17.7 tax deduction (1,401) (1,068) (1,401) Total 377,527 18.4 391,314 profit of equity-accounted investees profit ofsubject equity-accounted investees (101,449) (116,082) (101,449) Total 17.7 377,527 18.4 391,314 Income not subject to tax (212) - (71) Total 17.7 377,527 18.4 391,314 Over provided in prior year Over provided in prior year (71) (2,771) purposes purposes (53,959) (33,684) (53,959) Expenses not deductible for tax purposes 4,279 1,580 purposes (53,959) (33,684) Expenses notsubject deductible fortax tax Expenses purposes notsubject deductible 6,675 2,255 6,675 Income not to tax Income not to taxfor tax purposes (1,401) (1,068) (1,401) Expenses not deductible for purposes 4,279 1,580 Over provided in prioryear year Over provided in prior17.7 year (71) (2,771) (71) Total Total 377,527 18.4 17.7 391,314 377,527 18.4 Expenses with additional deduction for tax Over provided in prior (71) (2,771) Expenses with additional deduction Expenses for with tax additional deduction for tax Expenses not deductible for tax purposes not deductible for tax purposes 6,675 2,255 6,675 Expenses with additional deduction for tax purposes (53,959) (33,684) Total Total 17.7deduction 377,527 377,527 18.4 17.7 391,314 377,527 18.4 purposes purposes (71,881) (48,830) (71,881) Total 17.7 18.4 391,314 Expenses additional deduction Expenses for with tax additional for tax Income taxwith reduction purposes (53,959) (33,684) Income tax reduction Income tax reduction Over provided in prior year (71) (2,771) Current year losses for which Current no deferred year losses for which no deferred purposes (71,881) (48,830) (71,881) Over purposes provided in prior year (71) (2,771) Income tax reduction Income tax reduction Total 17.7 377,527 18.4 391,314 tax asset was recognised tax asset was recognised 16,024 12,630 16,024 Current year losses for which Current no deferred year losses for which no deferred Revenue Code Amendment Act No. 42 B.E. 2559 dated 3 March 2016 grants a reduction of the Revenue Code Amendment Act No. 42 B.E. 2559 dated 3 March 2016 grants a reduction of Total 17.7 377,527 18.4 391,314 Revenue Code Amendment Act No. 42 B.E. 2559 dated 3 March 2016 grants a reduction of the the Over provided in prior year Over provided in prior year (71) (3,469) (71) Income tax reduction Income tax reduction tax asset was recognised tax asset was recognised 16,024 12,630 16,024 Income tax reduction corporate income tax rate to 20% of net taxable profit for accounting periods which begin on or after corporate income tax rate to 20% of net taxable profit for accounting periods which begin on or after corporate income tax rate to 20% of net taxable profit for accounting periods which begin on or after Revenue Code Amendment Revenue Act No. 42 Code B.E. Amendment 255915.6 datedAct 3 March No. 42(71) 2016 B.E. grants 2559 dated a reduction 3 March of the 2016 grants Total 534,117 15.7 15.6 555,898 534,117 15.7a redu Over provided in prior year Over provided in prior year (3,469) (71) 11Total January 2016. January 2016. 1Income January 2016. corporate income tax rate to 20% corporate of income taxable tax profit rate for to 20% accounting of534,117 net taxable periods profit which begin accounting orof periods which Revenue Code Amendment Revenue Act No. No.net 42 Code B.E. Amendment 2559 dated Act March No. 422016 2016 B.E.grants grants 2559 afor reduction 3 on March ofafter the 2016 grants redu taxCode reduction Revenue Amendment Act 42 B.E. 2559 dated 33 March adated reduction the Total Total 15.6 15.7 15.6 555,898 534,117 15.7a begin Income tax2016. reduction 1corporate January 1corporate January income tax rate rate to to 20% 20% of net net2016. income taxabletax profit ratefor for to 20% accounting of net taxable periods profit which for begin accounting on or after periods which begin corporate income tax of taxable profit accounting periods which begin on or after Separate financial statements Separate financial statement JanuaryCode 2016.Amendment Act 1 January 2016. Revenue No. 42 B.E. 2559 dated2017 3Separate March 2016 grants a reduction of the 11January 2016. 2016 2017 20 financial statements Separate financial statement Revenue Code Amendment Act No. 42 B.E. 2559 dated 3 March 2016 grants a reduction of the corporate income tax rate to 20% of net taxable profit for accounting periods which begin on or after Rate (in thousand Rate Rate (in (in thousand thousand Rate 62 2017 2016 2017 20 62 corporate income tax rate to 20% of net taxable profit periods which begin on or after 62(%)for accounting 1 January 2016. Baht) (%) (%) Baht) Baht) (%) Rate (in thousand Rate Rate (in (in thousand thousand Rate 1 January 2016. 62 Profit before income tax expense Profit before income 62 tax expense 2,137,305 2,130,944 2,137,305 (%) Baht) (%) (%) Baht) Baht) (%) 62 62 62 Profit before income tax expense Profit before income 2,137,305 2,130,944 2,137,305 Income taxANNUAL using the Thai corporation Income tax taxusing rate the tax Thai 20expense corporation 427,461 tax rate 20 20 426,189 427,461 20 REPORT 2017 192Income COMPANY LIMITED subject to PUBLIC tax Thai Income to the tax Thai - 29 Income subject taxROBINSON using the corporation tax taxusing rate 20 corporation 427,461 tax29 rate 20 20 426,189 427,461 20 62 Income subject to tax Income subject to tax 29 29 Income not subject to tax not subject to62tax (212) -(212)
Robinson Public Company Limited and its Subsidiaries Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) (Formerly: Robinson Department Store Public Company Limited) Robinson Company Notes to thePublic financial statementsLimited and its Subsidiaries Notes to the financial statements For the year ended 31 December 2017 Store Public Company Limited) (Formerly: Robinson Department For the year ended 31 December 2017 Notes to the financial statements 34 the Basic per share 2017 For yearearnings ended 31 December 34 Basic earnings per share 34
35 35
The calculations of basic earnings per share for the years ended 31 December 2017 and 2016 were Basic earnings per share The calculations of basic earnings per share for the years ended 31 December 2017 and 2016 were based on the profit for the years attributable to ordinary shareholders of the Company and the number based on the profit for the years attributable to as ordinary shareholders of the Company and the number of ordinary sharesofoutstanding during years follows: The calculations basic earnings perthe years ended 31 December 2017 and 2016 were of ordinary shares outstanding during theshare yearsfor as the follows: based on the profit for the years attributable to ordinary shareholders of the Company and the number Consolidated Separate Consolidated Separate of ordinary shares outstanding during the years as follows: Consolidated Separate financial statements financial statements financial statements financial statements financial statements financial statements 2017 2016 2017 2016 2017 2016 2017 2016 Consolidated 2017 2016Baht / thousand 2017Separate 2016 (in thousand shares) financial statementsBaht / thousand financialshares) statements (in thousand Profit for the year attributable to ordinary 2017 2016 2017 2016 Profit for the year attributable ordinary shareholders of the Companyto (basic) 2,741,536 2,815,083 1,759,777shares) 1,739,630 (in thousand Baht / thousand shareholders of the Company (basic) 2,741,536 2,815,083 1,759,777 1,739,630 Number ordinary shares outstanding Profit forofthe year attributable to ordinary Number of ordinary shares outstanding (basic) 1,110,661 1,110,661 1,110,661 1,110,661 shareholders of the Company (basic) 2,741,536 2,815,083 1,759,777 1,739,630 (basic) 1,110,661 1,110,661 1,110,661 1,110,661 Basic earnings per share (inoutstanding Baht) 2.47 2.53 1.58 1.57 Number of ordinary shares Basic earnings per share (in Baht) 2.47 2.53 1.58 1.57 (basic) 1,110,661 1,110,661 1,110,661 1,110,661 Basic earnings per share (in Baht) 2.47 2.53 1.58 1.57 Dividends
Dividends
36 36
At the annual general meeting of the shareholders of the Company held on 28 April 2017, the Dividends At the annualapproved general the meeting of the shareholders Company held on 28 April 2017, the shareholders appropriation of dividendsofoftheBaht 1.25 per share, amounting to Baht shareholders approved the appropriation of dividends of Baht 1.25 per share, amounting to Baht 1,388.3 million.general The dividend wasofpaid shareholdersof during 2017. At the annual meeting theto the Company held on 28 April 2017, the 1,388.3 million. The dividend was paid toshareholders shareholders during 2017. shareholders approved the appropriation of dividends of Baht 1.25 per share, amounting to Baht At the annual meeting thetoshareholders of the 2017. Company held on 8 April 2016, the 1,388.3 million. general The dividend wasof shareholders during At the annual general meeting ofpaid the shareholders Company on amounting 8 April 2016, the shareholders approved the appropriation of dividendsofofthe Baht 1.00 perheld share, to Baht shareholders approved the appropriation of dividends of Baht 1.00 per share, amounting to Baht 1,110.6 million. general The dividend wasofpaid shareholders during At the annual meeting theto of the 2016. Company held on 8 April 2016, the 1,110.6 million. The dividend was paid toshareholders shareholders during 2016. shareholders approved the appropriation of dividends of Baht 1.00 per share, amounting to Baht Financial instruments 1,110.6 million. The dividend was paid to shareholders during 2016. Financial instruments
36
Financial management policies Financialrisk instruments Financial risk management policies
35
The Grouprisk is exposed to normal business risks from changes in market interest rates and from nonFinancial management policies The Group is exposed to normal business risks from changes in market and from nonperformance of contractual obligations by counterparties. The Group doesinterest not holdrates or issue derivative performance of contractual obligations by counterparties. The Group does not hold or issue derivative financial instruments speculative or trading The Group is exposedfor normal business riskspurposes. from changes in market interest rates and from nonfinancial instruments fortospeculative or trading purposes. performance of contractual obligations by counterparties. The Group does not hold or issue derivative Risk management is integral to the whole business of the Group. The Group has a system of controls in 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 place to create an acceptable balance between the cost of risks and process the costtoofensure managing risks. The management continually monitors the Group’s risk occurring management that the an Risk management is integral to the whole business of the Group. The Group has a system of controls in risks. The management continually monitors the Group’s risk management process to ensure that an appropriate balance between risk and control is the achieved. place to create an acceptable balance between cost of risks occurring and the cost of managing the appropriate balance between risk and control is achieved. risks. The management continually monitors the Group’s risk management process to ensure that an Capital management 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 investor, creditor and market Capital management The Board's policy is to maintain a strong capital base so as toThe maintain and confidence and to sustain future development of the business. Boardinvestor, monitors creditor the return onmarket capital confidence and to sustain future development of the business. The Board monitors the return on equity, capital which the Group defines as result from operating activities divided by total shareholders' The Board's policydefines is to maintain a strong baseactivities so as to maintain investor, creditor and market which the Group as result from capital operating divided by total shareholders' equity, excluding and also monitors level of The dividends ordinarythe shareholders. confidencenon-controlling and to sustain interests future development of thethe business. Boardto monitors return on capital excluding non-controlling interests and also monitors the level of dividends to ordinary shareholders. which the Group defines as result from operating activities divided by total shareholders' equity, Interest rate risk excluding non-controlling interests and also monitors the level of dividends to ordinary shareholders. Interest rate risk Interest rate the risk that future movements in market interest rates will affect the results of the Interest rate risk riskis Interest risk is the interest rates to will affect rate the results of the Group’srate operations andrisk its that cashfuture flows.movements The Groupinismarket primarily exposed interest risk from its Group’s operations and its cash flows. The Group is primarily exposed to interest rate risk from its interest-bearing liabilities (note 18) Interest rate riskliabilities is the risk(note that future interest-bearing 18) 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 18) 63 63 63
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
193
Robinson Public Company Limited and its Subsidiaries Robinson Public Company Limited and Subsidiaries Robinson Public Company LimitedStore andits its Subsidiaries (Formerly: Robinson Department Public Company Limited) (Formerly: Robinson Department (Formerly: Robinson DepartmentStore StorePublic PublicCompany CompanyLimited) Limited) Notes to the financial statements
Notes to the financial statements
Notes totothe Notes thefinancial financial statements For the year ended 31statements December 2017 For Forthe theyear yearended ended31 31December December2017 2017
The effective interest rates of loans receivable as at 31 December and the periods in which the loans The effective interest rates receivable The effective interest ratesofofloans loansas receivable 31December Decemberand andthe theperiods periodsininwhich whichthe theloans loans receivable mature or re-price were follows: asasatat31 receivable receivablemature matureororre-price re-pricewere wereasasfollows: follows: Separate financial statements Separate financial statements Separate financial statements Separate financial statements After 1 After 1 After 1 Effective year but After 1 year Effective Effective year but Within 1 year but within After 5 years Total Effective year but5 interest within After 5 interest rate 5 years interest After 55 interest within After rate Within 1 year within years55 years Total rate years years Total rate Within11year year years years Total (% per annum) Within (in thousand Baht) (% per annum) (in thousand Baht) (% per annum) (in thousand Baht) 2017 2017 2017 Current Current Current Short-term loans to related Short-term Short-term loanstotorelated related parties loans 2.50 159,350 159,350 parties 2.50 159,350 --159,350 parties 2.50 159,350 159,350 Non-current Non-current Non-current Long-term loan to related party 2.50 61,224 61,224 Long-term loan 2.50 --61,224 61,224 Long-term loantotorelated relatedparty party 2.50 61,224 61,224 Total 159,350 61,224 220,574 Total 159,350 61,224 220,574 Total 159,350 61,224 220,574 2016 2016 2016 Current Current Current Short-term loans to related Short-term Short-term loanstotorelated related parties loans 2.60 148,852 148,852 parties 2.60 148,852 --148,852 parties 2.60 148,852 148,852 Non-current Non-current Non-current Long-term loan to related party 2.60 61,224 61,224 Long-term loan 2.60 -- -61,224 61,224 2.60 61,224 61,224 Long-term loantotorelated relatedparty party Total 148,852 61,224 210,076 Total 148,852 61,224 210,076 Total 148,852 61,224 210,076 The effective interest rates of interest-bearing financial liabilities as at 31 December and the periods in The interest ofofinterest-bearing liabilities Theeffective effective interestrates rates interest-bearing financial liabilitiesasasatat31 31December Decemberand andthe theperiods periodsinin which those liabilities mature or re-price werefinancial as follows: which whichthose thoseliabilities liabilitiesmature matureororre-price re-pricewere wereasasfollows: follows: Consolidated financial statements Consolidated statements Consolidated financial statements Afterfinancial 1 Consolidated financial statements After 1 Afterbut 1 Effective year Effective year Effective year but5 After 1but year interest within After 5 Effective interest within 5 After 55 Within 1 year but within After 5 years Total interest within 5 After rate Within 1 year years years Total interest rate 5years years rate Within 1 year years Total rate Within 1 year years years Total (% per annum) (in thousand Baht) (% (in (%per perannum) annum) (inthousand thousandBaht) Baht) 2017 2017 2017 Non-current Non-current Non-current Long-term loans Long-term loans Long-term loans institutions from financial 1.20 - 4.65 47,151 1,664,000 57,090 1,768,241 from financial institutions 1.20 4.65 47,151 1,664,000 57,090 1,768,241 from financial institutions 1.20 4.65 47,151 1,664,000 57,090 1,768,241 Total Total 47,151 1,768,241 Total 47,151 1,664,000 1,664,000 57,090 57,090 1,768,241 2016 2016 2016 Non-current Non-current Non-current Long-term loans Long-term loans Long-term loans institutions from financial from financial from financialinstitutions institutions Total Total Total
2.34 - 2.37 2.34 2.34- -2.37 2.37
33,000 33,000 33,000 33,000 33,000
64 64 64
194
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
3,143,000 3,143,000 3,143,000 3,143,000 3,143,000 3,143,000
91,296 91,296 91,296 91,296 91,296
3,267,296 3,267,296 3,267,296 3,267,296 3,267,296
Robinson Robinson Public Public Company Company Limited Limited and and its its Subsidiaries Subsidiaries (Formerly: Robinson Department Store Public Company Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Limited) Notes statements (Formerly: Robinson Department Store Public Company Limited) Notes to to the the financial financial statements For the ended 31statements December 2017 Notes toyear the financial For the year ended 31 December 2017 For the year ended 31 December 2017
Effective Effective Effective Effective interest interest interest Effective interestrate rate rate interest rate (% per annum) (% per annum) (% perrate annum) (% per annum)
Separate financial financial statements statements Separate
Separate financial statements Separate financial statements After After 111 Separate financial statements After year but After 1 year year but Afterbut 1 year Within 1 year but within 5 years within After 5 within After year but555 After within After 55 Within 1 year 5 years years years Within Within 11 year year Within 1 year
years years within After years 5 years5 (in thousand Baht) (in thousand Baht) years years (in thousand Baht) (in thousand Baht)
2017 2017 2017 Current Current 2017 Current Short-term Short-term loans loans Current Short-term loans from related parties 3.33 6,524,310 -from related parties 3.33 6,524,310 Short-term loans from related parties 3.33 6,524,310 Non-current Non-current from related parties 3.33 6,524,310 Non-current Long-term loans Long-term loans Non-current Long-term loans from financial financial institutions 2.34 1,500,000 from 2.34 --1,500,000 Long-term loans institutions from financial institutions 2.34 1,500,000 Total 6,524,310 1,500,000 Total 6,524,310 from financial institutions 2.34 1,500,000 Total 6,524,310 1,500,000 Total 6,524,310 1,500,000 2016 2016 2016 Current Current 2016 Current Short-term loans Short-term Current Short-term loans loans from related parties 2.75 - 3.34 5,698,480 -from related parties 2.75 5,698,480 Short-term loans from related parties 2.75 -- 3.34 3.34 5,698,480 Non-current Non-current from related parties 2.75 - 3.34 5,698,480 Non-current Long-term loans Long-term loans Non-current Long-term loans from financial financial institutions 2.34 -- 2.37 2.37 3,000,000 from 2.34 --3,000,000 Long-term loans institutions from financial institutions 2.34 - 2.37 3,000,000 Total 5,698,480 3,000,000 Total 5,698,480 3,000,000 from financial institutions 2.34 - 2.37 Total 5,698,480 3,000,000 Total 5,698,480 3,000,000 Foreign currency currency risk Foreign Foreign currency risk risk Foreign currency risk The Group Group is exposed exposed to foreign foreign currency risk risk relating to to foreign subsidiaries. subsidiaries. The The Group is is exposed to to foreign currency currency risk relating relating to foreign foreign subsidiaries. The Group is exposed to foreign currency risk relating to foreign subsidiaries. At 31 December, the Group was exposed to foreign currency risk in respect At At 31 31 December, December, the the Group Group was was exposed exposed to to foreign foreign currency currency risk risk in in respect respect liabilities denominated in the following currencies: liabilities denominated in the following currencies: At 31 December, the Group was exposed to foreign currency risk in respect liabilities denominated in the following currencies: liabilities denominated in the following currencies:
of of of of
Total
Total Total Total Total
--
6,524,310 6,524,310 6,524,310 6,524,310
----
1,500,000 1,500,000 1,500,000 8,024,310 8,024,310 1,500,000 8,024,310 8,024,310
--
5,698,480 5,698,480 5,698,480 5,698,480
-----
3,000,000 3,000,000 3,000,000 8,698,480 8,698,480 3,000,000 8,698,480 8,698,480
financial financial financial financial
assets assets assets assets
and and and and
Consolidated
Consolidated Consolidated Consolidated financial statements financial statements financial statements Consolidated financial statements 2017 2016 2017 2016 2017 2016 financial statements
2017 2016 (in thousand Baht) Vietnam Dong (in thousand Baht) Vietnam Dong 2017 2016 (in thousand Baht) Vietnam Dong Cash and cash equivalents 132,549 159,378 Cash and cash equivalents 132,549 159,378 (in thousand Baht) Vietnam Dong Cash and cash equivalents 132,549 159,378 Trade accounts receivable 20,488 23,120 Trade accounts receivable 20,488 23,120 Cash and cash equivalents 132,549 159,378 Trade accounts receivable 20,488 23,120 Interest-bearing liabilities (71,241) (91,296) Interest-bearing liabilities (71,241) (91,296) Trade accounts receivable 20,488 23,120 Interest-bearing liabilities (71,241) (91,296) Trade accounts payable payable (37,792) (33,728) Trade (37,792) (33,728) Interest-bearing liabilities (71,241) (91,296) Trade accounts accounts payable (37,792) (33,728) Gross balance sheet exposure 44,004 57,474 Gross balance exposure 44,004 57,474 Trade payable (37,792) (33,728) Gross accounts balance sheet sheet exposure 44,004 57,474 Gross balance sheet exposure 44,004 57,474 Credit risk risk Credit Credit risk Credit risk Credit risk risk is the the potential financial financial loss resulting resulting from the the failure of of a customer or or counterparty to to Credit Credit risk is is the potential potential financial loss loss resulting from from the failure failure of aa customer customer or counterparty counterparty to settle its financial and contractual obligations to the Group as and when they fall due. settle its itsrisk financial and contractual obligations to the the Group Group as and and when they fall due. due.or counterparty to Credit is the and potential financial loss resulting from the failure of they a customer settle financial contractual obligations to as when fall settle its financial and contractual obligations to the Group as and when they fall due. Management has aa credit policy in place and the exposure to credit risk is monitored on an ongoing Management Management has has a credit credit policy policy in in place place and and the the exposure exposure to to credit credit risk risk is is monitored monitored on on an an ongoing ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. At the basis. Credit evaluations are performed on all customers requiring credit over a certain amount. At 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 the reporting date, there were no significant concentrations of credit risk. The maximum exposure to reporting date, there significant of risk. The exposure to basis. Credit evaluations areno performed on concentrations all customers requiring certain amount. At the reporting date, there were were no significant concentrations of credit creditcredit risk. over Thea maximum maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial credit risk is represented by the carrying amount of each financial asset in the statement of financial reporting there werebynothesignificant concentrations credit risk. The to credit riskdate, is represented carrying amount of each of financial asset in themaximum statement exposure of financial position. However, due by to the the large large number number ofofparties parties comprising the Group’s customer base, position. due comprising Group’s customer base, credit riskHowever, is represented amountof each financial assetthe in the statement of financial position. However, due to to the carrying large number of parties comprising the Group’s customer base, management does anticipate losses its collection. management does not notdue anticipate material losses from from its debt debtcomprising collection. the Group’s customer base, position. However, to the material large number of parties management does not anticipate material losses from its debt collection. management does not anticipate material losses from its debt collection. 65 65 65 65 ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
195
Robinson Public Company Limited and its Subsidiaries Public Company Limited Subsidiaries Robinson Robinson Public Company Limited andand its its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) (Formerly: Robinson Department Store Public Company Limited) (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements
Notes to the financial statements
Notes to the financial statements Notes the financial Fortothe year endedstatements 31 December 2017 year ended 31 December 2017 ForFor the the year ended 31 December 2017
Liquidity risk Liquidity Liquidity riskrisk The Group monitors its liquidity risk and maintains a level of cash and cash equivalents deemed Group its liquidity maintains a level oftocash cash equivalents deemed TheThe Group monitors its liquidity riskrisk and maintains a level ofand cash and and cashthe equivalents deemed adequate by monitors management to finance theand Group’s operations mitigate effects of fluctuations adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows. in cash flows. in cash flows. Carrying amount and fair values Carrying amount values Carrying amount andand fairfair values The following table shows the carrying amounts and fair values of financial assets and financial following shows the carrying and of include financial assets financial TheThe following tabletable shows the carrying fair fair values of not financial assets and and financial liabilities, including their levels in the amounts fairamounts valueand hierarchy. Itvalues does fair value information liabilities, including their levels in the fair value hierarchy. It does not include fair value information liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a financial assets financial liabilities measured at fair value if the carrying amount for for financial assets and and financial not not measured at fair value if the carrying amount is ais a reasonable approximation of fairliabilities value. reasonable approximation of fair value. reasonable approximation of fair value. Consolidated financial statements/ Consolidated financial statements/Separate financial statements Consolidated financial statements/Separate financial statements Consolidated financial statements/Separate financial statements Separate financial statements Carrying Carrying Carrying Carrying amount amount Fair Fair value value amount Fair value amount Fair value Level 1 Level 2 Total Level 11 1 Level Level 22 2 LevelLevel 3 3 33 Level 4 Level Level Total Level Level Total (in thousand Baht) Level (in thousand Baht) (in thousand Baht) 31 December 2017 31 December 2017 31 December 2017 measured at Financial assets Financial assets measured Financial assets at at fair value measured fair value fair value Other investment - equity Other investment - equity Other investment - equity security available for sales 617 617 617 security available for sales security available for 617617 - 617617 - 617617 31 December 2016 sales 31 December 2016 31 December 2016 Financial assets measured at Financial assets measured Financial assets measured at at fair value fair value fair value Other investment - equity Other investment - equity Other investment - equity security available for sales 32,077 32,077 32,077 security available for sales 32,077 32,077 32,077 security available for sales 32,077 - 32,077 - 32,077 Financial instruments carried at fair value instruments carried at fair value Financial Financial instruments carried at fair value Fair value hierarchy value hierarchy FairFair value hierarchy The Group determines level 2 fair values for equity securities by referring net assets values Group determines 2 fair values securities assets values TheThe Group determines levellevel 2 fair values for for equity equity securities by by referring referring net net assets values promulgated by such funds promulgated by such funds promulgated by such funds
37 Commitments with non-related parties Commitments with non-related parties 37 37Commitments with non-related parties
(a) Capital commitments Capital commitments (a) (a) Capital commitments Contracted but not provided for Contracted but not provided Contracted but not provided for for leasehold rights leasehold rights leasehold rights Buildings and other constructions Buildings and other constructions Buildings and other constructions Total Total Total
Consolidated Separate Consolidated Separate Separate Consolidated Consolidated Separate financial financial financialstatements statements financialstatements statements financial statements financial statements financial statements financial statements 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 (in thousand Baht) (in thousand Baht) (in thousand Baht) 12,000 12,000 12,000 244,328 244,328 244,328 256,328 256,328 256,328
66 66 66
196
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
13,000 13,000 13,000 201,121 201,121 201,121 214,121 214,121 214,121
- 242,813 242,813 242,813 242,813 242,813 242,813
- 153,504 153,504 153,504 153,504 153,504 153,504
Robinson Public Company Limited and its Subsidiaries Robinson Public Company Limited and its Subsidiaries Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) (Formerly: Robinson Department Store Public Company Limited) Robinson Public Company Limited and its Subsidiaries (Formerly: Robinson Department Store Public Company Limited) Notes to the financial statements Notes to the financial statements Notes toyear the financial (Formerly: Robinson Department For the ended 31statements December 2017 Store Public Company Limited) For the ended December For the year ended 31 31statements December 2017 2017 Notes toyear the financial For the year ended 31 December 2017
38 38 38 38
39 39 39 39
Consolidated Separate Consolidated Separate Consolidated Separate financial statements financial statements Consolidated Separate financial statements financial statements financial statements financial statements 2017 2016 2017 Separate 2016 financial statements financial statements Consolidated 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 financial statements financial statements (in thousand Baht) (in (in thousand thousand Baht) Baht) 2017 2016 2017 2016 (in thousand Baht)
(b) Future minimum lease payments (b) minimum lease (b) Future Future lease payments payments Underminimum non-cancellable operating Under non-cancellable operating Under non-cancellable operating (b) Future minimum lease payments leases leases leases non-cancellable operating WithinUnder one year 248,131 247,499 Within one year 248,131 247,499 Within oneyear yearbut 248,131 247,499 After leases one After one year but After one year but Within 248,131 247,499 withinone fiveyear years 976,891 962,459 within five years 976,891 962,459 within years 976,891 962,459 After one year but fivefive years 1,705,681 1,841,299 After five years 1,705,681 1,841,299 After fivefive years 1,705,681 1,841,299 within years 976,891 962,459 Total 2,930,703 3,051,257 Total 2,930,703 3,051,257 Total five years 2,930,703 3,051,257 After 1,705,681 1,841,299 TotalGroup has lease agreements covering2,930,703 The building rental3,051,257 and service The Group has agreements covering building rental The Group These has lease lease agreements covering rental and and service service companies. agreements are for periodsbuilding up to 2045. companies. These agreements are for periods up to 2045. companies. agreements are for periodsbuilding up to 2045. The Group These has lease agreements covering rental and service companies. agreementsperiod are for periods up to 2045. Event afterThese the reporting
194,077 194,077 194,077 194,077 757,000 757,000 757,000 1,178,946 1,178,946 1,178,946 757,000 2,130,023 2,130,023 2,130,023 1,178,946 2,130,023with agreements agreements agreements with with agreements with
189,030 189,030 189,030 189,030 745,949 745,949 745,949 1,261,307 1,261,307 1,261,307 745,949 2,196,286 2,196,286 2,196,286 1,261,307 2,196,286 several local several several local local several local
Event Event after after the the reporting reporting period period Event after the reporting period At the Board of Director meeting of the Company held on 15 February 2018, the Board approved the
At Director meeting of the Company held on 15 2018, the Board approved the At the the Board Board of of meeting on for 15 February February 2018, of theBaht Board approved the appropriation of Director dividends based of onthe theCompany operatingheld profit the year 2017 1.25 per share, appropriation of dividends based on the operating profit for the year 2017 of Baht 1.25 per share, appropriation of dividends based on the operating profit for the year 2017 of Baht 1.25 per share, At the Board of Director amounting to Baht 1,388.3meeting million.of the Company held on 15 February 2018, the Board approved the amounting to 1,388.3 amounting to Baht Baht 1,388.3 million. million. appropriation of dividends based on the operating profit for the year 2017 of Baht 1.25 per share, amounting to Baht 1,388.3 million. Reclassifications of accounts
Reclassifications Reclassifications of of accounts accounts Reclassifications Certain accounts in of theaccounts 2016 financial statements have been reclassified to conform to the presentation
Certain accounts in 2016 statements Certain accounts in the the 2016 financial financial statements have have been been reclassified reclassified to to conform conform to to the the presentation presentation in the 2017 financial statements as follows: in the 2017 financial statements as follows: in the 2017 financial statements as follows: Certain accounts in the 2016 financial statements have been reclassified 2016 to conform to the presentation 2016 2016 in the 2017 financial statements as follows: Consolidated Separate 2016 Consolidated Separate 2016 Consolidated Separate financial statements financial statements financial statements financial statements financial statements financial statements Consolidated financial statements Separate financial statements After Consolidated Separate Before After Before Before After Before After Before After Before After financial statements financial statements Reclass Reclass reclass reclass Reclass reclass Before After Before After Reclass Reclass reclass reclass Reclass reclass Reclass Reclass Reclass Reclass reclass reclass Reclass reclass Before After Before After Reclass reclass Reclass reclass Reclass Reclass reclass reclass Reclass reclass (in thousand Baht) (in (in thousand thousand Baht) Baht) Statement of financial Statement of financial Statement (in thousand Baht) position of financial position position Statement of financial Short-term loan from Short-term loan Short-term loan from from position financial institutions 33,000 33,000 financial institutions 33,000 33,000 ----financial institutions 33,000 33,000 Short-term loan from Long-term loans from Long-term loans Long-term loans from from 3,267,296 financial institutions 33,000 33,000 (33,000) 3,234,296 3,000,000 3,000,000 financial institutions 3,267,296 (33,000) 3,234,296 3,000,000 3,000,000 -financialplant institutions (33,000) 3,234,296 3,000,000 3,000,000 Long-term loansand from 3,267,296 Property, Property, plant and Property, and financialplant institutions 3,267,296 (33,000) 3,234,296 3,000,000 3,000,000 equipment 9,836,534 143 9,836,677 8,920,761 143 8,920,904 equipment 9,836,534 143 9,836,677 8,920,761 143 8,920,904 equipment 9,836,534 143 9,836,677 8,920,761 143 8,920,904 Property, Leaseholdplant rightand 2,735,797 (143) 2,735,654 2,011,687 (143) 2,011,544 Leasehold right 2,735,797 (143) 2,735,654 2,011,687 (143) 2,011,544 Leasehold right 2,735,797 (143) 2,735,654 2,011,687 (143) 2,011,544 equipment 9,836,534 143 9,836,677 8,920,761 143 8,920,904 --Leasehold right 2,735,797 (143) 2,735,654 2,011,687 (143) 2,011,544 -
- in the opinion of management, the new- reclassification The reclassifications have been made because The reclassifications have been made because in the opinion of management, the new reclassification The reclassifications been made because is more appropriate tohave the Company’s business.in the opinion of management, the new reclassification is more appropriate to the Company’s business. is more appropriate tohave the Company’s business.in the opinion of management, the new reclassification The reclassifications been made because is more appropriate to the Company’s business. 67 67 67 67 ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
197
General Information
General Information Robinson Public Company Limited and its subsidiaries operate department stores and shopping malls across the country under the name “Robinson”. The company currently has 46 stores, comprising of 11 stores in Bangkok Metropolitan Area and 35 stores in the upcountry. In addition, the company currently has 2 stores in Vietnam.
General Information (As of 31 December 2017) Company Name :
Robinson Public Company Limited
Registration Number :
0107536000412 (previous number Bor Mor Jor 115)
Type of Business
Department Store and Shopping mall
:
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
:
Address : Head Office 9/9 14th- 17th Floor, Rama 9 Road, Huai Khwang,
Huai Khwang, Bangkok 10310
Tel: 0-2169-2500 Fax: 0-2169-2577
Company’s Website
: http://robins.liistedcompany.com
Share Register
:
Thailand Securities Depository Co., Ltd.
93, 14th Floor, Ratchadapisek Road, Din Daeng,
Din Daeng, Bangkok 10400
Auditor :
KPMG Phoomchai Audit Co., Ltd.
Mr.Thanit Osatalert - CPA no.5155
50-51st Floor Empire Tower I, 195 South Sathorn Road,
Bangkok 10120
Tel: 0-2677-2000 Fax: 0-2677-2222
Note: The Company changed the Company’s name to “ Robinson Public Company Limited” on 5 May 2017
198
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Bangkok Metropolitan Region RAMA 9 BRANCH
Robinson Department Store Public Company Limited 9/8-9 Room G1, 127, 225, 326, 428, 533, Floor G, 1St - 5Th Rama 9 Road, Huai Khwang, Huai Khwang, Bangkok 10310
RAMINTRA BRANCH
Robinson Department Store Public Company Limited 591 Ramintra Road, Kannayao, Kannayao, Bangkok 10230
RANGSIT BRANCH
Robinson Department Store Public Company Limited 94 Phaholyothin Road, Prachatipat, Thanyaburi, Pathumthani 12130
BANGNA BRANCH
Robinson Department Store Public Company Limited 39 Moo 6, Tambon Bangkaew, Amphoe Bangplee, Samutprakan 10540
SUKHUMVIT BRANCH
SAMUT PRAKAN BRANCH
CHANTHABURI BRANCH
Robinson Department Store Public Company Limited 789 Moo 2, Tambon Taibanmai, Amphoe Mueang Samut Prakan, Samut Prakan 10280
CR Chanthaburi (Thailand) Co.,Ltd. 22/107 Moo 7 Chantanimit, Muang Chanthaburi, Chanthaburi 22000
SRISAMARN BRANCH
CHACHOENGSAO BRANCH
Central
SARABURI BRANCH
PRACHIN BURI BRANCH
Robinson Department Store Public Company Limited 99 Moo 7, Tambon Thalingchun, Amphoe Mueang Saraburi, Saraburi 18000
Robinson Department Store Public Company Limited 72 Moo 3, Tambon Bang Boribun Amphoe Mueang Prachin Buri, Prachin Buri 25000
AYUTTHAYA BRANCH
RAYONG BRANCH
Robinson Department Store Public Company Limited 126 Moo 3 Asia Road, Klong Suan Plu, Phranakhonsiayutthaya, Phranakhonsiayutthaya 13000
BANGRAK BRANCH
LOBURIBRANCH
Robinson Department Store Public Company Limited 55/1 Srinakarin Road, Nhongborn, Pravej, Bangkok 10250
BANGKAE BRANCH
Robinson Department Store Public Company Limited 615 Phetkasem Road, Bangwa, Phasicharoen, Bangkok 10160
RATTANATHIBET BARNCH
Robinson Department Store Public Company Limited 562 Rattanathibet Road, Bangkasor Muahgnonthaburi, Nonthaburi 11000
Robinson Department Store Public Company Limited 99/2 Bangna - Trad Road, Tambon Choengnoen, Amphoe Mueang Rayong, Rayong 21000
West
SUPHAN BURI BRANCH
Robinson Department Store Public Company Limited 259 Sukhumvit Road, North Klongtoey, Wattana, Bangkok 10110
SRINAKARIN BRANCH
Robinson Department Store Public Company Limited 910 Chachoengsao-Bangpakong Road, Tambon Na Mueang, Amphoe Mueang Chachoengsao, Chachoengsao 24000
Robinson Department Store Public Company Limited 99 Moo 1, Srisamarn Road, Ban Mai, Pak Kret , Nonthaburi 11120
Robinson Department Store Public Company Limited 449 Moo 5, Tambon Tharahat, Amphoe Mueang Suphan Buri, Suphan Buri 72000
Robinson Department Store Public Company Limited 1522 New Road, Bangrak, Bangrak, Bangkok 10500
Branch Location
BRANCH LOCATION
KANNCHANABURI BRANCH
Robinson Department Store Public Company Limited 110 Moo 9, Tambon Pakpraek, Amphoe Mueang Kanchanaburi, Kanchanaburi 71000
Robinson Department Store Public Company Limited 555/5, Moo 4, Kok Ko, Mueang Lop Buri,
MAHACHAI BRANCH
Robinson Public Company Limited 98/1, Moo 4, Nadee sub district, Mueang district Samutsakorn 74000
East
RATCHABURI BRANCH
CR Ratchaburi (Thailand) Co.,Ltd. 265 Srisuriyawong Road, Muang Ratchaburi, Muang Ratchaburi, Ratchaburi 70000
MAE SOT BRANCH
Robinson Department Store Public Company Limited 99/115, Asia Road, Mae Sot, Mae Sot, Tak 63110
CHONBURI BRANCH
Robinson Department Store Public Company Limited 55/90 Moo 1, Samed, Muang Chonburi, Chonburi 20000
PETCHABURI BRANCH
Robinson Public Company Limited 162 Moo 1, Samopareun sub district, Baan –Lad district, Petchburi 76150
SRIRACHA BRANCH
Robinson Department Store Public Company Limited 90/1 Sukhumvit Road, Sriracha, Sriracha Chonburi 20110
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
199
Branch Location
North
SURIN BRANCH
CHIANG MAI BRANCH
CR Chiang Mai (Thailand) Co.,Ltd. 2 Mahidon Road, Haiya, Muang Chiang Mai, Chiang Mai, 50100
Robinson Department Store Public Company Limited 338 Moo 16, Tambon Salakdai, Amphoe Mueang Surin, Surin 32000
NAKHON SI THAMMARAT BRANCH CR Nakhon Si Thammarat (Thailand) Co.,Ltd. 89/201 Pattanakarnkukwang Road, Muang, Nakhon Si Thammarat 80000
NAKHON SI THAMMARAT2 BRANCH
CHIANG RAI BRANCH
Robinson Department Store Public Company Limited 199/9 Moo 13, Robwieng Muang Chiangrai, Chiangrai 57000
PHITSANULOK BRANCH
Robinson Department Store Public Company Limited 9/98 Moo 5, Tambon Plaiychumpol, Amphoe Mueang Phitsanulok, Phitsanulok 65000
LAMPANG BRANCH
Robinson Department Store Public Company Limited 319/1 Highway-Lampang-Ngao Road, Tambon Suan Dok, Amphoe Mueang Lampang, Lampang 52100
KAMPEANGPETCH BRANCH
Robinson Public Company Limited 65/1,Chreonsuk Road, Mueang sub district, Mueang district, Kampeangpetch 62000
ROI ET BRANCH
Robinson Department Store Public Company Limited 137 Moo 3, Tambon Dong Lan, Amphoe Mueang Roi Et, Roi Et 45000
MUKDAHARN BRANCH
Robinson Department Store Public Company Limited 99/11 Chayangkura Khor Road, Tambon Mukdahan, Amphoe Mueang Mukdahan, Mukdahan 49000
UDORNTHANI BRANCH
CR Udornthani (Thailand) Co.,Ltd. 277/2 Prajaksilpakom Road, Tambon Mak Khaeng, Muang Udornthani, Udornthani 41000
UBON RATCHATHANI 2 BRANCH
Robinson Department Store Public Company Limited 312 Moo 7, Tambon Jaeramae, Amphoe Mueang Ubon Ratchathani, Ubon Ratchathani 34000
BURIRAM BRANCH
Robinson Department Store Public Company Limited 125 Moo 6, Tambon Krasang, Amphoe Mueang Buri Ram, Buri Ram 31000
JUNGCEYLON BRANCH
CR Phuket (Thailand) Co.,Ltd. Robinson Ocean Jungceylon Branch 177 Rat-U-Thit 200 Pee Road, Patong, Katu, Phuket 83150
KHONKAEN BRANCH
Robinson Department Store Public Company Limited 99/2 Srichan Road, Naimuang Muang Khonkaen, Khonkaen 40000
SAKON NAKHON BRANCH
Robinson Department Store Public Company Limited 88/8 Nittayo Road, Tambon That Choeng Chum, Amphoe Mueang Sakon Nakhon, Sakon Nakhon 47000
200
SURATTHANI BRANCH
Robinson Department Store Public Company Limited 88/1 Moo 10, Tambon Watpradoo, Amphoe Mueang Suratthani, Suratthani 84000
TRANG BRANCH
South
North East
CR Nakhon Si Thammarat (Thailand) Co.,Ltd. 9/9 Moo7 Nasan, Phra Phrom, Nakhon Si Thammarat 80000
HADYAI BRANCH
CR Had Yai (Thailand) Co.,Ltd. 9 Thammanoonvithi Road, Hadyai Hadyai, Songkhla 90110
PHUKET BRANCH
CR Phuket (Thailand) Co.,Ltd. 36 Tilokutis 1 Road, Muang, Phuket 83000
ANNUAL REPORT 2017 ROBINSON PUBLIC COMPANY LIMITED
Robinson Public Company Limited 138 Phatthalung Road, Tubtiang, Muang Trang, Trang 92000
Vietnam HANOI
Robins Department Store Royal City B1 Floor, Vincom Mega Mall – Royal City, 72 Nguyen Trai Street, Thanhxuandistric, Hanoi, Vietnam
HO CHI MINH
Robins Department Store Crescent Mall 101 Ton Dat Tien Street, Tan Phu Ward, District 7, Ho Chi Minh City, Vietnam
ROBINSON
PUBLIC COMPANY LIMITED 9/9 14th-17th FLOOR, RAMA 9 ROAD, HUAI KHWANG, HUAI KHWANG, BANGKOK, 10310 THAILAND (02) 169-2500 l www.store.robinson.co.th