Corporate Governance and Business Ethics

Central Retail places a strong emphasis on transparency and accountability, guided by good 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 ethics, 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.

Corporate Governance Structure (As of 31 December 2023)

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Additionally, Central Retail has established a comprehensive set of policies to guide ethical conduct in all aspects of the operations. Central Retail has a 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 behavior 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 Directors

2

Persons

Non-Executive Directors

13

Persons

Independent Directors

5

Persons

Female Directors

4

Persons

Central Retail has an appropriate composition and qualifications of the Board of Directors as specified, where the Board of Directors are equipped with a variety of skills, expertise, knowledge, experience, gender, and age, all of which will be beneficial to the Company’s business operation. It also consists of an appropriate proportion of independent directors, and the Board of Directors comprises 15 directors, a number sufficient to govern and supervise the operation of the Company.

In Year 2023, the Nomination and Remuneration Committee, authorized by the Board of Directors, has increased the candidates of female directors to promote board gender diversity. The 2024 Annual General Meeting of Shareholders has appointed Ms. Sukulaya Uahwatanasakul as a new director.

Board of Directors Information

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

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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

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 the Company. Additionally, GRC ensures adherence to all relevant laws and industry standards, mitigating the risk of fines, reputational damage, and legal disputes.

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 2023, there were 100% of the Board of Directors and 97% of employees in Thailand, 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 e-Testing.

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 to persuade SME-suppliers to join Thai Private Sector Collective Action Against Corruption (CAC) membership in 2024. 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.