Corporate Governance and Business Ethics
Central Retail places a strong emphasis on transparency and accountability, guided by corporate governance and ethical principles. Despite the complexities of upholding ethical standards across its extensive operations, Central Retail has established policies overseen by the Corporate Governance and Sustainability Committee, alongside implementing prevention measures and providing employee training to address associated risks. As a result of these efforts, trust among stakeholders can be nurtured, leading to increased brand loyalty and improved access to capital. Moreover, this commitment serves to attract and retain top talent, ultimately enhancing the overall performance of the organization.
Impact to Business, Stakeholders, and Human Rights
Effective corporate governance and business ethics ensure a profitable, long-lasting company that benefits all stakeholders. Strong internal controls promote transparency, minimize fraud, and safeguard financial stability, boosting investor confidence, and stock prices. In terms of stakeholders, including employees, suppliers, customers, communities, and governments, all reap rewards. Employees benefit from fair wages, safe conditions, and ethical leadership. Suppliers gain fair treatment and reliable partnerships. Customers receive safe, high-quality products and services. Communities impact from environmental responsibility and social good. Governments benefit from increased tax revenue for public services. Investors and shareholders experience sustained profits and stability.
Conversely, unethical practices harm both the business and stakeholders. Weak controls breed fraud and legal issues, eroding trust and profitability. Misconduct damages reputation and diminishes sales. Employees suffer from exploitation and unsafe conditions, while suppliers face financial losses. Customers are exposed to harmful products, and communities endure environmental damage. Governments lose tax revenue, hindering essential services. Investors face financial losses from declining profits.
Management Approach
Transparency and accountability are essential foundations for an effective corporate governance and business ethics in today's competitive and ethically conscious market. To ensure that the operations are transparent and accountable, Central Retail appointed the Board of Directors based on their diverse expertise and experiences in the retail industry.
Furthermore, Central Retail established Corporate Governance and Sustainability Committee to oversee the implementation and effectiveness of Central Retail's corporate governance and business ethics practices, as well as ensuring their effective integration into all business operations. This committee also provides valuable guidance which drives continuous improvement in Central Retail’s ethical and sustainable practices.
Additionally, Central Retail has established a comprehensive set of policies to guide ethical conduct in all aspects of the operations. Central Retail has corporate governance policy and anti-corruption policy that provide a clear guideline and a foundation for responsible decision-making for employees and stakeholders. To further strengthen the commitment to transparency and accountability, Central Retail has a whistleblowing policy which allows any stakeholder to report potential misconduct or unethical behaviour while protecting whistleblowers from any form of retaliation, ensuring their confidence and encouraging them to come forward with concerns. This confidential system fosters a culture of open communication and empowering all stakeholders to contribute to a more ethical business.
Composition of the Board of Directors
Executive Director
Non-Executive Director
Independent Director
Female Director
Currently, the composition of the Board of Directors regarding independent directors and also the subsidiaries are currently being reviewed and will be updated in the next reporting period. In addition, the Nomination and Remuneration Committee, authorized by the Board of Directors, has increased the numbers of female directors to promote board gender diversity.
Central Retail uses Governance, Risk, and Compliance (GRC) framework to enhance its commitment to having effective corporate governance and business ethics practices. This framework serves as a holistic roadmap, aligning strategic objectives with managing risks, ensuring compliance with regulations, and embedding ethical practices into every aspect of the Company. Additionally, GRC ensures adherence to all relevant laws and industry standards, mitigating the risk of fines, reputational damage, and legal disputes.
The 2023, Central Retail focused on capacity building through seminars and workshops with leading companies, creating awareness from Tone at the Top, preparing an E-Rule Book, and emphasizing communication within Central Retail. In addition, the Pilot Governance Risk Compliance (GRC) Project on New Business Checklist has been prepared to cover the GRC principles.
Corporate Governance and Code of Conduct Handbook
To ensure that Central Retail’s directors, executives, employees, and relevant persons conduct themselves with responsibility, integrity, transparency, accountability, and ethics towards all stakeholders, Central Retail has produced a Corporate Governance and Code of Conduct Handbook. The handbook contains guidelines on topics such as role and responsibilities, guidance on implementation and supervision, whistleblowing channels, compliance process, and all policies related to code of conduct. The handbook is publicly available on Central Retail’s website and is being reviewed annually. The handbook is disseminated via various channels, e.g., email, Intranet, and training sessions. Employees are required to acknowledge and sign their names to strictly comply with the handbook.
Corporate Governance and Code of Conduct Handbook
Response to Employee Misconducts
The employees who were involved in the cases of corruption, bribery, and fraud were accordingly disciplined by 1) termination of employment; 2) notifying the concerned employee of the investigation procedure and result as well as remedial measure; 3) the concerned employee made responsible for the remedial cost; and 4) considering taking a legal action to prevent any future wrongdoings. To prevent cases of corruption, bribery and fraud, Central Retail has put in place prevention measures, updated its internal control process, and added training on business ethics. In the case of misconducts involving customers, Central Retail will directly get in touch to apologize and offer compensation for any damage caused.
Central Retail regularly reviews its policies, procedures, and Corporate Governance and Code of Conduct Handbook annually. The annual review process ensures that the handbook remains relevant and aligned with evolving industry standards and best practices. All employees will be informed of the revision via email and intranet.
Project Highlights
Code of Conduct Acknowledgment and Training
Code of Conduct Acknowledgment and Training initiative provide both Board members and employees with a comprehensive understanding of business ethics, corporate governance, and their respective roles in maintaining Central Retail’s code of conduct.
Ensuring everyone understands their ethical responsibilities, Central Retail has launched a training curriculum which covered the following topics:
- Business Conduct
- Customer Focus
- Safeguarding the Company’s interests
- Insider Trading
- Conflict of Interest
- Anti-corruption
- Social Conduct
- Whistleblowing Guidelines
Additionally, Central Retail utilizes diverse communication channels including VDO Clip, Desktop Wallpaper, Email, Line Group, MS team, and Speedy Quiz to make sure that the communication on business ethics and code of conduct reached all employees.
In 2023, there were 100% of the Board of Directors and 97% of employees, including 97.84% of managerial level and 96.63% of general employees acknowledging and undergoing the training course. As a result of, 100% of the participants have successfully passed the Code of Conduct Examination on the CNEXT platform.
CAC Change Agent
In 2022 till 2025, Central Retail has obtained a certification from the Thai Private Sector Collection Action Against Corruption (CAC). To strengthen the anti-corruption practice and increase transparency across the supply chain, Central Retail has inspired at least 10 suppliers within its supply chain to join Thai Private Sector Collective Action Against Corruption (CAC) membership in 2023. To pave the way for their suppliers CAC membership, as a change agent, Central Retail has provided coaching session, free knowledge sharing session via Zoom, and supports to navigate the CAC declaration process for suppliers. This program helps expand Central Retail’s ecosystem of ethical business practices and increase stakeholder’s trust.
Click here for more information on CRC Change Agent:
Performance Summary
In 2023, Central Retail and the subsidiaries received a total of 63 complaints of breach of business ethics. There were 13 cases of corruption, bribery, or fraud committed by our employees, which resulted in losses. There were no cases of corruption with significant impact as they neither involved a government agency or an external organization nor resulted in the imposition of regulatory fines on the Company.
| Reported Breaches of Business Ethics (Cases) | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| Breaches of Business Ethics | 89 | 80 | 48 | 63 |
| Corruption/Bribery | 0 | 2 | 0 | 0 |
| Fraud | 35 | 22 | 11 | 14 |
| Conflict of interest | 3 | 1 | 0 | 3 |
| Internal regulatory non-compliance | 51 | 55 | 37 | 46 |
| Anti-competitive practices | 0 | 0 | 0 | 0 |
| Other Types of Breaches to Business Ethics | 8 | 7 | 2 | 3 |
| Society and community | 0 | 0 | 0 | 2 |
| Environment, and occupational health and safety | 2 | 1 | 1 | 1 |
| Products and packaging | 5 | 0 | 0 | 0 |
| Human rights violations | 0 | 1 | 0 | 0 |
| Discrimination and all types of harassment | 0 | 0 | 0 | 0 |
| Others | 1 | 5 | 1 | 0 |
Remark: The scope of data collection covers only the businesses in Thailand.
| Breaches of Business Ethics under Investigation (Cases) | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| Breaches of Business Ethics | 1 | 0 | 2 | 1 |
| Corruption/Bribery | 0 | 0 | 0 | 0 |
| Fraud | 0 | 0 | 1 | 0 |
| Conflict of interest | 0 | 0 | 0 | 0 |
| Internal regulatory non-compliance | 1 | 0 | 1 | 1 |
| Anti-competitive practices | 0 | 0 | 0 | 0 |
| Other Types of Breaches to Business Ethics | 0 | 0 | 0 | 0 |
| Society and community | 0 | 0 | 0 | 0 |
| Environment, and occupational health and safety | 0 | 0 | 0 | 0 |
| Products and packaging | 0 | 0 | 0 | 0 |
| Human rights violations | 0 | 1 | 0 | 0 |
| Discrimination and all types of harassment | 0 | 0 | 0 | 0 |
| Others | 0 | 0 | 0 | 0 |
Remark: The scope of data collection covers only the businesses in Thailand.
| Substantiated Breaches of Business Ethics (Cases) | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| Breaches of Business Ethics | 62 | 49 | 28 | 33 |
| Corruption/Bribery | 0 | 1* | 0 | 0 |
| Fraud | 25 | 15 | 8 | 13 |
| Conflict of interest | 3 | 0 | 0 | 1 |
| Internal regulatory non-compliance | 34 | 33 | 20 | 19 |
| Anti-competitive practices | 0 | 0 | 0 | 0 |
| Other Types of Breaches to Business Ethics | 6 | 1 | 0 | 3 |
| Society and community | 0 | 0 | 0 | 2 |
| Environment, and occupational health and safety | 1 | 0 | 0 | 1 |
| Products and packaging | 5 | 0 | 0 | 0 |
| Human rights violations | 0 | 0 | 0 | 0 |
| Discrimination and all types of harassment | 0 | 0 | 0 | 0 |
| Others | 0 | 1 | 0 | 0 |
* 1 case of corruption involving an employee causing damage to Central Retail. There were no cases of corruption involving a government agency or an external party. There were neither cases of fines being imposed nor settlement of disputes by a local or overseas authority.
Remark: The scope of data collection covers only the businesses in Thailand.
| Resolved Cases of Breaches of Business Ethics in 2023 | Breaches by employees | Breaches by suppliers |
|---|---|---|
| Termination of employment/termination of contract with supplier/no renewal of contract with supplier | 16 | 1 |
| Warning/disciplinary action | 12 | 0 |
| Transfer | 0 | 0 |
| Send back | 4 | 0 |
| Corrective action taken as per complaint/suggestion | 3 | 0 |
| No action taken | 0 | 0 |
Remark: The scope of data collection covers only the businesses in Thailand.
| Anti-Corruption Training | 2023 |
|---|---|
| Board of Directors | N/A |
| Employees | 26,259 |
|
38 |
|
231 |
|
855 |
|
25,135 |
Remark: The scope of data collection covers only the businesses in Thailand.
