Corporate Governance and Business Ethics
Challenges and Opportunities
Effective corporate governance and business ethics are significant challenges for every organization. Upholding ethical standards across its operations not only enhances transparency and reduces the risk of fraud but also builds trust and satisfaction among all stakeholders. Employees benefit from a safe working environment, fair compensation, and stable career growth opportunities. Suppliers receive fair treatment, while customers gain confidence in high-quality, safe, and standardized products and services. At the same time, communities and the government benefit from responsible environmental and social practices. These outcomes foster trust, add value to the organization, and create long-term business opportunities. Moreover, a strong internal control system is essential in preventing misconduct, minimizing legal disputes, and safeguarding the organization’s reputation, all of which directly impact growth opportunities and sustainable profitability.
Central Retail is committed to conducting business with transparency and responsibility toward its stakeholders, based on effective corporate governance and ethical business practices. Central Retail has established policies overseen by the Board of Directors and the Corporate Governance and Sustainability Committee, alongside implementing prevention measures and providing employee training to address associated risks. Through this commitment, Central Retail has earned the trust of its stakeholders, leading to increased brand loyalty, improved access to capital, and the ability to attract and retain top talent. These factors are key drivers of the organization's stable and sustainable growth.
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 ethics, diverse expertise, and experience 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 across all areas of its operations. Central Retail’s corporate governance and anti-corruption policies provide clear guidelines and a solid foundation for responsible decision-making by 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 behavior while protecting whistleblowers from any form of retaliation, ensuring their confidence and encouraging them to voice 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
Central Retail has thoughtfully structured its board to include 15 directors, an optimal number that aligns with the Company’s business objectives. Each board member brings a diverse array of qualifications, skills, knowledge, and experience, complemented by a balanced representation across gender and age. This diversity fosters a rich spectrum of perspectives that strengthens strategic oversight and drives the Company forward. Moreover, Central Retail champions gender equality by encouraging increased female representation on the board, reaffirming its commitment to inclusion and equity in leadership.
Corporate Governance and Code of Conduct Handbook
To ensure that Central Retail’s directors, executives, employees, and all relevant persons conduct their duties with responsibility, integrity, transparency, accountability, and ethics toward all stakeholders, Central Retail has developed a Corporate Governance and Code of Conduct Handbook. This handbook contains policies and guidelines on topics such as Business Ethics, whistleblowing channels, compliance process, and all policies and guidelines for good corporate governance and code of conduct. The Board of Directors, through the Corporate Governance and Sustainability Committee, is responsible for periodically review of the handbook to ensure its relevance and alignment with current circumstances.
The handbook is available for download on Central Retail’s website and has been communicated to all directors, executives, and employees through the intranet, email, and training programs. Furthermore, all personnel are required to acknowledge, adhere to, and strictly comply with the handbook's provisions.
Corporate Governance and Code of Conduct Handbook
Response to Employee Misconducts
The employees who were non-compliant to Code of Conduct will be investigated and subjected to punishment according to Central Retail workplace regulation, which may include termination of employment and consideration of legal action. In addition, the support to others person’s misconduct, the omission or negligence when witnessing the non-compliance or the act that impedes the investigation process, and an unfair act to the person giving truth are deemed as the non-compliance.
The employees who were involved in the cases of corruption, bribery, and fraud were accordingly disciplined by termination of employment; notifying the concerned employee of the investigation procedure and result as well as remedial measure; the concerned employee made responsible for the remedial cost. Central Retail will consider taking a legal action to prevent any future wrongdoings.
In the event of any wrongdoing involving customers, Central Retail will contact the customers to apologize, provide an explanation, and compensate for any damages incurred.
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.
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
CRC- CAC Change Agent
On July 11, 2024, Central Retail Corporation Public Company Limited was certified as a CAC Change Agent and received the emblem of CAC Change Agent. The CRC announced its intention to participate on March 20, 2023, which aims to expand the network of transparent business practices to our business partners by encouraging their participation in the CAC. The partner companies include Rakangthong Plastic Company Limited, Ad & Pack Production Company Limited, Pattama Inkjet Printing Company Limited, S L Decor Company Limited and Best Elixir Company Limited
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:
- Anti-Corruption
- Insider Trading
- Conflict of Interest
- PDPA
- Security Awareness
- Human Rights
- Ethic in Workplace
- Whistleblowing Guidelines
Additionally, Central Retail utilizes diverse communication channels including VDO Clip, Desktop Wallpaper, Email, Line Group, Microsoft Teams, and Speedy Quiz to make sure that the communication on business ethics and code of conduct reached all employees.
In 2024, 100% of the Board of Directors and 96% of employees in Thailand, including 94.66% of managerial staff and 96.69% of general employees, acknowledged and completed the training course. As a result, 100% of the participants successfully passed the Code of Conduct e-Testing.
The Integrated GRC (Governance, Risk, and Compliance) Concept
Central Retail has adopted the principles of 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 Central Retail. Additionally, GRC ensures adherence to all relevant laws and industry standards, mitigating the risk of fines, reputational damage, and legal disputes.
Our Stories
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The Integrated GRC (Governance, Risk, and Compliance) Concept
